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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-8408
THE ADVEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0950444
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
90 State House Square, Hartford, Connecticut 06103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(860) 509-1000
NONE
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value 8,448,712 Shares
Class Outstanding at July 31, 1996
Total of sequentially numbered pages 61
Exhibit index seqential page number 17
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The Advest Group, Inc.
Index
Page
No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 1996 and September 30, 1995 3
Consolidated Statements of Earnings
Three and Nine Months Ended June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows
Nine Months Ended June 30, 1996 and 1995 5
Consolidated Statement of Changes in Shareholders' Equity
Nine Months Ended June 30, 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II. Other Information
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 16
2
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<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The Advest Group, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share amounts) June 30,1996 September 30, 1995
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<S> <C> <C>
Assets (Unaudited)
Cash and short-term investments
Cash and cash equivalents $ 18,676 $ 7,294
Cash and securities segregated under federal and other regulations 244 31,259
- - - - - - - - - -
18,920 38,553
- - - - - - - - - -
Receivables
Brokerage customers, net 363,960 308,714
Loans, net 203,248 242,575
Securities borrowed 184,582 110,681
Brokers and dealers 3,953 2,391
Other 9,916 11,179
- - - - - - - - - -
765,659 675,540
- - - - - - - - - -
Securities
Trading, at market value 87,718 41,500
Held to maturity (market values of $22,846 and $31,473) 22,798 31,469
Available for sale, at market value 13,525 3,360
- - - - - - - - - -
124,041 76,329
- - - - - - - - - -
Other assets
Other real estate owned, net 2,359 5,799
Equipment and leasehold improvements, net 14,492 12,115
Other 21,711 22,479
- - - - - - - - - -
38,562 40,393
- - - - - - - - - -
$947,182 $830,815
==============================
Liabilities & Shareholders' Equity
Liabilities
Brokerage customers $276,254 $300,011
Deposits 203,038 235,656
Securities loaned 172,916 113,632
Compensation and benefits 18,942 16,529
Checks payable 20,436 6,751
Short-term borrowings 69,396 10,251
Brokers and dealers 3,547 9,744
Securities sold, not yet purchased, at market value 39,794 4,847
Other 15,376 16,670
- - - - - - - - - -
819,699 714,091
Long-term borrowings 19,282 17,240
Subordinated borrowings 20,552 20,552
- - - - - - - - - -
859,533 751,883
- - - - - - - - - -
Shareholders' Equity
Common stock, par value $.01, authorized 25,000,000 shares,
issued 10,668,355 and 10,584,488 shares 107 106
Paid-in capital 67,880 67,467
Retained earnings 32,690 22,956
Net unrealized gain (loss) on securities available for sale, net of taxes (73) 2
Treasury stock, at cost, 2,206,839 and 2,202,519 shares (12,955) (11,599)
- - - - - - - - - -
87,649 78,932
- - - - - - - - - -
$947,182 $830,815
==============================
<FN>
See Notes to Consolidated Financial Statements
3
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The Advest Group, Inc.
Consolidated Statements of Earnings
(Unaudited)
Month Ended Nine Months Ended
In thousands, except share June 30, June 30,
and per share amounts 1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Commissions $ 30,247 $ 22,166 $ 84,253 $ 59,317
Interest 14,046 14,268 41,263 42,025
Principal transactions 9,404 10,369 29,570 30,864
Investment banking 7,357 4,836 22,421 11,776
Asset management and administration 5,246 4,290 14,727 12,728
Gain on sale of investment
advisory business 627 9,249 627 10,092
Other 1,685 1,741 6,700 4,674
--------------- --------------- --------------- ---------------
Total revenues 68,612 66,919 199,561 171,476
--------------- --------------- --------------- ---------------
Expenses
Compensation and benefits 39,593 31,893 111,661 88,013
Interest 7,515 7,788 21,987 22,899
Communications 5,199 4,868 15,023 13,650
Occupancy and equipment 3,913 4,368 13,408 12,779
Business development 1,799 894 4,316 3,096
Professional 1,430 1,466 4,020 3,695
Brokerage, clearing and exchange 1,085 1,036 3,129 2,916
Provision for credit losses and
asset devaluation 708 6,294 1,224 9,867
Other 1,761 2,088 7,095 6,546
--------------- --------------- --------------- ---------------
Total Expenses 63,003 60,695 181,863 163,461
--------------- --------------- --------------- ---------------
Income before taxes 5,609 6,224 17,698 8,015
Provision for income taxes 2,524 2,917 7,964 3,687
--------------- --------------- --------------- ---------------
Net Income $ 3,085 $ 3,307 $ 9,734 $ 4,328
=============== =============== =============== ===============
Net income per common and common equivalent shares:
Primary $ 0.35 $ 0.38 $ 1.11 $ 0.50
Assuming full dilution $ 0.32 $ 0.34 $ 1.01 $ 0.49
Average common and common equivalent shares outstanding:
Primary 8,758 8,757 8,763 8,731
Assuming full dilution 10,275 10,351 10,287 10,293
<FN>
See Notes to Consolidated Financial Statements
4
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<TABLE>
The Advest Group, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended June 30,
In thousands 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 9,734 $ 4,328
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 5,864 6,409
Provision for credit losses and asset devaluation 1,224 9,867
Gain on sale of investment advisory business (627) (10,092)
Other 691 1,298
(Increase) decrease in operating assets:
Receivables from brokerage customers (55,324) 37,377
Securities borrowed (73,901) (58,202)
Trading securities (46,218) (7,729)
Cash and securities segregated under federal and other regulations 31,015 (22,853)
Other (128) 2,301
Increase (decrease) in operating liabilities:
Brokerage customers (23,757) (5,133)
Securities loaned 59,284 58,046
Securities sold, not yet purchased, at market value 34,947 364
Brokers and dealers (6,197) 642
Checks payable 13,685 3,482
Other (1,408) 507
------------------------------------
Net cash (used for) provided by operating activities (51,116) 20,612
------------------------------------
FINANCING ACTIVITIES
Net decrease in deposits (32,618) (32,756)
Proceeds from short-term borrowings 0 (529)
Repayment of short-term borrowings (5,208) (9,500)
Short-term brokerage borrowings, net 62,145 (16,703)
Proceeds from long-term borrowings 4,250 7,250
Repayment of long-term borrowings 0 (10,000)
Other (942) (1,317)
------------------------------------
Net cash provided by (used for) financing activities 27,627 (63,555)
------------------------------------
INVESTING ACTIVITIES
Proceeds from (payments for):
Sales of available for sale securities 19,080 0
Maturities of available for sale securities 1,191 0
Maturities of held to maturity securities 17,436 0
Purchase of available for sale securities (3,068) 0
Purchase of held to maturity securities (18,986) 0
Purchase of investment securities and short-term investments 0 (18,282)
Maturities of investments 0 14,293
Sales of investments 0 24,136
Sale of investment advisory business, net 65 9,874
Loans sold 45,637 32,155
Sales of OREO, net 3,395 2,882
Principal collections on loans 17,002 35,156
Loans originated (41,758) (47,166)
Other (5,714) (4,933)
------------------------------------
Net cash provided by investing activities 34,871 48,115
------------------------------------
Increase in cash and cash equivalents 11,382 5,172
Cash and cash equivalents at beginning of period 7,294 7,278
------------------------------------
Cash and cash equivalents at period end $ 18,676 $ 12,450
====================================
Interest paid $ 21,310 $ 22,055
Income taxes paid $ 7,243 $ 1,753
Non-cash activities:
Securities available for sale from investment securities $ 0 $ 20,891
Securities available for sale from held to maturity $ 9,962 $ 0
Securitization of mortgages $ 17,398 $ 1,028
<FN>
See Notes to Consolidated Financial Statements.
