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 | 2003 |
Adoption Agreement
Adoption Agreement (127K)
Doc #187090: Click preview link for longer preview.
ADOPTION AGREEMENT FOR
PFPC INC.
NON-STANDARDIZED 401(K) PROFIT SHARING
PLAN AND TRUST
The undersigned Employer adopts PFPC Inc. Prototype Non-Standardized 401(k)
Profit Sharing Plan and Trust and elects the following provisions:
CAUTION: Failure to properly fill out this Adoption Agreement may result in
disqualification of the Plan.
EMPLOYER INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in this Employer Information Section.)
1. EMPLOYER'S NAME, ADDRESS AND TELEPHONE NUMBER
Name: Webster Bank
--------------------------------------------------------------
--------------------------------------------------------------
Address: 145 Bank Street Webster Plaza
--------------------------------------------------------------
Street
Waterbury CT 06702
----------------------- ------------------ ---------------
City State Zip
Telephone: (203) 755-1422
----------------------------
2. EMPLOYER'S TAXPAYER IDENTIFICATION NUMBER 06-0273620
------------------
3. TYPE OF ENTITY
a. [xx] Corporation (including Tax-exempt or Non-profit Corporation)
b. [ ] Professional Service Corporation
c. [ ] S Corporation
d. [ ] Limited Liability Company that is taxed as:
1. [ ] a partnership or sole proprietorship
2. [ ] a Corporation
3. [ ] an S Corporation
e. [ ] Sole Proprietorship
f. [ ] Partnership (including Limited Liability)
g. [ ] Other:
--------------------------------------------------------------
AND, the Employer is a member of (select all that apply):
h. [xx] a controlled group
i. [ ] an affiliated service group
4. EMPLOYER FISCAL YEAR means the 12 consecutive month period:
Beginning on January 1 (e.g., January 1st)
----------
month day
and ending on December 31
-----------
month day
PLAN INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in Questions 9. through 11.)
5. PLAN NAME:
Webster Bank Employee Investment Plan
--------------------------------------------------------------------------------
(c) Copyright 2001 PFPC Inc.
1
{PAGE}
Non-Standardized 401(k) Profit Sharing Plan
6. EFFECTIVE DATE
a. [ ] This is a new Plan effective as of ____________ (hereinafter called
the "Effective Date").
b. [ ] This is an amendment and restatement of a previously established
qualified plan of the Employer which was originally effective _______
(hereinafter called the "Effective Date"). The effective date of this
amendment and restatement is _______.
c. [xx] FOR GUST RESTATEMENTS: This is an amendment and restatement of a
previously established qualified plan of the Employer to bring the
Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA `97).
The original Plan effective date was 10/1/84 hereinafter called the
"Effective Date'). Except as specifically provided in the Plan, the
effective date of this amendment and restatement is 1/1/01. (May
enter a restatement date that is the first day of the current Plan
Year. The Plan contains appropriate retroactive effective dates with
respect to provisions for the appropriate laws.)
7. PLAN YEAR means the 12 consecutive month period:
Beginning on December 31 (e.g., January 1st)
------------
month day
and ending on December 30
------------
month day
EXCEPT that there will be a Short Plan Year:
a. [ ] N/A
b. [ ] beginning on (e.g., July 1, 2000)
-------------------------------
month day year
and ending on
-------------------------------
month day year
8. VALUATION DATE means:
a. [x ] Every day that the Trustee, any transfer agent appointed by the
Trustee or the Employer, and any stock exchange used by such agent
are open for business (daily valuation).
b. [ ] The last day of each Plan Year.
c. [ ] The last day of each Plan Year half (semi-annual).
d. [ ] The last day of each Plan Year quarter.
e. [ ] Other (specify day or dates):_____________________ (must be at least
once each Plan Year).
9. PLAN NUMBER assigned by the Employer
a. [ ] 001
b. [ ] 002
c. [x ] 003
d. [ ] Other:
---------------------------------------------------------------
10. TRUSTEES:
a. [ ] Individual Trustee(s) who serve as discretionary Trustee(s) over
assets not subject to control by a corporate Trustee.
Name(s) Title(s)
------------------------------ --------------------------------
------------------------------ --------------------------------
------------------------------ --------------------------------
Address and Telephone number
1. [ ] Use Employer address and telephone number.
2. [ ] Use address and telephone number below:
Address:
-------------------------------------------------------------
Street
------------- ------------------ -------------------
City State Zip
Telephone:
-------------------------------
(c) Copyright 2001 PFPC Inc.
