Exhibit 10.15
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November , 1999
Xxxxxx X. Xxxxx
0000 X.X. Xxxxxxxxx-Xxxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000-0000
Dear Xx. Xxxxx:
SUBJECT: Employment Agreement
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We wish you to accept employment with Renaissance Credit Services, Inc., a
Delaware Corporation (the "Corporation"), a subsidiary of Household
International, Inc. ("Household"), as of the closing date ("Closing Date") of
the merger of Renaissance Holdings, Inc., into the Corporation and to provide
you with fair and equitable treatment along with a competitive compensation
package. Also, we wish to assure your continued attention to your duties without
any possible distraction arising out of uncertain personal circumstances in a
change in control environment. We recognize that in the event of a change in
control of the Corporation or Household it is likely that your duties and
responsibilities would be substantially altered.
1. a. Beginning with the Closing Date, you will be employed by the
Corporation as President, Chairman of the Board and Chief Executive
Officer. In that capacity you are entitled to the following:
i. A minimum annual salary of $270,000;
ii. An annual bonus having a targeted value equal to fifty percent
(50%) and a maximum value of one hundred percent (100%) of your
annualized salary as of the end of the period in which the bonus
is earned. The amount of bonus for any year that you actually
receive, if any, will depend on the achievement of the
Corporation and your individual goals established for that year
and the terms of the Household International Corporation
Executive Bonus Plan, and any successor or substitute plan or
plans (the "Bonus Plan"). Your bonus will be prorated based on
the number of elapsed months in the performance period in the
case of death, permanent and total disability (as described in
Section 4(a) (iii)), or retirement under the Household Retirement
Income Plan or any successor tax qualified defined benefit
pension plan;
iii. An annual special incentive payment in accordance with the
provisions of the Household International Renaissance Incentive
Compensation
Plan as referred to in the Merger Agreement with Renaissance
Holdings, Inc.;
iv. Continuation of the loan forgiveness program in effect as of
November 1, 1999 with respect to promissory notes executed by you
and dated July 30, 1996 and May 30, 1995;
v. Other compensation, benefits, and perquisites as described in,
and in accordance with, Household's compensation, benefit, and
perquisite plans (the "Plans") applicable to senior executives of
Household in Band D; and
vi. A sabbatical leave of 12 weeks beginning no sooner than June 1,
2001 which will be in place of any TOP days for the calendar year
in which the sabbatical leave occurs. Annual salary shall
continue during such sabbatical leave, but any annual bonus or
other incentive payment shall be pro-rated to reflect the
sabbatical leave in excess of the TOP days for such year.
b. You will be eligible for future grants of stock options and/or
restricted stock rights under the Household International 1996 Long-
Term Executive Incentive Compensation Plan, and any successor or
substitute plan or plans (the "Long-Term Plan"). The amount and
frequency of future grants shall be solely determined by Household's
Board of Directors and shall reflect your level of responsibility with
Household or its affiliates.
2. Subject to termination as provided herein, the initial term of this
Agreement shall extend until December 31, 2002. This Agreement may also be
terminated prior to that time by Household or you upon ninety (90) days
prior written notice and with the consent of both parties to this
Agreement. In addition, your employment under the Agreement may be
terminated for cause by the Corporation upon written notice to you. For
purposes of this Agreement, cause for termination includes, but is not
limited to, the following types of conduct and circumstances: (a)
commission of an act materially and demonstrably detrimental to the
financial condition and/or goodwill of the Household or any of its
subsidiaries, which act constitutes gross negligence or willful misconduct
in the performance of your material duties to the Household or any of its
subsidiaries, or (b) commission of any material act of dishonesty or breach
of trust resulting or intended to result in your material personal gain or
enrichment at the expense of Household or any of its subsidiaries, or (c)
conviction of a felony involving moral turpitude, but specifically
excluding any conviction based entirely on vicarious liability. No act or
failure to act will be considered "willful" unless it is done, or omitted
to be done, in bad faith or without reasonable belief that your action or
omission was in the best interests of the Household. In addition, no act or
omission will constitute cause unless the Household has given detailed
written notice thereof to you and, where remedial action is feasible, you
then fail to remedy that act or omission within a reasonable time after
receiving such notice.
3. During your employment with the Corporation or Household (or any affiliate
of Household) you will devote your reasonably full business time and
energies to the faithful and diligent performance of the duties inherent
in, and implied by, your position.
