June 30, 1999
Mr. Jerome S. Golden
25 Kensington Road
Scarsdale, New York 10583
Dear Jerry:
This is to set forth the terms of your early retirement and separation
from Equitable as Executive Vice President and an employee effective June 30,
1999. From the date of this letter through June 30, 1999, you agree to assist us
to effect an orderly transition. You also agree to resign as an officer from The
Equitable Companies Incorporated effective June 30, 1999.
You will receive the following payments in connection with your
separation from Equitable: gross amounts of $350,000 in base salary and $928,950
in short-term incentive compensation. The base salary and short-term incentive
compensation payments will be made to you in a lump sum as soon as practicable
after June 30, 1999, but no later than July 31, 1999. These payments will not be
includable in any of Equitable's benefit plans or programs.
You will also be entitled to a pro rata share of your award under the
1997-1999 long-term incentive compensation plan prorated for the portion of the
cycle through June 30, 1999. Payment will be made at the same time payments are
normally made under the long-term incentive compensation plan to all
participants.
You will continue to vest in your unvested options under the Equitable
Companies Incorporated 1997 Stock Incentive Plan through the balance of your
employment with Equitable, upon your retirement directly from Equitable service
on July 1, 1999 and following such retirement in accordance with the terms of
the plan. (The plan provides in Section 5, Paragraph 5.5, for the vesting of
unvested options following a direct retirement from Equitable service subject to
the non-solicitation and confidentiality provisions set forth in that
paragraph.) You will also continue to vest in your unvested options under the
AXA Stock Option Plan in accordance with the terms of the plan.
Your Equitable Supplemental Executive Retirement Plan ("SERP") will be
amended to reflect an increase in your base pay from $300,000 to $450,000. The
incentive compensation component of $300,000 will remain the same. In
Jerome S. Golden
Page 2
addition, your early retirement factors will be advanced five years. This will
provide you a 15-year certain annual SERP benefit of $228,248 (with a total
present value of the SERP, based upon a 7% discount rate, equal to $2,156,873)
commencing at age 55 upon your retirement. This amount represents an annual
increase of $111,099 to your original annual SERP benefit of $117,150 (an
increase of $1,107,031 on a present value basis, based upon a 7% discount rate).
In all other respects, the terms of your original SERP will continue to apply.
You agree to continue to pursue the Private Letter Ruling Equitable and
you jointly filed with the IRS on July 15, 1998 relating to the VP Plus Annuity
Contract and to be represented by the counsel representing Equitable (at the
Equitable's sole cost). You agree to cooperate with Equitable, to promptly
provide any information that may be reasonably requested by Equitable, the IRS
or counsel and to execute any documents that upon the advice of counsel are
necessary or appropriate regarding this Private Letter Ruling request.
We agree that the following statement will be used to describe your
separation from Equitable:
"Jerry has announced his plan to resign from Equitable effective July
1. Jerry would like to pursue independent research into new products and
services for the retirement marketplace in the U.S. and other developed
markets."
Equitable agrees to enter into a consulting agreement with you
effective July 1, 1999 which will be effective for the twelve-month period
through June 30, 2000. During the consulting period, you agree to be available
to consult with Equitable for five full days per month. Any days during which
you participate in an Equitable conference will count as part of the five days.
You will be paid a monthly consulting fee of $53,700 regardless of whether you
have actually performed any consulting services or provided less than five full
days of consulting services for Equitable that month. The monthly consulting fee
will be paid no later than the fifteenth day of the month to which it relates.
Equitable will reimburse you for reasonable and customary business expenses
incurred during the term of your consulting agreement upon the submission of
acceptable vouchers or receipts. The terms of the consulting agreement will be
set forth more fully in a document which is mutually agreeable to Equitable and
you. The commencement of the consulting agreement will not be contingent upon
the prior execution of it by Equitable and you.
Equitable agrees not to make any statement or take any action which
disparages you.
Jerome S. Golden
Page 3
In accordance with Equitable's policies and in exchange for the
valuable consideration provided by Equitable to you under this agreement you
agree to the following provisions:
You agree not to make any statement or take any action which disparages
Equitable or any of its subsidiaries or affiliates, or any individuals employed
by, or associated with, any of them or any products or services manufactured,
provided or offered by Equitable or any of its subsidiaries or affiliates.
