{"id":39637,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-the-quick-amp-amp-reilly-group-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-quick-amp-amp-reilly-group-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-quick-amp-amp-reilly-group-inc-and.html","title":{"rendered":"Employment Agreement &#8211; The Quick &#038; Reilly Group Inc. and Thomas C. Quick"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n      AGREEMENT by and between The Quick &amp; Reilly Group, Inc., a Delaware\ncorporation (the 'Company') and Thomas C. Quick (the 'Executive'), dated as of\nthe 16th day of September, 1997.\n\n      1. Employment Period. Subject to the consummation of the transactions\ncontemplated by the Agreement and Plan of Merger among the Company, Fleet\nFinancial Group, Inc. ('Fleet Financial') and Fleet Securities, Inc. ('Fleet\nSecurities') dated as of September 16, 1997 (the 'Merger Agreement'), the\nCompany hereby agrees to employ the Executive, and the Executive hereby agrees\nto serve the Company subject to the terms and conditions of this Agreement, for\nthe period commencing on the closing date of the transactions contemplated by\nthe Merger Agreement (the 'Commencement Date') and ending on the fifth\nanniversary thereof (the 'Employment Period').\n\n      2. Terms of Employment. (a) Position and Duties. (i) During the Employment\nPeriod, the Executive shall serve in the capacity and with the reporting\nrelationship set forth on Exhibit A hereto with such authority, duties and\nresponsibilities as are commensurate with such position and as are consistent\nwith the Executive's authority, duties and responsibilities as in effect\nimmediately prior to the Commencement Date. The Executive shall serve on the\nExecutive Management Committee (the 'Committee') of the Quick &amp; Reilly division\nof the Company (including Fleet Financial's brokerage business and investment\ncounselors sales business) (the 'Q&amp;R Division') which Committee shall have\nresponsibility for the operations of the Company and its subsidiaries,\nincluding, without limitation, the determination of the Company's and its\nsubsidiaries', compensation policies. The Executive's duties shall be performed\nin New York, New York.\n\n                  (ii) During the Employment Period, and excluding any periods\nof vacation and sick leave to which the Executive is entitled, the Executive\nagrees to devote full attention and time during normal business hours to the\nbusiness and affairs of the Company and to use the Executive's reasonable best\nefforts to perform such responsibilities in a professional manner. It shall not\nbe a violation of this Agreement for the Executive to (A) serve on corporate,\ncivic or charitable boards or committees, (B) deliver lectures, fulfill speaking\nengagements or teach at educational institutions and (C) manage personal\ninvestments, so long as such activities do not significantly interfere with the\nperformance of the Executive's responsibilities as an employee of the Company in\naccordance with this Agreement. It is expressly understood and agreed that to\nthe extent that any such activities have been conducted by the Executive prior\nto the Commencement Date, the continued conduct of such activities (or the\nconduct of activities similar in nature and scope thereto) subsequent to the\nCommencement Date shall not thereafter be deemed to interfere with the\nperformance of the Executive's responsibilities to the Company.\n\n            (b) Compensation. (i) Base Salary and Annual Bonus. During the\nEmployment Period, the Executive shall receive an annual base salary (the\n'Annual Base Salary') of $350,000 and, for each of calendar years 1998 and 1999,\nan annual cash bonus (the 'Annual Bonus') of $1,400,000, such that the sum of\nthe Annual Base Salary and the Annual Bonus shall \n\n\n\nbe equal to the greater of (A) $1,750,000 (the 'Total Compensation Guarantee')\nand (B) the sum of the Annual Base Salary and Annual Bonus as determined by the\nCommittee in accordance with the Company's historic compensation plans and\npractices including, but not limited to, the Company's Profit Sharing Bonus\nPlan, as in effect immediately prior to the Commencement Date, as determined by\nthe Committee (the 'Bonus Plan'). During the remainder of the Employment Period,\nthe Executive shall receive an Annual Bonus as determined by the Committee in\naccordance with the Company's historic compensation plans and practices\nincluding, but not limited to, the Bonus Plan.