Exhibit 10(a)
THE ADVEST GROUP, INC.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
January 28, 1999
Xxxxx Xxxxxxxxx
President and Chief Executive Officer
The Advest Group, Inc.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Amendment to Employment Agreement
Dear Xxxxx:
The Board of Directors of The Advest Group, Inc. has
adopted a resolution, a copy of which is attached,
authorizing me to send you this letter implementing and
amending the terms of the Amended and Restated Employment
Agreement between The Advest Group, Inc. ("Advest") and you
dated November 30, 1995 (the "Employment Agreement").
Except to the extent as modified below, the Employment
Agreement shall remain in full force and effect.
Capitalized terms used herein shall have the same meaning as
used in the Employment Agreement.
The Employment Agreement is implemented and amended as
follows:
1. Extension of Continuation of Employment. Your full-time
employment in your present position as Chief Executive
Officer shall be extended through March 31, 1999 with the
same compensation and benefits you are receiving as of the
date of this Agreement. You shall step down from the
position as Chief Executive Officer as of April 1, 1999 and
commence full-time employment with Advest in accordance with
Section 6 of the Employment Agreement. Your bonus for the
fiscal year in which you stepped down from the position of
Chief Executive Officer shall be in an amount equal to
fifteen percent (15%) of the bonus pool for that fiscal
year.
2. Post-Employment Services. Immediately upon stepping
down from your present position as Chief Executive Officer
under Paragraph 1 above, you will commence
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employment services pursuant to Section 6 of the Employment
Agreement; provided however, that the services rendered by
you pursuant to Section 6 of the Employment Agreement shall
be services rendered as an employee of Advest rather than as
an independent contractor. Until further written direction
from Advest, your initial services shall include your
continuing to act as Chairman and a Member of the Board of
Directors of Advest and as a member of the boards of
directors of such subsidiaries and affiliates of Advest as
you presently occupy. Also, immediately upon stepping down
from your present position as Chief Executive Officer under
Paragraph 1 above, you shall become eligible to receive
supplemental retirement benefits in accordance with Section
7 of the Employment Agreement. The amount of the benefit
described in Section 7(a)(i) of the Employment Agreement
shall be treated for all purposes to be an amount equal to
$200,000. Pursuant to Section 9(a) of the Employment
Agreement, you have elected not to take a J&S Annuity, but
instead to receive the payments over a ten year period as
provided pursuant to Sections 6, 7 and 8 of the Employment
Agreement.
3. Continuation of Benefits. Notwithstanding any provision
to the contrary contained herein or in the Employment
Agreement, upon stepping down from your present position as
Chief Executive Office under Paragraph 1 above and while you
are providing or available to provide services pursuant to
Section 6 of the Employment Agreement, you shall be treated
as a full-time employee of Advest, and as such shall
continue to be eligible for participation and shall continue
to participate in all Advest-sponsored incentive, savings
and retirement plans, and, subject to paragraph 4 of this
Agreement, shall continue to receive benefits under all
welfare benefit plans, practices, policies and programs
provided by Advest (including, and without limitation,
medical, prescription, dental, disability, employee life,
group life, dependent life, accidental death and travel
insurance plans and programs) applicable to other senior
Advest executives.
4. Medical Benefits. Upon stepping down from your present
position as Chief Executive Officer under Paragraph 1 above,
you and your wife (and in the event you predecease your
wife, your wife only), shall continue to be eligible and be
entitled to participate in all medical, prescription and
dental plans and programs sponsored by Advest which are in
effect from time to time for senior Advest executives paying
amounts active full-time employees pay for such coverage
until, with respect to coverage for you and your wife while
you are alive, the later of you attaining age 65 or your
termination of rendering or being available to render
services under Section 6 of the Employment Agreement, and
with respect to coverage for your wife after your death,
until your wife attains age 65. If for any reason Advest
fails to provide you and your wife with coverage in all
medical, prescription and dental plans and programs
sponsored by Advest, which are in effect from time to time
for senior Advest executives as required by the immediately
preceding sentence, Advest shall pay you and your wife as
applicable an amount in cash sufficient to provide you and
your wife after you pay any applicable taxes on such payment
with sufficient funds to provide you with benefits
equivalent to those you and your wife would have received
had Advest provided such coverage. After such time Advest
agrees to use its best efforts to cause you and your wife
(or your wife only if
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you should predecease her) to be eligible for coverage under
all its medical, prescription and dental plans and programs
sponsored by Advest which are in effect from time to time
for senior Advest executives provided that you or your wife,
as the case may be, elect to pay the full per capita cost
to Advest of such coverage.
5. Stock Options. After stepping down from your present
position as Chief Executive Officer under Paragraph 1 above
and while you are providing or being available to provide
services pursuant to Section 6 of the Employment Agreement,
in accordance with your continued treatment as a full-time
employee of Advest, you shall continue to be permitted to
hold and to exercise all outstanding stock options for the
full unexpired term of such options. Further, Advest
agrees to take whatever steps are necessary or helpful to
assure that you continue to have full rights to hold and to
exercise your unexercised stock options. If you refuse to
be available to provide services pursuant to Section 6 of
the Employment Agreement, die or become disabled or have
your employment with Advest terminated for Cause, your
rights to continue to exercise your outstanding options to
purchase Advest stock shall terminate in accordance with the
applicable stock option plan and grant documents.
6. Office Services. While providing services pursuant to
Section 6 of the Employment Agreement, Advest agrees to
provide the following for you:
(a) an office, secretarial services, a computer and
other office equipment, all as comparable to that provided
from time to time to other senior Advest executives; and
(b) an executive parking space at Advest's offices.
7. Charitable Contributions. While providing or being
available to provide services pursuant to Section 6 of the
Employment Agreement, you shall have the right to designate
from Advest's charitable contribution budget each year, the
recipient or recipients of $50,000 of charitable
contributions subject to the following: (i) that the chief
executive officer of Advest consent (which consent shall
not be unreasonably withheld or delayed) to your
designation of the recipient; and (ii) that you cooperate
with Advest and Advest's chief executive officer to assure
that Advest and Advest's chief executive officer achieve the
optimal quality of relationship with the recipient and any
other resulting relationship and utilize to the optimal
extent such charitable contribution and resulting
relationships. To the extent Advest's annual charitable
contribution budget is decreased or increased from the
budget in place at the time of this Agreement, the $50,000
amount referred to above shall be equitably adjusted by the
chief executive officer of Advest.
8. Other Activities. While providing or being available to
provide services pursuant to Section 6 of the Employment
Agreement, you may serve on corporate, civic or charitable
boards or committees, deliver lectures, fulfill speaking
engagements, teach at educational
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institutions, manage personal investments and engage in
such other business activities as you desire (and keep all
such remuneration received therefrom), provided that (i)
such activities do not materially interfere with the
performance of your services pursuant to Section 6 of the
Employment Agreement, and (ii) the chief executive officer
of Advest consents to the performance of such activities
(which consent shall not be unreasonably withheld or
delayed).
Please sign the enclosed acknowledgment copy of this
letter confirming your agreement with the terms of this
letter.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman, Human Resources Committee
for the Board of Directors
By signing below I confirm my agreement
with the terms of this letter.
/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
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