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Exhibit 10.35
[XXXXX ASSOCIATES, INC. LETTERHEAD]
February 26, 1997
Xx. Xxxxxx X. XxXxxxx
President
Kroll Associates
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxx:
This letter is to confirm our agreement with respect to your
resignation from Kroll Associates, Inc. ("Kroll Associates"), the performance of
certain consulting services, your compensation arrangements and the purchase by
Kroll Holdings, Inc. ("Holdings") of your shares of common stock of Holdings and
any securities, cash or other property into which such common stock is converted
(the "Common Stock") and certain options to purchase the Common Stock (the
"Options").
You understand that Holdings is currently in negotiations with
Equifax, Inc., pursuant to which Equifax, Inc. may acquire the businesses
conducted by Holdings and its affiliates (the "Transaction"). The date, if any,
on which a definitive agreement is entered into with respect to the Transaction
is referred to herein as the "Execution Date" and the date of the consummation
of the transaction as the "Closing Date." Kroll Associates, Holdings, GTI
Holding Corporation and their subsidiaries and affiliates, are herein referred
to as the "Company."
On the date hereof, you hereby resign your position as a
member of the Board of Directors of Holdings and all other offices and positions
with the Company; provided, however, that you will remain with Kroll Associates
as President, with only such duties as the Chairman or the Board of Directors of
Kroll Associates may assign to you, until the date (the "Resignation Date")
which is the earlier of the Execution Date or June 1, 1997.
On the Resignation Date, you will resign as President of Kroll
Associates, but you shall be entitled to and Kroll Associates will pay you, as a
severance payment, your current salary and continue your medical and dental
coverage until December 31, 1997. After
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Xx. Xxxxxx X. XxXxxxx
February 26, 1997
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December 31, 1997, you will be entitled, at your own cost, to continue your
coverage under such medical plan pursuant to COBRA. In addition, if Holdings and
its subsidiaries achieve their budgetary objectives under Holding's bonus plan
for 1997, you shall be entitled to a bonus payment equal to 25% of your annual
salary earned through the Resignation Date.
Holdings will purchase from you, and you will sell or
surrender to Holdings, the 3793.5 shares of Common Stock that you own as well as
your Options to purchase 350 shares of Common Stock as follows:
(i) if the Closing Date is before June 1, 1997, Holdings will
purchase from you on the business day immediately before the Closing
Date (A) your Common Stock for the greater of $650 per share or the per
share consideration amount paid by the purchaser in the Transaction
without regard to any contingent payment rights (the "Per Share
Consideration Amount") and (B) your Options for the excess of (1) the
greater of $650 per share or the Per Share Consideration Amount over
(2) $400 per share exercise price. Holdings shall pay to you the
amounts described above on the date immediately following the Closing
Date;
(ii) if the Closing Date does not occur on or before June 1,
1997, or if it does not occur at all, Holdings will purchase your
Common Stock for $650 per share and your Options for $250 per share
payable as follows: (1) 50% payable on June 1, 1997, and (B) 50%
payable on January 1, 1998;
You shall deliver to Holdings all shares of Common Stock,
endorsed in blank, and an acknowledgement of surrender of your Options
one business day prior to the Closing Date in the case of (i) above;
and on June 1, 1997 in the case of (ii) above;
In consideration of the above-described payments, you agree:
(i) to perform consulting services for the Company as may be
requested from time to time during the period beginning on the
Resignation Date through December 31, 1997 (the "Consulting Period");
(ii) not to participate directly or indirectly, with or
without compensation, participate in the ownership, management,
operation or control of any Competitor (as hereinafter defined) or be
employed by or perform consulting services for any Competitor prior to
March 1, 1998; provided, however, that if such Competitor renders
substantial services other than
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February 26, 1997
Page 3
Company Business, you shall not be prohibited from engaging in any such
activities solely in connection with such other services;
(iii) not to directly or indirectly solicit any customer of
the Company or any prospective customer of the Company, with a view to
inducing such customer or prospective customer to enter into an
agreement or otherwise do business with any Competitor with respect to
Company Business, or attempt to induce any such customer or prospective
customer to terminate its relationship with the Company or to not enter
into a relationship with the Company, as the case may be, prior to
March 1, 1998;
(iv) not to offer employment to any employee of the Company or
attempt to induce any such employee to leave the employ of the Company
prior to March 1, 1998; and
(v) not to release any trade secrets or customer or prospect
lists of the Company, or any other documents or other information
(whether or not such information is in writing) proprietary to the
Company or any customer of the Company this confidential or non-public,
to any person, except with the Company's consent or as may be required
pursuant to the order of a court of competent jurisdiction.