You agree to continue to abide by Equitable's Policy Statement on
Ethics and not to disclose any confidential, proprietary or trade secret
information pertaining to the businesses of Equitable, including, but not
limited to, the reinsurance strategy on the GMIB, other internal risk management
strategies and the non-public product pricing models and formulas, or the
businesses of any Equitable subsidiary or affiliate, obtained during your
employment or subsequent consulting agreement with Equitable ("Confidential
Information").
Confidential Information will not include information (a) which is
generally known in the industry of Equitable; (b) developed by you individually
or jointly with others prior to the commencement of your employment with
Equitable; or (c) that becomes generally known to the public or the trade
without violation by you of this paragraph; provided, however, that nothing in
this paragraph shall prevent you, with or without Equitable's consent, from
participating in, or disclosing documents or information in connection with, any
judicial or administrative investigation, inquiry or proceeding to the extent
that such participating or disclosure is required by applicable law. However,
you agree that if any such proceeding commences or such disclosure is required,
you will provide, where possible, reasonable advance notice to Equitable so that
Equitable may take appropriate actions to protect its rights and interests.
You agree that during your employment by Equitable, if you made,
created or discovered, either solely or jointly with others, any patent or
patentable material, or copyright or copyrightable material which pertains or
relates in any way to the business or products of Equitable or its subsidiaries
or affiliates, the same will be the exclusive property of Equitable or its
subsidiaries or affiliates provided that the same constitutes Confidential
Information ("Protected Information"). You agree to execute and deliver to
Equitable, without further compensation, any and all documents which Equitable
deems necessary or appropriate to prepare or prosecute applications for patents
or copyrights relating to the Protected Information.
You hereby irrevocably assign and transfer to Equitable your entire
right, title and interest in and to any such Protected Information, and agree to
take all actions as directed by Equitable to evidence more fully and perfectly
Equitable's ownership thereof. This assignment includes the right to apply for
any Letters
Jerome S. Golden
Page 4
Patent of the United States of America and in any foreign countries, as
applicable, regarding any such Protected Information and any Letters Patent
which may issue thereon in the United States and foreign countries, the same to
be held and enjoyed by Equitable for its own use and benefit fully and entirely.
You also authorize Equitable to file patent applications in any and all
countries regarding any such Protected Information in your name, or in its name,
or otherwise, as Equitable may deem advisable, under the International
Convention or otherwise.
You agree to communicate to Equitable any facts known to you relating
to any such Protected Information and agree to testify in any proceeding,
execute and deliver all lawful papers and generally do any and all further acts
which may be deemed necessary by Equitable to vest in Equitable the right, title
and interest conveyed, to enable such right, title or interest to be recorded,
and to file all applications and obtain and enforce proper patent protection for
any such Protected Information in all countries. If your participation in any
such proceeding occurs during the term of your consulting agreement and exceeds
the number of days produced by the following formula, or occurs after the term
of the consulting agreement, Equitable will pay you a per diem of $4,000. The
formula is the number of months completed under the consulting agreement
(including the one in progress when the proceeding occurs) times five minus the
number of days in which you have actually performed consulting services for
Equitable to date. In any case, Equitable will reimburse you for any legal fees
and expenses you may incur in connection therewith.
If you are in possession of any property, documents, data or other
written information consisting of or containing Confidential Information or
Protected Information, you agree that the foregoing will be the exclusive
property of Equitable and may not be used by you for any other purpose than the
benefit of Equitable. You agree to deliver any and all of the foregoing to
Equitable at or before the termination of your employment with Equitable and
that no copies thereof will be retained by you without the prior written consent
of Equitable. You agree to execute a certificate evidencing compliance with this
provision, if requested by Equitable. You agree to execute and deliver all
documents required by Equitable to document or perfect Equitable's proprietary
rights in any Protected Information.
You also agree during the period from the date of this letter through
June 30, 2000, not to induce or endeavor to induce any officer, manager,
employee, associate or agent of Equitable or any of its subsidiaries or
affiliates to terminate their employment or association with Equitable or its
subsidiaries or affiliates to become employed by or associated with any other
entity or individual unless you obtain prior written consent from the applicable
Equitable company to do so. Equitable consents to your solicitation of employees
Karine Adalian, Elizabeth Hafez and Edmund Tobin.
Jerome S. Golden
Page 5
You also agree not to contact any Equitable or its subsidiaries' or
affiliates' policyholders, contract holders or account holders from the date of
this letter through June 30, 2000.