2
{PAGE}
Non-Standardized 401(k) Profit Sharing Plan
b. [ x ] Corporate Trustee
Name: PW Trust Company
-----------------------------------------------------------
Address: 4400 Computer Drive
-----------------------------------------------------------
Street
Westboro MA 01581
------------- ------------------ ------------------
City State Zip
Telephone: (508) 871-4084
------------------------------
AND, the corporate Trustee shall serve as:
1. [ x ] a directed (nondiscretionary) Trustee over
all Plan assets except for the following:
--------------------------------------
2. [ ] a discretionary Trustee over all Plan assets
except for the following:
--------------------------------------
AND, shall a separate trust agreement be used with this Plan?
c. [ ] Yes
d. [ x ] No
NOTE: If Yes is selected, an executed copy of the trust agreement between
the Trustee and the Employer must be attached to this Plan. The Plan
and trust agreement will be read and construed together. The
responsibilities, rights and powers of the Trustee shall be those
specified in the trust agreement.
11. PLAN ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER:
(If none is named, the Employer will become the Administrator.)
a. [ x ] Employer (Use Employer address and telephone number).
b. [ ] Use name, address and telephone number below:
Name:
--------------------------------------------------------
Address:
--------------------------------------------------------
Street
------------ -------------------- ----------------
City State Zip
Telephone:
--------------------------------------------
12. CONSTRUCTION OF PLAN
This Plan shall be governed by the laws of the state or commonwealth where
the Employer's (or, in the case of a corporate Trustee, such Trustee's)
principal place of business is located unless another state or commonwealth
is specified:
Connecticut
---------------------------
ELIGIBILITY REQUIREMENTS
13. ELIGIBLE EMPLOYEES (Plan Section 1.18)
FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or e. BELOW FOR
EMPLOYER CONTRIBUTIONS) means all Employees (including Leased Employees)
EXCEPT:
NOTE: If different exclusions apply to Elective Deferrals than to other
Employer contributions, complete this part a.-b. for the Elective Deferral
component of the Plan.
a. [ ] N/A. No exclusions.
b. [ X ] The following are excluded, except that if b.3. is selected,
such Employees will be included (select all that apply):
1. [ ] Union Employees (as defined in Plan Section 1.18)
2. [ ] Non-resident aliens (as defined in Plan Section
1.18)
3. [ ] Employees who became Employees as the result of a "Code
Section 410(b)(6)(C) transaction" (as defined in Plan
Section 1.18)
4. [ ] Salaried Employees
5. [ ] Highly Compensated Employees
6. [ ] Leased Employees
7. [ x ] Other: Independent Contractors
----------------------
HOWEVER, different exclusions will apply (select c. OR d. and/or e.):
c. [ X ] N/A. The options elected in a.-b. above apply for all purposes
of the Plan.
d. [ ] For purposes of all Employer contributions (other than Elective
Deferrals and matching contributions)...
e. [ ] For purposes of Employer matching contributions...
(c) Copyright 2001 PFPC Inc.
187090
|
 Chase Manhattan
As referenced in this Adoption Agreement:
Chase Manhattan Bank
– LLC (formerly known as Access National Mortgage, L.L.C.)
Maritime Bank & Trust
Village Bank & Trust Company
New England Community Bancorp, Inc.
The Chase Manhattan Bank
The Levine Companies (Louis Levine Agency, Inc., Levine Financial
Services, Inc. and Retirement Planning Associates, Inc.)
Mech Financial, Inc.
Fleet Boston Corporation
_____________
Chase Manhattan Bank
– available if
the beneficiary is not the spouse of such deceased employee.
D-3
Annex IV
Special Provisions for Former Employees
of
The Chase Manhattan Bank
------------------------
The following provisions shall apply to each former employee of The
Chase Manhattan Bank who transferred employment to a member of the
_____________
Chase Manhattan Bank – Annex IV
Special Provisions for Former Employees
of
The Chase Manhattan Bank
------------------------
The following provisions shall apply to each former employee of The
Chase Manhattan Bank who transferred employment to a member of the Webster Bank
controlled group as a result of Webster Bank's acquisition of certain branches
_____________
Chase Manhattan Bank – employment to a member of the Webster Bank
controlled group as a result of Webster Bank's acquisition of certain branches
from The Chase Manhattan Bank (a "Transferred Chase Employee"), who had an
account balance under The 401(k) Savings Plan of The Chase Manhattan Bank (the
"Chase
_____________
Chase Manhattan Bank – branches
from The Chase Manhattan Bank (a "Transferred Chase Employee"), who had an
account balance under The 401(k) Savings Plan of The Chase Manhattan Bank (the
"Chase 401(k) Plan") immediately prior to the date on which the assets and
liabilities of the Chase 401(k) Plan
_____________
dt 102017
;
PFPC Inc.;
| Webster Bank;
Webster Financial Corp
|
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| 2001 |
Authorized Participant Agreement
Authorized Participant Agreement (86K)
Doc #1815525: Click preview link for longer preview.
iShares, Inc.
