Document/Exhibit Description Pages Size
1: 10-K Republic New York Corporation 172± 769K
2: EX-3.B Articles Supplementary to Articles of Incorp. 4 19K
3: EX-10.D.I Employment Agreement With Robert Cohen 10 39K
4: EX-10.D.II Employment Agreement With George Wendler 9 29K
5: EX-10.E Consulting Agreement With Walter H. Weiner 7 20K
6: EX-11 Computation Os Earnings Per Share of Common Stock 2± 11K
7: EX-12 Computation of Ratios of Earnings to Fixed Charges 2± 10K
8: EX-21 Subsidiaries of the Corporation 2± 12K
9: EX-23 Consent of Kpmg Peat Marwick LLP 1 8K
10: EX-23.A Consent of Kpmg Audit, Reviseurs D' Enterprises 1 9K
11: EX-24 Power of Attorney 1 8K
12: EX-27 Financial Data Schedule 2± 8K
Exhibit 10d(i)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of December 31, 1996 between Robert Cohen
("Executive") and REPUBLIC NATIONAL BANK OF NEW YORK, a national banking
association ("Employer") and a subsidiary of Republic New York Corporation
("RNYC").
In consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
SECTION 1
Employment of Executive
1.01 Employer hereby agrees to employ Executive and Executive hereby agrees to
be and remain in the employ of Employer upon the terms and conditions
hereinafter set forth.
SECTION 2
Employment Period
2.01 The term of Executive's employment under this Agreement (the "Employment
Period") shall commence on the date that the Executive's employment with his
present employer terminates, but in no event later than April 1, 1997 and shall
continue, subject to earlier termination as provided in Sections 5.01 and 5.02
hereof, (i) until December 31, 1999 (the "Initial Employment Period") or (ii)
until December 31, 2001 (the "Extended Employment Period") if on or before
January 2, 1999 Employer notifies Executive of its intention to extend such
employment period through December 31, 2001 (the "Extension Notice") and
Executive agrees to such extension by notice given to Employer on or before
January 31, 1999 (the "Acceptance Notice"), and (iii) after December 31, 2001
for successive one (1) year periods (each a "Renewal Employment Period") unless
terminated as of the end of any year on or after December 31, 2001 by either
party on twelve months written notice to the other.
SECTION 3
Duties and Responsibilities
3.01 General. During the Employment Period, Executive shall (i) hold the
title and positions of Vice Chairman with Employer and with RNYC (which
shall not be changed without his consent) with such responsibilities as may be
assigned to him
from time to time by the Chairman of the Board or the board of directors of the
Employer and RNYC, provided, however, that such duties must be commensurate with
services to be performed by a Vice Chairman, (ii) be a director of Employer and
RNYC and a member of the Executive Management Committee of Employer, and (iii)
devote his full attention and expend his best efforts, energies and skills on a
full-time basis to the business of the Company. For all purposes of this
Agreement, the term "Company" means Employer and all corporations, associations,
companies, partnerships, firms and other enterprises controlled by or under
common control with Employer. During the Employment Period, executive will be
subject to all of the policies, rules and regulations applicable to executives
of Employer of comparable status and will report to and comply with all
reasonable directions and instructions of the Chairman of the Board or board of
directors which are commensurate with services to be performed by a Vice
Chairman.
SECTION 4
Compensation and Related Matters
4.01. Compensation, Generally. For all services rendered and required to be
rendered by, covenants of, and restrictions imposed on, Executive under this
Agreement, Employer shall pay Executive during and with respect to the
Employment Period, and Executive agrees to accept the Base Salary, Minimum
Bonus and other compensation as set forth on Exhibit 4.01.
