1
EXHIBIT 10.3
[LOMAS LETTERHEAD]
December 22, 1995
Xx. Xxxxx X. Xxxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Dear Xxxxx:
This letter will confirm the terms of our agreement with respect to your
employment with Lomas Mortgage USA, Inc. ("LMUSA") and the employee benefit
plans and other arrangements in which you shall be eligible to participate in
connection with such employment.
Your employment by LMUSA shall be for a term (the "Employment Term") which
shall commence on January 1, 1996 and shall terminate on December 31, 1997;
provided that the Chief Executive Officer of LMUSA (the "CEO"), upon payment of
the benefits provided by this letter, may involuntarily terminate your
employment hereunder at any time during the Employment Term. The Employment
Term shall terminate in any and all events upon the termination of your
employment hereunder.
During the Employment Term, you shall serve as Senior Vice President of LMUSA
and President and Chief Operating Officer of Lomas Management, Inc. ("LMI").
You shall report directly to the CEO and shall have such duties and authority
as shall be determined from time to time by the CEO and the Board of Directors
of LMUSA. During the Employment Term, you shall devote substantially all of
your business time and best efforts to the performance of your duties hereunder
and shall not engage in any other business, profession or occupation for
compensation or otherwise.
During the Employment Term, LMUSA shall pay you an annual base salary at a rate
of $250,000. You are eligible to participate in the Lomas Mortgage USA, Inc.
Performance and Retention Incentive Plan (the "Retention Plan"). The Retention
Plan is designed to encourage you to remain with LMUSA and maintain a high
level of performance through its restructuring period.
As a participant in the Retention Plan you will be eligible to receive a
minimum award of fifty percent and a maximum award of seventy five percent of
your annual base salary. You will receive the maximum award available to you
under the Retention Plan unless your performance substantially deteriorates.
The amount of your award under the Retention Plan within the minimum and
maximum range described above shall be determined by the discretionary
evaluation of your performance by the CEO (subject to the approval of LMUSA's
Board of Directors). It is the CEO's sincere intent, assuming your performance
is sustained at its current level, that you will receive the maximum available
award to you under the Retention Plan.
2
Xx. Xxxxx X. Xxxxxxxx
December 22, 1995
Page 2
Your award under the Retention Plan is payable to you at the earlier of (a)
your involuntary termination by the CEO without cause or your voluntary
termination for good reason as defined by the Retention Plan or (b) December
31, 1996 (notwithstanding the payment dates set forth in the Retention Plan
with respect to other employees of LMUSA who are participants under the
Retention Plan). A copy of the Retention Plan is attached as Attachment 1
hereto for your review.
You will also be eligible for severance benefits under the Lomas Mortgage USA,
Inc. Severance Pay Plan (the "Severance Plan") in an amount equal to eighteen
months of your annual base salary payable upon the earliest of (a) December 31,
1997 (notwithstanding the payment date set forth in the Severance Plan with
respect to other employees of LMUSA who are participants under the Severance
Plan) or (b) the date of your involuntary termination without cause or
voluntary termination for good reason as defined by the Severance Plan. A copy
of the Severance Plan is attached as Attachment 2 hereto for your review.
Based on your annual base salary hereunder, the amounts that will be paid to
you if you continue to meet the conditions of eligibility under the Retention
Plan and the Severance Plan are as follows:
PAID EARLIER OF
INVOLUNTARY
TERMINATION
WITHOUT CAUSE/
VOLUNTARY
TERMINATION FOR
PLAN MINIMUM: MAXIMUM: GOOD REASON OR:
---------- ---------- -------- ---------------
Retention Plan $125,000 $187,500 December 31, 1996
Severance Plan $375,000 $375,000 December 31, 1997
Total: $500,000 $562,500
A condition of your eligibility for the Retention Plan and the Severance Plan
is the requirement that you release LMUSA and its affiliates from any prior
obligation for severance benefits or termination benefits, other than the
Severance Plan and the Lomas Financial Group Management Security Plan. A
release is enclosed as Attachment 3 hereto for you to execute and return to Xxx
Xxxxxxx, Director of Human Resources.
