December 13, 2010<\/p>\n<\/p>\n<\/p>\n<\/p>\n
Mr. Peter Nachtwey<\/p>\n<\/p>\n
3303 Water Street NW<\/p>\n<\/p>\n
Unit 7-L<\/p>\n<\/p>\n
Washington, DC 20007<\/p>\n<\/p>\n<\/p>\n
Dear Pete,<\/p>\n<\/p>\n<\/p>\n
This letter will confirm the offer of employment that Legg Mason & Co.,
\nLLC has made to you. We have offered to employ you as the Chief Financial
\nOfficer in the Baltimore, Maryland corporate office at a semi-monthly salary of
\n$14,583.34 ($350,000 annually). You will receive a one time sign-on cash award
\nin the amount of $500,000, less applicable taxes that will be included in your
\nfirst paycheck. If within thirty-six (36) months of your date of hire, your
\nemployment is terminated by the Company, or by its successors or affiliates, for
\ncause (as defined in the attached “Explanation of Incentive Compensation
\nAwards”), you will be responsible for repaying a pro-rated amount of the sign-on
\naward, plus all collection costs (including attorneys153 fees) incurred in
\nconnection therewith. The pro-rated amount will be based on months worked.<\/p>\n<\/p>\n<\/p>\n
You will be granted Legg Mason restricted stock in the amount of $250,000 and
\nstock options in the amount of $250,000. The expected date of this grant is the
\nfirst of the month following your hire date. The terms and conditions of this
\naward will be in accordance with the relevant plan documents.<\/p>\n<\/p>\n<\/p>\n
For performance year ending March 31st, 2011, subject to the terms set forth
\nabove, the total value of your incentive compensation award will be $325,000
\ncash, less applicable taxes and other required deductions, $125,000 of
\nrestricted stock, and $125,000 in stock options. Guaranteed bonus awards are
\nnull and void if prior to the normal payment date for the bonus you are
\nterminated “For Cause” as defined on the Explanation of Incentive Compensation
\nAwards document attached to this letter or you voluntarily resign. In addition,
\nfor future performance cyles, you are eligible for an annual cash target of
\n$1,300,000 and an annual equity target of $1,000,000. This targeted bonus award
\nis discretionary and contingent upon Company performance and, of course
\ndependent upon your continued employment at the time of payment, as permitted by
\nall State and Federal laws. Any incentive compensation will be awarded pursuant
\nto the incentive and restricted stock or other deferred compensation program(s)
\nin effect at the time of payment, and may consist of a cash bonus, or a
\ncombination of cash and shares of restricted stock or other deferred
\ncompensation.<\/p>\n<\/p>\n<\/p>\n
i.<\/p>\n<\/p>\n
A general overview of incentive compensation awards is attached to this
\nletter. The compensation package including deferred and future payments is
\ndependent upon your continued employment at the time of payment unless State or
\nFederal laws specifically provide otherwise.<\/p>\n<\/p>\n<\/p>\n<\/p>\n
ii.<\/p>\n<\/p>\n
Legg Mason employees are paid on the 15th<\/sup> and the last day of the iii.<\/p>\n<\/p>\n You will be eligible for all Company benefits generally available to iv.<\/p>\n<\/p>\n While you are employed by Legg Mason, its successors and affiliates, and for v.<\/p>\n<\/p>\n It is important to note that due to regulatory considerations, Legg Mason This offer is contingent upon the following:<\/p>\n<\/p>\n<\/p>\n *<\/p>\n<\/p>\n A satisfactory reference check<\/p>\n<\/p>\n *<\/p>\n<\/p>\n Proof of right to work; satisfaction of (I-9) requirements<\/p>\n<\/p>\n *<\/p>\n<\/p>\n Verification of the information you have provided<\/p>\n<\/p>\n *<\/p>\n<\/p>\n A satisfactory background check (including but not limited to criminal, *<\/p>\n<\/p>\n Eligibility to be employed by Legg Mason as defined by applicable securities If any of these contingencies are not met, the offer of employment may be While it is our hope and expectation that you will have a long and rewarding Pete, we are truly excited about the possibility of you joining Legg Mason. Sincerely,<\/p>\n<\/p>\n<\/p>\n<\/p>\n Patricia Lattin<\/p>\n<\/p>\n Head, Global Human Resources<\/p>\n<\/p>\n<\/p>\n<\/p>\n ACKNOWLEDGED AND ACCEPTED BY: \/s\/ Peter H. Nachtwey<\/u> DATE: \n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8040],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9539,9544],"class_list":["post-39763","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legg-mason-inc","corporate_contracts_industries-financial__securities","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\/39763","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=39763"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39763"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39763"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39763"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nmonth. If the 15th<\/sup> or the last day of the month falls on a weekend
