Employment Agreement - AXA Financial Inc.
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 9thday of March 2011 (the "Effective Date"), between AXA Financial, Inc. ("AXAFinancial") and AXA Equitable Life Insurance Company ("AXA Equitable"), on theone hand (collectively, the "Company"), and Mark Pearson, on the other (the"Executive").
WHEREAS, the Executive is employed as President and Chief ExecutiveOfficer of AXA Financial, and as Chairman of the Board and Chief ExecutiveOfficer of AXA Equitable;
WHEREAS, AXA Financial and AXA Equitable are each a wholly ownedsubsidiary of AXA SA, a French Societe Anonyme organized under the laws ofFrance ("AXA" and together with all of its subsidiaries and affiliates, "AXAGroup"); and
WHEREAS, the Company considers the services of the Executive to be uniqueand essential to the success of the Company's business;
NOW, THEREFORE, in consideration of the foregoing premises, the mutualcovenants, terms and conditions set forth herein, and other valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, itis hereby agreed between the Company and the Executive as follows:
1. EMPLOYMENT. During the Employment Term (as defined below):
(a) The Executive agrees to serve as the President and Chief ExecutiveOfficer of AXA Financial reporting directly to the AXA FinancialBoard of Directors.
(b) The Executive will also serve as the Chairman of the Board andChief Executive Officer of AXA Equitable reporting directly tothe AXA Equitable Board of Directors.
(c) The Executive shall also serve as a director on the Boards ofDirectors of AXA Financial and AXA Equitable.
2. EMPLOYMENT TERM. The term of the Executive's employment under thisAgreement commenced as of February 11, 2011 and shall continue untilterminated by either party on 30 days' prior written notice or untilthe close of the last day of the calendar month in which the Executiveattains age 65, whichever comes first (the "Employment Term").
3. DUTIES. During the Employment Term, and except for illness or incapacityand reasonable vacation periods consistent with Company policies for othersenior officers, the Executive shall devote all of his business time,attention, skill and efforts exclusively to the business and affairs ofthe Company and its subsidiaries, shall not be engaged in any otherbusiness activity, and shall perform and discharge well and faithfully theduties of the offices of the Company held by him, including management ofthe business affairs of the Company and such other duties as may beassigned to him from time to time by the AXA Financial and AXA EquitableBoards of Directors not inconsistent with his
positions; provided, however, that nothing in this Agreement shallpreclude the Executive from devoting time during reasonable periodsrequired for:
(i) serving, in accordance with and after obtaining the approvalsrequired by Company policies and the approval of the ChiefExecutive Officer of the AXA Group, as a director of any companyor organization involving no actual or potential conflict ofinterest with the Company or any of its affiliates;
(ii) delivering lectures and fulfilling speaking engagements;
(iii) engaging in charitable, community and other personal activities inaccordance with Company policies; and/or
(iv) managing his personal investments in accordance with all applicablelaws, regulations and Company policies;
provided, however, that such activities do not materially affect orinterfere with the performance of the Executive's duties and obligationsto the Company or any of its affiliates (including any obligations setforth in this Agreement).
4. PLACE OF PERFORMANCE. The principal place of employment of the Executiveshall be in New York City, New York, USA, but the Executive understandsthat his duties under this Agreement will entail significant domestic andinternational travel.
5. COMPENSATION. The Executive shall be compensated for services renderedduring the Employment Term as follows:
(a) Base Salary. During the Employment Term, the Executive shall becompensated at an annualized base salary of no less than$1,150,000 (the base salary, at the rate in effect from time totime, is hereinafter referred to as the "Base Salary"), payable inaccordance with the Company's regular payroll practices. TheOrganization and Compensation Committee of the Company's Boards ofDirectors (the "OCC") shall no less than annually review and may,in its sole discretion, recommend to the Company's Boards ofDirectors that this Base Salary be increased, as it deemsappropriate, during the Employment Term. The first such reviewshall be in February 2012. The Base Salary shall never bedecreased: (i) unless the Executive provides his prior writtenconsent to such decrease or (ii) except for across-the-boardsalary reductions similarly affecting all officers of the Companywith the title of Executive Vice President or higher.
