Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Alexander & Alexander 22 136K
2: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 27K
3: EX-3.4 Articles of Incorporation/Organization or By-Laws 35 86K
5: EX-10.20 Material Contract 5 18K
6: EX-10.23 Material Contract 7 33K
7: EX-10.24 Material Contract 11 50K
8: EX-10.25 Material Contract 292 562K
9: EX-10.26 Material Contract 303 841K
4: EX-10.3 Material Contract 8 27K
10: EX-13.0 Annual or Quarterly Report to Security Holders 50 241K
11: EX-21 Subsidiaries of the Registrant 8 46K
12: EX-23.0 Consent of Experts or Counsel 1 8K
EX-10.23 — Material Contract
| EX-10.23 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Alexander & Alexander Services Inc.
1211 Avenue of the Americas
New York, N.Y. 10036
Telephone 212 840-8500
Fax 212 869-7535
March 16, 1994
Mr. Tinsley H. Irvin
8 Deer Park Court
Greenwich, CT 06830
Transition Employment, Retirement and Consulting Agreement
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Dear Tinsley:
This letter sets forth the understandings and
agreements between you and Alexander & Alexander Services Inc.
(the "Company") with regard to your resignation from the
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positions of Chairman of the Board of Directors of the Company
(the "Board") and Chairman of the Executive Committee of the
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Board as of January 14, 1994 (the "Resignation Date"); your
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continuing service during a transition period as a director of
the Company at least until the 1994 annual meeting of
shareholders (the "1994 Shareholders Meeting") and your
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continuing employment as Chief Executive Officer of the Company
through the earlier of March 31, 1994 or the appointment of a
successor Chief Executive Officer (the "Transition Period");
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retirement from the Company at the end of the Transition Period
(the "Retirement Date"); and your services as a consultant to
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the Company for a period of three months following the
Retirement Date (the "Consulting Period").
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1. Resignation. It is acknowledged and agreed that
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as of the Resignation Date you resigned from your positions as
Chairman of the Board and as Chairman of the Executive
Committee.
2. Transition Employment. Following the Resignation
----------------------
Date, you shall continue to serve as a director of the Company
at least until the 1994 Shareholders Meeting, and as Chief
Executive Officer of the Company during the Transition Period.
During the Transition Period your compensation and benefits
shall continue as currently in effect.
3. Retirement. You and the Company agree that you
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shall voluntarily retire from your position as Chief Executive
Officer of the Company, and as an officer or employee of the
Company and its affiliates, as of the Retirement Date.
4. Retirement Benefits.
--------------------
(a) Retirement Plans. Following the Retirement Date,
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you shall be eligible for full unreduced retirement benefits
under the Company's qualified pension plan and its Supplemental
Executive Retirement Plan for Senior Management as of the
Retirement Date. Those benefits shall be payable to you in
accordance with the terms and provisions of such pension plans
in effect on such date and in accordance with the resolution of
the Compensation and Benefits Committee of the Company's Board
of Directors dated December 18, 1988. The Company agrees to
waive any right it may have to reduce pension benefits by the
amount of income you may receive from future employment.
(b) Severance Plans. You shall be entitled to
----------------
severance benefits under the Company's Senior Executive
Severance Plan (the "Severance Plan"), with certain
--------------
modifications described below.
(i) If you should choose Option B under the
Severance Plan, the Company agrees that the lump sum
payment under Option B will be based on 30 months' salary
discounted at a rate of 7% to a present value.
(ii) The Company agrees to waive any right it
may have to cause you to repay the severance benefit
payments received under the Severance Plan on account of
future employment.
(c) Stock Options. The Company agrees that all of
--------------
your unvested options granted pursuant to the 1988 Long Term
Incentive Compensation Plan and the 1982 Key Employee Stock
Option Plan shall vest upon your retirement on the Retirement
Date and that you will be entitled to exercise each stock
option for a three-year period following the Retirement Date
or, if shorter, until the expiration of the original term of
the stock option.
(d) Membership Fees. The Company agrees to reimburse
----------------
you for all membership fees and dues for your current country
club memberships through the first anniversary of the 1994
Shareholders Meeting.
(e) Company Car. The Company agrees to determine
------------
your rights to the Company car in accordance with current
Company policy.
(f) Other Benefits. In addition, you shall be
---------------
eligible to continue to participate in the Company's employee
benefit plans, including, without limitation, health, dental
and life insurance plans, during the Consulting Period and to
be entitled to retiree benefits in accordance with current
Company policy.