\n\n                  (ii) Base Retention and Performance Payments. Subject to the\nterms and conditions set forth below, the Executive shall be entitled to receive\npayments based on the Executive's continued employment with the Company and on\nthe Company's growth in an aggregate amount of $4,166,700 (the 'Aggregate Base\nPayment'). The portion of the Aggregate Base Payment relating to retention shall\nequal $2,083,350 (the 'Retention Bonus'), and the portion of the Aggregate Base\nPayment relating to the Company's growth shall equal $2,083,350 (the\n'Performance Bonus'). The Retention Bonus shall vest ratably over a three-year\nperiod commencing on January 1, 1998 and shall be payable in three equal\ninstallments of $694,450 for each of the calendar years ending on December 31 of\n1998, 1999 and 2000, with actual payment to be made no later than February 28 of\nthe following year. The Performance Bonus shall be payable in three equal\ninstallments of $694,450 for each of the calendar years ending on December 31 of\n1998, 1999 and 2000, with actual payment to be made no later than February 28 of\nthe following year, based on the achievement by the Company on a consolidated\nbasis with its subsidiaries of Pre-Tax Income (as defined below) of at least\n$183,700,000 for calendar year 1998, at least $202,070,000 for calendar year\n1999 and at least $222,277,000 for calendar year 2000, with $694,450 being paid\nwith respect to each year with respect to which such Pre-Tax Income target is\nmet. 'Pre-Tax Income' shall mean the pre-tax income of the Q&amp;R Division on a\nconsolidated basis determined in accordance with U.S. generally accepted\naccounting principles (to the extent consistent with the functional reporting\nrequired herein) without taking into account any one-time charges and expenses\nrelated to the Merger (as defined in the Merger Agreement) (the 'Merger'), any\none-time severance, restructuring or similar charges, and any expenses or\ncharges in the nature of management fees, overhead allocations or any similar\nservice or other similar fees payable or allocable to Fleet Financial or any of\nits affiliated companies by the Q&amp;R Division, including, but not limited to the\n$40,000,000 pool payable with respect to the Base Retention and Performance\nPayments and the $40,000,000 pool payable with respect to the Incentive Bonus\npayments, except to the extent that Fleet Financial or any of its affiliated\ncompanies provide services to the Q&amp;R Division (e.g., payroll services, data\nprocessing services) on terms reasonably acceptable to the Committee. In the\nevent that Fleet Financial reduces the capital of the Q&amp;R Division below $425\nmillion, the Company agrees that such Pre-Tax Income targets will be equitably\nadjusted to reflect the loss of earnings from such withdrawn capital. Equitable\nadjustments shall also be made in the event of any acquisitions, dispositions or\nsimilar transactions. In determining Pre-Tax Income, it is assumed that the Q&amp;R\nDivision's core business will be run consistent with past practice. If the\nCompany shall terminate the Executive's employment other than for Cause,\nincluding by reason of the Executive's death or Disability, or the Executive\nshall terminate employment for Good Reason, any unpaid portion of the Aggregate\nBase Payment shall become fully vested and immediately payable.\n\n\n                                      -2-\n\n\n                  (iii) Incentive Bonus. Based on the terms set forth in this\nSection 2(b)(iii), the Executive shall be entitled to receive special incentive\nbonus payments from the aggregate bonus pool of $40,000,000 (the 'Incentive\nBonus Pool'), with the actual payment amounts to be determined in the sole\ndiscretion of the Chairman of the Company (the 'Incentive Bonus'). One-third of\nthe Incentive Bonus Pool (the 'Maximum Payout') shall be payable on February 28,\n2001, if the average Pre-Tax Income of the Company for the years 1998, 1999 and\n2000 ('First Period Pre-Tax Income') is at least $265,286,458. If First Period\nPre-Tax Income is less than $243,152,000, no Incentive Bonus shall be payable on\nFebruary 28, 2001. If First Period Pre-Tax Income is equal to $243,152,000,\none-sixth of the Incentive Bonus Pool (the 'Minimum Payout') shall be payable.\nIf First Period Pre-Tax Income is greater than $243,152,000 but less than\n$265,286,458, the portion of the Incentive Bonus Pool that is payable shall\nequal the Minimum Payout plus the product of (A) the difference between the\nMaximum Payout, and the Minimum Payout and (B) a fraction, the numerator of\nwhich is equal to the amount by which First Period Pre-Tax Income exceeds\n$243,152,000 and the denominator equal to 22,134,458. The Maximum Payout shall\nbe payable on February 28, 2002, if the average Pre-Tax Income of the Company\nfor the years 1999, 2000 and 2001 ('Second Period Pre-Tax Income') is at least\n$331,608,073. If Second Period Pre-Tax Income is less than $291,782,400, no\nIncentive Bonus shall be payable on February 28, 2001. If Second Period Pre-Tax\nIncome is equal to $291,782,400, the Minimum Payout shall be payable. If Second\nPeriod Pre-Tax Income is greater than $291,782,400 but less than $331,608,073,\nthe portion of the Incentive Bonus Pool that is payable shall equal the Minimum\nPayout plus the product of (A) the difference between the Maximum Payout and the\nMinimum Payout and (B) a fraction, the numerator of which is equal to the amount\nby which First Period Pre-Tax Income exceeds $291,782,400 and the denominator\nequal to 39,825,673. The Maximum Payout shall be payable on February 28, 2002,\nif the average Pre-Tax Income of the Company for the years 1999, 2000 and 2001\n('Third Period Pre-Tax Income') is at least $414,510,091. If Third Period\nPre-Tax Income is less