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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: TRAVELERS ADVANTAGE SERVICES, INC. | AFFINION GROUP, INC. You are currently viewing:
This Employment Agreement involves

TRAVELERS ADVANTAGE SERVICES, INC. | AFFINION GROUP, INC.

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Title: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 5/8/2006
Law Firm: O?Melveny & Myers LLP    

EMPLOYMENT AGREEMENT, Parties: travelers advantage services  inc. , affinion group  inc.
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Exhibit 10.19

 

 

 

 

 

 

EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of October 17, 2005, between AFFINION GROUP, INC.
(f/k/a Affinity Acquisition, Inc.), a Delaware corporation,
(the “ Company ”) and NATHANIEL J. LIPMAN (“ Executive ”).

WHEREAS , pursuant to Purchase Agreement (the “ Purchase Agreement ”) made and entered into as of the 26th day of July, 2005, by and among the Company, Affinion Group Holdings, Inc. (f/k/a Affinity Acquisition Holdings, Inc.) (“ Parent ”), and Cendant Corporation, the Company will acquire (the “ Transaction ”) all of the equity interests in Cendant Marketing Group, LLC (formerly Cendant Membership Services Holdings LLC) and Cendant International Holdings Limited (together, the “ Subsidiaries ”);

WHEREAS , concurrently with the execution of the Purchase Agreement, as a condition and inducement to Parent’s willingness to enter into the Purchase Agreement, the Company and Executive are entering into this Agreement;

WHEREAS, in connection with the Transaction, the Company desires to employ Executive and Executive desires to be employed by the Company;

WHEREAS , Cendant Membership Services Holdings, LLC and Executive are parties to that certain employment agreement dated as of January 1, 2005, as such employment agreement has been amended or supplemented through the Effective Date (as defined in Section 1) (the “ Prior Agreement ”); and

WHEREAS , Executive, as a condition of his employment, will make a substantial investment in Parent concurrently with the closing of the Transaction by purchasing 205,000 shares of common stock of Parent, par value $0.01, at a price of $10 per share;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Employment Period .

The initial term of Executive’s employment hereunder shall be for a period of five (5) years (the “ Initial Term ”) commencing on the closing of the Transaction (the “ Effective Date ”) and ending on the fifth anniversary of the Effective Date, unless terminated earlier pursuant to Section 3 (the “ Employment Period ”); provided, however, that the Employment Period shall automatically be renewed for successive one (1) year terms upon the Expiration of the Initial Term unless either party gives at least ninety (90) days’ written notice of its intention not to renew the Employment Period. Upon Executive’s termination of employment with the Company for any reason, he shall immediately resign all positions with the Company or any of its subsidiaries or affiliates, including any position as a member of the Parent’s Board of Directors and a member of the Company’s Board of Directors (the “ Board ”).


Section 2. Terms of Employment .

(a) Position . During the term of Executive’s employment, Executive shall serve as President and Chief Executive Officer of the Company and shall be responsible for the management and affairs of the Company as directed by the Board. In addition to serving as President and Chief Executive Officer, prior to an initial public offering of the Parent’s common stock, the Company shall use its reasonable best efforts to cause Executive to be appointed a member of the Parent’s Board of Directors and the Board. Following an initial public offering of the Parent’s common stock, the Company shall use its reasonable best efforts to cause the Parent to nominate and recommend Executive to the Parent’s shareholders for election as a member of the Parent’s Board of Directors, and continue to use its reasonable best efforts to cause Executive to be appointed or elected a member of the Board. In performing his duties hereunder, Executive shall report directly to the Board.

(b) Duties . During the term of Executive’s employment, Executive agrees to devote all of his business time to the business and affairs of the Company and to use Executive’s reasonable best efforts to perform faithfully, effectively and efficiently his responsibilities and obligations hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) serving on civic or charitable boards or committees and (ii) managing personal investments, so long as such activities do not materially interfere with the performance of Executive’s responsibilities hereunder.

(c) Compensation .

(i) Base Salary . During the term of Executive’s employment, Executive shall receive an initial annual base salary in an amount equal to $450,000.00, less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company (as in effect from time to time, the “ Annual Base Salary ”). The Annual Base Salary shall be subject to annual review and increases, and the Annual Base Salary shall not be reduced without Executive’s consent, unless the reduction is related to a broader compensation reduction that is not limited to Executive and does not exceed 10% of his Annual Base Salary.

(ii) Bonuses . For fiscal year 2005, Executive shall be eligible to receive a bonus pursuant to the bonus plan as in existence prior to the Effective Date in an amount to be determined by the Board in good faith. Thereafter, during the Employment Period, the Company shall establish a bonus plan for each fiscal year (the “ Plan ”) pursuant to which Executive will be eligible to receive an annual bonus (the “ Bonus ”). The Board or the Compensation Committee of the Board will administer the Plan and establish performance objectives for each year. In the event that the Company achieves target based on actual performance, Executive shall be entitled to receive a Bonus in an amount equal to 125% of Executive’s Annual Base Salary (“ Target Bonus ”). Subject to Section 4, Executive will be entitled to receive the Bonus only upon the Company’s achievement of the specified performance objectives and if Executive is employed on the last day of the applicable fiscal year. The Bonus shall become payable on or before March 15 following the end of the applicable fiscal year provided that the Board or Compensation Committee finally determines (x) that the Company has achieved the applicable performance objectives and (y) the amount of the bonus that shall be paid to each executive entitled to receive a bonus for the applicable fiscal year. If

 

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the Board or Compensation Committee has not made such final determination by March 15, the Bonus (if any) shall instead be paid as soon as practicable thereafter.