You also agree not to induce or attempt to induce any of Equitable's or
its subsidiaries' or affiliates' policyholders, contract holders or account
holders to surrender or move any of their policies, contracts or accounts to
another entity.
You agree to cooperate fully with Equitable and, if requested by
Equitable, to reasonably assist Equitable in its defense or prosecution of any
claim, complaint or action involving Equitable of which you have knowledge.
You also agree to execute the attached general release which forms a
part of this letter agreement.
The use of the singular in this agreement will also include the plural,
and vice versa.
You agree to keep the terms of this letter agreement and the preceding
negotiations completely confidential, provided that disclosure to your financial
advisor, attorney or immediate family, or in response to valid legal process or
as otherwise required by law, will not violate this paragraph.
Except as provided in the following paragraph, you agree that should
you violate the restrictions contained in the letter agreement, Equitable will
have all rights in law and equity including the right to seek and obtain damages
and injunctive relief.
This agreement does not impact any rights you may have under the
following compensation and benefit plans: (i) Equitable Retirement Plan for
Employees, Managers and Agents, (ii) Equitable Excess Retirement Plan, (iii)
Equitable Supplemental Executive Retirement Plan, provided, however, to the
extent that there is a material breach of this agreement, Equitable reserves the
right to forfeit the annual SERP increase of $111,099, (iv) Equitable Investment
Plan for Employees, Managers and Agents, (v) Equitable deferred compensation
plans, (iv) Equitable Executive Survivor Income Plan, (vii) Equitable welfare
benefit plans for Employees, Managers and Agents including Equitable's health,
life insurance, health care spending account, dependent care spending account,
short-term disability and long-term disability plans, (viii) Equitable Companies
Incorporated 1991 and 1997 Stock Incentive Plans, (ix) AXA Stock Incentive Plan,
and (x) Equitable 1997-1999 Long Term Incentive Compensation Plan for Senior
Officers, subject to proration for the portion of the cycle through June 30,
1999.
Jerome S. Golden
Page 6
This agreement constitutes our entire agreement and supersedes all
prior agreements, written or otherwise, between Equitable and you except that
the assignment you executed to Equitable on August 1, 1995 regarding the
Computerized Method and System for Providing Guaranteed Lifetime Income With
Liquidity and application thereon for Letters Patent of the United States which
was filed on May 1, 1995 and assigned application Serial No. 08/432,101 will
remain in full force and effect.
This agreement may not be amended except by a further written agreement
signed by Equitable and you.
This agreement will be governed by and construed in accordance with the
laws of the State of New York.
Please indicate your acceptance of the terms of this letter by
executing the copy enclosed and the original release and returning both executed
documents to me. You have the right to have this letter agreement including the
release reviewed by your counsel prior to executing them and we advise you to do
so.
Sincerely
/s/ John A. Caroselli
---------------------
John A. Caroselli
Accepted and Agreed:
/s/ Jerome S. Golden
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Jerome S. Golden
GENERAL RELEASE AND AGREEMENT
This GENERAL RELEASE and AGREEMENT (hereinafter "Release") is made and
entered into by JEROME S. GOLDEN.
In return for the consideration provided by The Equitable Life
Assurance Society of the United States ("Equitable") set forth in the letter
agreement between Equitable and me of which this Release forms a part which was
executed by Equitable Executive Vice President John A. Caroselli dated June 30,
1999 (the "Letter Agreement"), on behalf of my heirs, executors, administrators,
personal and legal representatives and assigns, I hereby waive, release and
discharge Equitable, its parent, subsidiaries and affiliates, and its officers,
directors, agents, employees, successors and assigns (hereinafter "Releasees"),
from all claims, actions and causes of action, whether known or unknown, which I
have or claim to have against any Releasee as a result of my employment or the
termination of my employment with Equitable (hereinafter "Claims"). I understand
further that Equitable will have no obligation to make any payments to me under
the terms of the Letter Agreement until after the time when I may no longer
revoke my execution of this Release.