than $350,138,880, no Incentive Bonus shall be payable on\nFebruary 28, 2002. If Third Period Pre-Tax Income is equal to $350,138,880, the\nMinimum Payout shall be payable. If Third Period Pre-Tax Income is greater than\n$350,138,880 but less than $414,510,091, the portion of the Incentive Bonus Pool\nthat is payable shall equal the Minimum Payout plus the product of (A) the\ndifference between the Maximum Payout and the Minimum Payout and (B) a fraction,\nthe numerator of which is equal to the amount by which Third Period Pre-Tax\nIncome exceeds $350,138,880 and the denominator equal to 64,371,211. The Company\nmay, in its sole discretion, pay out any remaining unpaid portion of the\nIncentive Bonus at any time, discounted to present value at a rate of 15% in\nsatisfaction of its obligations pursuant to this Section 2(b)(iii) (the 'Buyout\nOption').\n\n                  (iv) Savings and Retirement Plans. During the Employment\nPeriod, the Executive shall be eligible to participate in all savings and\nretirement plans, practices, policies and programs of the Company in which the\nExecutive participated immediately prior to the Commencement Date, or, in the\nExecutive's sole discretion, to the extent permitted by law and provided that\nthe Executive's participation shall not cause any such plan to lose its\ntax-qualified status, such plans as are generally applicable to peer executives\nof Fleet Financial and its affiliated companies, other than the Company, (the\n'Fleet Plans'), provided, that in no event shall the Executive be entitled to\nreceive duplicate benefits. For purposes of all Fleet Plans which the Executive\nelects to participate in, the Executive shall receive full credit for all prior\nservice with\n\n\n                                      -3-\n\n\nthe Company for purposes of eligibility to participate and receive benefits and\nvesting but not for benefit accruals in any Fleet retirement plan.\n\n                  (v) Welfare and Other Benefit Plans. During the Employment\nPeriod, the Executive and\/or the Executive's family, as the case may be, shall\nbe eligible for participation in and shall receive all benefits under welfare,\nfringe, change of control protection, vacation and other similar benefit plans,\npractices, policies and programs provided by the Company (including, without\nlimitation, medical, prescription, dental, disability, employee life, group\nlife, accidental death and travel accident insurance plans and programs), or, in\nthe Executive's sole discretion, to the extent permitted by law and provided\nthat the Executive's participation shall not cause any such plan to lose its\ntax-qualified status, such Fleet Plans as are generally applicable to peer\nexecutives of Fleet Financial and its affiliated companies. With respect to\nFleet Financial's welfare benefit plans which the Executive elects to\nparticipate in, Fleet Financial shall cause any Fleet Plan to waive any\npreexisting condition exclusions and actively-at-work requirements thereunder\nwith respect to the Executive and the Executive's eligible dependents and shall\nensure that any covered expenses incurred on or before the date the Executive's\nand\/or the Executive's family's participation commences shall be taken into\naccount for purposes of satisfying applicable deductible, coinsurance and\nmaximum out-of-pocket provisions after the date participation commences.\n\n                  (vi) Expenses. During the Employment Period, the Executive\nshall be entitled to receive prompt reimbursement for all reasonable business,\ntravel and entertainment expenses incurred by the Executive, in accordance with\nthe policies of the Company as in effect immediately prior to the Commencement\nDate.\n\n                  (vii) Fringe Benefits. During the Employment Period, the\nExecutive shall be entitled to fringe benefits, including, without limitation,\npayment of the annual dues and fees for the Executive's membership at the clubs\nof the Executive's choice and the Company's continued sponsorship of a\ncharitable contribution policy, on the same basis as was provided immediately\nprior to the Commencement Date. In addition, the Executive shall have use of the\nCompany's corporate aircrafts and the Company shall make the Executive whole for\nany taxes payable by the Executive as a result of personal use of any such\ncorporate aircraft, each on the same basis as was provided immediately prior to\nthe Commencement Date.\n\n                  (viii) Split-Dollar Life Insurance. During the Employment\nPeriod, the Company shall pay the premiums for the cost of a split-dollar life\ninsurance policy in effect for the benefit of the Executive, on the same basis\nas was provided immediately prior to the Commencement Date.\n\n                  (ix) New York Stock Exchange Seat. Immediately prior to the\nCommencement Date, the Company shall take all necessary actions to sell to the\nExecutive a seat on the New York Stock Exchange at a purchase price of\n$1,000,000, which the Executive shall lease back to the Company immediately\nfollowing the Commencement Date for an annual price of $160,000 based on terms\nand conditions that are no less favorable to the Executive than those obtainable\nin an arm's length transaction.