AMENDMENT OF EMPLOYMENT AGREEMENT
THIS AMENDMENT, made and entered into as of this 20th day of October,
2000, by and between Stilwell Financial Inc., a Delaware corporation
("Stilwell") and Joseph D. Monello, an individual ("Executive").
WHEREAS, Stilwell and Executive are parties to an employment agreement
dated June 12, 2000 (the "Employment Agreement") and have agreed to certain
amendments to the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between Stilwell and Executive as follows:
1. Paragraph 1 of the Employment Agreement shall be and is hereby amended
to provide as follows:
1. Employment. Stilwell hereby employs Executive as its Vice President
- Development to serve at the pleasure of the Board of Directors of Stilwell
(the "Stilwell Board") and to have such duties, powers and responsibilities as
may be prescribed or delegated from time to time by the President or other
officer to whom Executive reports, subject to the powers vested in the Stilwell
Board and in the stockholders of Stilwell. Executive shall faithfully perform
his duties under this Agreement to the best of his ability and shall devote not
more than 40 hours each calendar month (excluding travel time) to the business
and affairs of Stilwell and its affiliates, except that additional time may be
required as determined by Stilwell when special circumstances apply.
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2. Paragraph 2 (a) of the Employment Agreement shall be and is hereby
amended to provide as follows:
2. Compensation.
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(a) Base Compensation. Stilwell shall pay Executive as
compensation for his services hereunder an annual base salary at the rate of
$150,000. Such rate shall not be increased prior to January 1, 2003 and shall
not be reduced except as agreed by the parties or except as part of a general
salary reduction program imposed by Stilwell and applicable to all officers of
Stilwell. However, in the event that Stilwell requires Executive to devote more
than an average of 40 hours a month (excluding travel time) for any calendar
year (or portion of a calendar year after the effective date of this Amendment),
Stilwell shall make an additional salary payment to Executive so that the total
salary paid to him for such calendar year or applicable portion of a year shall
equal (i) the total hours worked by Executive (including travel time during
normal business hours) for such calendar year or portion thereof divided by
2,000 (or a pro rata part of 2,000 for a partial year), (ii) multiplied by
$660,000. Such additional salary payment should be made within 60 days after the
end of the calendar year to which it relates.
3. Executive acknowledges that he may not be eligible for contributions
under Stilwell's qualified retirement plans or benefits under Stilwell's
Executive Plan after the effective date of this Amendment. For any calendar year
in which Executive is not so eligible, Stilwell shall make cash payments to
Executive equal to the amount of contribution (including matching contributions)
which would have been made to such retirement plans on behalf of Executive and
the amount of benefit which would have been payable to Executive under the
Executive Plan had Executive been eligible to participate in such plans for such
year. Such payments shall be made to Executive within ten days after the date on
which Stilwell makes its final contribution to such retirement plans (or as to
the Executive Plan, its final payment of benefits) pursuant to each such plan
for such calendar year.
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4. In the event Stilwell terminates Executive's employment other than
for cause pursuant to paragraph 4(d)(i) of the Employment Agreement, the
provisions of paragraph 4(d)(ii) of the Employment Agreement shall apply without
regard to the provisions of paragraph 2 of this Amendment so that severance
payments to Executive are based on Executive's annual base salary at the rate in
effect prior to the effective date of this Amendment.
5. In the event of a Change in Control of Stilwell as defined in
paragraph 7(d) of the Employment Agreement, paragraph 7 of the Employment
Agreement shall apply without regard to any other paragraph of this Amendment so
that all compensation, payments, severance and benefits payable to Executive
following such Change in Control shall be based upon the terms of this Agreement
as in effect immediately prior to the effective date of this Amendment, and
references to salary or benefits prior to the Control Change Date shall be
construed to mean the salary or other benefits that would have been paid prior
to the Control Change Date had the terms of the Employment Agreement as in
effect immediately prior to this Amendment remained in effect.
6. This Amendment shall become effective on October 1, 2000.
7. Subject to the Amendments made herein, the Employment
Agreement shall remain in full force and effect.
<PAGE>
In witness whereof, the parties hereto have executed this Amendment as
of the day and year first above stated.
STILWELL FINANCIAL INC.
By: /S/ LANDON H. ROWLAND
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Landon H. Rowland
President
/S/ JOSEPH D. MONELLO
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Joseph D. Monello