AUTHORIZED PARTICIPANT AGREEMENT
This Authorized Participant Agreement (the "Agreement") is entered into by
and between SEI Investments Distribution Co. (together with its affiliates,
"SEI" or the "Distributor") and _________________ (the "Participant") and is
subject to acknowledgement by PFPC Inc. ("PFPC" or the "Transfer Agent"). The
Transfer Agent serves as the transfer agent for iShares, Inc. (the "Fund"). The
Distributor, the Transfer Agent and the . . .
1815525
|
Chase Manhattan
As referenced in this Authorized Participant Agreement:
Chase Manhattan Bank – internal use by the
Participant.
4. SUBCUSTODIAN ACCOUNT. The Participant understands and agrees that in the
--------------------
case of each Index Fund, the Fund has caused the Fund's custodian, The
Chase Manhattan Bank ("Custodian"), to maintain with the applicable
subcustodian for such Index Fund an account in the relevant foreign
jurisdiction to which the Participant shall deliver or cause to be
delivered
_____________
Chase Manhattan Bank, – when, in the sole discretion of the Fund, cash purchases are
available or specified)) (the "Cash Amount") which shall be made to an
account maintained by the Custodian at The Chase Manhattan Bank, New York,
providing payment on or before the Contractual Settlement Date (as defined
in Annex II). The Participant hereby agrees to ensure that the Cash Amount
will be received
_____________
Chase Manhattan Bank, – notified in writing, all notices to the Fund shall be at the address or
telephone, facsimile or telex numbers as follows: Attn: Vice President,
Operations, with a copy to The Chase Manhattan Bank, 2 Chase MetroTech-8,
Eighth Floor, Brooklyn, New York 11245, Attn: iShares.
All notices to the Participant, the Distributor and the Transfer Agent
shall be directed to the address
_____________
dt 1600634
;
| |
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| 2000 |
Executive Retirement Agreement
Executive Retirement Agreement (19K)
Doc #1407521: Click preview link for longer preview.
C. R. BARD, INC.
AMENDED AND RESTATED SUPPLEMENTAL
EXECUTIVE RETIREMENT AGREEMENT
WITH WILLIAM H. LONGFIELD
THIS AMENDED AND RESTATED AGREEMENT, dated as of October 11, 2000, is between C. R. BARD, INC., a New Jersey corporation with offices at 730 Central Avenue, Murray Hill, New Jersey 07974 (hereinafter referred to as the "Company"), and WILLIAM H. LONGFIELD, residing at 4 Kimball Circle, Westfield, New Jersey 07090 (hereinafter referred to as the "Executive").
WHEREAS, the Company has the strongest interest in retaining the Executive because of his outstanding performance and . . .
1407521
|
Chase Manhattan
As referenced in this Executive Retirement Agreement:
Chase Manhattan Bank – any agreement or upon exercise of conversion rights, warrants or options, or otherwise, but which are not actually outstanding; and
(iv) Shares of capital stock, if any, held by The Chase Manhattan Bank N.A. under the Indenture and the Escrow Agreement dated as of November 1, 1971 between International Paper Company and said bank shall not be deemed owned by International Paper
_____________
dt 1426920
;
| |
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| 2004 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (56K)
Doc #250162: Click preview link for longer preview.
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 29th day of January, 2004, is by and between LIZ CLAIBORNE, INC., a
Delaware corporation (the "Company"), and FRANK S. SOWINSKI (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control of the Company and the uncertainty and
questions which it may raise may result in the departure or distraction of the
Executive to the detriment of the Company and its stockholders;
WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of the Executive
to his/her assigned duties in the face of the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by the
possibility, threat or occurrence of a change in control of the Company;
WHEREAS, should the Company be faced with a possible change in control
situation, in addition to the Executive's regular duties, he/she may be called
upon to assist in the assessment of proposals, advise management and the Board
as to whether such proposals would be in the best interests of the Company and
its stockholders, and to take such other actions as the Board might determine to
be appropriate.
