EXHIBIT 10.1(a)
[Alex. Brown letterhead]
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (the "Amendment") is made as of the 29th day
of July 1993, by and between Alex. Brown Partners, a Maryland Limited
Partnership (the "Landlord"), and Alex. Brown & Sons Incorporated, a Maryland
corporation ("Tenant").
A. Landlord and Tenant have entered into that certain Lease dated January
1, 1984 (the "Lease") when Landlord demised to Tenant and Tenant accepted from
Landlord the premises known as 119-121 E. Baltimore St., 123 East Baltimore
St. and 125-131 East Baltimore St., Baltimore, MD (the "Premises").
B. Landlord and Tenant desire to amend the Lease on the terms and
conditions contained herein.
NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:
1. The term of the Lease is hereby extended until March 31, 1997.
2. Landlord and Tenant agree that commencing January 1, 1994 the Net Rent
payable shall be Two Hundred Sixty-Two Thousand Five Hundred and 00/100
Dollars ($262,500.00) per year for the term of the Lease.
3.Except as modified by this amendment, the Lease shall be and continue in
full force and effect in accordance with the terms thereof and is hereby
adopted, ratified and confirmed.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
the date and year first above written.
LANDLORD:
ALEX. BROWN PARTNERS, a Maryland
Limited Partnership
By: s/ D Hebb, Jr.
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Its: Managing Partner
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TENANT:
ALEX. BROWN & SONS INCORPORATED, a
Maryland corporation
By: s/ J. M. Connelly
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Its: Managing Director
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EXHIBIT 10.2 (a)
AMENDMENT TO LEASE
This Amendment to Lease is made this 29th day of July, 1993 by and between
Brown Realty Limited Partnership ("Landlord") and Alex Brown & Sons
Incorporated ("Tenant").
EXPLANATORY STATEMENT
As of January 1, 1985, Brown Realty Company, as Landlord, and Tenant (then
known as Alex. Brown & Sons, Inc.) entered into a Lease (the "Lease") for the
property known as 135 E. Baltimore Street, Baltimore, Maryland. Brown Realty
Company has subsequently assigned its interest in the Premises to Landlord,
which, pursuant to the terms of the Lease, succeeded to Brown Realty Company's
interest in the Lease. The Lease expires on December 31, 1993 and the parties
wish to amend the Lease to extend it as hereinafter provided.
NOW THEREFORE, Landlord and Tenant agree to amend the Lease as follows:
1. The Term of the Lease shall be extended so as to expire at 11:59 p.m. on
March 31, 1997.
2. The Net Rent for each of the Lease Years during the Term as extended
shall be One Hundred Twenty-Five Thousand Seven Hundred Fifty Dollars (
$125,750.00) annually, and shall be prorated for the final three (3)
months of the extended Term.
3. The notice addresses set forth in paragraph 27 of the Lease shall be
amended to read as follows:
(i) if to Landlord:
Brown Realty Limited Partnership
c/o Jack S. Griswold
225 E. Redwood Street
Baltimore, Maryland 21202
(ii) if to Tenant:
Alex. Brown & Sons Incorporated
135 East Baltimore Street
Baltimore, Maryland 21202
Attn: John E. Betsill
4. Capitalized terms used in this Amendment to Lease and not defined herein
shall have the meanings ascribed to them in the Lease.
5. In all other respects, the parties ratify and confirm the provisions of
the Lease.
IN WITNESS WHEREOF, the parties have caused this amendment to be executed on
the date set forth herein.
WITNESS: BROWN REALTY LIMITED PARTNERSHIP
s/ Ann M. Cowing By: s/ Jack S. Griswold
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Jack S. Griswold,
General Partner
ATTEST: ALEX. BROWN & SONS INCORPORATED
s/ John E. Betsill By: s/ J. M. Connelly
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Managing Director
EXHIBIT 10.4
PURCHASE AND SALE AGREEMENT
This agreement is made as of the 22nd day of December, 1993, by and
between Benjamin H. Griswold IV and Jack S. Griswold (collectively, the
"Sellers") and Alex. Brown Incorporated, a Maryland corporation (the
"Company").
