AMTD » Topics » Definitions Under Mr. Tomczyks Employment Agreement

This excerpt taken from the AMTD DEF 14A filed Jan 8, 2010.
Definitions Under Mr. Tomczyk’s Employment Agreement
 
“Good reason” means the occurrence of any of the following without Mr. Tomczyk’s express written consent:
 
  •  a significant reduction of Mr. Tomczyk’s duties, position, or responsibilities, relative to his duties, position, or responsibilities in effect immediately prior to such reduction;
 
  •  a material reduction in the kind or level of employee benefits to which Mr. Tomczyk is entitled immediately prior to such reduction with the result that his overall benefits package is significantly reduced, other than a one-time reduction that also is applied to substantially all other executive officers of the Company and that reduces the level of employee benefits by a percentage reduction of 10% or less;
 
  •  a reduction in Mr. Tomczyk’s base salary, target annual incentive, or annual award as in effect immediately prior to such reduction, other than a one-time reduction that also is applied to substantially all other executive officers of the Company and which one-time reduction reduces any of the base salary, target annual incentive, or annual award by a percentage reduction of 10% or less in the aggregate;
 
  •  the relocation of Mr. Tomczyk to a facility or location more than 25 miles from his current place of employment; or
 
  •  the failure of the Company to obtain the assumption of his employment agreement by a successor.
 
“Cause” means the occurrence of any of the following:
 
  •  willful and continued failure to perform the duties and responsibilities of Mr. Tomczyk’s position after there has been delivered to him a written demand for performance from the board which describes the basis for the board’s belief that he has not substantially performed his duties and provides him with 30 days to take corrective action;
 
  •  any act of personal dishonesty by Mr. Tomczyk in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in his substantial personal enrichment;

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  •  conviction of, or plea of nolo contendere to, a felony that the board reasonably believes has had or will have a material detrimental effect to the Company’s reputation or business;
 
  •  a breach of any fiduciary duty owed to the Company that has a material detrimental effect on the Company’s reputation or business;
 
  •  being found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not he admits or denies liability);
 
  •  (1) obstructing or impeding, (2) endeavoring to influence, obstruct or impede, or (3) failing to materially cooperate with, any investigation authorized by the board or any governmental or self-regulatory entity; however, failure to waive attorney-client privilege relating to communications with Mr. Tomczyk’s own attorney in connection with any such investigation will not constitute cause; or
 
  •  disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by his employment agreement or his loss of any governmental or self-regulatory license that is reasonably necessary for him to perform his responsibilities to the Company if (1) the disqualification, bar or loss continues for more than 30 days and (2) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced.
 
Executive Vice President, Product, Marketing and Client Experience — Peter J. Sidebottom
 
Effective February 17, 2009, the Company and Mr. Sidebottom entered into an agreement under which he serves as executive vice president, product, marketing and client experience of the Company. Following is a brief summary of certain terms of his employment agreement.
 
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