EXHIBIT
10.93
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into as of the 22nd day of
December, 2000 by and among WILLIAM Y. YUN (the
“Employee”), FIDUCIARY TRUST COMPANY INTERNATIONAL, a
bank organized under the New York State Banking Law
(“Company”), and FRANKLIN RESOURCES, INC., a Delaware
corporation (“Parent”).
WHEREAS, Company is a bank
organized’ and existing under Article III of the New York
State Banking Law (the “NYBL”); and
WHEREAS, Company and Parent entered
into an agreement whereby Parent will acquire all the shares of
Company (the “Agreement and Plan of Share
Acquisition”); and
WHEREAS, pursuant .to the Agreement
and Plan of Share Acquisition, the parties desire to enter into an
employment agreement under which the Employee shall be employed by
Company and under which Company shall compensate the Employee
following the closing date of the acquisition (the “Closing
Date”); provided, that if prior notification to or approval
of the Board of Governors of the Federal Reserve System, the New
York State Banking Department or any other governmental entity is
required in connection with the employee entering into this
Agreement, such employment and compensation will begin, and this
Agreement shall only be effective, following the date on which any
required notification periods have expired or been terminated, such
approvals have been obtained and any waiting period or periods
shall have passed.
NOW, THEREFORE, in consideration of
the foregoing recitals, the mutual promises and agreements
hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Company, Parent, and the Employee agree as
follows:
ARTICLE I.
EMPLOYMENT
1.1 Office: Responsibilities
. Subject to the terms hereof, Company shall employ the Employee,
and the Employee shall be employed by Company, as President,
effective as of the Closing Date, subject to the direction and
supervision of the Chief Executive Officer of Company
(“Company’s CEO”). The Employee shall report
directly to Company’s CEO. The Employee’s
responsibilities will include, among other things, management of
all lines of businesses involving investment management practices
of Company, and assisting in maintaining and enhancing the material
business relationships of Company. In addition, the Employee shall
be a member of Company’s Executive Committee and Management
Committee.
1.2 Full-Time Commitment .
The Employee hereby accepts such employment hereunder, and agrees
that he will devote substantially all of his working time,
attention, knowledge and skills, faithfully, diligently, and to the
best of his ability in furtherance of the business of Company and
as otherwise reasonably necessary to such employment. During the
term of his employment hereunder, the Employee will not accept
employment or compensation from or perform services of any nature
for any business enterprise other than Company and its
subsidiaries; provided , however , that nothing in
this Agreement shall be deemed to restrict the Employee from
serving on (i) the unpaid boards of charitable, not-for-profit
or community organizations or (ii) any boards with the prior
written consent of Company’s Board of Directors and
Parent’s Chief Executive Officer, in each case so long as
such activities do not interfere with the performance of his duties
hereunder.
ARTICLE II.
TERM OF EMPLOYMENT
2.1 Term . The employment of
the Employee pursuant hereto shall commence on the Closing Date (or
if later, the date of regulatory approval referred to in the third
whereas clause above) and
remain in effect for a term expiring at 12:01
A.M. New York City time five (5) years from the Closing Date
(the “Term”) unless sooner terminated pursuant to the
provisions hereof. The Employee must be employed by Company on and
prior to the Closing Date for this Agreement to become effective.
Employment after the expiration of the Term, if any, shall be on an
employment at-will basis unless otherwise negotiated by the
parties.
ARTICLE III.
COMPENSATION OF EMPLOYEE
3.1 Salary . During the Term,
Company shall pay to the Employee a base salary (“Base
Salary”) equal to five hundred twenty-five thousand dollars
($525,000) per year, payable in accordance with the regular payroll
practices of Company, but not less frequently than monthly. Such
Base Salary shall be subject to review on an annual basis by
Company’s CEO, subject to review by Company’s
Compensation Committee, which review shall not result in a decrease
in Base Salary. The Base Salary and all other compensation payments
to the Employee under this Agreement or any other agreement shall
be subject to withholding taxes and other applicable
deductions.
3.2 Bonus and Incentive
Compensation . The Employee shall be eligible for short-term
and long-term bonus (each as specified below, and collectively, the
“Bonus”) and incentive compensation plan participation,
on terms and conditions no less favorable than those available for
senior management employees of Parent. The amount and payment of
such Bonus and incentive compensation plan participation shall be
subject to the attainment of such performance objectives as
Company’s CEO shall determine, with the approval of Company
and Parent Compensation Committees. Performance objectives may
include management, Parent, Company, and individual targets, and
overall Parent performance.
(a) Minimum Bonus Through
September 30, 2002 . Notwithstanding the other provisions
of this Section 3.2, the Bonus for the period
(i) commencing January 1,2001 and ending
December 31, 2001 and (ii) commencing January 1,
2002 and ending September 30, 2002, on an annualized basis
shall not be less than three hundred fifty five thousand, one
hundred ninety seven dollars ($355,197). The Bonus for such periods
shall be payable as follows:
(i) Short-Term Bonus .
Employee shall receive an annualized short-term bonus
(“Short-Term Bonus”) of no less than one hundred ninety
thousand dollars ($190,000), which shall be payable in cash within
forty-five (45) days following the end of the applicable
period to which such Short-Term Bonus relates.
