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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Date: |
2001 |
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Size: |
Preview shows 11KB of 50KB total |
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Price: |
$40 |
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ID: |
#1540707 |
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CHANGE IN CONTROL
EMPLOYMENT AGREEMENT
AGREEMENT between MONY Life Insurance Company, a Delaware
corporation (the "MONY"), and Grant W. Kurtz (the "Executive"), dated as of
August 23, 2000 (the "Agreement Date").
WHEREAS, The Advest Group, Inc. (the "Company") and MONY wish to
assure themselves and the Executive of continuity of management in the event of
a Change in Control of MONY, as hereinafter defined, and to provide the
Executive with the termination and other benefits set forth in this Agreement in
the event the Executive's employment with the Company terminates following such
a Change in Control under the circumstances described below.
NOW, THEREFORE, the Company and the Executive hereby agree as
follows:
1. OPERATION AND TERM OF AGREEMENT; CHANGE IN CONTROL
(A) Term. This Agreement shall be effective as of the date of the
consummation of the transactions contemplated under the Agreement and Plan of
Merger, dated August 23, 2000, between The MONY Group Inc., a Delaware
Corporation, MONY Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of The MONY Group Inc., and the Company (the "Merger") and shall
continue in effect until the Expiration Date. The Expiration Date shall
initially be
<PAGE> 2
December 31, 2001, but commencing on January 1, 2002 and each January 1
thereafter, the Expiration Date shall automatically be extended by one
additional year unless, not later than September 30 of the preceding year, the
Company shall have given notice to the Executive that it does not wish to extend
the Expiration Date; provided, however, that if a Change in Control shall have
occurred prior to the original or extended Expiration Date, the Expiration Date
shall automatically be extended to the third anniversary of the last day of the
month in which the Change in Control occurred.
(B) Change in Control. The benefits to be provided to the Executive
pursuant to this Agreement shall only become available upon a Change in Control.
For purposes of this Agreement, a Change in Control shall mean a
change in control (other than the Merger) of MONY which shall be deemed to have
occurred upon:
(i) an acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of shares of outstanding voting
securities of The MONY Group Inc. (the "Holding Company") entitled
to vote generally in the election of directors (the "Outstanding
Voting Securities") which, when combined with any other securities
owned beneficially by the acquirer, would result in such acquirer
beneficially owning twenty percent (20%) or more of either (A) the
then outstanding shares of common stock of the Holding Company or
(B) the combined voting power of the then Outstanding Voting
Securities; excluding, however, the following: (1) any acquisition
directly from the Holding Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Holding
Company, (2) any acquisition by the Holding Company and (3) any
acquisition by an employee benefit plan (or related trust) sponsored
or maintained by the Holding Company or any subsidiary of the
Holding Company;
(ii) at any time following the date hereof, individuals who as
of the date hereof constitute the Board of Directors of the Holding
2
<PAGE> 3
Company (the "Board") (and any new directors whose election by the
Board or nomination for election by the Holding Company's
shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors as of
the date hereof or whose election or nomination for election was
approved) cease for any reason (except for death, disability or
voluntary retirement) to constitute a majority thereof;
(iii) the consummation of a transaction approved by the
shareholders of the Holding Company that is a merger, consolidation,
reorganization or similar corporate transaction, whether or not the
Holding Company is the surviving corporation in such transaction,
other than a merger, consolidation, or reorganization that results
in the Outstanding Voting Securities immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least
eighty percent (80%) of the combined voting power of the voting
securities of the Holding Company (or such surviving entity)
outstanding immediately after such merger, consolidation,
reorganization or transaction;
(iv) the consummation of a transaction approved by the
shareholders of the Holding Company that is (A) the sale or other
disposition of all or substantially all of the assets (by way of
reinsurance or otherwise) of the Holding Company or (B) a complete
liquidation or dissolution of the Holding Company; or
(v) adoption by the Board of a resolution to the effect that
any Person has taken actions which, if consummated, would result in
such Person acquiring effective control of the business and affairs
of the Holding Company, subject to the consummation of the
transactions contemplated by such actions.
2. CERTAIN DEFINITIONS
(A) Period of Employment. The Period of Employment shall mean the
period of time commencing on the date of a Change in Control and ending on the
earlier of the Expiration Date or the Termination Date.
(B) Contract Term. The Contract Term shall mean the period of time
commencing on the date of a Change in Control and ending on the Expiration
Date.
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<PAGE> 4
(C) Termination Date. The Termination Date shall mean the date as of
which the Executive's employment with the Company shall cease or be deemed to
have ceased in the manner specified in Section 6 or Section 7.
3. EXECUTIVE'S RESPONSIBILITIES; LOCATION
(A) Position, Duties, Responsibilities. Commencing on the date of
the Change in Control, the Executive shall serve in the position and have the
duties and responsibilities as in effect immediately prior to the date of the
Change in Control and as they may be expanded thereafter.
(B) Best Efforts. During the Period of Employment, the Executive
shall devote his full time, best efforts and undivided attention during normal
business hours to the business and affairs of the Company, except reasonable
vacations, illness or incapacity.
(C) Principal Business Office. During the Period of Employment,
the Executive's principal business office shall be located in Hartford,
Connecticut.
4. RESTRICTIVE COVENANTS
(A) Noncompetition. The Executive agrees that during the Period of
Employment and for the twelve-month period immediately following the Period of
Employment, the Executive shall not, directly or indirectly, in any capacity,
engage in any business which is substantially competitive with any business
then actively conducted by Company or any of its affiliates or subsidiaries,
and the Executive shall not undertake to consult with or advise any such
competitive business or otherwise, directly or indirectly, engage in any
activity which is substantially competitive with or in
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<PAGE> 5
any way adversely and substantially affects any activity of the Company or any
of its affiliates or subsidiaries.
(B) Nondisclosure. Except as expressly provided herein, the
Executive agrees that during the Period of Employment and thereafter, the
Executive shall not make use of, disclose, divulge, or make accessible, to any
third party, any information of a secret or confidential nature known to the
Executive in the course of his employment with the Company or any of its
affiliates or subsidiaries until such information has come into the public
domain or has otherwise ceased to be secret or confidential.
(C) Specific Performance and Injunctive Relief. The Executive
acknowledges and agrees that the Company and/or its affiliates and subsidiaries
will suffer irreparable injury if the provisions of this Section 4 are not
honored, that damages resulting from such injury will be incapable of being
precisely measured, and that the Company and its subsidiaries and affiliates
will not have an adequate remedy at law to redress the harm which such
violation shall cause. Accordingly, the Executive agrees that the Company shall
have the rights and remedies of specific performance and injunctive relief, in
addition to any other rights or remedies that may be available at law or in
equity, in respect of any failure, or threatened failure, on the part of the
Executive to comply with the provisions of this Section 4, including, but not
limited to, temporary restraining orders and temporary injunctions to restrain
any violation or threatened violation of this Agreement by the Executive.
5. COMPENSATION, PERQUISITES AND EMPLOYEE BENEFITS
(A) Base Compensation. For all services rendered during the Period
of Employment, the Executive shall receive annual base compensation and a
guaranteed
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<PAGE> 6
annual bonus at a rate not less than the rate in effect immediately prior to the
date of the Change in Control, or any amount to which the Executive's base
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