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 Board, 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 entity which
has operations that compete in any material respect with the
Company in any jurisdiction in which the Company or any of its
subsidiaries is engaged, or in which any of the foregoing has
documented plans to become engaged of which Participant has
knowledge at the time of Participant’s termination of
employment (the “ Business ”). Notwithstanding
anything herein to the contrary, the foregoing shall not prevent
Participant from acquirin
