Employment Agreement [Amendment] - National Association of Securities Dealers Inc. and Frank G. Zarb
INSTRUMENT OF AMENDMENT
INSTRUMENT OF AMENDMENT dated March 30, 2000 (the "Amendment"),
between NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (the
"Association") and FRANK G. ZARB ("Zarb") to the employment agreement
effective on February 24, 1997, as amended effective March 18, 1998, and
subsequently amended in May, 1999, between the Association and Zarb (the
"Employment Agreement").
W I T N E S S E T H:
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WHEREAS, the Association and Zarb have entered into the Employment
Agreement;
WHEREAS, Paragraph 26 of the Employment Agreement provides that
the Employment Agreement may be amended by the mutual consent of the
parties which consent must be evidenced by a document executed with the
same formality as the Employment Agreement;
WHEREAS, the Association and Zarb intended Paragraph 14 of the
Employment Agreement to permit Zarb to participate in the Association's
post-retirement medical, dental, and vision benefits upon Zarb's retirement
or termination of employment for any reason regardless of Zarb's years of
service with the Association upon such retirement or termination;
WHEREAS, Paragraph 10 of the Employment Agreement provides that
the Association shall reimburse Zarb for certain expenses incurred in
connection with a transfer of Zarb's principal residence from the
Washington D.C., metropolitan area to the New York City metropolitan area;
and
WHEREAS, the Association and Zarb wish to modify the Employment
Agreement in order to more clearly express the intention to provide Zarb
with post-retirement medical, dental and vision benefits and to provide
that the Association shall reimburse Zarb for airfare expenses incurred by
Zarb and Zarb's spouse in connection with locating and establishing a
principal residence in the New York City metropolitan area.
NOW, THEREFORE, it is agreed that the Employment Agreement is
hereby amended in the following manner:
1. Paragraph 14 of the Employment Agreement is hereby
amended by designating the existing substantive provision
therein as subparagraph (a), and by adding new
subparagraph (b) to read as follows:
"(b) Upon Zarb's retirement or termination
of employment with the Association for any reason
and regardless of Zarb's years of service with the
Association upon such retirement or termination,
provided Zarb pays the full cost of coverage for
himself and any eligible dependents and provided
that Zarb was participating in one of the
Association's medical plans at such time, Zarb
shall be entitled to receive the following: (i)
medical coverage under the CIGNA Super 65 Plan (or
a successor plan); (ii) if Zarb participates in a
dental plan at retirement or termination,
continuation of coverage under such dental plan
for a period of 18 months; and (iii) if Zarb
participates in a vision plan at retirement or
termination, continuation of coverage under such
vision plan for a period of 18 months."
2. The first sentence of Paragraph 10(b) of the Employment
Agreement is hereby amended to read in its entirety as
follows:
"(b) If Zarb transfers his principal
residence from the Washington, D.C., metropolitan
area to the New York City metropolitan area in
connection with his employment under this
Employment Agreement, the Association shall
reimburse Zarb for: (i) moving expenses (within
the meaning of Section 217(b) of the Internal
Revenue Code) incurred in connection with such
establishment of his principal residence in the
New York City metropolitan area; (ii) airfare
expenses incurred by Zarb and Zarb's spouse in
connection with locating and establishing his
principal residence in the New York City
metropolitan area; (iii) to ensure his personal
safety, the cost of installing a home security
system in such residence (if recommended by an
independent security study and provided that such
reimbursement shall not exceed $10,000); and (iv)
the cost of an appropriate efficiency apartment in
the Washington D.C., metropolitan area during the
remaining Term."
3. All of the terms and conditions of the Employment
Agreement as amended by this Instrument of Amendment
shall remain in full force and effect throughout the Term
thereof.
IN WITNESS WHEREOF, the corporate party hereto has caused this
Instrument of Amendment to be duly executed and delivered on the date
indicated below, and the individual party hereto has executed and delivered
this Instrument of Amendment on the date indicated below, effective for all
purposes on March 30, 2000.
NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC.
By
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Chairman of the Management
Compensation Committee
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Date
(Corporate Seal)
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Date Frank G. Zarb