(g) Continuation of Indemnification. The Company
--------------------------------
agrees that you shall continue to be defended in those cases in
which you are currently a party, and shall otherwise continue
to be eligible for defense and indemnification to the maximum
extent permitted by and subject to the terms of, Maryland
General Corporation Law, and otherwise to the full extent
provided for in the Company's by-laws for current officers and
directors, against any and all liabilities and expenses
incurred by you in connection with your service as an employee,
officer or director.
(h) Use of Company Office. The Company shall provide
----------------------
you with an office with access to office services in a branch
office of the Company, as mutually agreed to by both parties.
5. Consulting Services. During the Consulting
--------------------
Period, you agree to remain available to provide consulting
services to the Board and to your successor as Chief Executive
Officer. The consulting services shall be performed at such
times as shall be reasonably agreed to by you and the Company.
The Company agrees that you will not be required to make an
onerous time commitment to such consulting duties and in no
event more than 40 hours per month. During the Consulting
Period, you shall not be an employee of the Company, but shall
act in the capacity of an independent contractor. The Company
may extend the Consulting Period by up to two additional
three-month periods (the "Renewal Periods") at the election of
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the Company, but only with your consent in writing.
6. Consulting Payments.
--------------------
(a) Subject to the provisions of this paragraph 6, in
consideration of the consulting services rendered by you and
available to be rendered by you in accordance with paragraph 5
above and your agreements and undertakings in paragraphs 7
through 12 inclusive below, the Company will pay you a
consulting fee (the "Consulting Fee") for the Consulting Period
--------------
(and for each additional three-month Renewal Period, if any) of
$100,000, payable in equal monthly installments, plus
reimbursement for all of your out-of-pocket expenses.
(b) If the Company determines that, following the
start of the Consulting Period, you have breached in any
material respect any of your covenants under paragraphs 7
through 13 inclusive below, then, as of the date of such
breach, the Company shall have no further obligation to pay you
any remaining unpaid installments of the Consulting Fee. Any
such determination shall be made by the Company in good faith
and subject to your having a reasonable period of time to cure
any such alleged breach.
7. Secrecy. You shall hold in secrecy for the
--------
Company all trade secrets and other confidential information
relating to the Company's business and affairs that may come to
your knowledge or have come to your knowledge while heretofore
employed by the Company, including but not limited to, research
projects, information about costs, profits, markets, sales,
lists of customers and suppliers, and other information of a
similar nature, and plans for future development, all to the
extent not now, or hereafter, publicly available or disclosed.
8. Reaffirmation of Covenants. You hereby reaffirm
---------------------------
the ongoing application, validity, and enforceability of the
various non-competition and non-solicitation agreements among
yourself, the Company and certain subsidiaries of the Company.
9. Return of Documents and Property. You represent
---------------------------------
that you shall deliver to the Company as of the Retirement Date
(a) any documents and materials containing trade secrets and
other confidential information relating to the Company's
business and affairs, and (b) any other documents, materials
and other property belonging to the Company or its affiliated
companies that were in your possession or control, except to
the extent that they relate to this Agreement or your rights or
obligations hereunder or referred to herein, or to any of your
employee benefits.
10. Announcements. You and the Company shall
--------------
mutually agree upon the content of any voluntary statements,
whether oral or written, made by you or the Company to any
third party or parties regarding your termination of
employment, except that this paragraph shall not apply to any
statements required to be made by reason of law, regulation, or
any judicial or other similar proceeding or order. As to the
latter statements, you and the Company shall mutually agree on
the content to the extent possible under the circumstances.
11. No Public Comment. You agree to refrain from
------------------
making now or at any time in the future any derogatory comment
concerning the Company or any current or former officers,
directors or shareholders of the Company; or any comment
inconsistent with the provisions of paragraph 10 hereof. The
Company agrees to refrain from making now or at any time in the
future any derogatory comment about you, or any comment
inconsistent with the provisions of paragraph 10.
12. Continued Cooperation. You shall cooperate with
----------------------
the Company in connection with all pending or future
investigations or inquiries by any state, federal or local
entity, directly or indirectly relating to the Company, such
cooperation to include all reasonable assistance that the
Company determines is necessary, including but not limited to
meeting or consulting with the Company, and its counsel and
their designees, reviewing documents, analyzing facts and
appearing or testifying as a witness or interviewee or
otherwise. Except as required by law, judicial order or other
lawful process, you will not cooperate or communicate in any
other way with any party or witness or their counsel or
designees who are adverse to the Company regarding any matter
which is adverse to the Company without the express written
consent of the Company. You will advise the Company reasonably
promptly if you are contacted by any firm, corporation,
association or other entity in connection with the business of
the Company. The Company will reimburse you for the costs and
expenses you reasonably incur in cooperating pursuant to this
paragraph 12, including, but not limited to, the costs and
expenses of counsel of your choice.