5
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<TABLE>
The Advest Group, Inc.
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
Net unrealized
gain (loss) on
securities
available
for
sale Total
$.01 par value net Share-
In thousands, except Common stock Paid-in Retained Treasury stock of holders'
share and per share amounts Shares Amount capital earnings Shares Amount taxes Equity
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance as of
September 30, 1995 10,584,488 $106 $67,467 $22,956 (2,202,519) $(11,599) $2 $78,932
Net Income 9,734 9,734
Exercise of
stock options 83,867 1 (69) 142,775 665 597
Repurchase of
common stock (267,454) (2,514) (2,514)
Sale of treasury stock
to equity plans 482 120,358 493 975
Change in unrealized gains,
(losses), net of taxes 10 10
--------------------------------------------------------------------------------------------------
Balance as of
June 30, 1996 10,668,355 $107 $67,880 $32,690 (2,206,839) $(12,955) $12 $87,734
==================================================================================================
<FN>
See Notes to Consolidated Financial Statements.
6
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<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statements:
The consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include
all of the information and notes required by generally accepted
accounting principles for complete financial statements. The
consolidated financial statements include the accounts of The
Advest Group, Inc. ("AGI"), a financial services holding company,
and all subsidiaries (collectively the "Company"). Principal
operating subsidiaries are Advest, Inc. ("Advest"), a broker-
dealer; Advest Bank (the "Bank"), a state-chartered savings bank,
Boston Security Counsellors ("BSC"), an investment advisor and
Billings & Co., Inc. ("Billings"), a company specializing in
private placement offerings primarily in real estate. All
significant intercompany transactions and accounts have been
eliminated in consolidation. All normal recurring adjustments
which, in the opinion of management, are necessary for a fair
presentation of the consolidated financial condition and results
of operations for the interim periods presented have been made.
Certain fiscal 1995 amounts have been reclassified in the
accompanying consolidated financial statements to provide
comparability with the current year presentation. The results of
operations for the interim periods are not necessarily indicative
of the results for a full year.
The statements should be read in conjunction with the Notes
to Consolidated Financial Statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations
included in the Company's Annual Report for the year ended
September 30, 1995, as filed with the Securities and Exchange
Commission on Form 10-K.
2. Summary of Significant Accounting Policies:
The Company adopted Statement of Financial Accounting
Standards ("SFAS") 114, "Accounting by Creditors for Impairment
of a Loan," effective October 1, 1995. Under SFAS 114, a loan is
considered impaired if it is probable that the Company will be
unable to collect scheduled payments according to the terms of
the loan agreement. The measurement of impaired loans is
generally based on the present value of expected cash flows
discounted at the loan's historical effective interest rate,
except that collateral dependent loans are measured for
impairment based on the observable market value or fair value of
the collateral less estimated selling costs. The Company
considers residential mortgage loans and consumer loans to be
small balance, homogenous loan portfolios, which under SFAS 114
are excluded from individual impairment measurement, and are
evaluated collectively for impairment. Such loans are
collectively evaluated for impairment using historical chargeoff
data, industry data and other trend analyses. An insignificant
delay (less than ninety days) in amounts due, or a shortfall (10%
or less) in the amount of scheduled payments due would not be
events that, when considered in isolation, would automatically
cause a loan to be considered impaired. Loans remain classified
as impaired until they are current as to scheduled payments and
the timely collection of future required payments is considered
probable. Income on impaired loans generally is recognized under
the cash method. Under the cash method, the amount of interest
recognized in any one period is limited to the lesser of the cash
amount received or an amount that is not more than that which
would have been earned at the contractual effective interest
rate. Loans that are deemed collateral dependent will recognize
income after the principal amount of the loan is recovered. All
loans more than ninety days delinquent will generally be placed
into non-accrual status. Loans less than ninety days delinquent
- 7 -
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may be placed on non-accrual status if management's analysis
indicates probable non-payment of the total amounts due under the
terms of the loan.
Nonperforming loans were $12.6 million and $11.7 million at
June 30, 1996 and September 30, 1995, respectively. Included in
the nonperforming loans at June 30, 1996 were $2.2 million of
impaired loans, of which $2.1 million were measured based upon
the fair value of the underlying collateral and $.1 million were
measured based upon the present value of expected future cash
flows. No allowance was necessary for the impaired loans and no
interest income was recorded on these loans for the nine months
ended June 30, 1996. The adoption of SFAS 114 resulted in no
additional provisions for loan losses. Accordingly, there was no
impact to the Company's financial condition or results of
operations.
As of October 1, 1995, the Company prospectively adopted
SFAS 122 "Accounting for Mortgage Servicing Rights." The
statement requires that a separate asset be recognized that
represents Originated Mortgage Servicing Rights ("OMSRs"), the
right to service mortgage loans for others. Under SFAS 122, the
Bank allocates the total cost of mortgage loans sold in the
secondary market to the OMSRs and the loans, based upon their
relative fair values. OMSRs generally are evaluated for
impairment in the aggregate based on quoted prices in active
markets. When such quotations are not available, OMSRs are
evaluated on the estimated discounted present value of the
expected cash flows using industry consensus assumptions. At each
reporting period OMSRs carrying values are adjusted to the lower
of their book value or the current valuation. Any impairment is
recognized through a charge to earnings and the establishment of
an impairment allowance. Amortization schedules are also
adjusted periodically, if necessary, to reflect current consensus
prepayment assumptions. Retroactive capitalization of OMSRs for
loans sold prior to adoption of SFAS 122 is prohibited.
In November 1995, the FASB issued a special report which
allowed a one time election to transfer securities from the held
to maturity classification, provided such transfers were effected
on or before December 31, 1995. Pursuant to the FASB's action,
on December 22, 1995 the Company transferred $9.9 million of
securities to the available for sale category from held to
maturity. The assets were transferred at fair value with a net
unrealized loss of $61,000.
3. Capital and Regulatory Requirements:
Advest is subject to the net capital rule adopted and
administered by the New York Stock Exchange, Inc. ("NYSE") and
the Securities and Exchange Commission. Advest has elected to
compute its net capital under the alternative method of the rule
which requires the maintenance of minimum net capital equal to 2%
of aggregate debit balances arising from customer transactions,
as defined. The NYSE also may require a member firm to reduce
its business if net capital is less than 4% of aggregate debit
balances and may prohibit a member firm from expanding its
business and declaring cash dividends if net capital is less than
5% of aggregate debit balances. At June 30, 1996, Advest's
regulatory net capital of $42.6 million was 11% of aggregate
debit balances and exceeded required net capital by $34.9
million.
