1
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, indicated by "*" marks, have been
separately filed with the Commission.
EXHIBIT 10.10
June 4, 1996
PERSONAL AND CONFIDENTIAL
Mr. John S. Rothschild
2733 Lincoln Street
Evanston, Illinois 60201
Dear John:
I am very pleased with the prospect of having you join Lamalie Amrop
International as the Managing Partner in our Chicago office. In follow-up to our
recent conversation, following are the principal details of our offer of
employment which we would like for you to review. For your information, every
element of this offer of employment has received the full approval and support
of Lamalie's Board of Directors.
1. In your job as Managing Partner, you will be responsible for developing
business and client relationships, managing and conducting executive
search assignments, and growing our presence and capabilities through
recruitment and mentoring activities.
2. Upon your agreement to become Lamalie's Managing Partner in its Chicago
office, you will be paid a lump sum $****** sign-on bonus within thirty
(30) calendar days of that agreement.
3. Your starting base salary will be at the rate of $****** per year. You
will also participate in the Managing Partners' compensation plan. A
copy of this plan including a discussion of the role definition for
Managing Partners is included with this letter.
4. Although the terms of this offer letter should not be construed as a
guaranteed employment contract for any specified term, Lamalie Amrop
International hereby guarantees that commencing with your starting date
you will be paid at the minimum annualized rate of $****** per year for
the next two (2) years, and at the minimum annualized rate of $******
for year three ("guaranteed minimum earnings") unless during that
three-year period: (1) you voluntarily terminate your employment with
Lamalie Amrop International; (2) you are unable to work because of death
or "disability" in which case all earnings described in this letter that
have accrued by the date of your death or disability will be paid to you
or your estate, as applicable(1) or (3) your employment is terminated
involuntarily for "cause."(2) earnings will be based upon a combination
of base salary, Managing Partner incentive bonus,
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Mr. John S. Rothschild
June 4, 1996
Page Two
profit-sharing contribution and earnings on your investment in the
common stock of Lamalie Amrop International. We can be flexible to your
cash flow requirements with respect to the periodic distribution of the
guaranteed minimum earnings discussed above. In order to provide the
above guarantee, however, Lamalie reserves the right, at its option, to
change the nature and scope of your responsibilities, provided, however,
that no relocation be required by Lamalie.
5. You will be eligible to participate in Lamalie's equity ownership
program with an initial purchase of *** shares. This purchase will be in
full accordance with the terms of the subscription agreement which will
be provided to you by Jack Wissman. Future opportunities to purchase
stock are based upon sustained performance and overall contribution to
the firm and are awarded by the Board of Directors. Arrangements can be
made to access a company-sponsored credit facility with an independent
lender to fund your stock purchase. Specific details of these
arrangements can also be discussed with Jack Wissman.
6. You will be eligible to participate in the firm's deferred
profit-sharing plan. In every year since the plan's inception, the
company has targeted a maximum *** percent contribution. Business
conditions will, of course, enter into the final contribution
determination. A copy of the summary plan description will be forwarded
to you by our Accounting Department.
7. You will also be eligible to participate in the firm's deferred
compensation program with an initial entry date of January 1, 1997. Our
deferred compensation program is managed by the benefits consulting firm
of Hefner & Associates, based in Richardson, Texas. At your convenience,
we will arrange for you to meet with representatives of Hefner &
Associates to review the specific elements of our program.
8. You will also be eligible to participate in the company insurance and
benefit plans which are paid for in full by Lamalie Amrop International.
We will forward under separate cover a copy of the various insurance and
benefit plans together with the respective enrollment data.
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1/ The term "disability" shall be viewed as the failure or inability to
regularly perform your duties for a period exceeding ninety (90) days or any
ongoing disability which may adversely affect your ability to devote your
full-time efforts to the job.
2/ The term "cause" shall be viewed as the failure or refusal to make a
good faith effort to carry out, in a reasonable manner, the responsibilities as
set forth in paragraph 1 in this letter; excessive use of alcohol or drug abuse;
or conduct of an immoral, illegal, or criminal nature as to render continued
employment incompatible with the best interests of Lamalie Amrop International.
It is understood and agreed that Lamalie shall exercise good faith in the
application of this provision.
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Mr. John S. Rothschild
June 4, 1996
Page Three
9. As Managing Partner of the Chicago office, you will participate on the
firm's Operations Committee.
10. We will assume the monthly dues for one business/luncheon club
membership. In addition, we will assume the initiation fees and annual
membership dues for one North Shore country club selected at your
discretion. For your information, we will attempt to recover all or a
portion of these expenditures from clients over time on a best efforts
basis.
While it is our sincere hope and belief that our relationship will be a long
one, Lamalie Amrop International does not offer employment on a fixed-term
basis, and the representations in this letter and from our meetings with you
should not be construed in any manner as a proposed contract of any fixed term.
I am very enthusiastic about having you with us at Lamalie Amrop International.
I am confident that you will find the personal and professional satisfaction
that you are seeking.
Also, I am convinced that you will, in many ways, significantly contribute to
our goal of building our organization into the best worldwide executive search
consulting firm. If you have any questions, or if there is anything I have
overlooked, please call me.
Again, we are looking forward to having you as part of our organization and look
forward to your joining us as soon as possible.
Sincerely,
Robert L. Pearson
President and Chief Executive Officer
Enclosure
cc: Jack P. Wissman
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Mr. John S. Rothschild
June 4, 1996
Page Four
ACKNOWLEDGMENT AND ACCEPTANCE:
I hereby accept employment with Lamalie Amrop International based on the
conditions described in this offer letter. It is understood that this letter
sets forth the entire understanding between the parties, and it may not be
modified, changed, or amended except by a written agreement signed by the
parties.
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Date Signature
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