NOW, THEREFORE, to assure the Company that it will have the continued
undivided attention and services of the Executive and the availability of
his/her advice and counsel notwithstanding the possibility, threat or occurrence
of a bid to take over control of the Company, and to induce the Executive to
remain in the employ of the Company in such a circumstance, for the benefit of
the Company and its
{PAGE}
shareholders, and for other good and valuable consideration, the Company and the
Executive agree as follows:
1. Term of Agreement.
-----------------
(a) Except as otherwise provided in Section 1(b) below, (i) this Agreement
shall be effective as of the date hereof and shall continue in effect through
December 31, 2006 and (ii) commencing on January 1, 2007 and each January 1
thereafter, this Agreement shall be automatically extended for one additional
year unless, not later than June 30th of the preceding year, either party to
this Agreement gives notice to the other that this Agreement shall not be
extended under this Section 1(a); provided, however, that no such notice by the
Company shall be effective, and this Agreement shall be extended for an
additional year, if a Change in Control or Potential Change in Control (both as
defined in Section 2 below) shall have occurred or occurs at any time prior to
the date of such notice or within the 12-month period beginning on the date of
such notice.
(b) If a Change in Control shall have occurred at any time during the
period in which this Agreement is effective, then notwithstanding any provision
hereof to the contrary, this Agreement shall be effective and continue in effect
for (i) the remainder of the month in which the Change in Control occurred and
(ii) a term of thirty-six (36) months beyond the month in which such Change in
Control occurred; provided that if any obligations of the Company hereunder
shall not have been fully and finally discharged at the end of such thirty six
(36) month period, this Agreement shall remain in effect until such obligations
shall have been finally discharged in full. The period commencing on the earlier
of a Potential Change in Control (if applicable) or Change in Control and ending
with the conclusion of such thirty-sixth month period shall be referred to
hereinafter as the "Protected Period."
2. Change in Control and Potential Change in Control.
-------------------------------------------------
(a) For purposes of this Agreement, a "Change in Control" shall be deemed
to have occurred:
(i) if any person as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended from time to time (the "Exchange
Act"), and as used in Sections 13(d) and 14(d) thereof, including a
"group" as defined in Section 13(d) of the Exchange Act (a "Person"),
but excluding the Company, any subsidiary of the Company and any
employee benefit plan sponsored or maintained by the Company or any
subsidiary of the Company (including any
250162
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan Bank – the
payment was first due plus five (5) points. For this purpose, the prime rate
shall be based on the rate identified by Chase Manhattan Bank as its prime rate
in New York City.
(f) The invalidity or unenforceability of any provisions of this Agreement
shall not affect the
_____________
dt 102583
;
Liz Claiborne
As referenced in this Executive Termination Benefits Agreement:
LIZ CLAIBORNE, INC – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}2
{FILENAME}ex10e-cocagreement.txt
{DESCRIPTION}EX. 10(E)-CHANGE OF CONTROL AGREEMENT
{TEXT}
Exhibit 10(e)
LIZ CLAIBORNE, INC .
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 29th day of January, 2004, is by
_____________
LIZ CLAIBORNE, INC – TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 29th day of January, 2004, is by and between LIZ CLAIBORNE, INC ., a
Delaware corporation (the "Company"), and FRANK S. SOWINSKI (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that
_____________
Liz Claiborne, Inc – Potential Change in
Control no longer exists.
(c) For purposes of Sections 3 through 9 of this Agreement, the term
"Company" shall include Liz Claiborne, Inc . and any successor thereto, whether
by merger, reorganization, consolidation, and acquisition of substantially all
of its assets or any other means.
4
{
_____________
Liz Claiborne, Inc – as aforesaid will be deemed effectively given upon the fifth (5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc .
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc.
One Claiborne Avenue
North Bergen,
_____________
Liz Claiborne, Inc – date thereof.
If to the Company:
Liz Claiborne, Inc.
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc .
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to the Executive:
At the address set forth opposite Executive's
_____________
dt 220943
;
| Frank S. Sowinski
|
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| 2002 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (45K)
Doc #1332031: Click preview link for longer preview.
TRAVELOCITY HOLDINGS, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement ("Agreement") dated as of
August 2, 2000("Effective Date"), is among Travelocity Holdings, Inc., a
Delaware corporation (the "Company") and CHRIS McANDREWS (the "Executive").
