Exhibit 10.22
REYNOLDS AMERICAN INC.
July 29, 2004
Susan Ivey
1602 Polo Club Court
Louisville, Kentucky 40245
Dear Susan:
It is my pleasure to confirm our contingent offer to you to join Reynolds
American Inc. as President & CEO. Upon employment, you will also become Chairman
& CEO of R.J. Reynolds Tobacco Company.
I am pleased to inform you that your contingent offer includes the following key
elements:
- A Total Direct Compensation Package with a target value of
$6,000,000. This includes the following three components (see
Attachment A: Compensation Summary for details):
- An annual base salary of $1,000,000
- Participation in the Annual Incentive Award Plan (AIAP). This
plan provides you an annual target bonus incentive of 100% of
your base pay.
- A Long Term Incentive Plan (LTIP) grant with a total aggregate
value of $4,000,000 at the date of grant. The anticipated
grant date is first quarter 2005 after appropriate approvals
are obtained following the Effective Date of the Merger. In
the future, you will be eligible to be considered for LTIP
grants under the same circumstances and LTIP provisions as
other similarly situated employees with the Company.
- A comprehensive package of benefits as described in the attached
benefit summaries (See Attachment B: Benefits Summary for Regular,
Full-time Exempt and Non-Exempt Employees and Attachment B1:
Retirement Summary).
- Additional individualized benefits:
- Retiree Health Coverage based on your current agreement in
place with B&W, which provides that if you remain employed
with RAI or a successor company until age 50, you will be
vested in the B&W Salaried Health Plan. This is in lieu of the
RAI retiree health benefits described in the attached summary
of benefits;
- An Annual Executive Supplemental Payment in the amount of
$79,000 beginning in 2005. This is in lieu of executive
perquisites. For 2004, your payment will be pro rated based on
the number of months you are on the payroll of the new
organization; and
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- Upon retirement, you will be eligible for reimbursement of tax
preparation/financial planning costs, up to a maximum of
$12,000 a year. Income will be imputed on this amount, but the
company will gross up the taxes.
- Your Eligibility for the Company Vacation with Pay Plan beginning in
2005. Under this plan, you will be eligible for 25 days of vacation.
During 2004, you will be able to take any unused vacation earned
with B&W. (see Attachment C: Major Policies Summary).
- A comprehensive relocation program. (see Attachment D: Relocation
Summary).
As you know, this offer of employment is subject to the contingencies outlined
below:
- Completion and effectiveness of the business combination and merger
transactions under the agreement announced on October 27, 2003,
between R.J. Reynolds Tobacco Holdings, Inc. and Brown & Williamson
Tobacco Corporation. The date of such completion being the
"Effective Date of the Merger," sometimes referred to as the
"Closing Date";
- Approval of the terms of this agreement by the RAI Board of
Directors;
- Your agreement to sign a post-close executive agreement containing
among other terms a severance arrangement, a non-compete agreement
and change of control provisions (see sample); and
- Your agreement to accept the compensation and benefits arrangements
summarized in this letter (including attachments) and waive any and
all other or additional compensation, benefits and perquisite
arrangements, including any such arrangements in existence prior to,
or arising from, the Business Combination Agreement dated October
27, 2003.
The role that you have been offered represents a unique and significant
opportunity for you to positively shape the future of Reynolds American Inc. We
have great confidence that you are well suited for this role and that you will
make an outstanding contribution to our business.
I'm looking forward to working with you.
Kind regards,
/s/ Andrew J. Shindler
Andrew J. Schindler
President & CEO
Attachments
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Acknowledged and Accepted:
/s/ Susan M. Ivey July 30, 2004
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Susan Ivey Date
I accept this contingent offer of employment and its terms, understanding that
my employment will continue to be "at will," and I relinquish my right to
severance benefits in connection with the business combination and merger
transactions
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