\n\n\n                                      -4-\n\n\n                  (x) Indemnity. The Executive shall be indemnified by the\nCompany against claims arising in connection with the Executive's status as an\nemployee, officer, director or agent of the Company in accordance with the\nCompany's indemnity policies for its senior executives, subject to applicable\nlaw.\n\n                  (xi) Vacation. During each year of the Employment Period, the\nExecutive shall be entitled to paid vacation in accordance with the Company's\nvacation policy for senior executives as in effect immediately prior to the\nCommencement Date.\n\n      3. Termination of Employment. (a) Death or Disability. The Executive's\nemployment shall terminate automatically upon the Executive's death during the\nEmployment Period. If the Company determines in good faith that the Disability\nof the Executive has occurred during the Employment Period (pursuant to the\ndefinition of Disability set forth below), it may give to the Executive written\nnotice in accordance with Section 10(b) of this Agreement of its intention to\nterminate the Executive's employment. In such event, the Executive's employment\nwith the Company shall terminate effective on the 30th day after receipt of such\nnotice by the Executive (the 'Disability Effective Date'), provided that, within\nthe 30 days after such receipt, the Executive shall not have returned to\nfull-time performance of the Executive's duties. For purposes of this Agreement,\n'Disability' shall mean the absence of the Executive from the Executive's duties\nwith the Company on a full-time basis for 180 consecutive business days as a\nresult of incapacity due to mental or physical illness which is determined to be\ntotal and permanent by a physician selected by the Company or its insurers and\nacceptable to the Executive or the Executive's legal representative.\n\n      (b) Cause. The Company may terminate the Executive's employment during the\nEmployment Period for Cause. For purposes of this Agreement, 'Cause' shall mean:\n\n                  (i) any conviction of, or a plea of guilty or no contest to,\nany charge of embezzlement, theft or fraudulent act, or any felony, which would\nreasonably be expected to be materially detrimental to the business, operations,\nreputation or financial condition of the Company, or\n\n                  (ii) any material breach by the Executive of Section 7 hereof,\nprovided that, to the extent any such breach is curable, the Company shall give\nthe Executive notice thereof and a reasonable opportunity to cure, or\n\n                  (iii) continued failure to perform or habitual neglect of or\nwillful misconduct in performing the duties that the Executive is required to\nperform under this Agreement (after the Company has given the Executive notice\nthereof and a reasonable opportunity to cure), or\n\n                  (iv) if the Executive commits any material act of fraud in the\nperformance of his duties during the course of his employment.\n\n                  Notwithstanding the foregoing, the Executive shall not be\ndeemed to have been terminated for Cause unless and until there shall have been\ndelivered to the Executive a copy \n\n\n                                      -5-\n\n\nof a resolution duly adopted by the Board of Directors of the Company at a\nmeeting of the Board of Directors of the Company called and held for such\npurpose (after reasonable notice to the Executive and an opportunity for the\nExecutive, together with the Executive's counsel, to be heard before the Board\nof Directors of the Company), finding that in the good faith opinion of the\nBoard of Directors of the Company, the Executive was guilty of the conduct set\nforth in clause (i) or (ii) of this Section 3(b) and specifying the particulars\nthereof.\n\n            (c) Good Reason. The Executive's employment may be terminated by the\nExecutive for Good Reason. For purposes of this Agreement, 'Good Reason' shall\nmean a material breach by the Company of any material provision of this\nAgreement, after the Executive has provided the Company with notice thereof and\na reasonable opportunity to cure such breach.\n\n            (d) Notice of Termination. Any termination by the Company for Cause,\nor by the Executive for Good Reason, shall be communicated by Notice of\nTermination to the other party hereto given in accordance with Section 10(b) of\nthis Agreement. For purposes of this Agreement, a 'Notice of Termination' means\na written notice which (i) indicates the specific termination provision in this\nAgreement relied upon, (ii) to the extent applicable, sets forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nthe Executive's employment under the provision so indicated and (iii) if the\nDate of Termination (as defined below) is other than the date of receipt of such\nnotice, specifies the termination date (which date shall be not more than thirty\ndays after the giving of such notice). The failure by the Executive or the\nCompany to set forth in the Notice of Termination any fact or circumstance which\ncontributes to a showing of Good Reason or Cause shall not waive any right of\nthe Executive or the Company, respectively, hereunder or preclude the Executive\nor the Company, respectively, from asserting such fact or circumstance in\nenforcing the Executive's or the Company's rights hereunder.