4.02. Other Benefits. During the Employment Period, subject to, and to the
extent Executive is eligible under their respective terms, Executive shall be
entitled to receive such fringe benefits as are, or are from time to time
hereafter, generally provided by Employer to executives of comparable status
(other than those provided under or pursuant to separately negotiated individual
employment agreements or arrangements) under any pension or retirement plan,
disability plan or insurance, group life insurance, medical insurance, travel
accident insurance, or other similar plan or program of Employer. The
Executive's Base Salary shall (where applicable) constitute the compensation on
the basis of which the amount of Executive's benefits under any such plan or
program shall be fixed and determined. In addition, upon the request of the
Executive the Employer shall lend or cause to be lent to Executive for a period
ending one (1) year after the expiration or termination of the Employment Period
the sum of Two Million ($2,000,000) Dollars, which loan shall be secured by a
first mortgage on the residence(s) of the Executive and shall be payable as
follows: (i) interest only on a monthly basis at the lowest rate then permitted
by the Internal Revenue Code without interest being imputed and (ii) principal
shall be repayable based upon a twenty-five year amortization schedule and the
outstanding principal balance shall be due and payable on the one (1) year
anniversary of the expiration or termination of the Employment Period.
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4.03. Expense Reimbursement. Employer shall reimburse Executive for all
business expenses reasonably incurred by him in the performance of his duties
under this Agreement upon his presentation, not less frequently than monthly,
of signed, itemized accounts of such expenditures all in accordance with
Employer's procedures and policies as adopted and in effect from time to time
and applicable to its executives of comparable status. During the Employment
Period the Executive shall receive an automobile and insurance, together with
reimbursement for maintenance expenses of such automobile.
4.04. Vacations. Executive shall be entitled to vacations consistent with
Employer's practices in respect thereof, which vacations shall be taken at
such time or times as shall not unreasonably interfere with Executive's
performance of his duties under this Agreement.
SECTION 5.
Termination of Employment Period
5.01. By Employer: Cause. Employer may, at any time during the Employment
Period by notice to Executive, terminate Executive's employment under this
Agreement "for cause". Termination by the Corporation for "cause" shall mean
termination by a vote of the majority of the Employer's Board of Directors
(exclusive of the Executive). Notice by the Employer to terminate the Executive
for cause shall also provide the Executive with (a) a period of thirty (30) days
during which the Executive shall be given the opportunity to cure such deficient
performance if the termination is under (i) below and (b) and opportunity,
together with his counsel, to be heard before the Board of Directors, at the
expiration of such thirty (30) day period if the termination is under (i) below
or within seven (7) days of the giving of the notice of termination under (ii)
below. If the Executive does not cure such deficient performance under (i)
below, the termination for cause shall be effective immediately after the
hearing before the Board of Directors or if the Executive declines the
opportunity to be heard upon the expiration of the thirty (30) day period. The
termination for cause under (ii) below shall be effective immediately after the
hearing before the Board of Directors or if the Executive declines the
opportunity to be heard upon the expiration of the seven (7) day period. The
termination for cause under (iii) below shall be effective immediately. The
employment of the Executive shall in no event be considered to have been
terminated by the Employer for cause if termination of his employment took place
as the result of an act or omission which occurred more than twelve calendar
months prior to the Executive's having been given notice of the termination of
his employment for such act or omission unless the commission of such act or
such omission could not at the time of such commission or omission have been
known to a member of the Board of Directors of the Corporation (other than the
Executive, if
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he was then a member of the Board of Directors), in which case more than twelve
calendar months from the date that the commission of such act or such omission
was or could reasonably have been so known. Any notice of termination for cause
shall specify with reasonable detail the nature of the cause for such
termination. For the purposes hereof, "for cause" means:
(i) a material breach by Executive of any provision of this Agreement;
(ii) the commission of a fraud or other act of dishonesty by Executive in the
course of his employment hereunder; or
(iii) the commission by Executive of a felony or other unlawful act involving
moral turpitude or dishonesty, whether or not in connection with
Executive's employment hereunder, as evidenced by Executive's conviction
therefore (including a plea of nolo contendere therefor).
