Sample Business Contracts

Employment Agreement - Smith Barney Shearson Inc., The Travelers Inc. and Robert F. Greenhill

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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           Amendment  dated as of March 29, 1994 (the "Amendment")
 to  the Employment Agreement dated June 23, 1993 (the "Employment
 Agreement") by and among  Smith Barney Shearson Inc.,  a Delaware
 corporation,  formerly known as Smith Barney,  Harris Upham & Co.
 Incorporated  (the  "Company"), The  Travelers  Inc., a  Delaware
 corporation  formerly known as Primerica Corporation and the sole
 common stockholder of  the Company ("The Travelers"),  and Robert
 F. Greenhill (the "Executive").

           WHEREAS,  the parties  hereto  have previously  entered
 into the Employment Agreement; and

           WHEREAS,  the  parties  hereto  desire  to  amend  such
 Employment Agreement in  light of recent changes to  the Internal
 Revenue Code of 1986, as amended.

           NOW, THEREFORE,  the parties hereto,  each intending to
 be legally bound, do hereby agree as follows:

           1.  Effective upon the  mailing of the definitive proxy
 statement (the "Proxy Statement") for the  1994 Annual Meeting of
 Stockholders  (the  "Annual  Meeting")  of  The Travelers  (which
 mailing  is  expected to  occur  on  or  about March  29,  1994),
 Paragraphs 5(a) and 5(b) of the Employment Agreement are deleted.

           2.   Immediately upon  approval by the  stockholders at
 the  Annual Meeting of  The Travelers Inc.  Executive Performance
 Compensation  Plan,  such  Paragraphs  5(a)  and  5(b)  shall  be
 replaced  with new  Paragraphs  5(a) and  5(b),  as described  in
 Article V of Annex  B to the Proxy Statement and  as set forth in
 Attachment A hereto, with an effective date of January 1, 1994.

           3.  In the event  that such stockholder approval is not
 obtained, the Company  and Executive shall enter  into good faith
 negotiations to  enter into  a mutually satisfactory  replacement
 for such Paragraphs 5(a) and 5(b).

           4.  Except as expressly modified by this Amendment, all
 terms of  the Employment Agreement  in effect on the  date hereof
 shall remain in full force and effect.

           5.   This  Amendment may  be  executed in  one or  more
 counterparts, each of which shall be deemed to be an original but
 all  of  which  together  will   constitute  one  and  the   same


           IN  WITNESS  WHEREOF,  the parties  have  executed this
 Amendment as of the date first above written.

                                    SMITH BARNEY SHEARSON INC.

                                    By: /s/ Barry L. Mannes
                                        Name:   Barry L. Mannes
                                        Title:  Executive Vice President

                                    THE TRAVELERS INC.

                                    By: /s/ James Dimon
                                        Name:   James Dimon
                                        Title:  President, Chief Financial
                                                Officer and Chief
                                                Operating Officer

                                        /s/ Robert F. Greenhill
                                             Robert F. Greenhill

                               - 2 -


                                                      ATTACHMENT A
                                                   to Amendment to
                                              Employment Agreement
                                        dated as of March 29, 1994

           (a)  Compensation.   During the Term,  the Company
      shall pay or cause  to be paid to the Executive  (x) an
      annual  base  salary  of  $995,000  plus  (y)  a  bonus
      (together, the "Compensation") for each fiscal year  of
      the Company equal to the sum of (i) 2% of the After-Tax
      Earnings  (as hereinafter defined) for such fiscal year
      from $49,750,000 up  to and  including $750,000,000  of
      such  After-Tax Earnings,  (ii) 1.5%  of the  After-Tax
      Earnings  in excess  of  $750,000,000  up  to  but  not
      exceeding  $1 billion  and  (iii) 1%  of the  After-Tax
      Earnings in excess  of $1 billion provided that  if the
      After-Tax Earnings for such fiscal year does not exceed
      $100 million, then Executive shall not be entitled to a
      bonus.   The Compensation shall be subject to increases
      from time to  time at the sole discretion  of the Board
      of  Directors of  the Company.   For  purposes  of this
      Agreement,  "After-Tax Earnings"  for  any fiscal  year
      shall mean the aggregate of (i) the consolidated after-
      tax net income  of Smith Barney Shearson  Holdings Inc.
      ("SBSH")  and  its subsidiaries,  (ii) for  so long  as
      Greenwich Street  Capital Partners Inc.  ("GSCP") shall
      be a subsidiary of  The Travelers and the  Executive is
      employed  by the Company,  the after-tax net  income of
      GSCP, and (iii) the  after-tax net income of  any other
      affiliate of The Travelers with which the Executive has
      a relationship similar  to that with GSCP  with respect
      to corporate organization, hiring of employees, setting
      of  policies  or operating  guidelines  (GSCP  and such
      other  entities   referred  to  collectively   as  "The
      Travelers  Entities"),  after  deduction  of  the  base
      salary   but   prior  to   deducting   the  portion  of
      Compensation  in  excess  of base salary and (except as
      otherwise provided in the next sentence with respect to
      the  years 1993 and 2000) in each case as  reflected on
      its  audited financial statements for such fiscal  year
      prepared   in   accordance   with   generally  accepted
      accounting  principles  ("GAAP")  consistently  applied
      and   certified  by  independent  public    accountants
      (provided  that, if any of The Travelers Entities shall
      not otherwise cause  to  be prepared  audited financial
      statements, the financial statements of any such Entity
      included in the  financial  statements of The Travelers
      filed  under the   Securities Exchange  Act of 1934, as
      amended (the "Exchange Act"), shall  be used for  these
      purposes.   The Company shall pay  or cause  to be paid
      to the  Executive the  base salary  and that portion of
      Compensation based upon the After-Tax Earnings  of SBSH
      and its  subsidiaries, and