13. Confidentiality. Except as required by law,
----------------
judicial order, or other lawful process, and except to the
extent that the Company discloses the same, you agree to keep
confidential and not disclose, directly or indirectly, to any
person, firm, corporation, association, or other entity, except
family and professional advisors, the terms of this Agreement.
14. Full Satisfaction; General Release. You agree
-----------------------------------
that the payments described in this Agreement shall be in full
satisfaction of any and all claims for payment that you may
have against the Company or its affiliates arising out of your
employment relationship, your status as a director and officer
of the Company and the termination of your employment
arrangement and the termination of your status as an officer
and director of the Company (excluding claims that arise out
of a claimed breach of this Agreement or obligations that
survive this Agreement). In addition, in consideration of the
agreements set forth herein, you release and waive all claims,
causes of action or the like (regardless of whether or not
known at present), excluding claims that arise out of a claimed
breach of the terms of this Agreement that you may have against
the Company, and in the case of the Company, its successors, or
its shareholders, directors, officers, agents, employees or
anyone connected with it, regarding all matters arising from
events occurring prior to the date hereof relating to your
service as an employee, director and officer of the Company and
severance of such relationships with the Company, including,
without limitation, all claims related to the payment of
compensation and benefits and all claims arising under any
Federal or state statute or regulation.
In consideration for the release you are giving to the
Company under this paragraph 14, the Company releases and
waives all claims, causes of action or the like (regardless of
whether or not known at present), excluding claims that arise
out of a claimed breach of the terms of this Agreement, that
the Company may have against you, or your heirs, executors,
administrators or personal representatives, regarding all
matters relating to your service as an employee, director and
officer of the Company, and the termination of such
relationships with the Company and that arise from events
occurring prior to the date hereof, but excluding claims
arising from acts of fraud or dishonesty by you during the
course of your employment. Nothing contained in this paragraph
shall modify or affect those non-solicitation or
non-competition agreements referenced in paragraph 8 above.
15. Specific Release of ADEA Claims. In recognition
--------------------------------
of the consideration cited above, you hereby release and
forever discharge the Company and its affiliates from any and
all claims, actions and causes of action that you may have as
of the date you sign this Agreement arising under the federal
Age Discrimination in Employment Act of 1967, as amended, and
the applicable rules and regulations promulgated thereunder
("ADEA") which may be based in whole or in part on age
----
discrimination.
16. Representations. By signing this Agreement, you
----------------
acknowledge the following:
a. Consultation with Attorney. You were advised by
---------------------------
the Company in connection with this employment termination
that you have the right to consult with an attorney of your
choice prior to signing this Agreement, and you have, in
fact, consulted with an attorney in the negotiation and
execution of this Agreement.
b. Period to Consider. You were given a period of
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not less than twenty-one (21) days to consider the terms of
the Agreement.
c. Payments. The payments and other benefits
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provided to you under paragraph 4 hereof are in excess of
the aggregate amount of any payments or other benefits
which you have a legal right to receive in connection with
your termination from employment with the Company.
17. Governing Law. This Agreement shall be governed
--------------
by, and construed in accordance with, the laws of the State of
New York (excluding the conflict of laws rules which require
application of any other law).
18. Revocation. This Agreement may be revoked by you
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within the seven-day period commencing on the date you sign
this Agreement (the "Revocation Period") in accordance with the
-----------------
requirements of ADEA as amended by the Older Workers Benefit
Protection Act of 1990. In the event of any such revocation by
you, all obligations of the Company under this Agreement shall
terminate and be of no further force and effect as of the date
of such revocation. No such revocation by you shall be
effective unless it is in writing and signed by you and
received by the Company prior to the expiration of the
Revocation Period.
19. Counterparts. This Agreement may be executed in
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counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
20. Complete Agreement. This Agreement constitutes
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the entire agreement between the parties concerning the subject
matter hereof. This Agreement has been submitted to the
scrutiny of, and has been negotiated by, the parties hereto and
their counsel, and shall be given a fair and reasonable
interpretation in accordance with the words hereof, without
consideration or weight being given to its having been drafted
by any party hereto or its counsel.
21. Succession. This Agreement, and each provision
-----------
herein, shall be binding on and inure to the benefit of you and
the Company and our respective heirs, executors,
administrators, legal representatives, successors and assigns.
Your signature on the line below constitutes your
agreement with each provision contained herein and upon such
signature, this shall be a valid and binding agreement between
us.
ALEXANDER & ALEXANDER SERVICES INC.
BY:
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Name:
Title:
Duly authorized
ACCEPTED AND AGREED:
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Tinsley H. Irvin
Dates Referenced Herein and Documents Incorporated by Reference
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