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
EX-10.D.II — Employment Agreement With George Wendler
Exhibit Table of Contents
Exhibit 10d(ii)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of September 3, 1996 between George Wendler
("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 as of January 1, 1996 hereof and shall continue,
subject to earlier termination as provided in Sections 5.01 and 5.02 hereof,
until December 31, 2000 and thereafter for successive one (1) year periods
unless terminated as of the end of any year on or after December 31, 2001 by
either party on six months written notice to the other.
SECTION 3
Duties and Responsibilities
3.01 General. During the Employment Period, Executive (i) shall hold the title
and position currently held by him (which shall not be changed without his
consent) and shall continue performing the duties and responsibilities that he
currently performs, (ii) shall devote his full attention and expend his best
efforts, energies and skills on a full-time basis to the business of
the Company, and (iii) shall perform such duties as are assigned to him and are
customarily incident to his position. 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
comply with all reasonable directions and instructions of the senior executives
to whom Executive reports as Employer may determine from time to time.
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 to 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 me 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. 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.
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.
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" effective immediately. Such notice shall specify the
cause for
2
termination. For the purposes hereof "for cause" means:
(i) a material breach by Executive of any provision of this Agreement
that Executive fails to remedy or cease within ten (10) days after
notice thereof to Executive;
(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 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 on the event of that disability.
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 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
and the "Relevant Period" thereafter, Executive shall not, directly or
indirectly, (a) be or become interested in or associated with (as an officer,
director, stockholder, partner, consultant, owner, employee, 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 employee of the
Company to leave its employ, (c) 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 (d) solicit for any person other than the
Company any banking or banking related business of any customer or depositor of
the Company. Provided, however, that the restrictions imposed by
3
this Section 7.01 shall not continue after the end of the Employment Period if
(i) at the end of the initial term or any subsequent term Executive's
employment is terminated because Employer does not offer at least a one year
extension of employment hereunder on substantially the same terms as provided
for herein, or (ii) except pursuant to Section 7.04, Employer does not continue
to pay Base Salary and Minimum Bonus as provided for in Exhibit 4.01 and to
provide major medical coverage and life insurance to the same extent as then
provided to other executives. The "Relevant Period" shall be the period
commencing at the end of the Employment Period, and (i) ending one year
thereafter, or (ii) if during the Employment Period Executive shall give
written notice to Employer that he will not continue his employment at the end
of the Employment Period, then ending on the later of one year after such
notice or six months after the end of the Employment Period.
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, in addition to any other remedies
available to Employer, Executive shall not be entitled to any compensation for
any period following the end of his employment (under Section 7.01) and upon
demand shall immediately repay to Employer an amount equal to all payments of
such compensation, if any, made to him hereunder prior to Employer's discovery
of such breach.
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 and bond or other security, and without
prejudice to any other remedies that may be available at law or in equity.
4
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 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 at such other
address as either party shall designate by notice given to the other in the
manner provided herein.
If to Employer:
Republic National Bank of New York
452 Fifth Avenue
New York, New York 10018
Attn: Chairman
If to Executive:
George Wendler
11 Hemlock Lane
Marlboro, New Jersey 07746
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.
8.04. Prior Employment. Executive represents to Employer that Employee 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
5
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.
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/ Peter J. Mansbach
-------------------------
Agreed: /s/ George T. Wendler
----------------------
Date: September 3, 1996
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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 $200,000 per annum. Such Base Salary will be payable
in installments in accordance with Employer's regular practice.
2. Minimum Bonus. Within 120 days after the end of each fiscal year ending
within the Employment Period, Employer will pay Executive a Minimum Bonus of
$350,000 for and with respect to such fiscal year.
3. Additional Contractual Bonus. Executive is entitled to an Additional
Contractual Bonus ("ACB") payable in a combination of (i) cash (paid currently)
and, (ii) either of, at Employer's option, shares of Restricted Stock awarded
pursuant to RNYC's Long-Term Incentive Stock Plan, vesting in five (5) years,
or, in the alternative, Deferred Cash, provided however that not more than 35%
of the total ACB shall be paid in Restricted Stock or Deferred Cash, and the
balance shall be paid in cash (within 120 days after the end of the fiscal year
for which it is paid). Deferred Cash shall vest (and be paid on vesting unless
Executive otherwise directs) at the same time and under the same conditions as
Restricted Stock, with Executive entitled to direct the investment of the same
in accordance with the RNYC Deferred Compensation Plan.
Executive's ACB shall be in an amount by which RNYC's Fully-Diluted Earnings Per
Share ("E/S") for any fiscal year exceeds the E/S for RNYC's fiscal year ended
December 31, 1995 multiplied by the Relevant Number. The Relevant Number for
each year is 150,000 until the amount of ACB for that year shall reach $300,000,
and thereafter for that year the Relevant Number shall be 100,000. The E/S for
fiscal 1995 is $4.59. For example, if E/S for RNYC's fiscal year ended December
31, 1996 equals $7.00, the ACB in respect of 1996 shall be $341,000 ($7.00 -
$4.59 = $2.41: 150,000 x $2.00 = $300,000 + .41 cents x 100,000 = $41,000).
If as a result of a stock split, stock reclassification or similar event, the
number or class of shares outstanding shall be increased or the earnings per
share reduced, appropriate adjustments shall be made in these provisions so that
such event shall not adversely affect Executive's benefits hereunder.
4. Discretionary Bonus. In the sole judgment and discretion of the Employer,
Executive may also be paid an additional Discretionary Bonus which, at
Employer's option, shall be payable in a combination of cash and either of
Deferred Cash or shares of Restricted Stock awarded pursuant to RNYC's
Long-Term Incentive Stock Plan; provided, however, that not more than 35% of
the Discretionary Bonus shall be paid in Restricted Stock or Deferred Cash, and
the balance shall be paid currently in cash.
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MEMORANDUM
To: George Wendler
From: Peter J. Mansbach
Date: September 3, 1996
-------------------------------------------------------------------------------
Confirming our conversation, during the period of your employment with us,
under your new agreement, you will have the use of a company automobile
including a part-time driver, and receive reimbursement for auto expenses, all
consistent with our current practice.
/s/ PJM
Dates Referenced Herein and Documents Incorporated by Reference
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