This Release covers, but is not limited to, all Claims of
discrimination based upon age, race, religion, color, sex, national origin,
disability, handicap, veteran status, marital status, sexual orientation or any
other protected category arising on or before the date of execution of this
Release under any equal employment opportunity law, ordinance, regulation, or
order, including, but not limited to, Title VII of the Civil Rights Act of 1964,
as amended, the Civil Rights Act of 1991, Executive Orders 11246 and 11141, as
amended, the Age Discrimination in Employment Act of 1967, as amended, the
Americans with Disabilities Act of 1990, and any other federal, state, or local
constitutional or statutory provision, order, or regulation. Claims waived do
not include any rights I may have under the (i) Equitable Retirement Plan for
Employees, Managers and Agents, (ii) Equitable Excess Retirement Plan, (iii)
Equitable Supplemental Executive Retirement Plan, (iv) Equitable Investment Plan
for Employees, Managers and Agents, (v) Equitable deferred compensation plans,
(vi) Equitable Executive Survivor Income Plan, (vii) Equitable welfare benefit
plans for Employees, Managers and Agents including Equitable's health, life
insurance, health care spending account, dependent care spending account,
short-term disability and long-term disability plans, (viii) Equitable Companies
Incorporated 1991 and 1997 Stock Incentive Plans, (ix) the AXA Stock Option
Plan; (x) the Equitable 1997-1999 Long Term Incentive Compensation Plan for
Senior Officers, or (xi) the Letter Agreement.
This Release also covers all Claims arising in tort or in contract
relating to my employment or the termination of my employment with Equitable
including, but not limited to, those for fraud, libel, slander, promissory or
equitable estoppel, misrepresentation, wrongful discharge, contract violation,
breach of the covenant of good faith and fair dealing, and negligent or
intentional infliction of emotional distress arising under the laws of New York
or any other state or jurisdiction. I intend that this
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Release will discharge the Releasees to the maximum extent permitted by law.
This Release is intended to release all claims, whether known or unknown, by me.
I agree not to file a lawsuit or to commence an arbitration making any
Claims against the Releasees or any Releasee with any federal, state or local
court or a self-regulatory authority relating to my employment or the
termination of my employment with Equitable. I agree not to file a charge or a
complaint making any Claims against the Releasees or any Releasee with any
federal, state or local administrative agency except to the extent permitted by
law. Unless I am specifically requested to do so by Equitable, or compelled by
legal process issued by a competent court, agency, or arbitration tribunal, I
also agree not to participate in any administrative proceeding, litigation or
arbitration filed by any current or former employee or agent of Equitable
against the Releasees or any Releasee with any federal, state or local
administrative agency or court or a self-regulatory authority relating to their
employment or association with Equitable or the termination of their employment
or association with Equitable or to contact any current or former employee(s) or
agent(s) of Equitable for the purpose of assisting them in any such
administrative proceeding, litigation or arbitration against the Releasees or
any Releasee. To the extent permitted by law, I additionally waive any rights to
obtain damages with respect to any administrative proceeding, litigation or
arbitration contemplated by this paragraph.
I agree that if any part of this Release is found to be void or
unenforceable by a court of competent jurisdiction, the remainder of this
Release will remain valid and enforceable.
This Release will be governed by the laws of the State of New York and
will be binding upon me and my heirs, administrators, representatives,
executors, successors and assigns and will inure to the benefit of the Releasees
and their heirs, administrators, representatives, executors, successors and
assigns. I understand that Equitable's covenants contained in the Letter
Agreement do not constitute an admission by Equitable of a violation of any
federal, state or local constitution, statute, law, ordinance, regulation or
order.
I ACKNOWLEDGE THAT I RECEIVED THIS RELEASE ON July 1, 1999. I
acknowledge that I have been provided valuable consideration for this Release. I
have read this Release and understand that I am relinquishing all Claims,
including those for employment discrimination, which I might have against the
Releasees. In addition, I acknowledge that I have been advised by Equitable to
consult an attorney prior to executing this Release. In addition, I understand
that I have twenty-one (21) days to consider executing this Release and seven
(7) business days from the date I execute this Release to revoke my execution of
it provided I deliver such notice of revocation in writing to Executive Vice
President John A. Caroselli within that seven (7) day period.
I further understand that I may voluntarily elect to execute this
Release in less than twenty-one (21) days but that I may not shorten the seven
(7) business days after the date I execute this Release to revoke my execution
of this Release.
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Having fully understood that this is a general release, I hereby
voluntarily sign my name this 1st day of July, 1999.
I understand that an executed copy of the letter agreement and the
executed original Release must be returned to Executive Vice President John
Caroselli at Equitable Corporate Headquarters, 1290 Avenue of the Americas, 16th
Floor, New York, New York 10104.
Executed at New York City, this 1st day of July, 1999.
/s/ Jerome S. Golden
-------------------------------
JEROME S. GOLDEN
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Notary Public
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