EXHIBIT
10.29
FORM OF SENIOR
ADVISOR EMPLOYMENT AND
NON-COMPETITION AGREEMENT
This Senior Advisor
Employment and Non-Competition Agreement (this " Agreement
") dated as of
,
is entered into by
and among [ Name of Employee ] (the " Senior Advisor
") and Greenhill & Co., Inc., a Delaware corporation (the "
Company ").
WHEREAS, the Senior
Advisor is an employee of the Company and is a participant in the
Company's Equity Incentive Plan (the " Plan "), with
outstanding award(s) under the Plan;
WHEREAS, the Senior
Advisor is eligible for Retirement (as defined under the Plan) but
would prefer to continue his or her employment with the Company
pursuant to the terms provided for herein;
WHEREAS, the Company
desires to secure the continued services and employment of the
Senior Advisor pursuant to the terms provided for herein;
and
WHEREAS, the Senior
Advisor acknowledges and agrees that it is essential to the success
of the Company that the Company be protected by non-competition and
related protective restrictive agreements as set forth in this
Agreement, which the Senior Advisor acknowledges and agrees are
reasonable and which will not unnecessarily restrict the Senior
Advisor's professional opportunities should the Senior Advisor's
employment with the Company and its affiliates
terminate.
NOW, THEREFORE, in
consideration of the foregoing premises and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as
follows:
Section 1.
Definitions . Capitalized terms not otherwise defined herein
shall have the meanings assigned to each such term in the
Plan.
(a) " Base Salary
" shall mean the annual rate of salary provided for in Section 4 of
this Agreement, as adjusted from time to time.
(b) " Competitive
Enterprise " shall have the meaning set forth in Section 10 of
this Agreement.
(c) " Effective
Date " shall have the meaning set forth in Section 2 of this
Agreement.
(d) " Employment
Term " shall have the meaning set forth in Section 2 of this
Agreement.
(e) " Termination of
Employment Notice " shall mean a notice delivered pursuant to
Section 3 of this Agreement.
SECTION
2. Term of
Employment. The term of the Senior Advisor's
employment hereunder shall commence as of the date first above
written (the " Effective Date ") and shall continue until
the earliest of (a) the third anniversary of the Effective Date or
(b) the termination of the Senior Advisor's employment pursuant to
Section 3 below (such term, the " Employment Term
").
SECTION
3. Notice of Termination.
Either party
to this Agreement may terminate the Employment Term upon 90 days'
prior written notice to the other party; provided, however,
that such prior written notice shall not be required in the
event of the Senior Advisor's termination of employment by reason
of the Senior Advisor's death or Disability.
SECTION
4. Office. The Senior
Advisor may perform his or her duties hereunder at the Company's
office principally utilized by him or her immediately prior to the
date hereof or, at the Senior Advisor's discretion and at his own
expense, any other office or location determined by the Senior
Advisor.
SECTION
5. Compensation.
(a) Base
Salary . During the Employment Term,
subject to the Senior Advisor's continued employment hereunder, the
Senior Advisor shall be paid an annualized Base Salary of US
$150,000 (or foreign currency equivalent), payable in semi-monthly
installments.
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(b)
Annual Bonus . During the Employment
Term, subject to the Senior Advisor's continued employment
hereunder, the Senior Advisor may be awarded an annual bonus in an
amount determined in the sole discretion of the
Committee.
(c)
Outstanding Incentive Awards. During
the Employment Term, each outstanding Award held by the Senior
Advisor as of the Effective Date shall continue to vest in
accordance with and be governed by the terms and conditions of the
Plan and the applicable Award Agreement, subject to the
following:
(i) any Award that
remains unvested on the third anniversary of the Effective Date
shall immediately accelerate and become fully vested on such third
anniversary date;
(ii) in the event of the
Company's termination of the Senior Advisor's employment hereunder
without Cause (as defined below), any Award then held by the Senior
Advisor shall immediately accelerate and become fully vested on
such employment termination date; and
(iii) the Senior
Advisor's termination of employment hereunder as a result of
Retirement shall be treated as a voluntary quit by the Senior
Advisor subject to Section 11(d) of the Plan.
" Cause " shall
mean the Senior Advisor's (i) willful misconduct, (ii) gross
negligence or (iii) conviction for a felony that is injurious to
the financial condition or business reputation of the Company or
any of its affiliates
SECTION
6. Employee Benefit Plans.
During the Employment
Term, subject to the Senior Advisor's continued employment
hereunder, the Senior Advisor shall be eligible to participate in
all employee retirement and welfare benefit plans and programs of
the type made available to the Company's employees generally, in
accordance with their terms and as such plans and programs may be
in effect from time to time, including, without limitation,
savings, profit-sharing and other retirement plans or programs,
401(k), medical, dental, flexible spending account,
hospitalization, short-term and long-term disability and life
insurance plans.
SECTION
7. No
Severance. The Senior Advisor shall not be
entitled to any severance payments or benefits upon termination of
the Employment Term.
SECTION
8. Cooperation.
The Senior Advisor
agrees that upon termination of the Employment Term for any reason,
the Senior Advisor shall cooperate with the Company as reasonably
necessary in order to smoothly transition the Senior Advisor's
client relationships.
SECTION
9. Professional Code of
Conduct. As a condition to the Senior
Advisor's continuing employment hereunder, the Senior Advisor
agrees to comply with the Company's professional code of conduct as
in effect from time to time and further agrees to execute on an
annual basis and at such additional times as the Company may
reasonably request such code as set forth in the Company's
"Professional Conduct Manual" or other applicable manual or
handbook of the Company or any of its subsidiaries as in effect
from time to time. Notwithstanding the foregoing, the Senior
Advisor agrees to execute such code to the extent the provisions
therein are not inconsistent with the provisions of this
Agreement.
SECTION
10. Confidential
Information. The Senior Advisor will not at any
time (whether during or after the Employment Term) disclose or use
for the Senior Advisor's own benefit or purposes or the benefit or
purposes of any other person, firm, partnership, joint venture,
association, corporation or other business organization, entity or
enterprise other than the Company and any of its subsidiaries or
affiliates, any trade secrets, information, data, or other
confidential or proprietary information relating to customers,
development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, financing
methods, plans, or the business and affairs of the Company
generally, or of any subsidiary or affiliate of the Company,
provided that the foregoing shall not apply to information
which is not unique to the Company or which is generally known to
the industry or the public other than as a result of the Senior
Advisor's breach of this covenant. The Senior Advisor agrees that
upon termination of the Employment Term for any reason, the Senior
Advisor or, in the event of the Senior Advisor's death, the Senior
Advisor's heirs or estate at the request of the Company, will
return to the Company immediately all memoranda, books,
papers,
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plans, information,
letters and other data, and all copies thereof or therefrom, in any
way relating to the business of the Company and its affiliates,
except that the Senior Advisor (or the Senior Advisor's heirs or
estate) may retain personal notes, notebooks and diaries. The
Senior Advisor further
