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Exhibit 10.10
December 31, 1996
Xx. Xxxxxxxxx Xxxxx
Xxxxx Rent A Car, Inc.
000 XX 0xx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Dear Macdonald:
This letter will confirm our understanding with respect to your employment. The
terms of your employment are as follows:
Position: Vice Chairman and Chief Marketing Officer of Alamo
Rent-A-Car, Inc. ("Alamo").
Reporting To: Xxxxx X. Xxxxxx, President and Chief Operating
Officer of Alamo.
Prior Agreements: You are currently a party to a Compensation
Agreement (the "Compensation Agreement") dated June
5, 1995, as amended, with Alamo. It is understood
that you hereby release Alamo from any and all
obligations under the Compensation Agreement in
exchange for Alamo's assumption of the obligations
expressed in this letter, including the payment to
you of the monetary benefits outlined herein. By
signing this agreement, you acknowledge that this
letter supersedes in all respects the Compensation
Agreement, such that the latter document is void and
of no effect, and all rights and obligations
thereunder are completely extinguished; that you
hereby release Alamo from all claims for any
liability that has arisen or may have arisen in
respect to the Compensation Agreement; and that the
obligations and benefits outlined in this letter are
in lieu of, rather than in addition to, any
obligations or benefits contained in the Compensation
Agreement.
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Annual Base Salary: You will be paid by Alamo at the base annual salary
rate of $375,000, less applicable withholdings.
Lump Sum Payment: On or before February 1, 1997, Alamo will pay you
$500,000, less applicable withholdings, which
represents the difference between the annual salary
payments projected under the Compensation Agreement
and your salary (or salary continuation payments)
under this agreement.
Eligibility Bonus: Commencing in 1997, you will be eligible to
participate in a new bonus program at Alamo. Your
bonus potential under this proposed plan (at 100%
goal attainment) would be twenty-five percent (25%)
of your annual base salary. The actual payment earned
will be based upon your achievement of reasonable
performance objectives to be mutually determined for
1997 and, for any subsequent year, to which you and I
will have mutually agreed prior to the beginning of
that calendar year.
Long Term Performance On or before February 1, 1997, Alamo will pay you
Award and Long Term (a) $390,720, less applicable withholdings, which
Completion Program: represents the full amount accrued in respect of the
Long Term Performance Award described in Paragraph 19
of the Compensation Agreement and (b) $467,122, less
applicable withholdings, which represents the full
current amount accrued in respect of the Long Term
Completion Program described in Paragraph 17 of the
Compensation Agreement. In consideration of such
payments and the other payments and benefits being
paid to you under this agreement, you hereby agree
that your participation under the Long Term
Completion Program described in Paragraph 17 of the
Compensation Agreement is terminated as of December
31, 1996 and acknowledge that nothing else is owed or
payable to you under such program.
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Salary Continuation: If Alamo terminates your employment for any reason
other than cause prior to December 31, 2000, you will
continue to receive your base salary, in regular
installments, through the earlier of (i) December 31,
2000 or (ii) the date upon which you engage in
conduct that meets the definition of "cause" under
this agreement. For purposes of this provision,
"cause" shall be defined as (i) conduct that violates
a provision of this agreement or (ii) dishonesty or
fraud for which there is a criminal statute in the
State of Florida as of the date the underlying
conduct takes place.
You will also be eligible for additional salary
continuation payments of $100,000 per year, less
applicable withholdings, payable in equal monthly
installments commencing January 1, 2001, and
continuing for 10 years. No payments will be owed,
however, for any year during such ten-year period
following December 31, 2000, in respect of which you
receive compensation from Alamo (or any successor) of
at least $100,000. Further, any obligation to make
payments under this provision shall cease as of the
date upon which you engage in conduct that meets the
definition of "cause" under this agreement.
Stock Options-Initial Republic Industries, Inc. ("Republic") will give you
Grant: a one-time grant of options to acquire 78,603 shares
of Republic's common stock at an exercise price of
$28.625 per share, the closing price per share on
December 30, 1996.
Under Republic's 1995 Employee Stock Option Plan (the
"Plan"), stock options vest at the rate of
twenty-five percent (25%) per year during your term
of employment, beginning with the first anniversary
of your initial grant. For your information, a copy
of the Plan is attached to this letter.
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Stock Options-Future Subject to the discretion of Republic's Board of
Grants: Director's Stock Option Committee, in 1998 and future
years, you will participate in the Plan and options
will be awarded to you in an amount commensurate with
your position.
The terms and conditions for granting options under
the Plan are subject to change from time to time as
determined by Republic's Board of Directors. At this
time, the multiplier to be applied to your annual
base salary is 6.0. (This multiplier, as with all
Plan provisions, is subject to change at the
discretion of Republic's Board of Director's Stock
Option Committee.) The product of this calculation is
divided by the share strike price (to be determined
by the Option Committee at the time of grant) which
yields the total number of shares to be granted.
These shares vest at twenty-five percent (25%) per
year beginning with the first anniversary of the date
of grant.
Employee Benefits: During your employment with Alamo, you will be
eligible for all regular fringe benefits as provided
from time to time under the same terms and conditions
as other employees of Alamo, such as vacation, health
care insurance, and the like. Modification of
employee fringe benefits shall be within the sole
discretion of Alamo.
Confidentiality/ This offer is also contingent upon your signing a
Noncompetition: Noncompetition and Confidentiality Agreement in the
form attached hereto and incorporated herein by
reference. By signing this letter, you acknowledge
that the monetary benefits outlined above, including
but not limited to the stock option grants,
constitute adequate consideration for your assumption
of the obligations set out in such Noncompetition and
Confidentiality Agreement.
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Miscellaneous: Please read carefully the following provisions, each
of which is an important consideration regarding
Alamo's willingness to enter into this agreement:
This agreement constitutes and contains the entire
agreement and understanding between the parties with
respect to the matters discussed herein and
supersedes any and all prior agreements, if any,
understandings, and negotiations relating thereto. No
promise, understanding, representation, inducement,
condition or warranty not set forth herein has been
made or relied upon by any party hereto. This
agreement may be amended or modified only by a
writing signed by both parties.
In the event of a conflict between any employee
benefit plan or plans described herein and the
applicable plan documents, the plan documents will
control.
This agreement shall be construed in accordance with
and governed in all respects by the laws of the State
of Florida.
Please confirm acceptance of this offer by signing in the space provided and
returning one original copy to me.
Sincerely,