WHEREAS, the Sellers own and control the use of the name "Alex. Brown,"
its derivatives such as "Alex. Brown & Sons" and any and all names similar to
or susceptible of confusion with the name "Alex. Brown" (collectively, the
"Name"); and
WHEREAS, pursuant to a Use of Name Agreement dated March 21, 1991 (the
"Use of Name Agreement"), the Sellers granted to the Company the right to use
the Name subject to the terms thereof; and
WHEREAS, the Sellers now wish to sell to the Company all right, title and
interest in and to the Name, and the Company wishes to purchase the same;
NOW, THEREFORE, in consideration of the agreements, representations and
warranties set forth herein and other good and valuable consideration, the
parties hereto agree as follows:
1. The Sellers hereby agree to sell, transfer, assign and convey to the
Company effective upon receipt of payment pursuant to Section 2 hereof all
right, title and interest in and to the Name, which shall thereafter be
the sole and exclusive property of the Company in all respects; provided,
however, that the Company may not sell, assign, transfer or convey the
Name to a party other than a subsidiary or affiliate of the Company for a
period of eight (8) years from the date hereof without the prior written
consent of the Sellers, or the survivor of them, except in the event of a
merger or other form of corporate reorganization approved by the Company's
stockholders.
2. The Company shall pay to the Sellers in cash and in accordance with
the written instructions of the Sellers, acting jointly, the sum of Ten
Million Five Hundred Thousand Dollars ($10,500,000) on Monday, January 3,
1994.
3. The Company hereby represents and warrants that:
(a) It has the power, authority and right to enter into this
agreement; and
(b) The execution of this agreement and the delivery of the
purchase amount to the Sellers have been duly authorized; and
(c) This agreement is the legal, valid and binding agreement of
the Company enforceable against it in accordance with its terms; and
(d) The Company's Board of Directors shall adopt the following
resolutions at its next regularly scheduled meeting:
"RESOLVED, that the Board of Directors views the Company's name,
its heritage and the integrity for which they stand with the greatest
respect; and
"FURTHER RESOLVED, that the Board of Directors perceives that the
Company's name and tradition have great value, and recognizes that
Alexander Brown, his lineal descendants, their partners and the
Company's directors and officers have led the Company and its
predecessor entities with wisdom and skill; and
"FURTHER RESOLVED, that the Board of Directors accepts the
responsibility to ensure that these traditions will be observed, so
long as the Company may exist and pledges to maintain the Company's
standards of business integrity and quality; and
"FURTHER RESOLVED, that the Board of Directors believes that the
name "Alex. Brown" should be and remain the property and heritage of
the Company and therefore ratifies and approves the purchase of the
name "Alex. Brown" in accordance with the terms and conditions set
forth in the Purchase and Sale Agreement attached hereto."
4. The Sellers hereby remise, release and forever acquit the Company,
its subsidiaries, affiliates, directors, officers and assigns from any and
all claims, demands, actions, rights, causes of action, obligations and
liabilities of any kind or nature whatsoever arising out of or in
connection with any past, present or future use of the Name by the
released parties.
5. The Sellers, jointly and severally, agree to indemnify and hold
harmless the Company, its subsidiaries, affiliates, directors, officers
and assigns against any losses, claims, damages or liabilities to which
they or any of them may become subject, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon an allegation by or through any other
lineal descendant of Alexander Brown (1764 to 1834) that the Sellers do
not alone own or control the use of the Name, or that the Sellers do not
alone have the unencumbered right and authority to sell, transfer, assign
or convey all right, title and interest in and to the use of the Name, or
that another such lineal descendant has any right, title or interest in or
to the use of the Name or to payment of any kind or nature in connection
with this agreement or the Company's use of the Name, and will reimburse
each indemnified party for any reasonable legal or other expenses as they
are incurred by such indemnified party in connection with investigating or
defending any such loss, claim, damage, liability, action or proceeding.
6. The Sellers and the Company have entered into this agreement after
arms length negotiations and do so voluntarily and of their own free will.
This agreement constitutes the entire understanding and agreement between
the Sellers and the Company and supersedes any and all written or oral
promises, representations, understandings or agreements relating to the
sale or use of the Name.
7. This agreement will be governed by and construed in accordance with
the laws of the State of Maryland.
IN WITNESS WHEREOF, the Sellers and the Company have executed or caused to
be executed this agreement as of the date first above written.
WITNESS SELLERS
s/ M. D. Hankin s/ Benjamin H. Griswold IV
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Benjamin H. Griswold IV
s/ M. D. Hankin s/ Jack S. Griswold
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Jack S. Griswold
ATTEST THE COMPANY
ALEX. BROWN INCORPORATED
s/ Robert F. Price by: s/ A. B. Krongard
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A. B. Krongard
Chief Executive Officer
EXHIBIT 10.10
EMPLOYMENT
AGREEMENT
This Agreement (the "Agreement") is made as of the 22nd day of December,
1993, by and between Alex. Brown Incorporated, a Maryland corporation ("Alex.