\n\n            (e) Date of Termination. 'Date of Termination' means if the\nExecutive's employment is terminated by the Company for Cause, or by the\nExecutive for Good Reason, the date of receipt of the Notice of Termination or\nany later date specified therein, as the case may be, (ii) if the Executive's\nemployment is terminated by the Company other than for Cause or Disability, the\nDate of Termination shall be the date on which the Company notifies the\nExecutive of such termination and (iii) if the Executive's employment is\nterminated by reason of death or Disability, the Date of Termination shall be\nthe date of death of the Executive or the Disability Effective Date, as the case\nmay be.\n\n      4. Obligations of the Company upon Termination. (a) Good Reason; Other\nThan for Cause. If, during the Employment Period, the Company shall terminate\nthe Executive's employment other than for Cause, including by reason of the\nExecutive's death or Disability, or the Executive shall terminate employment for\nGood Reason:\n\n            (i) the Company shall pay to the Executive in a lump sum in cash\n      within 30 days after the Date of Termination the aggregate of the amounts\n      set forth in clauses A and B below:\n\n\n                                      -6-\n\n\n                  A. the sum of (1) the Executive's Annual Base Salary through\n            the Date of Termination to the extent not theretofore paid, (2) the\n            product of (x) the Total Compensation Guarantee (less any Annual\n            Base Salary paid from January 1 of the year of termination through\n            the Date of Termination and any Annual Base Salary payable pursuant\n            to clause (1) above) and (y) a fraction (the 'Proration Fraction'),\n            the numerator of which is the number of days in the current calendar\n            year through the Date of Termination, and the denominator of which\n            is 365 and (3) any compensation previously deferred by the Executive\n            (together with any accrued interest or earnings thereon) to the\n            extent not theretofore paid (the sum of the amounts described in\n            clauses (1), (2), and (3) shall be hereinafter referred to as the\n            'Accrued Obligations'); and\n\n                  B. the amount equal to the product of (1) the number of years\n            (including fractions thereof) remaining from the Date of Termination\n            until the end of the Employment Period and (2) the Total\n            Compensation Guarantee; and\n\n            (ii) any unpaid portion of the Aggregate Base Payment shall become\n      fully vested and immediately payable;\n\n            (iii) to the extent not theretofore paid or provided, the Company\n      shall timely pay or provide to the Executive any other amounts or benefits\n      required to be paid or provided or which the Executive is entitled to\n      receive under any plan, program, policy or practice or contract or\n      agreement of the Company and its affiliated companies but excluding\n      payments pursuant to Section 2(b)(iii) and payments pursuant to severance\n      plans (such other amounts and benefits shall be hereinafter referred to as\n      the 'Other Benefits').\n\n            (b) Cause; Other than for Good Reason. If the Executive's employment\nshall be terminated for Cause or the Executive terminates employment without\nGood Reason during the Employment Period, this Agreement shall terminate without\nfurther obligations to the Executive other than the obligation to pay to the\nExecutive (x) Accrued Obligations less the amount determined under Section\n4(a)(i)A(2) hereof, and (y) Other Benefits, in each case to the extent\ntheretofore unpaid.\n\n      5. Certain Additional Payments by the Company. (a) Anything in this\nAgreement to the contrary notwithstanding, in the event that the Executive's\nemployment is terminated by the Company without Cause or by the Executive for\nGood Reason or the Company exercises its Buyout Option and it shall be\ndetermined that any payment or distribution by the Company to or for the benefit\nof the Executive (whether paid or payable or distributed or distributable\npursuant to the terms of this Agreement or otherwise, but determined without\nregard to any additional payments required under this Section 5) (a 'Payment')\nwould be subject to the excise tax imposed by Section 4999 of the Code or any\ncorresponding provisions of state or local tax laws, or any interest or\npenalties are incurred by the Executive with respect to such excise tax (such\nexcise tax together with any such interest and penalties, are hereinafter\ncollectively referred to as the 'Excise Tax'), then the Executive shall be\nentitled to receive an additional payment (a 'Gross-Up Payment') in an amount\nsuch that after payment by the Executive of all taxes (including any \n\n\n                                      -7-\n\n\ninterest or penalties imposed with respect to such taxes), including, without\nlimitation, any income taxes (and any interest and penalties imposed with\nrespect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive\nretains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon\nthe Payments.