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EXHIBIT 99(e)(5)
Hamilton E. James
Donaldson, Lufkin & Jenrette
277 Park Avenue
New York, New York 10022
Dear Tony:
In connection with the proposed merger (the "Merger") between
Donaldson, Lufkin & Jenrette, Inc. (the "Company") and Credit Suisse Group (the
"Parent"), and subject to the closing of the Merger, Credit Suisse First Boston
Corp. ("CSFB") is happy to provide you with the following retention bonus and
pay guarantee package. For purposes of this Agreement, the term CSFB shall
include its successors.
1. TITLE; POSITION; LOCATION. You shall serve in the position at
CSFB with the duties and responsibilities set forth on Schedule A hereto, and at
the location set forth on Schedule A.
2. 2000 BONUS. The amount of your bonus for calendar year 2000 shall
be determined by the senior management of the Company in consultation with the
Chief Executive Officer of the CSFB business unit; provided, however that in no
event shall your bonus be less than 75 percent of your bonus for calendar year
1999 as set forth on Schedule A.
3. RETENTION AWARD. You shall receive the retention bonus set forth
on Schedule A (the "Retention Award"). The Retention Award will be paid in
registered shares of Parent common stock ("Parent shares") valued as of the
effective date of the Merger on the basis of the average for the five trading
days up to and including the effective date of the Merger of the closing sale
price of Parent shares, on a spot basis, on each such day or, if no such closing
sale takes place on any such day, the average of the closing bid and asked
prices thereof on such day, in each case as officially reported on the Swiss
Exchange. The Retention Award shall vest in equal 1/3 tranches on each of July
1, 2001, 2002 and 2003, provided you remain employed with CSFB or one of its
affiliates on such dates. If your employment is terminated by CSFB without Cause
(as such term is defined in Schedule B hereto), you die or are disabled or you
terminate your employment for Good Reason (as such term is defined in Schedule B
hereto) (in each case, a "Qualifying Termination"), then you will be immediately
fully vested in your Retention Award. Upon vesting of a portion of a Retention
Award the Company shall cause the appropriate number of registered shares of the
common stock of Parent to be delivered to you.
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4. STOCK OPTIONS. In the event of a Qualifying Termination, all of
your unvested Company stock options converted into Parent ordinary share options
at the Merger will immediately become fully vested and exercisable. You agree
not to exercise any stock options to acquire Company common stock until after
the effective date of the Merger and agree to use your best efforts to obtain
the commitment of other senior executives of the Company to refrain from
exercising their stock options until such time.
5. PAY GUARANTEE. For 2001, you will receive total compensation from
CSFB that is no less than 75% of your total compensation in 1999 from the
Company (including, without limitation, base salary, annual bonus, and long-term
incentives) as set forth in Schedule A, payable in accordance with the policies
applicable to similarly situated executives at CSFB. If you have a Qualifying
Termination after the closing of the Merger and prior to December 31, 2001, then
you will be paid in cash within ten business days of the termination any unpaid
compensation for the remainder of the guarantee period at the guaranteed level
(whether or not originally payable in cash or stock) as if you had continued
your employment through the end of such period. In the event of a Qualifying
Termination, any deferred bonus for a year prior to the year 2001 will also vest
and be paid out to you, whether such Qualifying Termination occurs before or
after December 31, 2001. A portion of the annual bonus in any year will be
deferred pursuant to the terms of the Credit Suisse Group International Share
Plan, provided that, with respect to the year 2000, the award under the 2000
Long Term Incentive Plan shall be considered to be deferred compensation and
shall therefore reduce the amount that would otherwise have been deferred
pursuant to the Share Plan.
6. LONG-TERM INCENTIVE PAYMENTS. Any long-term incentive payment
made to you for calendar year 2000 will vest on July 1, 2002, or the date that
you have a Qualifying Termination, if prior to such date. Such amount, if due,
will be paid to you on July 1, 2002.
7. BENEFITS. You shall continue to participate in existing private
equity plans, LBO plans, Merchant Banking Incentive Plans and Employee Fund of
Fund Plans (the "Funds") on the same basis as you now participate in these
funds. Participation in any new Funds will be commensurate with your position
and the terms of the Funds.
8. EXCISE TAX REIMBURSEMENT PAYMENT. In the event of a Qualifying
Termination, you will receive an excise tax reimbursement payment pursuant to
the terms and conditions set forth in Schedule B.
9. RESTRICTIVE COVENANTS. If, prior to July 1, 2002, you voluntarily
terminate your employment or you are terminated by CSFB or any of its
affiliates, you will provide CSFB with three months notice of termination (in
the case of a voluntary termination) and shall, for three months following such
termination of employment, (i) not engage in any Competitive Activity, (ii) not
engage in any Solicitation and (iii) not engage, directly or indirectly, in
disclosing or using Confidential Information. After June 30, 2002, such notice,
non-compete, non-solicitation and confidential information restrictive periods
shall be reduced to 30 days.
10. OTHER AGREEMENTS. This Agreement supersedes all prior agreements
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relating to the subject matter hereof between you and the Company or its
affiliates.
11. MISCELLANEOUS. CSFB's obligation to make the payments provided
for in this Agreement and otherwise to perform obligations hereunder shall not
be affected by any set-off other than of amounts payable under this Agreement
which CSFB or its affiliates may have against you or others. In no event shall
you be obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to you under any of the provisions of this
Agreement, and such amounts shall not be reduced whether or not you obtain other
employment.
12. GOVERNING LAW. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to principles of conflict of laws.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
IF TO THE EXECUTIVE: Donaldson, Lufkin & Jenrette
277 Park Avenue
New York, New York 10022
IF TO THE COMPANY: 11 Madison Avenue
New York, New York 10010
Attention: Global Director of Human Resources
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
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I am very excited about the opportunities ahead.
Sincerely,
/s/ Allen D. Wheat
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CSFB
Name: Allen D. Wheat
Title: President and Chief
Executive Officer
Agreed and accepted:
H.E. James
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H.E. James
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