(ii) Long-Term Bonus .
Employee shall receive an annualized long-term bonus
(“Long-Term Bonus”) of no less than one hundred sixty
five thousand, one hundred ninety seven dollars ($165,197), which
shall be granted to Employee on the last day of the applicable
period, and shall be in the form of Parent restricted stock, which
shall vest in three (3) equal one-third (1/3) increments
on the first, second, and third anniversaries of the date of grant.
The Parent restricted stock granted shall be for a number of Parent
shares equal to the Long-Term Bonus divided by the eleven
(11) day average per share New York Stock Exchange closing
price of Parent stock (which shall include the date of grant, the
five trading days prior to the date of grant and the five trading
days following the date of grant).
(b) Bonus and Incentive
Compensation After September 30, 2002 . After
September 30, 2002, the Employee shall become a participant in
an incentive compensation plan established by Parent, and will be
eligible to receive awards, grants or payments thereunder, in
amounts comparable to, senior management employees of Parent. Such
incentive compensation plan (or program) will consist of, among
other components and without limitation by specification, a cash
bonus, a long-term stock incentive bonus distributed in the form of
Parent restricted stock and/or stock options. To the extent
employment is not continued beyond the Term, the bonus and
incentive compensation for the period commencing October 1,
2005 through the end of the Term shall not be less than the
pro-rated amount of the prior fiscal year’s incentive
compensation payments to the Employee pursuant to this
Section 3.2(b) but shall not extinguish any rights the
Employee has under any then-existing award or grant.
3.3 Additional Services
Compensation . (a) In consideration of additional services
to be rendered by the Employee in order to facilitate the
integration of the business of Company and Parent following the
consummation of the Agreement and Plan of Share Acquisition, during
the Term, the Employee shall be
eligible to receive additional services cash
compensation (“Additional Services Cash Compensation”)
in the aggregate amount of one million, seven hundred twenty
thousand dollars ($1,720,000) payable as follows: twenty percent
(20%) of such Additional Services Cash Compensation (equal to
$344,000) shall be payable on each of the first, second, third,
fourth and fifth anniversaries of the Closing Date. Such Additional
Services Cash Compensation shall be payable in cash as soon as
practicable after each such anniversary of the Closing Date, but in
no event later than thirty (30) days after each such
anniversary of the Closing Date.
(b) In addition, Employee shall be
eligible to receive stock options calculated using the amount of
$430,000 (“Additional Services Stock Compensation”).
The Additional Services Stock Compensation shall be distributed in
the form of stock options granted on the Closing Date, fifty
percent (50%) of which shall become exercisable if the
Employee remains employed by Company through the third anniversary
of the Closing Date and the remaining fifty percent
(50%) shall become exercisable if the Employee remains
employed by Company through the fourth anniversary of the Closing
Date. Such stock options shall be for the number of Parent shares
equal to (i) the Additional Services Stock Compensation
divided by the per share New York Stock Exchange closing price of
Parent stock on the Closing Date, (ii) multiplied by three.
Once such stock options become exercisable, they shall remain
exercisable until the earlier of: (x) the fifth anniversary of
the date of grant, (y) the first anniversary of a Disabling
Event or (z) ninety (90) days following termination of
employment with Company. The exercise price of such options shall
be the per share New York Stock Exchange closing price of Parent
stock on the Closing Date.
3.4 Benefits Other
Compensation . The Employee shall be entitled to such health,
life, disability or other insurance benefits, such qualified or
nonqualified profit sharing, pension or other deferred compensation
or supplemental retirement plan benefits, and such paid vacation
and other fringe benefits and other perquisites (collectively,
“Benefits”) as are generally applicable to other senior
management employees of Company from time to time. In addition,
retiree medical (including prescription drug and dental) insurance
benefits currently provided to retired employees of Company and its
subsidiaries shall be provided upon retirement to the Employee and
shall not be reduced from the levels provided prior to the Closing
Date. The Employee shall be entitled to participate in such plans
or programs as are generally applicable to senior management
employees of Parent from time to time (it being the intent of the
parties hereto that the Employee be treated with respect to
Benefits in a manner similar to senior management employees of
Parent) unless the Employee is participating in Benefit plans of
Company that provide substantially similar Benefits to the
Employee. If the Employee becomes subject to any Benefits of
Parent, (i) the Employee’s prior years of service with
Company shall be taken into account by Company with respect to
eligibility, benefits and vesting under any Parent employee Benefit
plan, program or arrangement and (ii) Parent shall cause any
and all pre-existing condition limitations, eligibility waiting
periods arid evidence of insurability requirements under any group
plan to be waived, or not applicable, with respect to the Employee
and his eligible dependents to the same extent waived under
Company’s Benefit plans; provided , however ,
that prior years of service provided in clause (i) shall not
be taken into account to the extent it would result in the
duplication of benefits accrued in any prior year; and
provided further , however , that if the
Employee commences participation in any Benefit plan of Parent, the
Employee shall not be entitled to participate in the corresponding
benefit plan maintained by the Company. Notwithstanding anything to
the contrary contained herein, for a period of eighteen
(18) months following the Closing Date, Parent shall, or shall
cause Company to, provide the Employee Benefits no less favorable
in the aggregate than the Benefits provided prior to the Closing
Date.
