AMENDMENT TO EMPLOYMENT
AGREEMENT
WHEREAS LADENBURG
THALMANN FINANCIAL SERVICES INC. (formerly known as GBI Capital
Management Corp.) (“LTFS”) and LADENBURG CAPITAL
MANAGEMENT INC. (formerly known as GBI Capital Partners Inc.)
(“LCMI”) and MARK ZEITCHICK (the
“Executive”) have entered into an EMPLOYMENT AGREEMENT,
dated as of August 24, 1999 (“Original
Agreement”), a first amendment to the Agreement dated
February 8, 2001, a letter amendment dated February 8,
2001, a letter amendment dated May 7,2001, a second amendment
dated August 30, 2001 (dated August 31, 2001 in the Form
8-K/A filed on September 10, 2001 by LTFS, as hereafter
defined), a letter amendment dated October 10, 2002, an
amendment in December 2003, and an August 5, 2004
amendment (together, the “Amended Agreement”);
and
WHEREAS the
parties desire to enter into a further amendment;
NOW
THEREFORE, in consideration of the mutual promises and agreements
herein contained, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows (“this
Agreement”):
1. Term
of Employment . The term of the Executive’s employment
under this Agreement shall be through December 31, 2006 (the
“Initial Term”) and shall automatically renew for one
year terms (as so renewed, the “Term”) unless any party
provides notice in writing, at least 30 days prior to the end
of the Initial Term or any renewal thereof to the other parties of
its/his intention not to renew.
2. Duties
of Employment . The Executive hereby agrees that, effective
September 1, 2006, he will serve as Executive Vice President
of LTFS and the Chief Executive Officer and President of Ladenburg
Thalmann & Co. Inc. (“LTCI”), a wholly owned
subsidiary of LTFS.
3.
Compensation and Other Benefits .
3.1 The Executive
will receive compensation as follows: (a) Effective
September 1, 2006, the full base compensation for services to
be rendered by the Executive hereunder (including Executive’s
service as an LTFS director) that LTCI shall
pay to the
Executive shall be a base salary (gross pretax) at an annual rate
of $250,000.00, in accordance with usual payroll practices for
executives (“Base Salary”); and (b) On a monthly
basis Executive will receive a payout on all of Executive’s
retail brokerage production in accordance with standard LTCI
procedures on terms no less favorable than those currently in
effect as of the date of this Agreement, but in no event less than
50%. LTCI shall withhold or cause to be withheld from the Base
Salary and other amounts hereunder all taxes and other amounts as
are required by law to be withheld in its customary
manner.
3.2 Bonus .
Executive shall be entitled to such annual discretionary bonuses as
LTFS’ Board of Directors or its Compensation Committee, in
its discretion, deems appropriate.
3.3
Participation in Insurance and Other Plans .
Section 5(A) of the Original Agreement, as amended in the
Amended Agreement, is deleted in its entirety. The Company shall
pay for all premiums necessary to maintain medical insurance for
the Executive and his family, providing coverage no less extensive
than those in effect on the date hereof, and pay for any required
deductibles under such insurance, during the Term and for the
earlier of (i) two years thereafter or (ii) until Executive
receives similar coverage, without pre-existing condition
limitations, after the expiration of any waiting periods, from a
subsequent employer. In addition, Executive and his family shall be
entitled to participate, on terms no less beneficial than those
afforded to other executives of the Company at the applicable date,
in such other benefits as may be extended to active employees of
LTFS and/or LTCI and their families including but not limited to
pension, retirement, profit-sharing, 401(k), stock option, bonus
and incentive plans, group insurance, hospitalization, medical or
other benefits made available by the Company to its employees
and/or its executives generally. During the Term, the Executive
shall be promptly reimbursed, up to a maximum of $20,000 per year,
for all out-of-pocket expense
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