RetentionAgreement续聘协议完整篇doc.docx

1、RetentionAgreement续聘协议完整篇docRetention Agreement续聘协议 - WHEREAS, Parent considers it essential to the best interests of its stockholders to foster the continuous employment of Executive by BBB LP (the Company ) and to encourage and reinforce the dedication and efforts of Executive; andWHEREAS, Parent

2、has determined to offer Executive the benefits described in this Agreement to provide an incentive to encourage Executive to remain in the employ of the Company so that the Company may receive his continued dedication and assure the continued availability of his advice and counsel and to assure that

3、 he will not provide services for a competing business in accordance with the terms hereof; andWHEREAS, Executive has agreed to serve the Company pursuant to the terms and conditions hereinafter set forth.NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledge

4、d, Parent and Executive hereby agree as follows:1. DEFINITIONS.As used in this Agreement, the following terms shall have the respective meanings set forth below:(a) Affiliate means any entity that directly or indirectly is controlled by, controls or is under common control with the Company or Parent

5、.(b) Cause means Executives conviction of a felony that is materially and demonstrably injurious to the Company or any of its Affiliates, monetarily or otherwise. The Company must notify Executive of an event constituting Cause within 90 days following the Boards knowledge of its existence or such e

6、vent shall not constitute Cause under this Agreement.(c) Change in Control means the first to occur of any of the following events:(1) Any person (as that term is used in Sections 13 and 14(d)(2) of the Securities Exchange Act of 1934 ( Exchange Act ) becomes the beneficial owner (as that term is us

7、ed in Section 13(d) of the Exchange Act), directly or indirectly, of 30% or more of Parents capital stock entitled to vote in the election of directors;(2) Persons who, as of the Effective Date constitute the Board (the Incumbent Directors ) cease for any reason, including, without limitation, as a

8、result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereof, provided that any person becoming a director of Parent subsequent to the Effective Date shall be considered an Incumbent Director if such persons election or nomination for election was

9、 approved by a vote of at least three-quarters of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solic

10、itation of proxies or consents by or on behalf of a person (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incum

11、bent Director;(3) The shareholders of Parent approve any consolidation or merger of Parent, other than a merger of Parent in which the holders of the common stock of Parent immediately prior to the merger hold more than 50% of the common stock of the surviving corporation immediately after the merge

12、r;(4) The shareholders of Parent approve any plan or proposal for the liquidation or dissolution of Parent; or(5) Substantially all of the assets of Parent are sold or otherwise transferred to parties that are not within a controlled group of corporations (as defined in Section 1563 of the Internal

13、Revenue Code of 1986, as amended (the Code ) in which Parent is a member.(d) Company means BBB LP and the successor to, or transferee of all or substantially all of the assets of, the Company.(e) Date of Termination means (1) the effective date on which Executives employment by the Company terminate

14、s as specified in a Notice of Termination by the Company or Executive, as the case may be, or (2) if Executives employment by the Company terminates by reason of death, the date of death of Executive. Notwithstanding the previous sentence, (i) if Executives employment is terminated for Disability (a

15、s defined in Section 3(b), then such Date of Termination shall be no earlier than 30 days following the date on which a Notice of Termination is received, and (ii) if Executives employment is terminated by the Company other than for Cause or by Executive other than for Good Reason, then such Date of

16、 Termination shall be no earlier than 30 days following the date on which a Notice of Termination is received.(f) Effective Date means the execution date of this Agreement.(g) Good Reason means, without Executives express written consent, the occurrence of any of the following events:(1) a material

17、and adverse change in Executives titles, offices, duties or responsibilities with the Company as in effect on the Effective Date;(2) a reduction by the Company in Executives rate of annual base salary as in effect immediately prior to the Effective Date or as the same may be increased from time to t

18、ime thereafter;(3) the failure of the Company to provide Executive and his dependents with employee and fringe benefits at least as generous as those in effect on the Effective Date;(4) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 13; or

19、(5) the relocation of Executives principal place of employment to a location more than 60 miles from Executives principal place of employment immediately prior to the Effective Date or the Companys requiring Executive to be based anywhere other than such principal place of employment (or permitted r

20、elocation thereof) except for required travel on the Companys business to an extent substantially consistent with Executives present business travel obligations.Notwithstanding the foregoing, an isolated and inadvertent action taken in good faith and which is remedied by the Company within ten days

21、after receipt of notice thereof given by Executive shall not constitute Good Reason.(h) Notice of Termination means the written notice described in Section 14(b).(i) Parent means AAA Ltd., a Bermuda corporation, and the successor to, or transferee of all or substantially all of the assets of, Parent

22、.2. RETENTION PERIOD.POSITION. Executive agrees to continue to serve as President of the Company from the Effective Date until _,_,_(M/D/Y) or, if earlier, the Date of Termination (the Retention Period ).3. TERMINATION OF EMPLOYMENT.Executives employment hereunder may be terminated on or prior to _,

23、_,_(M/D/Y) under the following circumstances:(a) DEATH. Executives employment with the Company shall terminate upon his death.(b) DISABILITY. If, as a result of Executives incapacity due to physical or mental illness, Executive shall have been absent from his duties for the Company on a full-time ba

24、sis for 180 calendar days in the aggregate in any 12-month period, the Company may terminate Executives employment with the Company for Disability. Any question as to the existence of any physical or mental illness referred to above which the Company and Executive cannot agree shall be determined by

25、 a qualified independent physician selected by the Company and reasonably acceptable to Executive. The determination of such a physician made in writing to the Company and to Executive shall be final and conclusive for purposes of this Agreement.(c) TERMINATION BY COMPANY FOR CAUSE. Subject to the p

26、rovisions of Section 1(b) hereof and upon a Notice of Termination to Executive, the Company may terminate Executives employment with the Company for Cause.(d) TERMINATION BY COMPANY WITHOUT CAUSE. Upon a Notice of Termination to Executive, the Company may terminate Executives employment with the Com

27、pany without Cause.(e) TERMINATION BY EXECUTIVE. Upon a Notice of Termination to the Company, Executive may terminate his employment with the Company for any reason, including but not limited to Good Reason.4. COMPENSATION UPON TERMINATION.(a) TERMINATION GENERALLY. If Executives employment with the

28、 Company is terminated for any reason on or prior to _,_,_(M/D/Y), the Company shall pay or provide to Executive (or to his authorized representatives or estate) any earned but unpaid base salary, incentive compensation earned but not yet paid, unpaid expense reimbursements, accrued but unused vacat

29、ion and any vested benefits that Executive may have under any employee benefit plan of the Company, including without limitation, executive compensation, insurance and retirement plans or arrangements (the Accrued Benefits ).(b) TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASO

30、N. In the event of a termination by the Company without Cause or upon Executives Disability or by Executive for Good Reason prior to _,_,_(M/D/Y), subject to signing by Executive of a general release of employment claims in a form and manner satisfactory to the Company and the expiration of any lega

31、lly required waiting period, the Company shall pay to Executive (in addition to the Accrued Benefits) not later than ten (10) days following the Date of Termination, (i) an amount equal to three times the sum of (x) Executives then current annual base salary plus (y) the average of the cash bonus re

32、ceived by Executive for four preceding fiscal years of the Company, plus (z) the greater of ten percent (10%) of Executives then current base salary or $ _, and (ii) an amount equal to the product of (A) the maximum annual bonus that Executive would have been eligible to earn under the Companys annual bonus plan for the bonus measurement period during which the Date of Termination oc