Sample Business Contracts

Employment Agreement - Travelers Corp. and Edward H. Budd

Employment Forms

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                                             December 21, 1993

Mr. Edward H. Budd
The Travelers Companies
One Tower Square
Hartford, CT  06183

Dear Ed:

          This letter sets forth our agreement with respect to
your  continued  involvement  with The  Travelers  Corporation
("The Travelers") following  the merger of The  Travelers with
Primerica Corporation  pursuant to  an Agreement  and Plan  of
Merger dated as of September 23, 1993 (the "Merger").  

          Following  the Merger, you will serve as Chairman of
The Travelers Insurance  Group Inc. at a salary  equal to your
current salary at a rate of $800,000 per annum.  You will con-
tinue to be eligible for  a discretionary annual bonus and for
welfare,  fringe and other employee benefits on the same terms
and conditions  as other  senior executives  of the  surviving
company in the Merger (the  "Company").  Following the Merger,
you will also serve as a member of the Board of Directors (the
"Board") of  the Company,  and  as Chairman  of the  Executive
Committee of the Board.  

          You  have  previously   received  awards  of   stock
options, restricted  stock and performance  stock pursuant  to
the  Company's 1988 Stock Incentive Plan and 1982 Stock Option
Plan.  Those awards will continue outstanding, under the terms
and conditions  in effect on  the date of this  letter, except
that  upon  the  consummation of  the  Merger,  your currently
outstanding  vested  and   unvested  options  (the   "Rollover
Options") will be assumed by the Company pursuant to the terms
and  conditions   set  forth  in   the  Primerica   Prospectus
Supplement,  dated December  15,  1993,  as  modified  by  the
provisions of this  letter. The approval of the  Merger by the
Company's  shareholders  will  be  treated  as  a  "Change  in
Control" for purposes of your restricted stock and performance
stock awards.  As a result, all of your shares of "time lapse"
restricted stock and 50% of  your shares of "performance"  re-
stricted stock will  vest at the time of  such shareholder ap-


          Immediately following the  Merger, but  in no  event
later than January 10, 1994, you will be granted options under
the   Primerica  Corporation  Stock   Option  Plan  (the  "New
Options") to  purchase 50,000 shares  of common  stock of  the
Company  ("Common Stock") at an exercise price per share equal
to the fair market value thereof on  the date of grant (as de-
termined  pursuant to the  rules established by  the Committee
administering  such Plan), pursuant  to the customary  form of
agreement under  such Plan.   The New Options will  become ex-
ercisable in five equal installments on the anniversary of the
date of grant (or earlier in accordance with the terms of such
Plan),  and will remain  exercisable through January  15, 1999
(subject  to  extension  as described  below).    In addition,
following  the Merger, you will be granted under the Primerica
Corporation  Capital  Accumulation  Plan   (the  "CAP  Plan"),
pursuant  to the  customary form  of agreement  under the  CAP
Plan,  an aggregate of  40,000 shares  of Common  Stock, which
shares shall become fully vested  and no longer subject to re-
striction  or risk  of forfeiture  upon December 31,  1995 (or
earlier in accordance with the  terms of the CAP Plan) regard-
less  of whether your  employment with the  Company terminates
prior to such date, unless your employment with the Company is
involuntarily terminated by  the Company for "cause"  (as cur-
rently  defined in The Travelers Severance Plan for Officers).

          If  your  employment   terminates  for  any   reason
(including without  limitation retirement,  death, disability,
voluntary termination,  or involuntary termination),  you will
be entitled to benefits under The Travelers Severance Plan for
Officers, as in effect at the  time of such termination, as if
you had been terminated without cause.

          In addition, you will be entitled to receive pension
benefits  under  The   Travelers  qualified  and  nonqualified
retirement plans for service since  1955 as an employee of The
Travelers.  You will also  receive all benefits and amounts to
which you are entitled as a result of your service as a direc-
tor of The  Travelers, and,  additionally, as  a director  and
chief executive officer  of The Travelers with  service credit
to age  65.  The actual amount you  receive will depend on the
date of your termination and the benefit form you select.  You
may  elect to  commence receiving  such  pension benefits  im-
mediately upon termination  of your employment for  any reason
(such amounts to be determined in accordance with the plans as
if you retired  on such date with the  service credit provided
for  herein).  To the extent that  the additional years of age
and  service credit  and the  election  to commence  receiving
benefits referred to above are  not permitted to be taken into
account  for purposes of  any qualified retirement  plans, the
Company shall pay  the additional amounts that would have been
payable  to you  (or your  beneficiary)  under such  qualified
retirement plan if such additional years and such election had
been  permitted, at  the times  and  in the  manner that  such
amounts would otherwise  have been paid under such  plan.  The
payments  required by  the  preceding  sentence  may  be  made
through a nonqualified retirement plan.  


          All New Options  and Rollover Options will  continue
to vest in accordance with the vesting schedule and applicable
plan  provisions in effect  immediately before the termination
of your employment and will remain exercisable through January
15,  1999 (in the  case of New Options)  and December 31, 1998
(or, if  sooner, until the  final expiration date of  any such
Rollover  Option) (in the case of Rollover Options); provided,
however, that if on January 15, 1999, you reasonably determine
that the  exercise of any  New Option  and/or the sale  of any
Common  Stock issuable upon exercise thereof could subject you
to liability under  the federal securities laws,  such January
15, 1999 date  will be  automatically extended  until 30  days
following the date on which you reasonably determine that such
risk  has terminated.   If  necessary under  the terms  of the
applicable   plan  in   order  to   permit   the  vesting   or
exercisability  of  New  Options or  Rollover  Options  in ac-
cordance  with  the  preceding  sentence,  the   Company  will
continue to  maintain your  status  as an  employee (but  such
status shall not preclude  your receipt of benefits under  The
Travelers Severance Plan for Officers and pension benefits, as
set forth above). 

          Finally, the provisions of Section XI of The Travel-
ers Severance Plan for Officers (entitled  "Certain Additional
Payments  By the  Company") as  in effect  on the  date hereof
shall apply with respect to all payments, benefits, awards and
distributions  by The  Travelers, the  Company, The  Travelers
Insurance  Group  Inc., Primerica  Corporation  and/or any  of
their  respective affiliates  to  you  or  for  your  benefit,
whether pursuant to this letter or otherwise.

          Please  indicate your  acceptance of  the terms  and
conditions set forth  in this letter  by signing the  enclosed
copy of this letter in  the space provided below and returning
it to me.


                                  Very truly yours, 

                                  Primerica Corporation

                                  By: /s/ Charles  O. Prince,III

                                      Name:  Charles O. Prince, III
                                      Title: Senior Vice President
                                             and General Counsel


/s/ Edward H. Budd
 Edward H. Budd