The Federal Deposit Insurance Corporation ("FDIC") requires
most banks to establish and maintain leverage capital of 4% to
5%. Pursuant to a Memorandum of Understanding (the "MOU") with
the Regional Director of the FDIC and the Banking Commissioner of
the State of Connecticut, the Bank is required to exercise all
reasonable good faith efforts to achieve (generally within
unspecified time periods) certain goals, including among others:
to achieve and maintain a leverage capital ratio of at least 6%
and comply with existing risk-based capital requirements, to
ensure that there are adequate loan loss reserves and quarterly
evaluations of such reserves, to reduce the level of overdue and
non-accrual loans to not more than 5% of total loans, to reduce
the level of adversely
- 8 -
<PAGE>
classified assets to not more than 40% of total capital and
reserves, to develop a written policy addressing concentrations
of credit and to provide periodic progress reports to regulatory
agencies.
At June 30, 1996, the Bank's leverage capital, risk-based
capital and Tier 1 capital ratios were 6.06%, 9.93% and 8.67%,
respectively, which met all regulatory requirements. In
addition, the Bank has attained full compliance with all
requirements of the MOU it operates under.
4. Employee Benefit Plans:
Equity Plans
In January 1996, the Company implemented equity investment
plans which cover executive officers (the "Executive Plan") and
eligible top performing account executives and designated key
employees of the Company (the "1996 Equity Plan"). The plans are
similar to plans offered by the Company during calendar 1995.
Under the 1996 Equity Plan, participants may elect to invest part
of their 1996 compensation, within established minimum and
maximum amounts, on a pre-tax basis in units consisting of one
share of AGI common stock and one option to purchase a single
share of AGI common stock. The stock iswill be purchased from
AGI treasury stock on a monthly basis and iswill be restricted
until the January 1, 2000 vesting date. 78,305 Ooptions werewill
be granted on June 30July 1, 1996. Additional options will be
granted and January 1, 1997. All optionsand will become
exercisable for two years beginning on the January 1, 2002
vesting date. Vesting may be accelerated under certain
circumstances if the participant's employment terminates.
Employees may forfeit both unvested stock and options under
circumstances outlined in the Equity Plan's prospectus. The
terms of the Executive Plan are similar in most respects to the
Equity Plan. The principal differences are that shares of AGI
stock will be purchased on the open market on a quarterly basis
and the options will be granted under the 1993 Stock Option Plan.
5. Loans
Loans at June 30, 1996 and September 30, 1995 consist of the
following:
- -----------------------------------------------------------------
June 30, September 30,
In thousands 1996 1995
- -----------------------------------------------------------------
Mortgages:
Commercial $ 42,334 $ 52,945
Multi-family 11,391 12,257
1-4 family residential 143,195 170,414
Commercial 3,149 3,956
Consumer 1,029 972
Installment note and lease loan
financing 1,636 1,811
Other 1,261 1,444
--------- ---------
Total loans 203,995 243,799
Net deferred loan costs 1,642 1,110
--------- ---------
Total loans, net of
unearned income 205,637 244,909
Allowance for credit losses (2,389) (2,334)
--------- ---------
- -----------------------------------------------------------------
Net loans $203,248 $242,575
========= =========
- -----------------------------------------------------------------
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An analysis of the allowance for credit losses for the nine
months ended June 30, 1996 and 1995 is as follows:
- -----------------------------------------------------------------
- --
June 30, June 30,
In thousands 1996 1995
- -----------------------------------------------------------------
- --
Balance at beginning of
period $2,334 $4,900
Provision charged to operating
expense 904 1,382
Recoveries on loans 225 97
Loans charged off (1,074) (3,774)
------- -------
Balance at end of period $2,389 $2,605
======= =======
At June 30, 1996, and June 30, 1995 the Bank had nonaccrual
loans of $2,190,000 and, $1,854,000, respectively. Had these
loans performed in accordance with their original terms, interest
income of $221,000 and $416,000 would have been recorded for the
nine months ended June 30, 1996 and June 30, 1995, respectively.
6. Capitalized Mortgage Servicing Rights
An analysis of the Bank's Capitalized Mortgage Servicing
Rights at June 30, 1996 follows:
----------------------------------------
June 30,
In thousands 1996
----------------------------------------
Balance at beginning of period $ --
Additions 249
Less: Amortization (7)
-------
Balance at end of period $242
=======
-----------------------------------------
The Bank had no valuation allowance at any time during the
nine months ended June 30, 1996.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
The Company is engaged in securities brokerage, trading,
investment banking, consumer lending, asset management, trust and
related financial services. All aspects of the Company's
business are highly competitive and regulated and impacted by a
variety of factors outside of its control including the economy,
interest rates, the political climate and investor sentiment. As
a result, revenues and operating results can vary significantly
from one reporting period to the next.
The Company reported its sixteenth consecutive quarterly
profit for the third quarter ending June 30, 1996. Net income
was $3.1 million ($.35 per share) compared with $3.3 million
($.38 per share) in the prior year. Total revenues increased
$1.7 million (3%) to $68.6 million, however, excluding revenue
derived from the fiscal 1995 sale of the Company's proprietary
mutual fund advisory business, revenues increased $10.3 million
(18%). Current quarter revenues include $.6 million related to
the 1995 sale of the Company's six taxable Advantage Family Funds
which sales agreement called for additional payments contingent
on net assets and future fund sales. Results for the 1995
quarter included a $6.0 million pre-tax charge on the sale of
certain performing and nonperforming assets of the Bank under an
accelerated asset disposition plan.
In January 1996, the Company relocated its corporate
offices, including Advest and its Hartford-based retail sales
office and the Bank and its one branch office. The new address
is
90 State House Square, Hartford, CT 06103. Advest's new
telephone number is (860) 509-1000. The Bank's new telephone
number is (860) 509-3000.
Advest, Inc.
The securities markets were turbulent during the June
quarter as economic growth and low unemployment fueled concerns
of an interest rate hike. The major stock indices achieved new
highs during the quarter and closed up from the March quarter but
down from their peaks. The bond market rallied at quarter end
amid growing confidence that the Federal Reservefed would not
raise rates. This pushed the benchmark treasury bond yields
below 7% for the first time since early June. In the
underwriting arena, volume topped $40 billion for the quarter, a
new record, however, by quarter end, increased numbers of new
issues were being delayed and/or priced below target.
In this favorable environment, Advest reported its 22nd
consecutive quarterly profit, posting pre-tax income of $5.5
million, a 59% increase from $3.4 million last year. Total
revenues were $62.8 million, up 23% from 1995 and the fourth
consecutive quarter of record revenues for the broker/dealer.
Commission and asset management revenues increased 36% and 39%,
respectively, as both achieved record levels during the current
quarter. Investment banking revenues increased 52% year to year
with notable gains posted from all underwriting activities.
Advest Bank
The Bank posted pre-tax income of $100,000 for the current
quarter compared with a pre-tax loss of $5.7 million a year ago.
Through nine months, the Bank has posted pre-tax earnings of
$700,000 compared with a pre-tax loss of $8.9 million in 1995.
Year to date results for 1995 include approximately $8.8 million
in pre-tax charges (including $6.0 million in the June quarter,
as previously noted) related to an accelerated asset disposition
program implemented by the Bank. The program resulted in the
sale or transfer of substantial levels of the Bank's
nonperforming assets ("NPAs"). At June 30, 1996, the Bank's NPAs
were $3.2 million (1.4% of total Bank assets) compared with $11.8
million (4.0% of total Bank assets) a year ago, a 73% decline.