Brown"), and Benjamin H. Griswold IV ("Mr. Griswold").
WHEREAS, Mr. Griswold has been the Chairman of the Board of Directors of
Alex. Brown and has been involved in the senior management of Alex. Brown; and
WHEREAS, Alex. Brown acknowledges the significant contributions of Mr.
Griswold as Chairman of the Board and as a member of senior management of
Alex. Brown and wishes that Mr. Griswold remain employed by Alex. Brown and
not engage in any activity which might in any way compete with the businesses
of Alex. Brown;
NOW, THEREFORE, in consideration of the agreements contained herein and
other good and valuable consideration, Alex. Brown and Mr. Griswold agree as
follows:
1. Employment. Mr. Griswold shall be employed as a Managing Director of
Alex. Brown & Sons Incorporated ("ABS") for the Agreement Term (hereinafter
defined), and Mr. Griswold accepts such employment, on the terms and
conditions set forth in this Agreement. During the Agreement Term, Mr.
Griswold shall exercise such authority and perform such duties as may be
commensurate with his position as a Managing Director of ABS.
2. Nomination as Board Member. In connection with the annual meetings of
stockholders in the years 1994, 1995 and 1996, the Board of Directors of Alex.
Brown will nominate Mr. Griswold for election as a director of Alex. Brown. If
elected as a director, Mr. Griswold shall exercise all of the powers, duties
and authority of a director and shall perform such other duties and serve on
such Board committees as may be designated by the Board of Directors.
3. Confidential Information; Non-Competition. Alex. Brown and Mr. Griswold
recognize that due to the nature of the relationship of Mr. Griswold to Alex.
Brown, Mr. Griswold has had access to and has acquired, may have access to and
may acquire, and has assisted in and might assist in developing, confidential
and proprietary information relating to the business and operations of Alex.
Brown or its subsidiaries or affiliates, including, without limiting the
generality of the foregoing, information with respect to present and
prospective products, systems, strategies, customers, agents, processes, and
sales and marketing methods. Mr. Griswold acknowledges that such information
has been and will continue to be of central importance to the business of
Alex. Brown, and that disclosure of it to, or its use by, others could cause
substantial loss to Alex. Brown. Mr. Griswold and Alex. Brown also recognize
that an important part of Mr. Griswold's duties has been, and will continue to
be, to develop goodwill for Alex. Brown and its subsidiaries and affiliates
through his personal contact with clients, agents, employees and others having
business relationships with such entities, and that there is a danger that
this goodwill, a proprietary asset of Alex. Brown and its subsidiaries and
affiliates, may follow Mr. Griswold if and when he discontinues his
relationship with Alex. Brown. Mr. Griswold accordingly agrees as follows:
(a) During the Agreement Term, Mr. Griswold will not, directly or
indirectly, either individually or as owner, partner, agent, employee,
consultant or otherwise, except for the account of and on behalf of Alex.
Brown or its subsidiaries or affiliates, engage in any activity competitive
with the business of such entities as currently conducted, or contemplated to
be conducted, nor will he, in competition with such entities, solicit or
otherwise attempt to establish for himself or any other person, firm, or
entity, any business relationship with any person, firm, or corporation which
was, at any time during the Agreement Term, a customer or employee of Alex.
Brown or any of its subsidiaries or affiliates.
(b) Nothing in this Section 3 shall be construed to prevent Mr. Griswold
from owning, as an investment, not more than 1% of a class of equity
securities issued by any competitor of Alex. Brown and publicly traded and
registered under Section 12 of the Securities Exchange Act of 1934.
4. Trade Secrets. Mr. Griswold will keep confidential any trade secrets or
confidential or proprietary information of Alex. Brown or its subsidiaries or
affiliates which are now known to him or which hereafter may become known to
him as a result of his continuing association with such entities and shall not
at any time, directly or indirectly, disclose any such information to any
person, firm or corporation, or use the same in any way other than in
connection with the business of Alex. Brown or its subsidiaries or affiliates.
For purposes of this Agreement, "trade secrets or confidential or proprietary
information" means information unique to Alex. Brown or its subsidiaries or
affiliates which has a significant business purpose and is not known or
generally available from sources outside such entities, or is not typical of
industry practice.
5. Consideration. As consideration for Mr. Griswold's agreements hereunder,
Alex. Brown agrees:
(a) to pay Mr. Griswold an amount per year not less than $500,000 during
the Agreement Term, such amount to be payable in installments which are no
less frequent than those provided to other Managing Directors of ABS;
(b) to pay Mr. Griswold in addition to the amount due under Section 5(a)
hereof such other or further amounts, if any, as may be recommended
specifically by the Compensation Committee of the Board of Directors of Alex.