Additionally, a condition of your continued eligibility for benefits under the
Retention Plan is that you treat your eligibility with the strictest
confidence. Should you breach the confidentiality of your eligibility you will
forfeit your rights to receive payments under the Retention Plan.
Your eligibility for the Retention Plan should be interpreted as a statement of
the value that you have to LMUSA.
During the Employment Term, you shall be entitled to continue your
participation in the Lomas Financial Group Pension Plan as restated effective
January 1, 1991, the Lomas 401(k) Savings Plan and the Lomas Financial Group
Excess Pension Plan. In addition, you shall be eligible for the
3
Xx. Xxxxx X. Xxxxxxxx
December 22, 1995
Page 3
payment of an additional retirement benefit under the Lomas Financial Group
Pension Plan as restated effective January 1, 1991 (made available pursuant to
an amendment to such plan effective October 6, 1995 to eligible employees whose
employment is involuntarily terminated after January 1, 1996). The payment to
you of this additional retirement benefit would reduce your severance benefits
under the Severance Plan in accordance with the Severance Plan.
You hereby specifically forfeit your continued participation in the Long Term
Incentive Compensation Plan for the Senior Officers of Lomas Management, Inc.,
payment by LMUSA of any country club dues and fees and any and all welfare and
other benefits not specifically provided herein (including, but not limited to,
any and all welfare and other benefits provided pursuant to the Employment
Agreement effective April 1, 1993 among LMI, Lomas Financial Corporation and
Xxxxx X. Xxxxxxxx, as amended by the First Amendment to Employment Agreement
dated as of May 23, 1995 among LMI, Lomas Financial Corporation, LMUSA and
Xxxxx X. Xxxxxxxx (collectively, the "Employment Agreement")) except for those
benefits normally provided to active or inactive employees. Notwithstanding
the preceding sentence or any of the other provisions set forth herein, this
letter agreement shall not adversely affect or enhance any rights or claims
existing as of the date hereof that you may have under the Employment Agreement
with respect to the Lomas Financial Group Management Security Plan.
To the extent your employment hereunder is involuntarily terminated by LMUSA
with "cause" or is voluntarily terminated by you and such termination is not a
"voluntarily termination with good reason" (as such terms are defined under
either the Retention Plan or the Severance Plan), you shall be entitled to
receive your annual base salary through the date of termination and such other
benefits that may be due in accordance with the plans, policies and procedures
of LMUSA.
This letter agreement is in lieu of and supersedes any and all prior contracts,
incentive programs, plans, oral and written representations and other
agreements relating to employment or severance or termination pay or benefits
and for which you may file a claim as a general unsecured creditor of LMUSA or
any of its affiliates in their pending bankruptcy proceedings, except for the
Lomas Financial Group Management Security Plan.
This letter agreement shall be effective as of January 1, 1996.
Please evidence your agreement with the provisions of this letter agreement by
signing in the space indicated on the page immediately following.
Sincerely,
/s/ XXXX X. XXXXX
Xxxx X. Xxxxx
President and Chief Executive Officer
Attachments (3)
4
Xx. Xxxxx X. Xxxxxxxx
December 22, 1995
Page 4
ACCEPTED AND AGREED TO (return signed copy to Xxx Xxxxxxx, Human Resources
Dept.):
/s/ XXXXX X. XXXXXXXX Date:
------------------------------- -------------------------------
Xxxxx X. Xxxxxxxx
5
ATTACHMENT 1
Lomas Mortgage USA, Inc.
Performance and Retention Incentive Plan
(Incorporated by reference to Exhibit 10.90 of LFC's Form 10-K for the fiscal
year ended June 30, 1995.)
6
ATTACHMENT 2
Lomas Mortgage USA, Inc.
Severance Pay Plan
(Incorporated by reference to Exhibits 10.88 and 10.89 of LFC's Form 10-K for
the fiscal year ended June 30, 1995.)
7
ATTACHMENT 3
Release Agreement
8
RELEASE AGREEMENT
THIS RELEASE AGREEMENT (the "Agreement") is made and entered into this
22nd day of December, 1995, by and between XXXXX X.
