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Exhibit 10.56
CALYPSO LETTERHEAD
August [ ], 2000
Donald H. Hunter
18 Rutgers Rd.
Wellesley, Massachusetts 02481
Dear Don,
We are pleased to offer you employment as the Chief Operating Officer and Chief
Financial Officer of Calypso Management, LLC (the "Company"), reporting to
Stephen G. Kasnet, the Company's President and Chief Executive Officer.
Your employment with the Company will commence immediately upon the distribution
to shareholders of The Pioneer Group, Inc. ("Pioneer"), of all of the
outstanding shares of Pioneer's wholly-owned subsidiary, Harbor Global Company
Ltd. ("Harbor Global") on an at will basis subject to your giving to the
Company, or the Company's giving to you, 60 days notice of termination. As Chief
Operating Officer and Chief Financial Officer of the Company, you will serve, on
a full time basis, as the Chief Operating Officer and Chief Financial Officer of
Harbor Global or in such other senior executive positions as the board of
directors of Harbor Global (the "Board") may determine, provided that any such
positions shall be consistent with your status as a senior executive of the
Company and Harbor Global.
Your annual base salary will be $250,000 and you will be provided with an annual
bonus opportunity of up to 100% of your base salary, which will be based upon
the achievement of performance goals to be established by the Board. During your
employment with the Company, you shall also be entitled to receive 30% of all
amounts paid to the Company as an "Allocation" as defined in and pursuant to the
Administration and Liquidation Agreement between the Company and Harbor Global.
If you remain employed by the Company through the second anniversary of the
commencement of your employment with the Company, you shall receive a retention
payment of $300,000, which amount shall be reduced by the amount of any
"Allocation" to which you become entitled on such second anniversary pursuant to
the preceding sentence. All amounts paid to you in connection with your
employment will be subject to any required tax withholding.
If your employment with the Company is terminated by the Company other than for
"cause" prior to the second anniversary of the commencement of your employment
with the Company, the Company will pay to you, within 30 days of such
termination, the
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$300,000 retention payment. In addition, you shall be treated as having
remained employed by the Company through such second anniversary for purposes of
determining your entitlement to any Deferred Allocations, provided, however,
that any such Deferred Allocations to which you become entitled shall be reduced
(but not below zero) by $300,000. For purposes of the foregoing, "cause" shall
mean your causing a material breach of any duties of the Company under the
Administration and Liquidation Agreement; your conviction of a felony; or any
act by you in connection with the performance of services to the Company or
Harbor Global constituting bad faith, fraud or willful misconduct. Following any
other termination of your employment with the Company, the Company shall pay to
you your annual base salary through the date of your termination.
Except in performance of services for the Company or as required to be disclosed
under applicable law, you agree not, either during the period of your employment
with Company or thereafter, to use for your own benefit or disclose to or use
for the benefit of any person outside the Company, or Harbor Global, as
applicable, proprietary or confidential information of the Company or Harbor
Global which is not otherwise in the public domain. Until the earlier of (i) two
years following the termination of your employment with (a) the Company or (b)
Harbor Global, or (ii) the sale of Assets (as defined in the Administration and
Liquidation Agreement between the Company and Harbor Global) representing
substantially all of the value of the Assets, as determined by the Board in its
good faith discretion, you agree that you will not, directly or indirectly, (x)
provide services to any person or entity with respect to assets substantially
similar to assets held at the time in question by Harbor Global, without the
express prior written consent of the Board, not unreasonably withheld, delayed
or conditioned; or (y) provide services with respect to any assets sold by
Harbor Global, to any person or entity which acquires such asset from Harbor
Global, for two years after any such acquisition, without the express prior
written consent of the Board, not unreasonably withheld, delayed or conditioned.
You agree that Harbor Global shall have the right to enforce the covenants set
forth in this letter.
Any dispute, controversy or claim arising out of or relating to this letter
agreement, or the breach, termination or validity hereof, shall be finally
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association then in effect, as modified herein (the
"Rules"). The place of arbitration shall be Boston, Massachusetts. There shall
be one arbitrator, who shall be appointed by agreement of the parties within
thirty days of receipt by the respondent(s) of the Demand for Arbitration. If
such arbitrator is not appointed within the time limit provided herein, such
arbitrator shall be appointed by the American Arbitration Association (the
"AAA") in accordance with the striking and ranking procedure contained in the
Rules. Any arbitrator appointed by the AAA shall be a retired judge or a
practicing attorney with no less than fifteen years of
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experience and an experienced arbitrator. The Arbitrator shall be required to
follow the law of The Commonwealth of Massachusetts. The arbitrator is not
empowered to award damages in excess of compensatory damages, and each party
hereby irrevocably waives any right to recover punitive, exemplary or similar
damages with respect to any dispute. Any arbitration proceedings, decision or
award rendered hereunder and the validity, effect and interpretation of this
arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C.
Section 1 et seq. Any award rendered hereunder shall be final and binding on the
parties and judgment upon such award may be entered in any court of competent
jurisdiction. Notwithstanding anything to the contrary contained herein, the
provisions of this paragraph shall not govern any action for equitable relief
hereunder.
Please execute this letter as formal acceptance of our offer and the terms and
conditions contained herein and return it to me. Should you have any questions,
please feel free to call me.
Sincerely,
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Stephen G. Kasnet
President and Chief Executive Officer
AGREED AND ACCEPTED
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Donald H. Hunter
Date:
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