Brown and approved by the Board, objectively determined applying judgment in
the same manner as to other Managing Directors of ABS and relating to his
services in the development and production of business;
(c) to permit Mr. Griswold to participate during the Agreement Term in all
(i) employee benefit plans and arrangements, including pension and disability,
and group life, sickness, accident and health insurance programs, (ii) profit
sharing, stock option, stock bonus and similar equity or incentive
compensation plans, and (iii) investment programs or opportunities, in each
case now existing or hereinafter established and available for participation
by Managing Directors of ABS;
(d) in the event Mr. Griswold ceases to be employed (other than as a
result of the termination of his employment for "cause" as hereinafter defined
or a breach of Section 3 or 4 hereof) by Alex. Brown or one of its
subsidiaries or affiliates, during the Agreement Term (i) to immediately vest,
and extend the term (or provide an equivalent benefit) of, all outstanding
stock options, restricted stock awards, merchant banking participations or
other similar benefits granted to Mr. Griswold prior to the expiration of the
Agreement Term, to the first to occur of (A) the date on which such benefits
would otherwise expire had Mr. Griswold continued to be employed by Alex.
Brown, (B) the first anniversary of the termination of Mr. Griswold's
employment, or (C) the expiration of the Agreement Term; and (ii) to provide
Mr. Griswold with office space and secretarial support equivalent to that
provided to Managing Directors of ABS.
6. Nature of Payments. (a) It is understood that the consideration payable
to Mr. Griswold under Section 5 of this Agreement shall be payable during the
Agreement Term whether or not Mr. Griswold continues to be employed by Alex.
Brown, and that the consideration described in Section 5 shall cease only upon
the expiration of the Agreement Term. In the event of Mr. Griswold's death
during the Agreement Term, all payments under this Agreement shall be made to
Mr. Griswold's personal representative.
(b) In the event Mr. Griswold ceases to be employed by Alex. Brown, he
shall not be required to mitigate the amount of any payment provided for in
Section 5 by seeking employment or otherwise. Notwithstanding the foregoing,
in the event Mr. Griswold is employed (other than by Alex. Brown or its
subsidiaries or affiliates), either as a sole proprietor, owner, partner,
employee, agent or consultant, during the Agreement Term, the amount payable
under Section 5 shall be reduced by the amount of gross cash compensation
received in such other employment.
7. Term of Agreement. This Agreement shall expire on the earlier of (i)
December 31, 1996, (ii) a breach of the provisions of Section 3 or 4 of this
Agreement or (iii) the termination of Mr. Griswold's employment for "cause."
In this connection it is expressly understood that Alex. Brown's obligations
under Section 5 shall not expire upon Mr. Griswold's death. For purposes of
this Agreement, "cause" means (i) fraud, misappropriation or intentional
material damage to the property or business of Alex. Brown; (ii) commission of
a felony involving moral turpitude; or (iii) the continuance of demonstrably
willful and repeated failure by Mr. Griswold to perform his duties (other than
as a result of incapacity due to physical or mental illness) after written
notice to Mr. Griswold by Alex. Brown's Board of Directors specifying such
failure and a period of 60 days following such notice for Mr. Griswold to
correct such failure, provided that such "cause" shall have been found by a
majority vote of the Board after at least 10 days written notice to Mr.
Griswold specifying the failure on the part of Mr. Griswold and after an
opportunity for Mr. Griswold to be heard at a meeting of the Board. The period
from January 1, 1994 until the expiration of the Agreement is referred to
herein as the "Agreement Term."
8. Binding Agreement. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors, administrators
and assigns.
9. Entire Agreement. This Agreement contains the entire understanding
between Mr. Griswold and Alex. Brown with respect to the subject matter hereof
and supersedes any and all prior understandings, written or oral. This
Agreement may be amended, waived, discharged or terminated only by an
instrument in writing and shall be governed by the laws of the State of
Maryland.
10. Severability. A determination that any provision of this Agreement is
invalid or unenforceable shall not affect the validity or enforceability of
any other provision hereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
WITNESS BENJAMIN H. GRISWOLD IV
s/ M. D. Hankin s/ Benjamin H. Griswold IV
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ATTEST ALEX. BROWN INCORPORATED
s/ Robert F. Price By: s/ A. B. Krongard
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A. B. Krongard
Chief Executive Officer