(iii) Benefits . During the term of Executive’s employment hereunder, he shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other senior executives of the Company and shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other senior executives of the Company. The benefits provided to Executive shall be, in the aggregate, comparable to those benefits that Executive was receiving at Cendant Membership Services Holdings, LLC immediately prior to the Effective Date. Notwithstanding anything in this Section 2(c)(iii) to the contrary, all benefit obligations are subject to guidance issued by the U.S. Department of Treasury under Section 409A of the Code. To the extent required, the Company may modify the benefits provided under this Section 2(c)(iii) to comply with such guidance.

(iv) Expenses . During the term of Executive’s employment, Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive in performance of his duties hereunder provided that Executive provides all necessary documentation in accordance with Company policy.

(v) Stock Options . Concurrent with the closing of the Transaction, Parent shall grant Executive a stock option (the “ Option Grant ”) to purchase Parent’s common stock, par value $ 0.01, at an exercise price of $10 per share. The Option Grant will be pursuant to the terms and conditions set forth in the Parent’s 2005 Stock Incentive Plan (the “ Stock Incentive Plan ”) and will be subject to the terms of the Stock Incentive Plan and Executive’s option agreement associated with the Option Grant (the “ Option Agreement ”). The Option Grant will be for options to purchase 578,000 shares of the Parent’s common stock and will be exercisable for a maximum of ten years subject to the vesting, termination and other terms set forth in the Option Agreement.

(vi) Restricted Stock . Concurrent with the closing of the Transaction, Parent shall grant Executive a grant (the “ Restricted Stock Grant ”) of restricted shares of Parent’s common stock, par value $ 0.01 (“ Restricted Shares ”). The Restricted Stock Grant will be pursuant to the terms and conditions set forth in the Parent’s 2005 Stock Incentive Plan (the “ Stock Incentive Plan ”) and will be subject to the terms of the Stock Incentive Plan and the restricted stock agreement evidencing such grant (the “ Restricted Stock Agreement ”). The Restricted Stock Grant will be comprised of 50,000 Restricted Shares and shall be subject to the vesting, termination and other terms set forth in the Restricted Stock Agreement.

(vii) Investment . Concurrent with the closing of the Transaction, Executive shall purchase 205,000 shares of the Parent’s common stock, par value $0.01, at a price of $10 per share.

Section 3. Termination of Employment .

(a) Death or Disability . Executive’s employment shall terminate automatically upon Executive’s death. If Executive becomes subject to a Disability during the

 

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Term of Employment (pursuant to the definition of Disability set forth below), the Company may give Executive written notice in accordance with Sections 3(e) and 10(h) of its intention to terminate Executive’s employment. For purposes of this Agreement, “ Disability ” means (i) Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical of mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company.

(b) Cause . Executive’s employment may be terminated at any time by the Company for Cause. For purposes of this Agreement, “ Cause ” shall mean Executive’s (i) conviction of a felony or a crime of moral turpitude; (ii) conduct that constitutes fraud or embezzlement; (iii) willful misconduct or willful gross neglect; (iv) continued willful failure to substantially perform his duties as President and Chief Executive Officer; or (v) a material breach by Executive of this Agreement; provided that in the event of a termination pursuant to clause (iv) or (v), to the extent such failure to perform duties or material breach is subject to cure, the Company shall have notified Executive in writing describing such failure to perform duties or material breach and Executive shall have failed to cure such failure to perform or breach within 30 days after his receipt of such written notice.

(c) Termination Without Cause . The Company may terminate Executive’s employment hereunder without Cause at any time.

(d) Good Reason . Executive’s employment may be terminated at any time by Executive for Good Reason or without Good Reason upon 90 days’ prior written notice, provided, in the case of a termination for Good Reason, that Executive provides such notice within 60 days after the occurrence of the event giving rise to the termination for Good Reason. For purposes of this Agreement, “ Good Reason ” means voluntary resignation after any of the following actions taken by the Company or any of its subsidiaries without Executive’s consent: (i) prior to an initial public offering of the Parent’s common stock, removal from, or failure to be elected or re-elected to, the Parent’s Board of Directors, or prior to an initial public offering of the Company’s common stock, removal from, or failure to be elected or re-elected to, the Board; (ii) following an initial public offering of the Parent’s common stock, failure of Executive to be nominated and recommended by Parent for election to the Parent’s Board of Directors, or following an initial public offering of the Company’s common stock, failure of Executive to be nominated and recommended by the Company for election to the Board; (iii) any material failure of the Company to fulfill its obligations under this Agreement, (iv) a material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Company, (v) a reduction in Executive’s Annual Base Salary and Target Bonus (not including any diminution related to a broader compensation reduction that is not limited to Executive specifically and that is not more than 10% in the aggregate) or (vi) the relocation of Executive’s primary office to a location more than 35 miles from the prior location; provided that in the event of a termination pursuant to clause (iii) or (iv), to the extent such failure, change or reduction is subject to cure, the Company shall have failed to cure such failure, change or reduction within 30 days after its receipt of Executive’s written notice.

 

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(e) Notice of Termination . Any termination by the Company for Cause or without Cause, or by Executive for Good Reason or without Good Reason, shall be communic


 
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