- 11 -
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At June 30, 1996, the Bank's leverage capital, risk-based
capital and Tier 1 capital ratios were 6.06%, 9.93% and 8.67%,
respectively, which met all regulatory requirements. In
addition, the Bank has attained full compliance with all
requirements of the MOU it operates under.
Results of Operations
Three Months Ended June 30, 1996 Versus
Three Months Ended June 30, 1995
Net revenues, total revenues less interest expense, were
$61.1 million, an increase of $2.0 million (3%). As previously
noted, exclusive of the gain from the 1995 sale of the Company's
mutual fund advisory business, net revenues increased more than
$10.0 million. Expenses, excluding interest, increased $2.6
million (5%) to $55.5 million, as a $7.7 million (24%) increase
in compensation costs was partly offset by a $5.6 million (89%)
decline in loss provisions for credit losses and asset
devaluation.
Agency commissions increased $8.1 million (36%) to $30.2
million, led by over-the-counter issues up $3.0 million (88%),
mutual funds up $2.7 million (43%), and insurance products,
substantially variable annuities, up $1.4 million (168%) year-to-
year. Commissions from listed securities increased $1.0 million
(9%).
Investment banking revenues increased $2.5 million (52%) to
$7.4 million, reflecting the record underwriting pace on Wall
Street. Equity underwriting fees and commissions accounted for
$2.4 million of the increase. Underwriting fees in the public
finance area increased $.3 million. Merger and acquisition and
consulting and valuation fee income declined a total of $.4
million from the 1995 quarter.
Asset management revenues increased $1.0 million (22%) to
$5.2 million. Advest's income increased $1.4 million (39%)
primarily due to higher levels of fee-based assets ($1.9 billion
at June 30, 1996) and higher service fees. BSC's revenue
declined $.4 million (58%) due to the sale of the advisory
business related to the Company's proprietary Advantage Family of
Mutual Funds during fiscal 1995. Prescott Crocker, formerly a
portfolio manager for the Advantage Funds, was recently named
president of BSC.
Revenue from principal transactions declined $1.0 million
(9%) to $9.4 million. Equity commissions increased fifty percent
to $4.9 million on the strength of heavy NASDAQ trading during
the quarter. The increase was more than offset by a current
quarter loss of $1.3 million from equity trading and a $.8
million combined year to year decline in trading profits on all
fixed income inventories. Commissions on debt securities
declined $.3 million (5%), reflecting investor uncertainty about
an interest hike.
Net interest income was $6.5 million, substantially
unchanged from 1995. Advest's net interest rose $.4 million (9%)
primarily due to significantly higher margin debits in the
current year. The Bank's net interest income declined $.6 million
(24%) primarily due to a planned reduction in its asset base.
Compensation costs increased $7.7 million (24%) primarily
due to higher sales-related compensation and incentives and
higher general payroll at Advest. BSC's compensation declined
$144,000 (47%) due to the fiscal 1995 sale of the Company's
advisory business related to its proprietary mutual funds. The
provision for credit losses and asset devaluation decreased $5.6
million (89%) primarily due to a $6.0 million pre-tax charge in
the 1995 quarter related to the accelerated disposition of
certain Bank assets. Business development expenses more than
doubled to $1.8 million as a result of increased sales promotion
activities. Occupancy and equipment costs declined $.5 million
(10%) in the current year primarily due to savings related to the
January 1996 relocation of the Company's headquarters to office
space with less square footage and, accordingly,
- 12 -
<PAGE>
lower rent and utilities. Other expenses decreased $.3 million
primarily due to lower carrying costs of OREO.
Nine Months Ended June 30, 1996 Versus
Nine Months Ended June 30, 1995
Net revenues increased $29.0 million (20%) to $177.6
million. Year-to-date commission, investment banking, asset
management, principal transactions and net interest revenues are
consistent with the June quarter discussion.
Through nine months, other income increased $2.0 million
(43%) to $6.7 million due to higher fee income at Advest, gains
on sales of residential mortgages by the Bank and a $.9 million
first quarter gain on the sale of an equity investment held by
Advest. In the 1995 period, other income included a $.5 million
gain on the sale of an exchange seat.
Net expenses increased $19.3 million (14%) to $159.9
million. Compensation costs increased $23.6 million primarily
due to higher salesmen's and other volume-related compensation at
Advest. Communications costs increased $1.4 million (10%) due
primarily to higher variable costs associated with securities
transaction volume and upgraded quote and other brokerage
services. The provision for credit losses and asset devaluation
declined $8.6 million (88%) due to $8.8 million in chargeoffs in
the 1995 period related to the accelerated disposition of certain
Bank assets. Other expenses increased $.6 million (8%) due
primarily to a first quarter legal settlement and higher software
expenses which were partly offset by declines in the Bank's
federal insurance premiums and lower carrying costs of OREO.
Liquidity and Capital Resources
Nine Months Ended June 30, 1996
Total assets increased $116.4 million (14%). Margin debits
increased $55.2 million (18%) and payables to brokerage customers
declined $23.8 million (8%) resulting in a $31.0 million (99%)
decline in Advest's segregated cash and securities. Securities
borrowed increased $73.9 million (67%) and securities loaned
increased $59.3 million (52%) as the Company continues to grow
this business activity. Loans declined $39.3 million (16%) and
deposits at the Bank declined $32.6 million (14%) in accordance
with the Company's intention to reduce the Bank's asset base.
Trading securities increased $46.2 million (111%) and securities
sold short increased $34.9 million (721%) primarily as a result
of corporate bond trading activities initiated by Advest during
the March quarter. Short-term borrowings increased $59.1 million
(577%) primarily to finance higher securities inventory levels at
Advest. The increase in borrowings is also attributable to the
securities markets conversion to same day funds settlement in
February 1996. There have been no other material changes to the
Company's liquidity or capital resources since September 30,
1995.
In July 1996, the Company's lead lending bank doubled
Advest's secured, uncommitted line of credit to $90 million.
Advest had requested the increase primarily as a result of
increased borrowing requirements to finance its inventories.
- 13 -
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
The Company has been named as defendant in various legal
actions. These actions have arisen principally from the
securities and investment banking business. In the opinion of
management, based on discussion with counsel, the outcome of
these matters will not result in a material adverse effect on the
financial condition or future operating results of the Company.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit Description
------- -----------
10(a) First, Second, Third and Fourth Amendments to The
Advest Thrift Plan
10(b) Non-Employee Director Equity Plan
10(c) 1996 Executive Equity Plan
10(e) First Amendment to Nonqualified Executive Post-
Employment Income Plan
10(f) Second Amendment to the Advest, Inc. Account
Exceutive Nonqualified
Defined Benefit Plan
10(g) Key Professionals Equity Plan
10(h) Amended and Restated Employment Agreement with Chief
Executive Officer.
11 Computation of Net Income Per Share
27 Financial Data Schedule (Selected financial data - for
EDGAR electronic filing only to SEC)
Coopers & Lybrand L.L.P. report on limited review
performed on financial information contained herein
(see page 15).