(b) Annual Bonus. In addition to the Base Salary provided for inSection 5(a) above, the Company may provide annual bonus awards tothe Executive under a short-term incentive compensation plan forsenior officers (the "Short-Term Plan") in accordance with theterms of the Short-Term Plan and any performance measuresestablished thereunder. The Executive shall have a targetshort-term incentive compensation opportunity for 2011 of no lessthan 170% of his Base Salary and shall receive a guaranteed bonusunder the Short-Term Plan for 2011 (to be paid in February 2012)of no less than $1,773,216. The OCC shall no less than annuallyreview the level of the Executive's target short-term incentive
compensation opportunity and may, in its sole discretion,recommend to the Company's Boards of Directors that this targetpercentage be increased or decreased, as it deems appropriate,during the Employment Term.
(c) Target Long-Term Incentive. The Executive may receive annualequity awards under a long-term incentive compensation plan forsenior officers (the "Long-Term Plan") in accordance with theterms of the Long-Term Plan. For 2011, the target grants to theExecutive under the Long-Term Plan will be 137,500 stock optionsand 45,000 performance units. The actual grant of equity awards,and the terms of such awards, will be at the sole discretion ofthe OCC or a successor committee and the AXA Board of Directors.The valuation of any stock options granted to the Executive willbe based on the Black-Scholes or other valuation model as appliedin the sole discretion of the OCC and AXA Board of Directors andconsistent with the treatment of stock options granted to othersenior officers.
6. EMPLOYEE BENEFITS.
(a) General Provisions. Except as expressly provided in this Agreement,the Executive shall be eligible to participate in all employeebenefit, welfare, pension and deferred compensation plans offered bythe Company (collectively referred to as the "Benefit Plans") inaccordance with the terms of those plans on a basis which is no lessfavorable to the Executive than that made available to other seniorofficers of the Company, as long as such Benefit Plans are kept inforce by the Company and provided that the Executive meets theeligibility requirements of the respective Benefit Plans. TheExecutive's prior service with 80% or more owned subsidiaries of AXAwill be treated the same as service with the Company for purposes ofthe Benefits Plans in accordance with the terms of the BenefitsPlans. In addition, the Executive's prior service with 50% or moreowned subsidiaries of AXA will be treated the same as service withthe Company for purposes of all nonqualified Benefit Plans.
(b) Vacation and Sick Leave. The Executive shall be entitled to vacationand sick leave in accordance with the vacation and sick leavepolicies adopted by the Company from time to time for seniorofficers.
(c) Business Travel and Expenses. The Executive shall be reimbursed bythe Company for reasonable business expenses, as approved by theCompany, which are incurred and accounted for in accordance with theCompany's normal practices and procedures for reimbursement ofexpenses.
(d) Executive Car and Driver. In order to ensure the accessibility andsafety of the Executive during the Employment Term, the Company willprovide the Executive with a car and driver for business and personalpurposes.
(e) Air Travel. For business related travel within the United States, theExecutive shall be entitled to conduct his air travel by means ofprivate aircraft. The Executive may also from time to time, asmutually agreed with the AXA Group Chief Executive Officer, beentitled to conduct his international business-related
travel by means of private aircraft. For travel related to businessof the AXA Management Committee, the Executive shall be entitled totravel first class. For all other business-related travel, theExecutive shall be entitled to travel business class. All privateaircraft will be provided by the Company by any commerciallyreasonable method as long as such methods are available to theCompany.
(f) Financial Counseling. During the Employment Term, the Executive willbe entitled to reimbursement by the Company of fees and disbursementsincurred by him for personal financial counseling services providedby a person or company selected by him up to an aggregate amount of$20,000 for each calendar year. Alternatively, the Executive may usethe services of The Ayco Company, L.P. (or a successor vendor) onterms consistent with those provided for other senior officers. Inaddition, the Executive will be entitled to reimbursement by theCompany of reasonable fees and disbursements incurred by him forpersonal financial counseling services with respect to his transitionto United States tax laws provided by a person or company selected byhim up to an aggregate amount of $25,000 for each of calendar years2011 and 2012.
(g) Parking, Club Memberships, Physical Exams. During the EmploymentTerm, the Company will provide to the Executive the same benefits asthe Company provides to other senior officers with respect to:
(ii) city and country club memberships; and
(iii) executive health examination,
all in accordance with the Company's normal practices and procedures.
(h) Excess Liability Insurance. During the Employment Term, the Companywill provide the Executive with personal excess liability insurancecoverage of $25,000,000.
(i) Trips to United Kingdom. During the Employment Term, the Executive,along with his spouse, shall be entitled to the airfare for 2 tripsper calendar year to the United Kingdom in business class (or firstclass if business class is not available) for personal purposes.