5.02 Death-Disability. The Employment Period shall end on the date of
Executive's death or, if Executive becomes disabled as a result of mental or
physical illness or injury so that he cannot perform fully his duties hereunder
for a period of six months in any 12 month period or eight months in any 24
month period, then, at Employer's option the Employment Period shall end in the
event of that disability.
5.03 Good Reason. Executive may, at any time during the Employment Period by
notice to Employer, terminate Executive's employment under this Agreement for
"Good Reason" by giving written notice thereof to the Employer. For purposes of
this Agreement, the Executive shall have "Good Reason" to terminate his
employment if:
(i) Any duties are assigned to the Executive that are materially inconsistent
with or are a material change from his duties as set forth in Section 3
hereof; or
(ii) The Employer fails to comply in any material respect with any of its
material covenants and agreements hereunder; or
(iii) The Employer purports to terminate the Executive's employment and does not
comply with the procedures set forth in Section 5 hereof.
The Executive's written notice of termination of his employment hereunder for
"Good Reason" shall specify with reasonable detail the nature of the grounds for
such termination and provide the Employer with a period of thirty (30) days
during which the Employer shall be given the opportunity to cure its deficient
performance.
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5.04. Entitlements upon Termination. The Executive shall be entitled to the
following upon the termination of this Agreement:
(a) If the Corporation terminates this Agreement for Cause, the
Executive shall receive Base Salary through the date of
termination and Minimum Bonus.
(b) In the event of the Executive's death or if the Employer
terminates the Executive's employment hereunder on the
ground that the Executive is disabled, the Executive's
estate or legal representative or the Executive, as the case
may be, shall receive: (i) the Executive's Base Salary
through the date of termination and Minimum Bonus; (ii)
payment for any unused vacation to which Executive would
have been entitled pursuant to Section 4 hereof; and (iii)
all of the shares of the 5,900 Share Restricted Stock Grant
(herein defined in Exhibit 4.01) shall immediately vest.
(c) If the Employee shall terminate the Executive's employment
without cause, in breach of this Agreement (it being
understood that a purported termination for cause which is
disputed and finally determined not to have been proper
shall be a termination by the Employer without cause), or if
Executive shall terminate his employment for Good Reason,
then:
(i) The Employer shall pay Executive the amounts set
forth in Section 5.04(b) above;
(ii) The Employer shall continue paying to the
Executive his Base Salary and Minimum Bonus
through the end of the Employment Period in
accordance with Section 4.01 hereof and the
Executive shall continue to be entitled to and
shall receive his benefits under Section 4.02
hereof through the end of the Employment Period;
(iii) Executive shall receive all of the shares of the
11,800 Share Restricted Stock Grant that would
vest through the end of the Employment Period; and
(iv) The Employer shall also pay all amounts the
Executive would have received under the Employer's
pension plan or similar benefit plans, if any, if
the Employer had not terminated this Agreement
without Cause or the Executive had not terminated
this Agreement for Good Reason and had the
Executive's
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employment continued through the end of the Employment Period at the
rate of compensation specified herein.
(d) Unless the Employment Period hereunder shall have been terminated
under Section 5.01 or Section 5.02 hereof, if the Employment Period is
not extended to include the "Extended Employment Period" (through
December 31, 2001) (i) for any reason whatsoever (including, without
limitation, Employer's failure to give an Extension Notice or
Employee's failure to give an Acceptance Notice) then, and in such
event, Employer shall continue paying to the Executive Base Salary and
Minimum Bonus (in accordance with Section 4.01 hereof) for a period of
one (1) year after the end of the Employment Period, and (ii) because
of the Employer's failure to give an Extension Notice, in addition to
the payment provided for in clause (i), all of the shares of the 5,900
Share Restricted Stock Grant shall immediately vest.
5.05. Mitigation. The Executive shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise. Payments to the Executive provided for in this Agreement after the
expiration or termination of the Employment Period shall, however, be reduced
by any compensation for subsequent employment received by the Executive during
the period after the expiration of the Employment Period that the Executive is
receiving payments under this Agreement.
