Employment Agreement [Amendment] - National Association of Securities Dealers Inc. and Frank G. Zarb
INSTRUMENT OF AMENDMENT
INSTRUMENT OF AMENDMENT, effective as of July 27, 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,
subsequently amended as of August, 1999, and subsequently amended on March
30, 2000, 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 wish to modify the Employment
Agreement to provide Zarb with certain further post-retirement benefits in
exchange for his agreement to provide certain post-retirement consulting
services; and
WHEREAS, the Association and Zarb wish to modify the Employment
Agreement in order to compensate Zarb for any New York state and local
taxes he may incur in connection with the performance of the services
described hereunder in New York City and New York State with respect to his
employment with the Association for the years 1999 and 2000.
NOW, THEREFORE, it is agreed that the Employment Agreement is
hereby amended in the following manner:
1. Subparagraph (b) of Paragraph 5 of the Employment Agreement
is amended to read, in its entirety, as follows:
"(b) Upon completion of the Term and for a period
of three years thereafter, the Association shall
indemnify and hold Zarb harmless to the fullest extent
permitted by applicable law with regard to any action or
inaction of Zarb as an officer, director or employee of
the Association or as a fiduciary of any benefit plan of
the Association; and further upon completion of the Term
and for a period of three years thereafter, Zarb shall be
entitled to receive at the Association's expense: (i) the
full-time and exclusive use of an automobile of his
choice and driver, (ii) appropriate office and
secretarial services, (iii) payment or reimbursement of
dues, initiation and other fees and charges for various
clubs in the New York City and/or Washington, D.C.,
metropolitan areas upon presentation of appropriate
receipts or other documentation (in the case of this
clause (iii), not exceeding $20,000 for any year), (iv)
upon presentation of appropriate receipts or vouchers in
a manner consistent with the expense substantiation
policy of the Association generally applicable to its
executive officers and in accordance with the provisions
of such policy regarding the timing and amount of expense
reimbursements, payment or reimbursement of reasonable
business-related expenses incurred, including, but not
limited to, expenses for such items as entertainment,
travel, hotels, and meals, as well as for the travel,
hotel, and meals of Zarb's wife on those occasions when
the proper representation of the Association makes it
advisable for her to accompany him, provided that in the
case of travel, hotel, and meals for Zarb's wife, the
reimbursements provided under this clause (iv) shall
include such amounts as may be necessary for Zarb to pay
any taxes imposed with respect to such reimbursements
(which amounts shall be paid to Zarb by January 31 of the
year following the year in which the expenses were
incurred), and (v) to ensure the personal safety of Zarb
and his wife, at such times and as reasonably required by
the circumstances, the cost of a personal bodyguard for
Zarb and his wife and/or surveillance of his personal
residence and/or other reasonable method of security; and
provided further that Zarb's receipt of the benefits
described in this subparagraph (b) shall be contingent
upon Zarb's agreement to make himself available to
provide the consulting services set forth in subparagraph
(c) below."
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 the
establishment of his principal residence in the New York
City metropolitan area and the establishment of any
interim residence in the New York City metropolitan area
prior to the establishment of his principal residence;
(ii) airfare expenses incurred by Zarb and Zarb's wife in
connection with locating and establishing such residences
in the New York City metropolitan area; (iii) to ensure
his personal safety, the cost of installing a home
security system in each 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. Paragraph 11 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) If any remuneration paid to Zarb by the
Association hereunder, or otherwise, is subject to New
York state and/or local income taxes for the 1999 and/or
2000 calendar year, whether such amount is reported in
Zarb's income tax return for the applicable year or
whether such New York tax liability is assessed at a
later date by the New York state and/or local taxing
authorities, the Association shall pay Zarb an additional
amount with respect to each such year such that the net
amount retained by Zarb in each year, after deduction of
any such New York taxes and any United States Federal,
state or local income tax or payroll tax on such
additional amount, is equal to the gross amount of New
York state and local tax imposed upon such remuneration
for the applicable year, less: (i) any federal tax
savings attributable to the payment of such New York
state and local tax for the applicable year, and (ii) any
tax credits received by Zarb from the state of his
residency as a result of the payment of such New York
state and local tax for the applicable year. In providing
for the additional amount as set forth in this
subparagraph (b), it is the intent of the parties that
Zarb be fully reimbursed for any such New York state and
local tax liability he may incur in connection with his
performance of services to the Association in 1999 and
2000, as provided hereunder."
4. 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 and, to
the extent applicable, for three years thereafter.
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 as of July 27, 2000.
NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC.
_____________________ By_____________________________
Date Chairman of the Management
Compensation Committee
(Corporate Seal)
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Date Frank G. Zarb