(b) Reports on Form 8-K
None
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<PAGE>
Report of Independent Accountants
To the Shareholders and Board of Directors of The Advest Group,
Inc.:
We have reviewed the accompanying consolidated balance sheet of
The Advest Group, Inc. and subsidiaries as of June 30, 1996, and
the related consolidated statements of earnings for the three-
month and nine-month periods ended June 30, 1996 and 1995, and
cash flows for the nine-month periods ended June 30, 1996 and
1995, and changes in shareholders' equity for the nine-month
period ended June 30, 1996. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with Statements on
Standards of Accounting and Review Services issued by the
American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquires of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the aforementioned
consolidated financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of
September 30, 1995, and the related consolidated statements of
earnings, changes in shareholders' equity and cash flows for the
year then ended (not presented herein), and in our report dated
October 26, 1995, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance
sheet as of September 30, 1995, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from
which it has been derived.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
July 18, 1996
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<PAGE>
Signatures
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant duly caused this report to be signed
on its behalf by the thereunto duly authorized.
The Advest Group, Inc
------------------------
Registrant
Date August 9, 1996 /s/Allen Weintraub
--------------------- -------------------------
Allen Weintraub,
Chairman of the Board and
Chief Executive Officer
Date August 9, 1996 /s/Martin M. Lilienthal
--------------------- -------------------------
Martin M. Lilienthal,
Senior Vice President and
Chief Financial Officer
- 16 -
<PAGE>
Exhibit Index
Exhibit Description Pages
- -----------------------------------------------------------------
10(a) First, Second, Third and Fourth Amendments to the
Advest Thrift Plan 18 - 22
10(b) Non-Employee Director Equity Plan 23 - 30
10(c) 1996 Executive Equity Plan 31 - 37
10(e) First Amendment to Nonqualified Executive Post-
employment Income Plan 38
10(f) Second Amendment to the Advest, Inc. Account Executive
Nonqualified Defined Benefit Plan. 39
10(g) Key Professionals Equity Plan 40 - 49
10(h) Amended and Restted employment Agreement with Chief
Executive Officer 50 - 58
11 Computation of Net Income Per Share 59 - 60
27 Financial Data Schedule (Selected financial data - for
EDGAR electronic filing only to SEC) 61
17
<PAGE>
Exhibit 10(a)
FIRST AMENDMENT TO
THE ADVEST THRIFT PLAN
Effective as of January 1, 1994
1. Article XVII of The Advest Thrift Plan (the "Plan"),
is hereby amended by adding the following new Section 17.12 to the
end thereof, to read in its entirety as follows:
"17.12 In addition to other applicable limitations set
forth in the Plan, and notwithstanding any other provision of the
Plan to the contrary, for Plan Years beginning on or after January 1,
1994, the annual Compensation and 414(s) Compensation of each
Employee taken into account under the Plan shall not exceed the OBRA
`93 annual compensation limit. The OBRA `93 annual compensation
limit is $150,000, as adjusted by the Commissioner for increases in
the cost of living in accordance with Code Section 401 (a) (17) (B).
the cost-of-living adjustment in effect for a calendar year applies
to any period, not exceeding 12 months, over which Compensation and
414 (s) Compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of fewer
than 12 months, the OBRA `93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is
12.
For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Code Section 401 (a)
(17) shall mean the OBRA `93 annual compensation limit set forth in
this provision."
As adopted by the
Advest Group, Inc.
Board of Directors on
June 8, 1995
SECOND AMENDMENT
THE ADVEST THRIFT PLAN
Effective as of January 1, 1989
1. Section 2.14 of The Advest Thrift Plan (the "Plan") is
hereby amended to read in its entirety as follows:
"2.14 `Compensation' shall mean the base pay, plus any
premiums for overtime or night work, plus any additional compensation
under any bonus or incentive plans
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<PAGE>
paid to an Employee during the Plan Year, including any salary
deferrals under a plan intended to meet the requirements of either
Section 401(k) or Section 125 of the Code. Compensation in excess of
$200,000 shall be disregarded; provided, however, that such limit
shall be adjusted as permitted under Section 401(a) (17) of the Code.
In applying this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of
Code Section 414(q) (6) because such Participant is either a `five
percent owner' of the Employer or one of the ten (10) Highly
Compensated Employees paid the greatest Code Section 415 Compensation
during the year, shall be treated as a single Participant, except
that for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year. If, as a result of
the application of such rules the adjusted $200,000 limitation is
exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's
Compensation prior to the application of this limitation, or the
limitation shall be adjusted in accordance with any other method
permitted by Regulation."
2. Section 2.20 of the Plan is hereby amended to read in its
entirety as follows:
"2.20 `ESOP Compensation' shall mean the total payments
received by a Participant from the Employer during the Plan Year and
reportable on his Internal Revenue Service Form W-2, including any
amounts deferred by a Participant under a qualified cash or deferred
arrangement maintained by the Employer pursuant to Section 401(k) of
the Code and the amount of any reduction in a Participant's
compensation under a cafeteria plan maintained by the Employer
pursuant to Section 125 of the Code, and excluding amounts in excess
of $60,000, multiplied by the sum of one (1) plus a fraction, the
numerator of which is the Participant's Years of Service (not to
exceed twenty (20)) and the denominator of which is forty (40). In
applying this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of
Code Section 414(q) (6) because such Participant is either a `five
percent owner' of the Employer or one of the ten (10) Highly
Compensated Employees paid the greatest Code Section 415 Compensation
during the year, shall be treated as a single Participant, except
that for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year.
3. Section 2.24 of the Plan is hereby amended to read in its
entirety as follows:
"2.24 `414(s) Compensation' shall mean, with respect
to any Employee, his deferred compensation plus Code Section 415
Compensation paid during a Plan Year. The amount of 414(s)
Compensation with respect to any Employee shall include 414(s)
Compensation during the twelve (12) month period ending on the last
day of the Plan Year, except that for Plan Years beginning prior to
January 1, 1990, 414(s) Compensation shall only be recognized as of
an Employee's effective date of participation in the Plan. 414(s)
Compensation in excess of $200,000 shall be disregarded; provided,
however, that such limit shall be adjusted at the same time and in
the same manner as provided under Section 415(d) of the Code. In
applying this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of
Code Section 414(q) (6) because such Participant is either a `five
percent owner' of the Employer or one of the ten (10) Highly
Compensated Employees paid the greatest Code Section 415 Compensation
during the
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<PAGE>
year, shall be treated as a single Participant, except that for this
purpose Family Members shall include only the affected Participant's
spouse and any lineal descendants who have not attained age nineteen
(19) before the close of the year."
4. Section 2.41 of the Plan is hereby amended by adding the
following new sentence to the end thereof:
"The assets of the Plan shall be valued, and each Participant's
Account shall be adjusted for income or loss on each Valuation Date."
5. Section 5.1(b) of the Plan is hereby amended to read in its
entirety as follows:
"The Employer shall contribute to the Plan (for allocation to
Participant's 401(k) Accounts) for each Plan Year, within the time
prescribed by law for filing of the income tax year for the Company's
fiscal year, including extensions thereof, an amount on behalf of
each active Participant, as determined by the Board, subject to the
limitations of Section 5.14 hereof, according to one or both of the
following formulas:
1. The Employer Percentage Contribution Formula. The Employer
shall contribute an amount determined by the Board, which shall be
allocated among the 401(k) Accounts of each Active Participant in
proportion to such Active Participant's Compensation. Such
contribution for any calendar quarter shall only be allocated to
Participants who are Active Participants as of the last day of such
calendar quarter.