WHEREAS, the Board of Directors recognizes that the possibility of a Change
in Control affecting the Company, and the uncertainty which it may raise among
management personnel, may result in the . . .
1332031
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan Bank – prime rate in effect as of the date the
payment was first due plus two points. For this purpose, the prime rate will be
based on the rate identified by Chase Manhattan Bank at its prime rate.
6. LIMITATION ON PAYMENTS. In the event that the payments and other
benefits provided for in this Agreement or otherwise payable to the Executive
(i) constitute "
_____________
dt 1426706
;
|
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air Lines, – is reasonably expected to obtain, at least
$100 million in annual gross revenues from such services, including,
without limitation, Expedia, Inc. Priceline.com, and the Orbitz joint
website announced by United Air Lines, Delta Airlines, Continental
Airlines, and Northwest Airlines. For purposes of this Section 7, the
phrase, "engaging, directly or indirectly" shall mean engaging directly or
having an interest, directly or
_____________
dt 1327599
;
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air Lines, – is reasonably expected to obtain, at least
$100 million in annual gross revenues from such services, including,
without limitation, Expedia, Inc. Priceline.com, and the Orbitz joint
website announced by United Air Lines, Delta Airlines, Continental
Airlines, and Northwest Airlines. For purposes of this Section 7, the
phrase, "engaging, directly or indirectly" shall mean engaging directly or
having an interest, directly or
_____________
dt 1327599
|
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| 2001 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (50K)
Doc #1332071: Click preview link for longer preview.
TRAVELOCITY HOLDINGS, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement ("Agreement") dated as of
August 2, 2000 ("Effective Date"), is among Travelocity Holdings, Inc., a
Delaware corporation (the "Company") and TERRELL B. JONES (the "Executive").
WHEREAS, the Board of Directors recognizes that the possibility of a
Change in Control and/or Change in Equity Structure affecting the Company, and
the uncertainty which it may raise among management . . .
1332071
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan
Bank – prime rate in effect as
of the date the payment was first due plus two points. For this purpose,
the prime rate will be based on the rate identified by Chase Manhattan
Bank at its prime rate.
6. Limitation on Payment. In the event that the payments and other
benefits provided for in this Agreement or otherwise payable to the Executive
(i) constitute "
_____________
dt 1426707
;
|
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air
Lines, – is reasonably
expected to obtain, at least $100 million in annual gross revenues
from such services, including, without limitation, Expedia, Inc.
Priceline.com, and the Orbitz joint website announced by United Air
Lines, Delta Airlines, Continental Airlines, and Northwest Airlines.
For purposes of this Section 7, the phrase "engaging, directly or
indirectly" shall mean engaging directly or having an interest,
directly or
_____________
dt 1327600
;
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air
Lines, – is reasonably
expected to obtain, at least $100 million in annual gross revenues
from such services, including, without limitation, Expedia, Inc.
Priceline.com, and the Orbitz joint website announced by United Air
Lines, Delta Airlines, Continental Airlines, and Northwest Airlines.
For purposes of this Section 7, the phrase "engaging, directly or
indirectly" shall mean engaging directly or having an interest,
directly or
_____________
dt 1327600
|
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| 2001 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (49K)
Doc #1332072: Click preview link for longer preview.
TRAVELOCITY HOLDINGS, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement ("Agreement") dated as of
August 2, 2000 ("Effective Date"), is among Travelocity Holdings, Inc., a
Delaware corporation (the "Company") and JAMES D. MARSICANO (the "Executive").
WHEREAS, the Board of Directors recognizes that the possibility of a
Change in Control and/or Change in Equity Structure affecting the Company, and
the uncertainty which it may raise among . . .
1332072
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan
Bank – prime rate in effect as
of the date the payment was first due plus two points. For this purpose,
the prime rate will be based on the rate identified by Chase Manhattan
Bank at its prime rate.
6. Limitation on Payment. In the event that the payments and other
benefits provided for in this Agreement or otherwise payable to the Executive
(i) constitute "
_____________
dt 1426708
;
|
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air
Lines, – is reasonably
expected to obtain, at least $100 million in annual gross revenues
from such services, including, without limitation, Expedia, Inc.
Priceline.com, and the Orbitz joint website announced by United Air
Lines, Delta Airlines, Continental Airlines, and Northwest Airlines.