      The  Travelers shall  pay or  cause to  be paid  to the
      Executive  that portion of  Compensation based upon the
      After-Tax  Earnings of  The Travelers  Entities.   With
      respect to  the period  from the  Commencement Date  to
      December 31,  1993 (the  "1993  Stub  Period") and  the
      period from January 1, 2000 to the last day of the Term
      (the "2000 Stub  Period"), the Compensation payable  to
      the Executive  for such periods shall be  equal to one-
      half of the Compensation determined in  accordance with
      the formula  set forth  in the  first sentence  of this
      Paragraph 5(a).  For  this purpose, After-Tax  Earnings
      in  such formula  shall be  deemed to  be equal  to the
      product of two (2) multiplied by the After-Tax Earnings
      for the fiscal  quarters ended  September 30, 1993  and
      December 31, 1993 (in the case of the 1993 Stub Period)
      and the  After-Tax  Earnings for  the  fiscal  quarters
      ended March 31, 2000 and June 30, 2000 (in the case  of
      the 2000 Stub Period), in each case as reflected in the
      interim financial  statements of the  relevant entities
      for  such fiscal  quarters prepared in  accordance with
      GAAP consistently applied.  For any partial fiscal year
      (whether preceding or following the Date of Termination
      (as defined  in Paragraph 9(f)),  the Compensation  for
      such  partial  fiscal  year   shall  be  calculated  by
      multiplying the  Compensation otherwise  calculated for
      the full fiscal  year by a  fraction, the numerator  of
      which is  the number of calendar months in such partial
      fiscal  year (including,  in the  case  of the  partial
      fiscal  year  preceding  the Date  of  Termination, the
      month in which the Date of Termination occurs)  and the
      denominator of which is 12.

           (b)  Time  of Payment.  The Compensation  shall be paid
      to the Executive as follows:

                (i)   The Company shall  pay to the  Executive the
           base salary in monthly or more frequent installments in
           accordance  with  the  payroll   practices  for  senior
           executives  of the  Company  in effect  at the  time of
           payment; and

                (ii)     Promptly  after   the  relevant   audited
           financial  statements are  completed (but  in  no event
           later than the 90th day  following the end of each year
           or  in the  case of the  1993 Stub Period  and the 2000
           Stub Period the applicable Stub Period, as the case may
           be) and following the  certification by the Nominations
           and  Compensation Committee  of The Travelers  Board of
           Directors  that the  applicable performance  goals have
           been  met as required by Section 162(m) of the Internal
           Revenue Code of 1986, as amended, the Company shall pay
           or cause to be paid to the Executive an amount equal to



           the  bonus  for  such   year  calculated  pursuant   to
           Paragraph 5(a).

           The parties agree  that, with regard to the  portion of
      the Compensation  based upon  the earnings  of SBSH and  its
      subsidiaries, the  financial statements  included in  SBSH's
      periodic  filings under the  Exchange Act shall  be used for
      determining  the Compensation  under this  Agreement.   With
      regard  to the  portion of  the Compensation based  upon the
      After-Tax  Earnings  of  The Travelers Entities,  and in the
      event that SBSH ceases to  be a reporting company during the
      Term, the financial statements of The Travelers Entities and
      SBSH  and  its  subsidiaries  included   in  The  Travelers'
      financial statements filed under  the Exchange Act  shall be
      used  for determining  the respective  portion  or  portions
      of  such  Compensation   unless  the  parties  agree  on  an
      alternate  arrangement  for  providing  periodic   financial
      statements for purposes of this Paragraph.