\n\n            (b) Subject to the provisions of Section 5(c), all determinations\nrequired to be made under this Section 5, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by Price\nWaterhouse LLP or such other certified public accounting firm as may be\ndesignated by the Executive (the 'Accounting Firm'), which shall provide\ndetailed supporting calculations both to the Company and the Executive within 15\nbusiness days of the receipt of notice from the Executive that there has been a\nPayment, or such earlier time as is requested by the Company. All fees and\nexpenses of the Accounting Firm shall be borne solely by the Company. Any\nGross-Up Payment, as determined pursuant to this Section 5, shall be paid by the\nCompany to the Executive within five days of the receipt of the Accounting\nFirm's determination. Any determination by the Accounting Firm shall be binding\nupon the Company and the Executive. As a result of the uncertainty in the\napplication of Section 4999 of the Code at the time of the initial determination\nby the Accounting Firm hereunder, it is possible that Gross-Up Payments which\nwill not have been made by the Company should have been made ('Underpayment'),\nconsistent with the calculations required to be made hereunder. In the event\nthat the Company exhausts its remedies pursuant to Section 5(c) and the\nExecutive thereafter is required to make a payment of any Excise Tax, the\nAccounting Firm shall determine the amount of the Underpayment that has occurred\nand any such Underpayment shall be promptly paid by the Company to or for the\nbenefit of the Executive.\n\n            (c) The Executive shall notify the Company in writing of any claim\nby the Internal Revenue Service that, if successful, would require the payment\nby the Company of the Gross-Up Payment. Such notification shall be given as soon\nas practicable but no later than ten business days after the Executive is\ninformed in writing of such claim and shall apprise the Company of the nature of\nsuch claim and the date on which such claim is requested to be paid. The\nExecutive shall not pay such claim prior to the expiration of the 30-day period\nfollowing the date on which the Executive gives such notice to the Company (or\nsuch shorter period ending on the date that any payment of taxes with respect to\nsuch claim is due). If the Company notifies the Executive in writing prior to\nthe expiration of such period that it desires to contest such claim, the\nExecutive shall:\n\n            (i) give the Company any information reasonably requested by the\n      Company relating to such claim,\n\n            (ii) take such action in connection with contesting such claim as\n      the Company shall reasonably request in writing from time to time,\n      including, without limitation, accepting legal representation with respect\n      to such claim by an attorney reasonably selected by the Company,\n\n            (iii) cooperate with the Company in good faith in order effectively\n      to contest such claim, and\n\n\n                                      -8-\n\n\n            (iv) permit the Company to participate in any proceedings relating\n      to such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis Section 5(c), the Company shall control all proceedings taken in connection\nwith such contest and, at its sole option, may pursue or forgo any and all\nadministrative appeals, proceedings, hearings and conferences with the taxing\nauthority in respect of such claim and may, at its sole option, either direct\nthe Executive to pay the tax claimed and sue for a refund or contest the claim\nin any permissible manner, and the Executive agrees to prosecute such Contest to\na determination before any administrative tribunal, in a court of initial\njurisdiction and in one or more appellate courts, as the Company shall\ndetermine; provided, however, that if the Company directs the Executive to pay\nsuch claim and sue for a refund, the Company shall advance the amount of such\npayment to the Executive, on an interest-free basis and shall indemnify and hold\nthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax\n(including interest or penalties with respect thereto) imposed with respect to\nsuch advance or with respect to any imputed income with respect to such advance;\nand further provided that any extension of the statute of limitations relating\nto payment of taxes for the taxable year of the Executive with respect to which\nsuch contested amount is claimed to be due is limited solely to such contested\namount. Furthermore, the Company's control of the contest shall be limited to\nissues with respect to which a Gross-Up Payment would be payable hereunder and\nthe Executive shall be entitled to settle or Contest, as the case may be, any\nother issue raised by the Internal Revenue Service or any other taxing\nauthority.