2. The Employer Matching Contribution Formula. The Employer
shall contribute to the Plan such amount as shall be determined by
the Board, and such amount shall be allocated among the 401(k)
Accounts of each Active Participant in proportion to such Active
Participant's Employee contributions which are collected by payroll
deduction. Such contribution shall only be allocated to Participants
with respect to Employee contributions made in a calendar quarter if
such Participants were Active Participants as of the last day of such
calendar quarter."
6. Section 5.4(a)(1) of the Plan is hereby amended to read in
its entirety as follows:
"Within 12 months after the end of the Plan Year, the Employer
may make an additional Employer contribution, designated as an
Employee contribution on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy one of the tests set
forth in Section 5.3. Such contribution shall be allocated in
proportion to each such Non-Highly Compensated Participant's
Compensation, and shall be treated as an Employee contribution for
purposes of Articles VI and VIII of the Plan; or"
7. Section 5.4 of the Plan is hereby further amended by adding
the following new paragraph to the end thereof, to read in its
entirety as follows:
"For purposes of this Section 5.4, `income' means the income or
losses allocable to excess contributions which shall equal the
allocable gain or loss for the Plan Year. The income allocable to
excess contributions for the Plan Year is determined by multiplying
the
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<PAGE>
income for the Plan Year by a fraction. The numerator of the
fraction is the excess contribution for the Plan Year. The
denominator of the fraction is the total Participant's 401(k) Account
attributable to Employee contributions as of the end of the Plan
Year, reduced by the gain allocable to such total amount for the Plan
Year and increased by the loss allocable to such total amount for the
Plan Year."
8. Section 5.6 of the Plan is hereby amended by adding the
following new paragraph to the end thereof, to read in its entirety
as follows:
"For purposes of this Section 5.6, `income' means the income or
losses allocable to excess matching contributions which shall equal
the allocable gain or loss for the Plan Year. The income allocable
to excess matching contributions for the Plan Year is determined by
multiplying the income for the Plan Year by a fraction. The
numerator of the fraction is the excess matching contribution for the
Plan Year. The denominator of the fraction is the total
Participant's 401(k) Account attributable to Employer matching
contributions as of the end of the Plan Year, reduced by the gain
allocable to such total amount for the Plan Year and increased by the
loss allocable to such total amount for the Plan Year."
THIRD AMENDMENT TO
THE ADVEST THRIFT PLAN
Effective as of January 1, 1995
Section 5.1(b) of The Advest Thrift Plan is hereby amended to
read in its entirety as follows:
"The Employer shall contribute to the Plan (for allocation to
Participant's 401(k) Accounts) for each Plan Year, within the time
prescribed by law for filing of the income tax return for the
Company's fiscal year, including extensions thereof, an amount on
behalf of each Active Participant, as determined by the Board,
subject to the limitations of Section 5.14 hereof, according to one
or both of the following formulas:
1. The Employer Percentage Contribution Formula. The Employer
shall contribute an amount determined by the Board, which shall be
allocated among the 401(k) Accounts of each Active Participant in
proportion to such Active Participant's Compensation earned while an
Active Participant. Such contribution for any calendar quarter shall
only be allocated to participants who are Active Participants as of
the last day of such calendar quarter.
2. The Employer Matching Contribution Formula. The Employer
shall contribute to the Plan an amount to be allocated among the
401(k) Accounts of each Active Participant for each Active
Participant equal to such Active Participant's Employee
contributions, not in excess of 2% of such Active Participant's
Compensation earned while an Active Participant, which are collected
by payroll deduction. Such contribution shall only be allocated to
Participants with respect to Employee contributions made in a
calendar quarter if such Participants were Active Participants as of
the last day of such calendar quarter."
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<PAGE>
FOURTH AMENDMENT TO
THE ADVEST THRIFT PLAN
THIS FOURTH AMENDMENT to The Advest Group, Inc. Thrift Plan (the
"Plan") is made effective as of August 8, 1996.
W I T N E S S E T H
WHEREAS, the Plan was established effective December 31, 1992
through the merger and restatement of predecessor benefit plans;
WHEREAS, the Plan subsequent thereto was amended on three
occasions; and
WHEREAS, the Company believes that it is now appropriate to
further amend the Plan to provide for certain changes in which Plan
expenses and forfeitures of shares held in ESOP accounts are treated;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 13.3 of The Advest Thrift Plan (the "Plan") is
hereby amended to read in its entirety as follows:
"13.3 Expenses. Notwithstanding anything to the contrary
herein, all expenses of the administration of the Trust Fund, and
other expenses incident to the termination and distribution of the
Trust Fund, incurred prior to or after the termination of the Plan,
shall be paid from the Trust Fund, unless voluntarily paid by the
Employer."
2. Section 5.13 of the Plan is hereby amended to read in its
entirety as follows:
"5.13 Allocation of Forfeitures. As of the end of each Plan
Year, the Administrator shall determine the value of forfeitures,
pursuant to Section 10.13 hereof, during the Plan Year then ending.
The Administrator shall use the portion of such forfeitures
attributable to Employer contributions pursuant to Section 5.1(b) and
earnings thereon to reduce the Employer contribution calculated
pursuant to Section 5.1(b) for the Plan Year in which such
forfeitures occur. The Administrator shall apply the portion of such
forfeitures attributable to amounts held in Participants' ESOP
Accounts to the payment of administration of the Trust Fund, with any
remaining balance allocated among the ESOP Accounts of Active
Participants in proportion to each Active Participant's ESOP
Compensation for such Plan Year."
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be effective as of the date first written above.
THE ADVEST GROUP, INC.
By:/s/ Allen Weintraub
--------------------
Allen Weintraub
Chairman and Chief Executive Officer
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<PAGE>
Exhibit 10(b)
THE ADVEST GROUP, INC.
NON-EMPLOYEE DIRECTOR EQUITY PLAN
The Advest Group, Inc. (the "Company") hereby establishes the
Non-Employee Director Equity Plan, for non-employee directors of the
Company. The purposes of the Plan are to provide non-employee
directors with incentives to improve the Company's performance by
increasing their level of stock ownership and to provide an
additional means of attracting and retaining non-employee directors.
ARTICLE I
DEFINITIONS
When used herein, each of the following terms shall have the
corresponding meaning set forth below unless a different meaning is
plainly required by the context in which a term is used.
Section 1.1. "Beneficiary" means any person (including, but not
limited to, a Participant's estate) designated by a Participant on a
form provided or approved by the Committee to receive any Stock to
which such Participant shall be entitled upon such Participant's
death in accordance with the terms of the Plan. No designation of
Beneficiary shall be effective until filed with the Committee. If
more than one Beneficiary shall be designated, the Beneficiaries
shall share equally in any rights or interests of the Participant
under the Plan. If a Participant shall fail to file a valid
designation form, or if all persons designated on the designation
form shall have predeceased the Participant, the Company shall
distribute all of the Participant's Stock to which he shall have been
entitled upon his death to such Participant's estate.
Section 1.2. "Board of Directors" means the Board of Directors
of the Company or the Executive Committee of such Board.
Section 1.3. "Code" means the Internal Revenue Code of 1986, as
amended.
Section 1.4. "Committee" means an administrative committee
designated to administer this Plan in accordance with Article VII.
Section 1.5. "Company" means The Advest Group, Inc. and any
successor thereto by merger, consolidation, purchase or otherwise.
