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Title: |
Employment Agreement |
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Entities: |
KBW Inc |
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Date: |
2006 |
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Size: |
Preview shows 9KB of 47KB total |
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Price: |
$39 |
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ID: |
#2676179 |
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Start of
Preview |
EMPLOYMENT AGREEMENT
AGREEMENT by and between KBW, Inc. (the Company) and Thomas B. Michaud (the Executive), dated as of the 1st of November, 2006.
WHEREAS, the Company is desirous of continuing to employ the Executive in an executive capacity on the terms and conditions, and for the consideration, hereinafter set forth, and the Executive is desirous of being employed by the Company on such terms and conditions and for such consideration.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment Period. The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date (as defined below) and ending on the third anniversary thereof, subject to earlier termination in accordance with the provision of Section 3 hereof (the Employment Period). Effective Date shall mean the date immediately prior to the date on which the registration statement filed by the Company under the Securities Act of 1933, as amended, registering the initial public offering of the common stock of the Company, par value $0.01, is effective.
2. Terms of Employment.
(a) Position and Duties. (i) During the Employment Period, the Executive shall serve as Vice Chairman, Chief Operating Officer, President of the Company, with such duties and responsibilities as are commensurate and consistent with such title and position, report directly and exclusively to the Chief Executive Officer of the Company and perform his services at the headquarters of the Company in New York, New York. In addition, the Company shall cause the Executive to be appointed as a member of the Board of Directors of the Company (the Board of Directors), and shall nominate the Executive for election and re-election to the Board of Directors as and when the Executives term expires while the Executive remains employed under this Agreement.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executives reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments, so long as such activities do not significantly interfere with the performance of the Executives responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executives responsibilities to the Company.
(b) Compensation (i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (Annual Base Salary) of not less than the Executives annual base salary as in effect immediately prior to the Effective Date, in accordance with the Companys normal payroll policies. The Executives Annual Base Salary shall be reviewed for increase (but not decrease) at least annually by the Compensation Committee of the Board of Directors (the Compensation Committee) pursuant to its normal performance review policies for senior executives. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.
(ii) Annual Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to be awarded, for each fiscal year of the Company or portion of a fiscal year ending during the Employment Period, an annual bonus (the Annual Bonus) pursuant to the terms of the Companys Annual Incentive Plan, as in effect from time to time. Annual Bonus for any given fiscal year shall mean the amount, if any, of annual bonus earned by the Executive with respect to the applicable fiscal year of the Company, including amounts deferred and/or paid in the form of equity compensation.
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