For purposes of this Section 7, the phrase "engaging, directly or
indirectly" shall mean engaging directly or having an interest,
directly or
_____________
dt 1327601
;
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air
Lines, – is reasonably
expected to obtain, at least $100 million in annual gross revenues
from such services, including, without limitation, Expedia, Inc.
Priceline.com, and the Orbitz joint website announced by United Air
Lines, Delta Airlines, Continental Airlines, and Northwest Airlines.
For purposes of this Section 7, the phrase "engaging, directly or
indirectly" shall mean engaging directly or having an interest,
directly or
_____________
dt 1327601
|
| Preview
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| 2001 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (50K)
Doc #1332073: Click preview link for longer preview.
TRAVELOCITY HOLDINGS, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement ("Agreement") dated as of
August 2, 2000 ("Effective Date"), is among Travelocity Holdings, Inc., a
Delaware corporation (the "Company") and Ramesh K. Punwani (the "Executive").
WHEREAS, the Board of Directors recognizes that the possibility of a
Change in Control and/or Change in Equity Structure affecting the Company, and
the uncertainty which it may raise among . . .
1332073
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan
Bank – prime rate in effect as
of the date the payment was first due plus two points. For this purpose,
the prime rate will be based on the rate identified by Chase Manhattan
Bank at its prime rate.
6. Limitation on Payments. In the event that the payments and other
benefits provided for in this Agreement or otherwise payable to the Executive
(i) constitute "
_____________
dt 1426709
;
|
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air
Lines, – is reasonably
expected to obtain, at least $100 million in annual gross revenues
from such services, including, without limitation, Expedia, Inc.
Priceline.com, and the Orbitz joint website announced by United Air
Lines, Delta Airlines, Continental Airlines, and Northwest Airlines.
For purposes of this Section 7, the phrase "engaging, directly or
indirectly" shall mean engaging directly or having an interest,
directly or
_____________
dt 1327602
;
United Air Lines
As referenced in this Executive Termination Benefits Agreement:
United Air
Lines, – is reasonably
expected to obtain, at least $100 million in annual gross revenues
from such services, including, without limitation, Expedia, Inc.
Priceline.com, and the Orbitz joint website announced by United Air
Lines, Delta Airlines, Continental Airlines, and Northwest Airlines.
For purposes of this Section 7, the phrase "engaging, directly or
indirectly" shall mean engaging directly or having an interest,
directly or
_____________
dt 1327602
|
| Preview
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| 2004 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (57K)
Doc #1478171: Click preview link for longer preview.
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 29th day of January, 2004, is by and between LIZ CLAIBORNE, INC., a
Delaware corporation (the "Company"), and FRANK S. SOWINSKI (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control of the Company and the uncertainty and
questions which it may raise may result in the . . .
1478171
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan Bank – rate in effect as of the date the
payment was first due plus five (5) points. For this purpose, the prime rate
shall be based on the rate identified by Chase Manhattan Bank as its prime rate
in New York City.
(f) The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision
_____________
dt 1427131
;
|
Liz Claiborne
As referenced in this Executive Termination Benefits Agreement:
LIZ CLAIBORNE, INC – TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10e-cocagreement.txt
<DESCRIPTION>EX. 10(E)-CHANGE OF CONTROL AGREEMENT
<TEXT>
Exhibit 10(e)
LIZ CLAIBORNE, INC .
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 29th day of January, 2004, is by and between LIZ CLAIBORNE, INC., a
Delaware
_____________
LIZ CLAIBORNE, INC – Exhibit 10(e)
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 29th day of January, 2004, is by and between LIZ CLAIBORNE, INC ., a
Delaware corporation (the "Company"), and FRANK S. SOWINSKI (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control
_____________
Liz Claiborne, Inc – Control has been abandoned and that a Potential Change in
Control no longer exists.
(c) For purposes of Sections 3 through 9 of this Agreement, the term
"Company" shall include Liz Claiborne, Inc . and any successor thereto, whether
by merger, reorganization, consolidation, and acquisition of substantially all
of its assets or any other means.
4
<PAGE>
3. Covered Termination.
-------------------
(a)
_____________
Liz Claiborne, Inc – date of delivery; those delivered by
mail as aforesaid will be deemed effectively given upon the fifth (5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc .
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc.
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to
_____________
Liz Claiborne, Inc – 5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc.
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc .
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to the Executive:
At the address set forth opposite Executive's name
on the signature page hereof
11.
_____________
dt 1338798
|
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| 2003 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (57K)
Doc #1478239: Click preview link for longer preview.