\n\n            (d) If, after the receipt by the Executive of an amount advanced by\nthe Company pursuant to Section 5(c), the Executive becomes entitled to receive\nany refund with respect to such claim, the Executive shall (subject to the\nCompany's complying with the requirements of Section 5(c)) promptly pay to the\nCompany the amount of such refund (together with any interest paid or credited\nthereon after taxes applicable thereto). If, after the receipt by the Executive\nof an amount advanced by the Company pursuant to Section 5(c), a determination\nis made that the Executive shall not be entitled to any refund with respect to\nsuch claim and the Company does not notify the Executive in writing of its\nintent to contest such denial of refund prior to the expiration of 30 days after\nsuch determination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n      6. Arbitration. The Company and the Executive agree that any disputes with\nrespect to this Agreement shall be subject to binding arbitration in New York,\nNew York in accordance with the rules of the New York Stock Exchange. The\nproceedings and the results of such arbitration shall be treated as confidential\ninformation subject to Section 7(a) hereof. The Company agrees to pay for the\ncosts of arbitration and shall reimburse the Executive for the Executive's\nreasonable attorney's fees.\n\n\n                                      -9-\n\n\n      7. Confidential Information\/Noncompetition\/Nonsolicitation. (a) The\nExecutive shall hold in a fiduciary capacity for the benefit of the Company all\nsecret or confidential information, knowledge or data relating to the Company or\nany of its affiliated companies, and their respective businesses, which shall\nhave been obtained by the Executive during the Executive's employment by the\nCompany or any of its affiliated companies and which shall not be or become\npublic knowledge (other than by acts by the Executive or representatives of the\nExecutive in violation of this Agreement). After termination of the Executive's\nemployment with the Company, the Executive shall not, without the prior written\nconsent of the Company or as may otherwise be required by law or legal process\n(provided the Company has been given notice of and opportunity to challenge or\nlimit the scope of disclosure purportedly so required), communicate or divulge\nany such information, knowledge or data to anyone other than the Company and\nthose designated by it.\n\n            (b) While employed by the Company and its affiliated companies,\nand in the event of a termination of the Executive's employment hereunder for\nany reason (other than termination by the Company without Cause), for one year\nthereafter, the Executive will not directly or indirectly, own, manage, operate,\ncontrol or participate in the ownership, management, operation or control of, or\nbe connected as an officer, employee, partner, director or otherwise with, or\nhave any financial interest in, any business which is in competition with the\nbusiness conducted by the Company in any geographic area where such business is\nbeing conducted during such period. Ownership, for personal investment purposes\nonly, of less than 5% of the voting stock of any publicly held corporation shall\nnot constitute a violation hereof.\n\n            (c) While employed by the Company or any of its affiliated companies\nand for one year after the Executive's termination of employment, the Executive\nwill not, directly or indirectly, solicit for employment by other than the\nCompany any person employed by the Company or its affiliated companies at the\neffective time of the Merger, nor will the Executive, directly or indirectly,\nsolicit for employment by other than the Company any person known by the\nExecutive to be employed at the time by the Company or its affiliated companies.\n\n            (d) The provisions of Section 7(b) and (c) shall remain in full\nforce and effect until the expiration of the period specified herein\nnotwithstanding the earlier termination of the Executive's employment hereunder.\n\n      8. Specific Performance. The Executive acknowledges that a violation on\nthe Executive's part of any of the covenants contained in Section 7 hereof would\ncause immeasurable and irreparable damage to the Company. Accordingly, the\nExecutive agrees that the Company shall be entitled to injunctive relief in any\ncourt of competent jurisdiction for any actual or threatened violation of any\nsuch covenant in addition to any other remedies it may have. The Executive\nagrees that in the event that any arbitrator or court of competent jurisdiction\nshall finally hold that any provision of Section 7 hereof is void or constitutes\nan unrestriction against the Executive, the provisions of such Section 7 shall\nnot be rendered void but shall apply to such extent as such arbitrator or court\nmay determine constitutes a reasonable restriction under the circumstances.