(j) Expatriate Tax Services. During the Employment Term, the Executiveshall be entitled to expatriate tax services provided by Ernst &Young (or a successor vendor) consistent with those provided tosenior officer expatriates of the Company.
(k) Company Car. During the Employment Term, the Company will provide theExecutive with or will reimburse the Executive for the cost ofleasing a Company car for his personal use in addition to the use ofthe Company's car and driver described in Section 6(d) above. TheCompany will reimburse the Executive for all reasonable operatingexpenses, maintenance and fees related to the car,
including automobile insurance, in accordance with the Company'snormal practices and procedures.
(l) Repatriation. Upon the Executive's termination of employment for anyreason other than Cause (as defined in Section 7(a) below), theCompany will promptly reimburse the Executive for the cost of movinghis household goods, furnishings and personal effects back to hishome country in accordance with the Company's normal practices andprocedures under its international mobility policies.
7. TERMINATION OF EMPLOYMENT. For purposes of determining entitlementspursuant to this Agreement the following definitions shall apply:
(a) Termination by the Company for Cause. For purposes of this Agreement,"Cause" shall mean (i) the willful failure by the Executive toperform substantially his duties as an employee of the Company or anyof its affiliates after reasonable notice to the Executive of suchfailure; (ii) the Executive's willful misconduct that is materiallyinjurious to the Company or any of its affiliates; (iii) theExecutive's having been convicted of, or entered a plea of nolocontendere to, a crime that constitutes a felony (other than a felonyinvolving "limited vicarious liability" as defined in this Section7(a)); or (iv) the willful breach by the Executive of any writtencovenant or agreement with the Company or any of its affiliates notto disclose any information pertaining to the Company or any of itsaffiliates or not to compete or interfere with the Company or any ofits affiliates. For purposes of this Section 7(a), "limited vicariousliability" shall mean any liability which is (i) based on acts of theCompany for which the Executive is responsible solely as a result ofhis office(s) with the Company and (ii) provided that (x) he was notdirectly involved in such acts and either had no prior knowledge ofsuch intended actions or promptly acted reasonably and in good faithto attempt to prevent the acts causing such liability or (y) he didnot have a reasonable basis to believe that a law was being violatedby such acts. No act or failure to act will be considered "willful"for purposes of this Section 7(a) unless it is done, or omitted to bedone, by the Executive in bad faith and without reasonable beliefthat this action or omission was in the best interests of theCompany.
(b) Death. If the Executive's employment terminates by reason of death,the termination shall be deemed to be voluntarily made by theExecutive and the date of his death shall be the date of terminationfor purposes of this Agreement.
(c) Termination by the Executive for Good Reason. For purposes of thisAgreement, termination of the Executive's employment by the Executivefor "Good Reason" shall mean:
(i) termination of employment by the Executive after havingdelivered to the Company a written notice of termination within30 days after the occurrence of one or more of the followingcircumstances, without the Executive's express prior writtenconsent, which are not remedied by the Company within 30 daysof its receipt of the Executive's notice of termination:
(A) an assignment to the Executive of any duties materiallyinconsistent with his position, duties, responsibilities,and status with the Company, or any material limitationof the powers of the Executive not consistent with thepowers of the Executive contemplated by Sections 1 and 3above;
(B) any removal of the Executive from the positions specifiedin Section 1 above;
(C) a diminution of the Executive's titles as specified inSection 1 above;
(D) the Company's requiring the Executive to be based at anyoffice or location more than 75 miles commuting distancefrom the location referred to in Section 4 of thisAgreement;
(E) any material failure by the Company to comply with any ofthe provisions of Section 5 above; or
(F) a failure of the Company to secure a written assumption byany successor company as provided for in Section 11(h)below; and/or
(ii) termination of employment by the Executive in the event of aChange in Control (as hereinafter defined) of the Company upon30 days' written notice, provided that the Executive mustdeliver such notice to the Company within 180 days after theeffective date of any such Change in Control. For purposes ofthis Section 7(c)(ii), "Change in Control" shall mean anyof the following events:
(A) Any "person" (as defined in Section 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the "ExchangeAct")), excluding for this purpose, (i) AXA, any affiliateof AXA, the Company or any subsidiary of the Company, or(ii) any employee benefit plan of AXA, any affiliate ofAXA, the Company or any subsidiary of the Company, is orbecomes the "beneficial owner" (as defined in Rule 13d-3under the Exchange Act), directly or indirectly ofsecurities of the Company representing more than 50% ofthe combined voting power of the Company's thenoutstanding voting securities entitled to vote generallyin the election of directors; provided, however, that noChange in Control will be deemed to have occurred as aresult of a change in ownership percentage resultingsolely from an acquisition of securities by AXA, anyaffiliate of AXA, the Company or any subsidiary of theCompany;
(B) AXA and its affiliates cease to control the election of amajority of the Boards of Directors of the Company; or
(C) approval by the stockholders of the Company of areorganization, merger or consolidation or sale or otherdisposition of all or substantially all of the assets ofthe Company (a "Business Combination"), in each case,
unless, following such Business Combination, AXA and itsaffiliates own, directly or indirectly, more than 50% ofthe combined voting power of the then outstanding votingsecurities entitled to vote generally in the election ofdirectors of the company resulting from such BusinessCombination (including, without limitation, a companywhich, as a result of such transaction, owns the Companyor all or substantially all of the Company's assets eitherdirectly or through one or more subsidiaries).