SECTION 6
Location of Executive's Activities
6.01. Executive's principal place of business in the performance of his duties
and obligations under this Agreement shall be in the Employer's headquarters in
New York City, but Executive shall be required to engage in such travel as may
be necessary or appropriate to the performance of such duties and obligations.
SECTION 7
Exclusivity of Services, Confidential
Information and Restrictive Covenants
7.01. Exclusivity of Services and Restriction. During the Employment Period,
Executive shall not, directly or indirectly, (a) be or become interested in or
associated with (as an officer, director, stockholder, partner, consultant,
owner, executive, agent, creditor or otherwise) any business that is then, or
which then proposes to become, a competitor of the Company, (b) induce or seek
to influence any officer of the Company to leave its employ, (c) aid a
competitor of the Company in hiring a
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person who shall have been employed by the Company within the period of one year
of the date of any such aid, or (d) solicit for any person other than the
Company any banking or banking related business of any customer or depositor of
the Company. During the Relevant Period Executive shall not, directly or
indirectly, (i) induce or seek to influence any officer of the Company to leave
its employ, (ii) aid a competitor of the Company in hiring a person who shall
have been employed by the Company within the period of one year of the date of
any such aid, or (iii) solicit for any person other than the Company any banking
or banking related business of any non-institutional customer or depositor of
the Company as of the expiration or termination of the Employment Period or at
any time during the immediately preceding twelve (12) month period. The
"Relevant Period" shall be the period commencing at the end of the Employment
Period, and ending one (1) year thereafter.
7.02. Confidential Information. Executive shall not at any time, whether during
the Employment Period or thereafter, disclose or use (except in the course of
his employment hereunder and in furtherance of the business of the Company, or
as required by applicable law) any confidential information, trade secrets or
proprietary data (including, without limitation, customer and depositor lists
and the identity of and any information relating to any customer or depositor)
of the Company.
7.03. Disclosure of Restrictions. If Executive shall accept or commence
employment with, or agree to provide services to, any person (except a person
who is then affiliated with the Company) during the period from the date hereof
through the end of the Relevant Period then, and in such event, on or before
the date of such acceptance or agreement (and before commencement of employment
or the provision of services), Executive shall deliver a copy of this Section 7
to his proposed employer.
7.04. Breaches of Provisions. If Executive breaches any of the provisions of
this Section 7 then, and in any such event (and without waiving such
restrictions), in addition to any other remedies available to Employer,
Executive shall not be entitled to any compensation (under Section 7.01) for
any period following the end of the Employment Period.
7.05. Injunction. Notwithstanding any other provisions of this Agreement,
Executive acknowledges and agrees that in the event of a violation or
threatened violation of any of the provisions of this Section 7, Employer and
the Company shall have no adequate remedy at law and shall therefore be
entitled to enforce each such provision by temporary or permanent injunctive or
mandatory relief obtained in any court of competent jurisdiction without the
necessity of proving damage or posting a bond or other security, and without
prejudice to any other remedies that may be available at law or in equity.
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7.06. Notification. Notwithstanding anything to the contrary in this Agreement
(and without limiting anything hereinabove provided), if, during the Employment
Period or the Relevant Period, Executive obtains other employment or engages in
his own business or otherwise engages in any business activities for his own
benefit or account, Executive shall immediately notify Employer of the same,
identifying his employer and disclosing the general nature of his business
activity.
SECTION 8
Miscellaneous
8.01. Notices. Any notice, consent or authorization required or permitted to be
given pursuant to this Agreement shall be in writing and sent to the party for
or to whom intended, at the address to such party set forth below, by
registered or certified mail (if available), postage paid or by overnight
courier service, or at such other address as either party shall designate by
notice given to the other in the manner provided herein. Any such notice shall
be effective three (3) business days after deposit with the United States Post
Office or one (1) business day after deposit with the overnight courier service.