4. In consideration of your employment with the Corporation or Household (or
any affiliate of Household), it is mutually agreed that:
a. In the event your employment is terminated during the term of this
Agreement by Household or the Corporation or such Household affiliate
for any reason other than:
i. cause as referred to in paragraph 2 above;
ii. death; or
iii. inability, for reasons of disability, reasonably to
perform your duties for six consecutive months;
b. In the event that during the term of this Agreement you resign your
position with the Corporation or Household or such Household affiliate
because, within 6 whole months prior to your resignation, any
successor to Household, by acquisition of stock or substantially all
of the assets, by merger or otherwise, repudiated this Employment
Agreement; or
c. In the event that during the term of this Agreement you resign your
position with the Corporation, Household and all Household affiliates
because, within 6 months prior to your resignation, one or more of the
following occurred:
(i) your annual salary was reduced;
(ii) your annual target bonus or your status or responsibilities
were substantially changed;
(iii) your benefits or perquisites were reduced in a manner
inconsistent with the treatment of benefits and perquisites
for a majority of senior executives of Household;
(iv) you were reassigned without your consent to a geographical
area outside of the Portland, Oregon area;
(v) any successor to the Corporation by acquisition of stock or
substantially all of the assets, by merger or otherwise,
failed to expressly adopt or otherwise repudiated this
Employment Agreement; or
(vi) over 50% of the Corporation's stock is not held by
Household, or Household sells substantially all of the
assets of, liquidates, or otherwise disposes of, the
Corporation;
the Corporation (or Household or its affiliate) shall be required, and
hereby agrees, to make promptly a lump sum cash payment to you in an amount
equal to
200% of your then annual salary plus 200% of the annual bonus described in
subparagraph 1 a (ii) for the most recent completed calendar year or the
average for the most recent two completed calendar years if more than one
year has been completed. If less than one year has been completed the cash
payment should be 200% of your annual salary plus $200,000 (200% of
$100,000). This payment shall be in addition to all other compensation and
benefits accrued to the date of termination of employment. Payments under
this paragraph 4 are in lieu of any other severance or benefit continuation
that Household may provide for its employees other than as required by law.
5. You are not required to mitigate the amount of any payments to be made by
the Corporation, Household or any affiliate thereof pursuant to this
Agreement by seeking other employment, or otherwise, nor shall the amount
of any payments provided for in this Agreement be reduced by any
compensation earned by you as the result of self-employment or your
employment with Household, the Corporation or any affiliate thereof.
6. If any part or all of the amounts to be paid to you constitute "Parachute
Payments" within the meaning of section 280G (b) (2) (A) of the Internal
Revenue Code of 1986, as amended (the "Code"), and a reduction of the
amount by 10% or less would totally avoid the imposition of any Excise Tax,
such amounts shall be reduced so that the aggregate present value of the
amounts constituting the Parachute Payments will be equal to 299% of your
"annualized includible compensation for the base period," as such term is
defined in section 280G (d) (1) of the Code. For the purpose of this
paragraph 6, present value shall be determined in accordance with section
280G (d) (4) of the Code.
7. If a dispute arises regarding the termination of your employment or the
interpretation or enforcement of this Agreement and you obtain a final
judgment in your favor from a court of competent jurisdiction from which no
appeal may be taken, whether because the time to do so has expired or
otherwise, or your claim is settled by Household, the Corporation or its
successor prior to the rendering of such judgment, all reasonable legal and
other professional fees and expenses incurred by you in contesting or
disputing any such termination or in seeking to obtain or enforce any right
or benefit provided for in this Agreement or in otherwise pursuing your
claim will be promptly paid by Household, the Corporation or its successor
with interest thereon at the highest statutory rate of your state of
domicile for interest on judgments against private parties.
8. During the course of your performance under this Agreement, you will
receive and be exposed to confidential and proprietary information relating
to Household's and the Corporation's business practices and strategies
("Confidential Information"). Such Confidential Information may include but
shall not be limited to confidential and proprietary information that is
marked "Confidential" or its equivalent and the Corporation's marketing and
customer support strategies, financial information,
including sales, costs, profits and pricing methods, internal organization,
employee lists and customer lists. At all times during the term of
employment and thereafter, you will hold in strictest confidence and will
not disclose or use any Confidential Information, except as such disclosure
or use may be required in connection with your work for the Corporation or
Household. Notwithstanding the foregoing, "Confidential Information" shall
not be deemed to include information which you can demonstrate is now, or
hereafter becomes, through no act or failure to act on your part, generally
known or publicly available.