Section 1.6. "Compensation" for any Deferral Period means the
amount of earnings due to the Participant in their capacity as
director during the Deferral Period as defined by the Company.
Compensation will be calculated on income before deductions for
Federal, state or local taxes or other tax.
Section 1.7. "Deferral Period" for any Participant and for any
calendar year, means the period beginning on the first day of any
calendar year (beginning with 1996) and ending on the earliest of:
(a) the termination of the Participant's employment with the Company
or an
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<PAGE>
Affiliate, (b) the termination of the Plan in accordance with Article
VI, or (c) the last day of such calendar year.
Section 1.8. "Deferred Amount" or "Amount Deferred" for any
period means that portion of a Participant's Compensation deferred
for investment in Restricted Stock during that period in accordance
with Section 3.1.
Section 1.9. "Effective Date" means January 1, 1996.
Section 1.10. "Participant" means a non-employee director
participating in the Plan as provided in Article II.
Section 1.11. "Plan" means "The Advest Group, Inc. Non-Employee
Director Equity Plan", also sometimes referred to as the "Non-
Employee Director Stock Purchase Plan".
Section 1.12. "Purchase Price" for each share of Restricted
Stock shall mean one-hundred percent (100%) of the closing price per
share of the Stock on the Composite Tape of the New York Stock
Exchange on the day the Restricted Stock is purchased.
Section 1.13. "Restricted Period" with respect to any shares of
Restricted Stock acquired under this Plan, shall mean the period
commencing on the acquisition of such Restricted Stock and concluding
on the earlier of (a) the fifth anniversary of the end of the
calendar year with respect to which the Restricted Stock was acquired
and (b) the date the Participant is no longer a member of the Board
of Directors as a result of death or disability or other cause,
unless such departure was as a result of voluntary resignation or
failure to stand for reelection.
Section 1.14. "Restricted Stock" means the unsecured right to
receive shares of Stock subject to the restrictions set forth in
Article IV which rights are accrued on behalf of Participants with
Deferred Amounts.
Section 1.15. "Stock" means the common stock of the Company.
Section 1.16. "Voluntary Election" shall mean an election made
by any Participant to defer a percentage of his or her annual
retainer higher than 50% or any percentage of his or her other fees,
in each case up to a maximum of 100%. A Voluntary Election for any
Deferral Period shall be made on such forms as the Committee may
prescribe according to Section 7.2(h). Such election shall be made
on or prior to the beginning of the applicable Deferral Period.
Once a Voluntary Election has been made by a Participant for a
Deferral Period it may not be changed during the Deferral Period.
ARTICLE II
PARTICIPATION
Section 2.1. Participants. Any non-employee director of the
Company who receives any Compensation during calendar 1996 or any
subsequent calendar year during the term of
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<PAGE>
the Plan will become a participant in the Plan for that calendar year
(each such person is referred to as a "Participant").
Section 2.2. Duration of Participation. A Participant shall
cease to be a Participant on the earliest of: (a) the date all
Restricted Periods with respect to all shares of Restricted Stock
purchased hereunder end, or (b) the date the Plan is terminated in
accordance with Article VI.
ARTICLE III
DEFERRAL AND RESTRICTED PERIOD
Section 3.1. Amount Deferred. During any Deferral Period for
each Participant the Deferred Amount will be as follows: (a) with
respect to any payments of annual retainer he or she is otherwise
due, 50%, or such greater percentage as he or she has elected in a
Voluntary Election, and (b) with respect to any payments of per
meeting or other fees, such percentage as he or she has elected in a
Voluntary Election. Amounts deferred hereunder shall be withheld
from payments to Participants at such time as they would otherwise be
made.
Section 3.2. Investment in Restricted Stock. On the 5th
business day after the earning release for any calendar quarter
during which amounts have been deferred, the total of a Participant's
Deferred Amounts under Section 3.1 shall be applied to acquire
Restricted Stock for such Participant at the then Purchase Price. No
interest or other earnings shall accrue on amounts deferred prior to
acquisition of Restricted Stock. Fractional shares of Restricted
Stock may be acquired by a Participant; provided, that the Committee
may establish procedures to eliminate any fractional holdings in a
manner equitable to the Participants.
Section 3.3. Delivery of Stock. Shares of Stock shall be
transferred to a Participant's brokerage account with Advest within a
reasonable time after, and only after, the Restriction Period with
respect to such Restricted Stock shall end.
ARTICLE IV
ACCOUNTING AND FUNDING
Section 4.1. Book Reserve. The Company shall credit to a book
reserve those amounts of Restricted Stock provided for in this Plan
for each Participant.
Section 4.2. Nonalienation of Payment. This Plan shall be
binding upon and inure to the benefit of the Company, its successors
and assigns and the Participant and the Participant's heirs,
executors, administrators and legal representatives. Except as
permitted by the preceding sentence, benefits payable under the Plan
shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and shall to the
extent permissible be exempt from garnishment, execution or levy of
any kind, either voluntary or involuntary, including any such
liability which is for alimony or other payments for the support of a
spouse, former spouse or children of the Participant, or for any
other relative of a Participant prior to actually being received by
the person entitled to the benefit
- 25 -
<PAGE>
under the terms of the Plan; any attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber, charge, garnish, execute or
levy upon, or otherwise dispose of any right to benefits payable
hereunder, shall be void. The Company shall not in any manner be
liable for, or subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to benefits hereunder.
Section 4.3. Source of Payment. All payments of Stock to be
delivered under this Plan shall be from the unallocated treasury
stock or newly issued stock of the Company and no special or separate
fund shall be established and no other segregation of assets shall be
made to assure payment; provided, that the Company may establish a
revocable or irrevocable trust for the purposes of delivering Stock
under the Plan. The establishment of a revocable trust shall not
require the Company to fund such trust nor shall the Company be
prevented from accessing amounts in such trust for any purpose it
deems appropriate. In no event shall any arrangement be established
that would cause the Plan to be considered "funded" under federal or
state income tax rules. No Participant shall have any right, title,
or interest whatever in or to any such trust or any investments which
the Company may make to aid the Company in meeting its obligations
hereunder. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a
trust of any kind or a fiduciary relationship between the Company and
any Participant. To the extent that any person acquires a right to
receive payments from the Company hereunder, such right shall be no
greater than the right of an unsecured creditor of the Company.
Nothing contained in the Plan shall constitute a representation or
warranty by the Company or any other entity or person that the assets
of the Company are or will be sufficient to make any payment
hereunder or that the Company will be legally permitted to make such
payment.
Section 4.4. Voting; Dividends. A Participant shall have no
right to vote Restricted Stock during the Restriction Period or to
receive any regular dividends on such shares of Restricted Stock.
In the event of any change in the outstanding Stock of the Company by
reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares or
other similar event if such change equitably requires an adjustment
in the number or kind of shares that may be issued under the Plan,
such adjustment shall be made by the Committee and shall be
conclusive and binding for all purposes of the Plan.
ARTICLE V
WITHHOLDING
In the event that the Company determines that it is required by
law to withhold taxes at any time, including, but not limited to the
time the Restricted Period with respect to any Restricted Stock ends,
the Company shall have the right to require a Participant to pay to
the Company the amount of taxes that the Company is required to
withhold or, in lieu thereof, (a) to retain, or sell without notice,
a sufficient number of shares of Stock held by it for the Participant
to cover the amount to be withheld, or (b) to withhold the amount of
such taxes from any other sums due or to become due from the Company
to the Participant upon such terms and conditions as the Committee
shall prescribe.