3.5 Expenses . During the
term of this Agreement, the Employee shall be entitled to receive
prompt reimbursement for all reasonable business expenses incurred
by the Employee in performing services hereunder, provided such
expenses are properly accounted for in accordance with Company
policy and practices, as in effect from time to time.
3.6 Allowance for Financial and
Tax Planning . Company shall reimburse Employee for up to
fifteen thousand dollars ($15,000) for the fiscal year ending
September 30, 2001 and five thousand dollars ($5,000) for each
subsequent fiscal year, for actual expenses incurred in retaining
an outside financial and/or tax planner, provided such expenses are
properly accounted for in accordance with Company policy and
practices, as in effect from time to time.
3.7 Additional Benefits .
Company shall provide the Employee with such luncheon club
memberships and other such memberships in accordance with Company
policy and practices as in effect on the date hereof. Employee
shall be entitled to business travel in accordance with Company
policy and practices as in effect on the date hereof.
3.8 Waiver . Employee
acknowledges that as of the effective date of this Agreement he is
waiving all rights under Company’s Change of Control
Severance Plan, as in effect on the date hereof, which as to
Employee shall be deemed null and void and shall have no further
force and effect.
ARTICLE IV.
TERMINATION
4.1 Discharge for Cause . The
Employee may be terminated by Company from his employment hereunder
for Cause. Discharge for Cause shall mean the termination of the
Employee’s employment with Company by reason of anyone or
more of the following events: (a) the conviction of the
Employee, by a court of competent jurisdiction, or entry of a plea
of guilty or nolo contendere , of any crime (whether
or not involving Company) which constitutes a felony in the
jurisdiction involved, (b) the Employee’s embezzlement
or intentional misappropriation of any property of Company or its
affiliates or any clients of any of them including any violation of
Section 6.4 or 6.5 of this Agreement, (c) the commission
by the Employee of an act that would cause the Employee, Company or
any of its affiliates to be disqualified in any manner under
Section 9 of the Investment Advisers Act of 1940, if the
Securities and Exchange Commission (the “Commission”)
were not to grant an exemptive order under Section 9(c)
thereof (irrespective of whether such order is granted), or that
would constitute grounds for the Commission to deny, revoke
or suspend registration of Company or any of its affiliates
as an investment advisor, broker/dealer or transfer agent, as
applicable, with the Commission, (d) if the Employee is an
associated person of a broker-dealer, the commission by the
Employee of any act that would constitute grounds for any order by
the Commission against the Employee pursuant to
Section 15(b)(4) or 15(b)(6) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), (e) a material
breach of this Agreement by the Employee, continued insubordination
or dereliction of duties or serious multiple infractions of
regulatory compliance requirements such as Company’s Code of
Ethics, in each case after written notice specifying in reasonable
detail the nature of the breach, insubordination or dereliction of
duties or infractions and an opportunity to cure of not less than
30 days having been given to the Employee, (f) continued
alcohol or other substance abuse or addiction that renders the
Employee incapable of satisfactorily performing his duties, after
written notice and an opportunity to cure in the first such
instance of not less than 30 days (90 days if the Employee enters
an approved rehabilitation program within such 30-day period) have
been given to the Employee or (g) the commission by the
Employee of an act that results in any bank regulatory authority
(i) making a determination to the effect that Parent may no
longer maintain its status as a financial holding company
(“FHC”) or bank holding company (“BHC”) (as
each such term is defined in the Bank Holding Company Act of 1956,
as amended, the “BHCA”) or (ii) pursuant to the
BHCA, to Section 8 of the Federal Deposit Insurance Act (12
V.S.C. § 1818), as amended, or to New York Banking Law
imposing any civil or criminal penalties on the Employee, Parent or
Company, or issuing an order for the removal or suspension of the
Employee from office or the prohibition of the Employee from
participating in the conduct of the affairs of Company;
provided, however, that there shall be no discharge for
Cause under clauses (c), (d), or (g) to the extent such act is
performed by the Employee at the direction of Company’s
CEO.
4.2 Resignation . The
Employee’s employment hereunder shall automatically terminate
upon his Resignation during the Term. “Resignation”
shall mean the termination of the Employee’s full-time
employment with Company other than by reason of a
(i) Disabling Event (as defined below), (ii) termination
by Employee for Good Reason (as defined below),
(iii) termination by Company without Cause, or
(iv) termination by Company for Cause.
4.3 Disabling Event . In the
event of a Disabling Event with respect to the Employee, Company
may terminate the Employee’s employment hereunder. Disabling
Event shall mean the Employee’s death or the Employee’s
physical or mental disability (as determined under Company’s
long-term disability plan), which renders the Employee incapable of
performing his material duties and services as an employee of
Company and which continues for more than six consecutive months or
more than six months in total during any 12-month
period.
4.4 Good Reason . The
Employee may terminate his employment hereunder for Good Reason (as
defined below) during the 60