9. For the period ending one (1) year after the termination of this Agreement
or after your termination of employment, whichever is later, you will not
solicit customers of the Corporation or Household in connection with the
offering of financial services that might compete with Household current or
proposed offerings nor solicit to hire any employee of the Corporation or
Household which would result in a termination of his or her employment with
the Corporation or Household in order to join any company or organization
in which you have an interest, financially or otherwise.
10. The parties intend that this Agreement shall supersede any employment
agreement entered into by and between you and Renaissance Holdings, Inc.
and/or any subsidiary or affiliate thereof, including the agreement made as
of July 1, 1996 with Renaissance Bankcard Services.
11. The provisions of this Agreement shall be construed, to the extent
possible, so as to guarantee their enforceability. In case any one or more
of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
in it.
12. Any successor to the Household or the Corporation, by acquisition of stock
or substantially all of the assets, by merger or otherwise, shall be
required to adopt and abide by the terms of this Agreement. This Agreement,
and any rights to receive payments hereunder, may not be transferred,
assigned or alienated by you.
13. All benefits under this Agreement shall be general obligations of the
Corporation or Household which shall not require the segregation of any
funds or property. Notwithstanding the foregoing, in the discretion of the
Corporation or Household, the Corporation or Household may establish a
grantor trust or other vehicle to assist it in meeting its obligations
hereunder, but any such trust or other vehicle shall not create a funded
account or security interest for you.
14. This Agreement may only be amended or terminated by written agreement,
signed by both of the parties. It is agreed that Household may assign this
Agreement to the Corporation or any of its affiliates, but such assignment
shall not release Household or the Corporation from their obligations
hereunder.
15. Except as to any controversy or claim which you elect by written notice to
the Corporation to have adjudicated by a court of competent jurisdiction,
any controversy or claim arising out of or relating to this Agreement or
breach hereof shall be settled by mediation or arbitration in Chicago,
Illinois in accordance with the laws of the State of Illinois. The
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association. The costs and expenses of the arbitrator(s) shall
be borne by the Corporation. The award rendered by the arbitrator(s) shall
be binding upon the parties. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction.
16. This Agreement may be executed by the parties hereto in two (2) or more
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.
17. This Agreement shall be construed and interpreted in accordance with and
governed by the laws of the State of Illinois, other that the conflict of
laws provisions of such laws.
18. If any provision of this Agreement shall be adjudged by any court of
competent jurisdiction to be invalid or unenforceable for any reason, such
judgment shall not affect, impair, or invalidate the remainder of this
Agreement. Furthermore, if the scope of any restriction or requirement
contained in this Agreement is too broad to permit enforcement of such
restriction or requirement to its full extent, then such restriction or
requirement shall be enforced to the maximum extent permitted by law, and
you agree that any court of competent jurisdiction may so modify such scope
in any proceeding brought to enforce such restriction or requirement.
19. All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand
or by recognized commercial delivery service or if mailed within the United
States by first class certified mail, return receipt requested, postage
prepaid, addressed as follows:
(1) If to Household or the Corporation, to:
Household International, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Senior Vice-President-Human Resources
(2) If to you, to:
Xxxxxx X. Xxxxx
0000 X.X. Xxxxxxxxx-Xxxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000-0000
Such addresses may be changed by written notice sent to the other party at the
last recorded address of that party.
20. The Corporation shall provide for the withholding of any taxes required to
be withheld by federal, state, or local law with respect to any payment in
cash, shares of stock and/or other property made by or on behalf of the
Corporation to or for your benefit under this Agreement or otherwise. The
Corporation may, at its option; (a) withhold such taxes from any cash
payments owing from the Corporation to you under this or any other
agreement, (b) require you to pay to the Corporation in cash such amounts
as may be required to satisfy such withholding obligations and/or (c) make
other satisfactory arrangements with you to satisfy such withholding
obligations.
Our signatures below indicate our mutual agreement and acceptance of the
foregoing terms and provisions, all as of the date first above set forth.
Sincerely,
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ X. X. Xxxxx
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Siddharth N. (Xxxxx) Xxxxx
Group Executive
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