If to Employer: Republic National Bank of New York
452 Fifth Avenue
New York, New York 10018
Attn: Chairman
If to Executive: Robert Cohen
857 Fifth Avenue
New York, New York 10021
With a copy to: William B. Wachtel, Esq.
Gold & Wachtel, LLP
110 East 59th Street
New York, New York 10022
8.02. Taxes. Employer is authorized to withhold (from any compensation or
benefits payable hereunder to Executive) such amounts for income tax, social
security, unemployment compensation and other taxes as shall be necessary or
appropriate in the reasonable judgment of Employer to comply with applicable
laws and regulations.
8.03. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
agreements made and to be performed therein.
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8.04. Prior Employment. Executive represents to Employer that Executive is
not a party to or bound by any agreement, understanding or restriction that
would or may be breached by Executive's execution and full performance of this
Agreement.
8.05. Headings. All descriptive headings in this Agreement are inserted for
convenience only and shall be disregarded in construing or applying any
provision of this Agreement.
8.06. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
8.07. Severability. If any provision of this Agreement, or part thereof, is
held to be unenforceable, the remainder of such provision and this Agreement, as
the case may be, shall nevertheless remain in full force and effect.
8.08. Entire Agreement and Representation. This Agreement contains the entire
agreement and understanding between Employer and Executive with respect to the
subject matter hereof. No representations or warranties of any kind or nature
relating to the Company or its several businesses, or relating to the Company's
assets, liabilities, operations, future plans or prospects have been made by or
on behalf of Employer to Executive. This Agreement supersedes any prior
agreement between the parties relating to the subject matter hereof and shall
supersede any Stock Option Plan or benefit program of the Company to the extent
that it is more restrictive and/or less beneficial to the Executive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
REPUBLIC NATIONAL BANK OF NEW YORK
BY: /s/ Walter H. Weiner
-------------------------------------
Agreed: /s/ Robert Cohen
------------------------------------
Robert Cohen
Date: 1/7/97
------------------------------------
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Exhibit 4.01
Compensation
1. Base Salary. During the Employment Period, Employer will pay to Executive
Base Salary at the rate of Two Hundred Thousand ($200,000) per annum. Such Base
Salary will be payable in installments in accordance with Employer's regular
practice.
2. Minimum Bonus. For and with respect to each calendar year (or part thereof)
ending within the Employment Period, Employer will pay Executive a Minimum
Bonus at the annual rate of Five Hundred Thousand ($500,000). The Minimum Bonus
will be paid in cash (paid within 90 days after the end of the calendar year).
3. Discretionary Bonus. In the sole judgment and discretion of the
Employer, Executive may also be paid an additional annual Discretionary Bonus
which, at Executive's option, shall be payable in a combination of cash and
shares of Restricted Stock awarded pursuant to RNYC's Long-Term Incentive Stock
Plan in his sole and absolute discretion.
4. Sign-On Bonus. Within thirty (30) days after Executive commences employment
hereunder, Executive will be paid a Sign-On Bonus of Three Hundred Sixty Five
Thousand ($365,000).
5. Restricted Stock Grants. Within thirty (30) days after the commencement of
the Initial Employment Period, the Employer shall issue to the Executive 5,900
shares of Restricted Stock (the "5,900 Share Restricted Stock Grant") and 11,800
shares of Restricted Stock (the "11,800 Share Restricted Stock Grant"), both
pursuant to RNYC's Long-Term Incentive Stock Plan. The following
provisions shall apply to these grants: subject to the accelerated vesting under
Section 5.04: the 5,900 Share Restricted Stock Grant shall vest in its entirety
on December 31, 2001 if Executive is then in Employer's employ and the 11,800
Share Restricted Stock Grant shall vest at the rate of 2,360 shares per year
as of an on January 10 of each year if Executive is in Employer's employ on
December 31 of the immediately preceding year. After the end of his employment,
Executive shall have no further right or interest in any shares which do not
vest pursuant to these provisions or the accelerated vesting provisions under
Section 5.04.
Dates Referenced Herein and Documents Incorporated by Reference
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