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 30th day of August, 2001, is by and between LIZ CLAIBORNE, INC., a
Delaware corporation (the "Company"), and TRUDY SULLIVAN (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control of the Company and the uncertainty and
questions which it may raise may result in the . . .
1478239
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan Bank – rate in effect as of the date the
payment was first due plus five (5) points. For this purpose, the prime rate
shall be based on the rate identified by Chase Manhattan Bank as its prime rate
in New York City.
(f) The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision
_____________
dt 1427132
;
|
Liz Claiborne
As referenced in this Executive Termination Benefits Agreement:
LIZ CLAIBORNE, INC – EX-10
<SEQUENCE>8
<FILENAME>ex10w-cocsullivan.txt
<DESCRIPTION>EX. 10(W) - CHG OF CTRL AGMT - TRUDY SULLIVAN
<TEXT>
EXHIBIT 10(w)
LIZ CLAIBORNE, INC .
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 30th day of August, 2001, is by and between LIZ CLAIBORNE, INC., a
Delaware
_____________
LIZ CLAIBORNE, INC – EXHIBIT 10(w)
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 30th day of August, 2001, is by and between LIZ CLAIBORNE, INC ., a
Delaware corporation (the "Company"), and TRUDY SULLIVAN (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control of
_____________
Liz Claiborne, Inc – Control has been abandoned and that a Potential Change in
Control no longer exists.
(c) For purposes of Sections 3 through 9 of this Agreement, the term
"Company" shall include Liz Claiborne, Inc . and any successor thereto, whether
by merger, reorganization, consolidation, acquisition of substantially all of
its assets or any other means.
4
<PAGE>
3. Covered Termination.
-------------------
(a) In
_____________
Liz Claiborne, Inc – date of delivery; those delivered by
mail as aforesaid will be deemed effectively given upon the fifth (5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc .
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc.
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to
_____________
Liz Claiborne, Inc – 5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc.
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc .
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to the Executive:
At the address set forth opposite Executive's name
on the signature page hereof
11.
_____________
dt 1338800
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| 2003 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (57K)
Doc #1478241: Click preview link for longer preview.
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 15th day of January, 2001, is by and between LIZ CLAIBORNE, INC., a
Delaware corporation (the "Company"), and ANGELA AHRENDTS (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control of the Company and the uncertainty and
questions which it may raise may result in the . . .
1478241
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan Bank – rate in effect as of the date the
payment was first due plus five (5) points. For this purpose, the prime rate
shall be based on the rate identified by Chase Manhattan Bank as its prime rate
in New York City.
(f) The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision
_____________
dt 1427133
;
|
Liz Claiborne
As referenced in this Executive Termination Benefits Agreement:
LIZ CLAIBORNE, INC – EX-10
<SEQUENCE>9
<FILENAME>ex10v-cocangela.txt
<DESCRIPTION>EX. 10(V) - CHG OF CTRL AGMT - ANGELA AHRENDTS
<TEXT>
EXHIBIT 10(v)
LIZ CLAIBORNE, INC .
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 15th day of January, 2001, is by and between LIZ CLAIBORNE, INC., a
Delaware
_____________
LIZ CLAIBORNE, INC – EXHIBIT 10(v)
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 15th day of January, 2001, is by and between LIZ CLAIBORNE, INC ., a
Delaware corporation (the "Company"), and ANGELA AHRENDTS (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control of
_____________
Liz Claiborne, Inc – Control has been abandoned and that a Potential Change in
Control no longer exists.
(c) For purposes of Sections 3 through 9 of this Agreement, the term
"Company" shall include Liz Claiborne, Inc . and any successor thereto, whether
by merger, reorganization, consolidation, acquisition of substantially all of
its assets or any other means.
4
<PAGE>
3. Covered Termination.
-------------------
(a) In
_____________
Liz Claiborne, Inc – date of delivery; those delivered by
mail as aforesaid will be deemed effectively given upon the fifth (5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc .
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc.
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to
_____________
Liz Claiborne, Inc – 5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc.
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc .
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to the Executive:
At the address set forth opposite Executive's name
on the signature page hereof
11.
_____________
dt 1338801
|
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| 2001 |
Executive Termination Benefits Agreement
Executive Termination Benefits Agreement (59K)
Doc #1478298: Click preview link for longer preview.
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 1st day of January, 2001, is by and between LIZ CLAIBORNE, INC., a
Delaware corporation (the "Company"), and PAUL R. CHARRON (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control of the Company and the uncertainty and
questions which it may raise may . . .