\n\n\n                                      -10-\n\n\n      9. Successors. (a) This Agreement is personal to the Executive and without\nthe prior written consent of the Company shall not be assignable by the\nExecutive otherwise than by will or the laws of descent and distribution. This\nAgreement shall inure to the benefit of and be enforceable by the Executive's\nlegal representatives.\n\n            (b) This Agreement shall inure to the benefit of and be binding upon\nthe Company and its successors and assigns.\n\n            (c) The Company will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to assume\nexpressly and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. As used in this Agreement, 'Company' shall mean the Company as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid which assumes and agrees to perform this Agreement by operation of\nlaw, or otherwise.\n\n      10. Miscellaneous. (a) This Agreement shall be governed by and construed\nin accordance with the laws of the State of [New York], without reference to\nprinciples of conflict of laws. The captions of this Agreement are not part of\nthe provisions hereof and shall have no force or effect. This Agreement may not\nbe amended or modified otherwise than by a written agreement executed by the\nparties hereto or their respective successors and legal representatives.\n\n            (b) All notices and other communications hereunder shall be in\nwriting and shall be given by hand delivery to the other party or by registered\nor certified mail, return receipt requested, postage prepaid, addressed as\nfollows:\n\n                  If to the Executive:\n\n                  If to the Company:      Fleet National Bank\n                                          75 State Street, 33rd Floor\n                                          Boston, MA  02110\n\n                                          Attention:  General Counsel\n\nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith. Notice and communications shall be effective\nwhen actually received by the addressee.\n\n            (c) The Company's obligation to make the payments provided for in\nthis Agreement and otherwise to perform obligations hereunder shall not be\naffected by any set-off, counterclaim, recoupment, defense or other claim, right\nor action which the Company may have against the Executive or others, other than\nclaims for a breach of Section 7 of this Agreement. In no event shall the\nExecutive be obligated to seek other employment or take any other action by way\nof mitigation of the amounts payable to the Executive under any of the\nprovisions of this Agreement, and such amounts shall not be reduced whether or\nnot the Executive obtains other employment.\n\n\n                                      -11-\n\n\n            (d) The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement.\n\n            (e) The Company may withhold from any amounts payable under this\nAgreement such Federal, state, local or foreign taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation.\n\n            (f) On and after the Commencement Date, this Agreement shall\nsupersede any other agreement between the parties or between the Company and the\nExecutive with respect to the subject matter hereof.\n\n\n                                      -12-\n\n\n                                    EXHIBIT A\n                                    ---------\n\nExecutive's Name:             Thomas C. Quick\n\nPosition:                     President, Chief Operating Officer - The Quick\n                              &amp; Reilly Group, Inc.\n\nReporting Relationship:       Chief Executive Officer of Quick &amp; Reilly\n                              Group, Inc. and the Vice Chairman or equivalent\n                              officer of Fleet Financial Group, Inc.\n\n\n      IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand\nand, pursuant to the authorization from the Board of Directors, the Company has\ncaused these presents to be executed in its names on its behalf, all as of the\nday and year first above written.\n\n                                          \/s\/ Thomas C. Quick\n                                          ------------------------------------\n                                          THOMAS C. QUICK\n\n\n                                          THE QUICK &amp; REILLY GROUP, INC.\n\n                                          \/s\/ Leslie C. Quick, Jr.\n                                          ------------------------------------\n                                          By:    Leslie C. Quick, Jr.\n                                          Title: Chairman of the Board and\n                                                 Chief Executive Officer\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7545],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9539,9544],"class_list":["post-39637","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleetboston-financial-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39637","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39637"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39637"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39637"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39637"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}