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Exhibit
10.81
FORM OF KEY EMPLOYEE
EMPLOYMENT PROTECTION AGREEMENT
THIS AGREEMENT between MBIA
Inc., a Connecticut corporation (the “Company”), and
_____________________ (the “Participant”), dated as of
this ___th day of _____________, ________. Capitalized terms used
but not defined herein shall have the meaning set forth in the MBIA
Inc., Key Employee Employment Protection Plan.
WITNESSETH:
WHEREAS, the Company has
employed the Participant and has determined that the Participant
holds an important position with the Company;
WHEREAS, the Company believes
that, in the event it is confronted with a situation that could
result in a change in ownership or control of the Company,
continuity of management will be essential to its ability to
evaluate and respond to such a situation in the best interests of
shareholders;
WHEREAS, the Company
understands that any such situation will present significant
concerns for the Participant with respect to his financial and job
security;
WHEREAS, the Company desires
to assure itself of the Participant’s services during the
period in which it is confronting such a situation, and to provide
the Participant certain financial assurances to enable the
Participant to perform the responsibilities of his position without
undue distraction and to exercise his judgment without bias due to
his personal circumstances;
WHEREAS, as a condition to
participation in the Plan, the Participant must enter into a Key
Employee Employment Protection Agreement with the
Company;
NOW, THEREFORE, in
consideration of the benefits provided by the Company in the Plan,
including severance payments, the grant and continued vesting of
equity awards and other benefits due Participant under
Section 6 of the Plan:
1. Effective
Date . The Effective Date of this Agreement shall be the date
specified on the signature page hereof.
2.
Employment Period . Subject to Section 7 of the Plan,
the Participant agrees to remain in the employ of the Company
through the Employment Period.
3.
Duties . During the Employment Period, the Participant shall
devote his full attention during normal business hours to the
business and affairs of the Company and
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use his best efforts to perform
faithfully and efficiently the responsibilities assigned to him
hereunder, to the extent necessary to discharge such
responsibilities, except for (i) time spent in managing his
personal, financial and legal affairs and serving on corporate,
civic or charitable boards or committees, in each case only if and
to the extent not substantially interfering with the performance of
such responsibilities, and (ii) periods of vacation and sick
leave to which he is entitled. It is expressly understood and
agreed that the Participant’s continuing to serve on any
boards and committees on which he is serving or with which he is
otherwise associated immediately preceding the Effective Date shall
not be deemed to interfere with the performance of the
Participant’s services to the Company.
4.
Confidential Information, Company Property .
(a) Confidential
Information . At all times after the Effective Date, the
Participant shall hold in a fiduciary capacity for the benefit of
the Company all secret or confidential information, knowledge or
data relating to the Company or any of its affiliated companies,
and their respective businesses, (i) obtained by the
Participant during his employment by the Company or any of its
affiliated companies and (ii) not otherwise public knowledge
(other than by reason of an unauthorized act by the Participant).
After termination of the Participant’s employment with the
Company, the Participant shall not, without the prior written
consent of the Company, unless compelled pursuant to an order of a
court or other body having jurisdiction over such matter,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by
it.
(b) Non-Competition.
The Participant agrees that for two years after the Date of
Termination, Participant shall not, except with the prior written
consent of the Chief Executive Officer of the Company, directly or
indirectly, own any interest in, operate, join, control or
participate as a partner, director, principal, officer, or agent
of, enter into the employment of, act as a consultant to, or
perform any services for any of MBIA’s Triple A monoline
competitors, whether currently in existence or formed after the
date hereof, which currently include AMBAC, FSA, FGIC, CDC/CIFG,
XL, Ace Guaranty Corp., DePfa, Assured Guaranty and Radian Asset
Assurance Inc or any of their affiliates or successors or with any
other company that is established for the purposes of providing
triple-A rated financial guaranty or similar credit enhancement
products, including triple-A rated credit derivative products, that
would compete with MBIA (any of the above, an “MBIA
Competitor”). Nothing in this paragraph shall prohibit
the Participant from accepting employment in w
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