1478298
|
Chase Manhattan
As referenced in this Executive Termination Benefits Agreement:
Chase Manhattan Bank – rate in effect as of the date the
payment was first due plus five (5) points. For this purpose, the prime rate
shall be based on the rate identified by Chase Manhattan Bank as its prime rate
in New York City.
(f) The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provision
_____________
dt 1427135
;
|
Liz Claiborne
As referenced in this Executive Termination Benefits Agreement:
LIZ CLAIBORNE, INC – 10.V.III
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXECUTIVE TERMINATION BENEFITS AGREEMENT
<TEXT>
<PAGE> 1
EXHIBIT 10(v)(iii)
LIZ CLAIBORNE, INC .
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 1st day of January, 2001, is by and between LIZ CLAIBORNE, INC., a
Delaware
_____________
LIZ CLAIBORNE, INC – 10(v)(iii)
LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as
of the 1st day of January, 2001, is by and between LIZ CLAIBORNE, INC ., a
Delaware corporation (the "Company"), and PAUL R. CHARRON (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the
possibility of a change in control
_____________
Liz Claiborne, Inc – Control has been abandoned and that a Potential Change in
Control no longer exists.
(c) For purposes of Sections 3 through 9 of this Agreement, the term
"Company" shall include Liz Claiborne, Inc . and any successor thereto, whether
by merger, reorganization, consolidation, acquisition of substantially all of
its assets or any other means.
3. Covered Termination.
(a) In the event that Executive'
_____________
Liz Claiborne, Inc – date of delivery; those delivered by
mail as aforesaid will be deemed effectively given upon the fifth (5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc .
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc.
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to
_____________
Liz Claiborne, Inc – 5th) calendar
day subsequent to the postmark date thereof.
If to the Company:
Liz Claiborne, Inc.
1441 Broadway
New York, NY 10047
Attention: Chief Executive Officer
with a copy to:
Liz Claiborne, Inc .
One Claiborne Avenue
North Bergen, NJ 07047
Attention: General Counsel
If to the Executive:
At the address set forth opposite Executive's name
on the signature page hereof
11.
_____________
dt 1338807
|
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| 2003 |
Year-End Restricted Stock Units Award
Year-End Restricted Stock Units Award (29K)
Doc #177893: Click preview link for longer preview.
THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN
2002 YEAR-END RSU AWARD
This Award Agreement sets forth the terms and conditions of the 2002 year-end award (this Award) of restricted stock units (2002 Year-End RSUs) granted to you under The Goldman Sachs 1999 Stock Incentive Plan (the Plan).
1. The Plan. This Award is made pursuant to the Plan, the terms of which are incorporated in this Award Agreement. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement, or in the attached Glossary of Terms, have the meanings as used or defined in the Plan.
2. Award. The number of 2002 Year-End RSUs subject to this Award is set forth in a statement separately delivered to you (the Award Statement). An RSU constitutes an unfunded and unsecured promise of GS Inc. to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, a share of Common Stock (the Share) (or cash equal to the Fair Market Value thereof) on a Delivery Date as provided herein. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder, of GS Inc. THIS AWARD IS CONDITIONED ON YOUR SIGNING THE RELATED SIGNATURE CARD AND RETURNING IT TO GS INC. BY THE DATE SPECIFIED ON THE SIGNATURE CARD, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 16. BY SIGNING AND RETURNING THE SIGNATURE CARD (WHICH OPENS THE CUSTODY ACCOUNT REFERRED TO IN PARAGRAPH 3(b)), YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.
3. Vesting and Delivery.
(a) Vesting. Except as provided in this Paragraph 3 and in Paragraphs 4, 6, 7, 10 and 11, on each Vesting Date you shall become vested in the number or percentage of the Shares specified next to such Vesting Date on the Award Statement (which amount may be rounded to avoid fractional Shares). While continued active Employment is not required in order to receive delivery of the Shares corresponding to your outstanding 2002 Year-End RSUs that are or become vested, all other conditions of this Award Agreement shall continue to apply to such vested 2002 Year-End RSUs and the Shares corresponding to such vested 2002 Year- End RSUs will not be delivered unless and until those conditions are satisfied. Unless the Committee determines otherwise, and except as provided in Paragraphs 3(c), 6 or 7, if your Employment terminates for any reason, your rights in respect of all of your 2002 Year-End RSUs with respect to which the Vesting Date has not occurred as of the effective date of such termination shall terminate, and no Sh |