For purposes of this Agreement, "Company Business" is the
provision of international and domestic investigative and risk management
services or related fields and each other business in which the Company is
engaged during the Consulting Period, and a "Competitor" is any corporation,
firm, partnership, proprietorship, or other entity which engages in any Company
Business.
You agree that each of the covenants described above shall be
construed as a separate covenant, and that if, in any judicial proceeding, a
court shall refuse to enforce any of the separate covenants described herein,
then such unenforceable covenant shall be deemed eliminated from this Agreement
for the purpose of such proceeding or any other judicial proceeding to the
extent necessary to permit the remaining separate covenants described herein to
be enforced.
You agree to deliver promptly to Kroll Associates upon your
resignation as described above, or at any other time that Kroll Associates may
so request, all documents (and all copies thereof) relating to the business of
the Company, and all property associated therewith, which you may then possess
or have under your control.
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February 26, 1997
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My personal guarantee of February 25, 1995 remains effective
until you receive all the payments to which you are entitled pursuant to this
letter. This letter supersedes any and all other agreements between you and me,
and you and the Company respecting the subject matter hereof.
In the event any party to this agreement claims that any other
party has breached any of its provisions or the provisions of the General
Release and Waiver Agreement attached hereto, it may submit the matter for
adjudication pursuant to the rules for the resolution of employment disputes of
the American Arbitration Association. The party stated by the arbitrator to be
the prevailing party in any matter so brought shall bear the costs of the
arbitration and shall reimburse his or its adversary for all reasonable legal
fees.
Finally, in consideration of the payments you will receive
pursuant to the foregoing provisions, and in consideration of the promises you
have made for the benefit of the Company and me personally, you agree and I
agree on behalf of the Company and myself to execute the General Release and
Waiver Agreement attached hereto within two business days after you sign this
Agreement.
Very truly yours,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
for Kroll Holdings, Inc.;
Kroll Associates, Inc.;
and for himself
Xxxxxx to and accepted on this
26th day of February, 1997
/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
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Exhibit 10.35
[KROLL HOLDINGS, INC. LETTERHEAD]
June 2, 1997
Xx. Xxxxxx X. XxXxxxx
0000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Bob:
This letter is to confirm our agreement to modify, in certain respects,
the letter agreement dated February 26, 1997 by and among Xxxxxx X. XxXxxxx,
Xxxxx Holdings, Inc, Kroll Associates, Inc. and Xxxxx X. Xxxxx (the
"Agreement"). All of the defined terms used in this letter are as defined in the
Agreement. Among other things, the Agreement provided that, if the Closing Date
did not occur on or before June 1, 1997 (and it has not) or if it did not occur
at all, Holdings was to purchase your Common Stock for $650 per share and your
Options for $250 per share payable as follows: (i) 50% payable on June 1, 1997
(the "First Installment") and (ii) 50% payable on January 1, 1998.
In consideration of your agreement to forbear receipt of the First
Installment on June 1, 1997, we have agreed to modify the Agreement as follows:
(i) Holdings will pay you $25,000 on June 2, 1997.
(ii) If the Closing Date is before July 15, 1997, Holdings
will purchase from you on the business day
immediately before the Closing Date (A) your Common
Stock for the greater of $650 per share or the per
share consideration amount paid by the purchaser in
the Transaction without regard to any contingent
payment rights (the "Per Share Consideration Amount")
and (B) your Options for the excess of (1) the
greater of $650 per share or the Per Share
Consideration Amount over (2) $400 per share exercise
price Holdings shall pay to you the amounts described
above on the date immediately following the Closing
Date.
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(iii) If the Closing Date does not occur on or before July
15, 1997, or if it does not occur at all, Holdings
will purchase your Common Stock for $650 per share
and your Options for $250 per share payable as
follows: (1) 50% payable on July 15, 1997, together
with interest on such amount from June 1, 1997 to
July 15, 1997 at a rate of 7 percent per annum, and
(B) 50% payable on January 1, 1998.
(iv) You shall deliver to Holdings all shares of Common
Stock, endorsed in blank, and an acknowledgment of
surrender of your Options one business day prior to
the Closing Date in the case of (ii) above, and on
July 15, 1997 in the case of (iii) above
(v) The personal guarantee of Xxxxx X. Xxxxx dated
February 25, 1995 remains effective until you receive
all the payments to which you are entitled pursuant
to this letter and the Agreement.
All other terms of the Agreement remain in effect and unchanged.
Thank you for your cooperation in this matter, and we apologize for any
inconvenience this may cause you. If this letter reflects your understanding of
our agreement, please so indicate below.
Very truly yours,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
for Kroll Holdings, Inc;
Kroll Associates, Inc.,
and for himself
Agreed to and accepted
on this 2nd day of June, 1997:
/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