(d) Age 65 Expiration of Agreement. Age 65 expiration of this Agreementshall mean termination of employment as of the close of the last dayof the calendar month in which the Executive attains age 65. Forpurposes of this Agreement, the termination of employment shall bedeemed to be voluntarily made by the Executive.
(e) Termination by the Executive Without Good Reason. The Executive mayterminate this Agreement without Good Reason on 30 days' priorwritten notice, and such termination shall not be a breach of thisAgreement
8. COMPENSATION UPON TERMINATION.
(a) Accrued Benefits Payable Upon Any Termination. If the Executive'semployment is terminated by the Company or by him for any reason(including death), then the Company shall pay the Executive within 30days of the date of termination: (i) any earned but unpaid BaseSalary and (ii) any reimbursable expenses accrued or owing theExecutive hereunder as of the date of termination. In addition, ifthe Executive's employment terminates for any reason other than atermination by the Company for Cause, the Executive shall be entitledto the lump sum cash payment of any unpaid bonus relating to serviceperformed by the Executive for any fiscal year prior to the year inwhich termination occurs, payable on the 60th day following the dateof termination.
(b) Severance Benefits. In the event the Executive's employment isterminated by the Company without Cause or by the Executive for GoodReason, the Executive shall be entitled to the following, subject tothe restrictions of this Section 8(b):
(i) severance pay equal to the sum of: (A) 2 years of Base Salaryand (B) 2 times the greatest of: (1) the Executive's mostrecent bonus, (2) the average of the Executive's last 3 bonusesand (3) the Executive's target bonus for the year in whichtermination occurred;
(ii) access to participation in the Company's medical plans at theExecutive's (or his spouse's) sole expense based on areasonably determined fair market value premium rate for 2years from the date of termination or, if such participationwould be deemed discriminatory with respect to the Company'smedical plans under Section 105(h) or Section 501(c)(9) of theInternal Revenue Code of 1986, as amended (the "Code"), theCompany shall pay the Executive an amount equal to the excess,if any, of the cost of an individual policy with comparablecoverage over the amount the
Executive would have paid pursuant to the Company's plans (the"Health Differential Payment") for such coverage;
(iii) the lump sum payment of a pro-rated bonus at target for theyear in which the termination occurred (the "Pro-Rated Bonus");
(iv) excess pension plan accruals on the severance pay described inSection 8(b)(i) above; and
(v) continued participation in the AXA Equitable Executive SurvivorBenefit Plan for 2 additional years following termination ofemployment.
The severance pay shall be paid in biweekly installments inaccordance with the Company's regular payroll practices over a2-year period beginning on the first payroll date of the Companyfollowing the 60th day after the date of termination of employment(the "Severance Period"). The Health Differential Payment for thefirst year of coverage shall be paid in a lump sum in the secondcalendar year following the year of termination of employment and theHealth Differential Payment for the second year of coverage shall bepaid in a lump sum in the third calendar year following terminationof employment. The Pro-Rated Bonus shall be paid in February ofthe calendar year following the year of termination of employment.Notwithstanding the preceding part of this Section 8(b):
(W) in the event the Executive provides services as described inSection 9(a) below during the Severance Period, the Executive'sentitlement to severance pay shall cease on the date theprovision of such services commences;
(X) if, in accordance with the notice provision set forth inSection 11(c) below, the Company delivers to the Executive arelease substantially in the form attached to this Agreement asExhibit A within 5 days following the date of termination ofemployment, then the Executive shall not be entitled to theabove severance benefits unless the Executive executes suchrelease within 45 days after receipt of the release and doesnot exercise any rights he may have to revoke such release;
(Y) the severance benefits provided for herein shall be in lieu ofany other severance benefits under any Company plan or policyand the Executive hereby waives any right to participate in anysuch arrangement; and
(Z) in the event of a termination by the Company without Cause orby the Executive for Good Reason solely under Section 7(c)(ii)above, the Executive's bi-weekly installments of severance payshall cease after 12 months if the IFRS "Underlying operatingearnings before tax" line item under the heading "Life &Savings Operations - United States" as reported in AXA Group'sDocument de Reference filed with the Autorite des MarchesFinanciers for each of the 2 consecutive fiscal years
immediately preceding the year of termination are bothnegative.