\nday or a holiday, you will be paid on the last work day before the designated
\npay day.<\/p>\n<\/p>\n<\/p>\n
\nfull-time regular employees and be subject to all policies and practices of the
\nCompany as articulated in the Legg Mason employee handbook (available
\nelectronically on the Company153s intranet site and updated from time to time,
\nwith or without notice, for which you are responsible for understanding), and
\nother communications. One benefit includes Paid Time Off (PTO). It is important
\nto note that there are cases where accrued but unused PTO is not paid at the
\ntime of separation. The full PTO policy is enclosed here.<\/p>\n<\/p>\n<\/p>\n
\na twelve (12) month period following the termination of your employment for any
\nreason, you agree that you will not directly or indirectly solicit any business
\nfrom any client of the Company or its affiliates. During this period, you
\nfurther agree that you will not directly or indirectly encourage the termination
\nor reduction of any business that the Company or its affiliates has with any
\nsuch client. Your agreement not to solicit means that for twelve (12) months
\nfollowing your termination date, you will not initiate contact or communication
\nof any kind for the purpose of inviting, encouraging or requesting any such
\nclient to (a) transfer an existing account from the Company or its affiliates to
\nyou or any third party, (b) open a new account with you or any third party, or
\n(c) surrender, redeem or terminate any product, service or relationship with the
\nCompany or its affiliates. Additionally, while you are employed by Legg Mason,
\nits successors and affiliates, and for a twelve (12) month period following the
\ntermination of your employment for any reason, you agree that you will not
\ndirectly or indirectly solicit or encourage any employee of the Company or its
\naffiliates to terminate his\/her employment and become employed elsewhere. Your
\nsignature below constitutes your acknowledgement of, and agreement with, these
\nterms.<\/p>\n<\/p>\n<\/p>\n
\nmonitors the personal trading activities of its employees to ensure that all
\nsuch employees act in a manner consistent with the best interests of the clients
\nof Legg Mason and its affiliates. As a Legg Mason employee, you will receive
\ntraining during Orientation regarding the requirements applicable to you under
\nLegg Mason Code of Ethics. In particular, one requirement of which you should be
\naware before accepting employment with Legg Mason is that, with few exceptions,
\nany brokerage accounts through which you trade must be maintained with one of
\nthe following firms: Ameriprise Financial, Charles Schwab, E*Trade, Fidelity
\nInvestments, Janney Montgomery Scott, Merrill Lynch, Morgan Stanley, Robert W.
\nBaird & Co., Scottrade, Smith Barney, T. Rowe Price, TD Ameritrade, UBS,
\nWachovia, or directly held Legg Mason Funds and Legg Mason Partner Fund
\nAccounts. These firms have established the required electronic trade feeds into
\nthe Legg Mason Compliance Department needed for monitoring purposes under the
\nLegg Mason Code of Ethics.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\neducation,credit, and employment verification)<\/p>\n<\/p>\n
\nlaws and regulations promulgated thereunder.<\/p>\n<\/p>\n<\/p>\n
\nrescinded or, if you already have started working, your employment may be
\nterminated immediately.<\/p>\n<\/p>\n<\/p>\n
\ncareer at Legg Mason, you should understand that this constitutes an offer of
\n“employment at will,” which means that, at any time after the commencement of
\nyour employment and for any reason or for no reason at all, you may voluntarily
\nterminate your employment, and Legg Mason may terminate your employment without
\nfurther obligations to you. Any oral statements or representations to the
\ncontrary are expressly disavowed.<\/p>\n<\/p>\n<\/p>\n
\nPlease let us know if you are accepting this offer within 5 business days; the
\noffer is withdrawn if not accepted within this time period. Should you have any
\nquestions, please call me at 410-454-3245.<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\n12\/13\/2010<\/u><\/p>\n<\/p>\n