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Title: |
Executive Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 5KB of 27KB total |
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Price: |
$37 |
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ID: |
#1540702 |
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EXECUTIVE AGREEMENT
This Agreement is dated as of August 23, 2000, by and between The MONY
Group Inc., a Delaware corporation (the "Company"), The Advest Group, Inc., a
Delaware corporation ("Advest") and _______________________ (the "Executive")
(the "Agreement Date").
WHEREAS, the Company has entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Advest and MONY Acquisition Corp. ("Merger Sub"),
dated as of August 23, 2000, pursuant to which Advest will be merged into Merger
Sub (the "Merger"); and
WHEREAS, Executive has rendered valuable services to Advest and its
subsidiaries and the Company desires to be assured that Executive will continue
rendering such services to Advest and its subsidiaries and Executive is willing
to continue to serve Advest and its subsidiaries but desires assurance that he
will be protected in the event of certain terminations of employment following
the "Effective Time" (as defined in the Merger Agreement) of the Merger.
Accordingly, in consideration of the mutual covenants and promises herein, the
parties agree as follows.
Section 1. Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated:
(a) "Cause" shall mean willful misconduct, gross negligence,
the conviction of Executive of a criminal offense for violation of the
securities laws or involving moral turpitude, or a determination by the Board of
Directors of Advest (the "Board") that (i) Executive has or is engaged in the
securities industry in any capacity, including as an employee or consultant,
that the Board has determined to be materially detrimental to the Company or its
business, and Executive has not provided the Board with adequate assurance that
he will refrain therefrom after written request from the Board, or (ii)
Executive has breached his obligations under Section 7.
(b) "Good Reason" shall mean the occurrence of any one of the
following events:
(i) failure of Executive to continue to be appointed or
elected to his position, or a position of comparable seniority as in
effect immediately prior to the Effective Time;
(ii) assignment to Executive of any duties materially and
adversely inconsistent with Executive's position, including status,
offices, or responsibilities, or any other action of the Company or
Advest that results in a material and adverse change in such position,
status, offices, titles or responsibilities or any other material
adverse change to the terms and conditions of Executive's employment as
they existed prior to the Effective Time;
(iii) any material and adverse change in Executive's reporting
responsibilities from those in effect immediately prior to the
Effective Time;
(iv) any material breach by the Company of the provisions of
this Agreement;
<PAGE> 2
(v) the Company, Advest or any of their subsidiaries'
requiring, without written consent of Executive, that Executive be
based at any office or location more than 30 miles from his regular
place of business as of the Effective Time;
(vi) any purported termination of Executive's employment under
this Agreement which is not for Cause in strict accordance with this
Agreement;
(vii) any reduction of Executive's annual base salary below
the levels established in the last full fiscal year completed prior to
the Effective Time, unless in conjunction with salary reductions
applicable to all similarly situated employees; or
(viii) any reduction of Executive's MIP Bonus (as defined
below) below the amount paid in the last full fiscal year completed
prior to the Effective Time, unless total MIP Bonuses paid all
executive officers decline and Executive's MIP Bonus as a percentage of
that total is at least as high as those paid Executive for that last
full fiscal year.
Notwithstanding the foregoing, "Good Reason" shall not be deemed to
occur solely as a result of a change of authority, duties, responsibilities or
reporting caused solely by the acquisition of Advest, or Advest no longer being
a public company, without any additional action taken by the Company or Advest.
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