(c) Termination by Executive Without Good Reason. If the Executive'semployment is terminated by the Executive without Good Reason, thenthe Company shall pay the Executive a lump sum cash payment equal inamount to 50% of his Base Salary on the first day of the seventhmonth following the date of termination of employment, provided that,in the event the Executive provides services as described in Section9(a) below during the 6-month period following termination ofemployment, the Executive shall not be entitled to such lump sum cashpayment.
(d) Expiration of Agreement at Age 65. If the Executive's employment isterminated as a result of age 65 expiration of this Agreement asdefined in Section 7(d) above, then the retirement provisions of theBenefit Plans shall be applicable to the Executive.
(e) No Mitigation; No Offset. In the event of any termination of theExecutive's employment, the Executive shall be under no obligation toseek other employment and there shall be no offset against amountsdue the Executive under this Agreement or otherwise on account of anycompensation attributable to any subsequent employment that he mayobtain.
(f) Post-Termination Cooperation. Following the Employment Term, theExecutive shall give his assistance and cooperation willingly, uponadequate and reasonable advance written notice with due considerationfor his other business or personal commitments, in any matterrelating to his position with the Company or his expertise orexperience as the Company may reasonably request, including hisattendance and truthful testimony where deemed appropriate by theCompany, with respect to any investigation or the Company's defenseor prosecution of any existing or future claims or litigations orother proceedings relating to matters in which he was involved orpotentially had knowledge by virtue of his employment with theCompany. Upon submission of appropriate written documentation, theCompany shall promptly reimburse the Executive for reasonable,pre-approved expenses incurred in carrying out the provisions of thisSection 8(f) including demonstrably lost wages (if any). For theavoidance of doubt, the Company shall make all reasonable efforts to(i) take into account the Executive's business and personal scheduleand (ii) provide the Executive with adequate and reasonable writtennotice in the event Executive's assistance is requested.
9. NON-COMPETITION AND NON-SOLICITATION.
(a) Non-Competition. During his employment with the Company and for aperiod of one year from the date of the Executive's termination ofemployment (6 months if the Executive terminates employment withoutGood Reason), the Executive will not provide services, in anycapacity, whether as an employee, consultant, independent contractor,owner, partner, shareholder, director, or otherwise, to any person orentity that provides products or services that compete with anypresent or planned business of the Company and any of its affiliates,including but not
limited to any other life insurance or financial services company,provided that nothing herein shall prevent the Executive from, afterthe termination of his employment, being a passive owner of not morethan 5% of the outstanding stock of any class of securities of acorporation that is publicly traded and that may acquire anycorporation or business that competes with the Company or any of itsaffiliates.
(b) Non-Solicitation: Customers. For a period of one year following thetermination of the Executive's employment for any reason, or, iflonger, during the Severance Period, the Executive will not directlyor indirectly solicit the business of any customer or prospectivecustomer of the Company or any of its affiliates for any purposeother than to obtain, maintain and/or service the customer's businessfor the Company or any of its affiliates.
(c) Non-Solicitation: Employees. For a period of one year following thetermination of the Executive's employment for any reason, or, iflonger, during the Severance Period, the Executive agrees not to,directly or indirectly, recruit, solicit or hire any employees of theCompany or any of its affiliates to work for the Executive or anyother person or entity, providing that the Executive may hire (i) hispersonal assistants, (ii) any former employee that has not beenemployed by the Company for a period exceeding 180 days, and/or (iii)any employee of the Company whose employment was terminated by theCompany.