XXXXXXXX ("Employee") and LOMAS MORTGAGE USA, INC. ("Lomas").
RECITALS
WHEREAS, Xxxxx currently provides severance pay or termination pay
benefits to some of its employees through such documents as retention letters,
contracts and other agreements and arrangements. Such retention letters,
contracts and other agreements and arrangements are referred to collectively
herein as the "Severance Agreements" and specifically DO NOT include the Lomas
Mortgage USA, Inc. Severance Pay Plan adopted by the Board of Directors of
Lomas Mortgage USA. Inc. on September 18, 1995, but effective October 5, 1995
(the "Severance Plan"), and the Lomas Financial Group Management Security Plan
(the "Management Security Plan").
WHEREAS, Employee may currently be covered under the Severance
Agreements; and
WHEREAS, Lomas has established the Lomas Mortgage USA, Inc.
Performance and Retention and Incentive Plan (the "Retention Plan") and the
Severance Plan and has offered Employee the opportunity to participate in the
Retention Plan and the Severance Plan; and
WHEREAS, Employee desires to participate in the Retention Plan and the
Severance Plan; and
WHEREAS, a condition of Employee's participation in the Retention Plan
and the Severance Plan is the execution of this Agreement and relinquishment of
any claims for benefits under the Severance Agreements;
NOW, THEREFORE, upon the execution of this Agreement and in
consideration of the mutual promises and agreements contained herein, the
Recitals contained herein, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, Employee and Xxxxx agree to the
following:
1.1 Consideration. In consideration for Employee's execution of
this Agreement and relinquishment of any and all claims for benefits under the
Severance Agreements, Employee will be eligible to participate in the Retention
Plan and the Severance Plan.
1.2 Settlement of All Claims and Disputes. Employee conditionally
releases, acquits, and forever discharges and covenants not to xxx Xxxxx, its
subsidiaries, parents, affiliated and related corporations, firms,
associations, partnerships and entities, and its and their shareholders,
directors, officers, employers, employees, agents, attorneys, representatives
and insurers from and for any and all claims, claims for benefits, liabilities,
obligations, promises, agreements, damages, causes of action, rights, debts,
demands, costs, damages, and expenses (including attorneys' fees and expenses)
under any municipal, local, state, or federal law, common or statutory, for any
actions or omissions whatsoever, whether known or unknown, related to or
arising out of Employee's participation in the Severance Agreements or any
other promises or representations concerning severance pay or benefits, or
Employee's rights or entitlements thereto, which existed or may have existed
prior to, or contemporaneously with, or subsequent to, the execution of this
Agreement (the "Release"). The Release is, however, conditioned upon the
continued effectiveness of the Retention Plan and the Severance Plan and Xxxxx'
continued performance under and in accordance with those Plans. If, for any
reason whatsoever, Lomas is unable or unwilling to meet its
9
obligations under the Retention Plan and the Severance Plan, the Release shall
be null and void and Employee shall not have relinquished any of his rights or
remedies under the applicable Severance Agreements. Nothing in this Agreement
is intended or shall be interpreted to affect any benefits to which Employee
may become entitled under the Retention Plan, the Severance Plan or the
Management Security Plan.
1.3 Entire Agreement. It is understood and agreed that this
Agreement contains the entire agreement between the parties hereto and
supersedes any and all prior agreements, arrangements, or undertakings between
the parties hereto relating to the subject matter hereof.
1.4 Representations. Employee hereby acknowledges and expressly
warrants and represents for himself that he has read and understands the effect
of this Agreement and voluntarily executes this Agreement after having had the
opportunity to consult independent legal counsel of Employee's choice.
1.5 Counterparts. This Agreement may be executed in counterparts,
each of which, when so executed and delivered, shall be deemed to be an
original and all of which, taken together, shall constitute one and the same
agreement.
EXECUTED this 22nd day of December, 1995.
LOMAS MORTGAGE USA, INC. EMPLOYEE
By: /s/ XXXX X. XXXXX /s/ XXXXX X. XXXXXXXX
-------------------------------- -------------------------------------
Name: Xxxx X. Xxxxx Xxxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