(d) Exclusive Property. The Executive confirms that all confidentialinformation is and shall remain the exclusive property of theCompany. All business records, papers and documents kept or made bythe Executive relating to the business of the Company or any of itsaffiliates shall be and remain the property of the Company. Upon thetermination of his employment with the Company or upon the request ofthe Company at any time, the Executive shall promptly deliver to theCompany, and shall not without the consent of the Company's Boards ofDirectors retain copies of, any written materials not previously madeavailable to the public or any records and documents made by theExecutive in his possession concerning the business or affairs of theCompany or any of its affiliates.
(e) Remedies. Without intending to limit the remedies available to theCompany, the Executive acknowledges that a breach of any of thecovenants contained in this Section 9 may result in materialirreparable injury to the Company or its affiliates for which thereis no adequate remedy at law, that it will not be possible to measuredamages for such injuries precisely and that, in the event of such abreach or threat thereof, the Company shall be entitled to seek toobtain a temporary restraining order and/or a preliminary orpermanent injunction restraining the Executive from engaging inactivities prohibited by this Section 9 or such other relief as maybe required to specifically enforce any of the covenants in thisSection 9.
10. CONFIDENTIALITY. During and after the Employment Term, and except asotherwise required by law, the Executive shall not disclose or makeaccessible to any business, person or entity, or make use of (other thanin the course of the business of the Company)
any trade secrets, proprietary knowledge or confidential information whichthe Executive shall have obtained during his employment by the Company andwhich shall not be generally known to or recognized by the general public.All information regarding or relating to any aspect of the business of theCompany or any of its affiliates, including but not limited to thatrelating to existing or contemplated business plans, activities orprocedures, current or prospective clients, current or prospectivecontracts or other business arrangements, current or prospective products,facilities and methods, manuals, intellectual property, price lists,financial information (including the revenues, costs, or profitsassociated with any of the products or services of the Company or any ofits affiliates), or any other information acquired because of theExecutive's employment by the Company, shall be conclusively presumed tobe confidential; provided, however, that the Executive may use or discloseconfidential information: (a) as may be required or appropriate inconnection with his work as an employee of the Company in the ordinarycourse of business and in accordance with the Company's policies, (b)pursuant to the order of a court or governmental agency of competentjurisdiction, or for purposes of securing enforcement of the terms andconditions of this Agreement, (c) to respond to any inquiry, or providetestimony, about this Agreement or its underlying facts and circumstancesby, or before, the Securities and Exchange Commission, Financial IndustryRegulatory Authority or any other self-regulatory organization or anyother federal or state regulatory authority, (d) that becomes knowngenerally to the public (other than as a result of unauthorized disclosureby the Executive), and/or (e) pertaining to his job position to theExecutive's spouse, attorney and/or his personal tax and financialadvisors (each an "Exempt Person") to the extent reasonably necessary orappropriate to advance the Executive's tax and financial planning,provided, however, that the Exempt Person shall agree in writing to bebound by the confidentiality provisions set forth herein prior to theExecutive's disclosure and any disclosure or use of confidentialinformation by an Exempt Person shall be deemed to be a breach of thisSection 10 by the Executive. The Executive's obligations under thisSection 10 shall be in addition to any other confidentiality ornondisclosure obligations of the Executive to the Company at law or underany other Company policy or agreements.
11. OTHER MATTERS.
(a) Entire Agreement. This Agreement constitutes the entire agreementbetween the Company and the Executive relating to the subject matterhereof and supersedes any prior agreement or understandings and,except to the extent expressly provided herein or as required by law,any provisions of any plan, program, policy or other document of theCompany pertaining to the subject matter hereof.
(b) Assignment. Except as set forth below, this Agreement and the rightsand obligations contained herein shall not be assignable or otherwisetransferable by either party to this Agreement without the priorwritten consent of the other party to this Agreement. Notwithstandingthe foregoing, any amounts owing to the Executive upon his deathshall inure to the benefit of his heirs, legatees, personalrepresentatives, executor or administrator.
(c) Notices. Any and all notices provided for under this Agreement shallbe in writing and hand delivered or sent by first class registered orcertified mail, postage
prepaid, return receipt requested, addressed to the Executive at hisresidence or to the Company, attention General Counsel, at its usualplace of business, and all such notices shall be deemed effective atthe time of delivery or at the time delivery is refused by theaddressee upon presentation. Notices sent to the Executive shall alsobe sent at the same time to: Stewart Reifler, Esq., Vedder PriceP.C., 1633 Broadway, 47th Floor, New York, New York 10019.