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<PAGE>
ARTICLE VI
AMENDMENT AND TERMINATION
Section 6.1. Power to Amend. The Board of Directors may amend,
modify, change, or revise the Plan by amendment at any time;
provided, however, that (a) no amendment shall increase the duties or
liabilities of the Board of Directors or the Committee without
written consent of each member and (b) no amendment shall be made
without the written consent of a Participant if the effect of such
amendment would reduce the rights of a Participant with respect to
Restricted Stock acquired prior to the date of the amendment.
Section 6.2. Plan Termination. The continuation of the Plan is
not assumed as a contractual obligation of the Company and the right
is reserved by the Company at any time to discontinue the Plan. The
Plan may be terminated by the Board of Directors at any time, when in
its judgment, business, financial or other good causes make such
termination necessary or appropriate; such termination to become
effective upon the delivery of notice by the Board of Directors or
the Committee to the Participants. Termination of the Plan shall
cause the Restricted Period to end with respect to all Restricted
Stock upon termination.
ARTICLE VII
ADMINISTRATION OF THE PLAN
Section 7.1. Authority and Responsibility of the Committee.
The Board of Directors shall appoint the members of a Committee,
which members shall hold office at the pleasure of the Board of
Directors. Said Committee shall consist of not less than three nor
more than eight members, any one or more of whom may, but need not,
be an officer of the Company. If there is at any time a vacancy on
the Committee for any reason, the Board of Directors shall fill such
vacancy, but the Committee may act notwithstanding the existence of
vacancies as long as there shall continue to be at least two members
of the Committee. The Committee shall select a Chairman from among
its members. The Committee shall have overall responsibility for the
administration and operation of the Plan. The Committee will have
all powers as may be necessary to discharge its duties hereunder.
Section 7.2. Committee Duties. The Committee, on behalf of the
Participants and all other Beneficiaries of the Plan, will administer
and operate the Plan in accordance with the terms of the Plan and
will have all powers necessary to accomplish that purpose, including,
but not limited to, the following:
(a) To issue rules and regulations necessary for the
proper conduct and administration of the Plan and to
change, alter, or amend such rules and regulations;
(b) To construe the Plan;
(c) To determine all questions arising in the
administration of the Plan, including those relating to the
eligibility of persons to become Participants in accordance
with Article II and the rights of Participants and their
Beneficiaries, and its decisions thereon shall be final and
binding upon all persons hereunder;
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<PAGE>
(d) To oversee the retention of records relating to
Participants and other matters applicable to the Plan;
(e) To make available to Participants and Beneficiaries
upon request, for examination during business hours, such
records as pertain exclusively to the examining Participant
(or Beneficiary);
(f) To prescribe procedures to be followed by Participants
and Beneficiaries in making claims hereunder;
(g) To make available for inspection and to provide upon
request at such charge as may be permitted and determined
by the Company, such documents and instruments, if any, as
the Committee deems appropriate;
(h) To prescribe and adopt the use of necessary forms;
(i) To appoint such agents and other specialists to aid it
in the administration of the Plan as it deems necessary;
and
(j) To make periodic reports on the operation and
administration of the Plan to the Board of Directors as may
be required in any articles of incorporation, charter, or
by-laws pertaining to the Company.
Section 7.3. Records. The regularly kept records of the
Committee and the Company shall be conclusive evidence as to all
matters contained therein applicable to this Plan.
Section 7.4. Committee Decisions Final. The decisions of the
Committee concerning matters within its jurisdiction shall be final,
binding, and conclusive upon the Company and its Affiliates, the
Participants, Beneficiaries and any other person or party interested
or concerned.
Section 7.5. Committee as Agent. The Committee shall act as
agent for the Company in the administration of the Plan.
Section 7.6. Plan Expenses. All clerical, legal and other
expenses of the Plan shall be paid by the Company.
Section 7.7. Allocations and Delegations of Responsibility.
(a) Delegations. The Committee shall have the authority to
delegate, from time to time, all or any part of its responsibilities
under the Plan to such person or persons as it may deem advisable and
in the same manner to revoke any such delegation of responsibility.
Any action of the delegate in the exercise of such delegated
responsibilities shall have the same force and effect for all
purposes herein as if such action had been taken by the Committee.
The Board of Directors or the Committee shall not be liable for any
act or omission of any such delegate. The delegate shall report
periodically to the Committee concerning the discharge of the
delegated responsibilities.
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<PAGE>
(b) Allocations. The Committee shall have the authority to
allocate, from time to time, all or any part of its responsibilities
under the Plan to one or more of its members as it may deem
advisable, and in the same manner to revoke such allocation of
responsibilities. Any action of the member to whom responsibilities
are allocated in the exercise of such allocated responsibilities
shall have the same force and effect for all purposes hereunder as if
such action had been taken by the Committee. The Board of Directors
or the Committee shall not be liable for any acts or omissions of
such member. The member to whom responsibilities have been allocated
shall report periodically to the Committee concerning the discharge
of the allocated responsibilities.
(c) Limit on Liability. Duties and responsibilities which are
carried out in good faith by the Committee hereunder or which have
been allocated or delegated pursuant to the terms of the Plan or
subsections (a) or (b) of this Section 7.7 shall not create any
liability of the Company, Board of Directors, or Committee, or any
member thereof.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Merger. Any successor corporation to the Company,
by merger, consolidation, purchase or otherwise, shall be substituted
hereunder for the Company. This Plan shall be binding on all
successors to and assigns of the Company; provided that such
successors or assigns may terminate the Plan in accordance with the
provisions hereof.
Section 8.2. Securities Laws. The Committee may require each
person acquiring Restricted Stock or Stock to represent and agree
with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. The certificates for such
shares may include any legend which the Committee deems appropriate
to reflect any restriction on transfer. Furthermore, all
certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, and any applicable
Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate
reference to such restrictions.
Section 8.3. Indemnification. The Company shall indemnify and
hold harmless to the extent legally permitted each member of the
Board of Directors (acting in such capacity), the Committee and each
officer and Employee of the Company to whom are delegated duties,
responsibilities, and authority with respect to the Plan against all
claims, liabilities, fines and penalties, and all expenses reasonably
incurred by or imposed upon such delegate or agent (including but not
limited to reasonable attorney fees) which arise as a result of
actions or failure to act in connection with the operation and
administration of the Plan.
Section 8.4. Disclosure. Each Participant shall receive a copy
of the summary of the Plan and the Committee will make available for
inspection by any Participant or Beneficiary a copy of the Plan and
any written procedures used by the Committee in administering the
Plan.
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<PAGE>
Section 8.5. Gender. Except when otherwise indicated by the
context, any masculine terminology herein shall also include the
feminine, and the definition of any term herein in the singular shall
also include the plural.
Section 8.6. Headings. The headings of Articles and Sections
are included solely for convenience of reference, and if there is any
conflict between such headings and the text of the Plan, the text
shall control.
Section 8.7. Invalidity of Certain Provisions. If any
provision of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions
hereof, and the Plan shall be construed and enforced as if such
provisions, to the extent invalid or unenforceable, had not been
included.
Section 8.8. Law Governing. The Plan shall be construed and
enforced according to the laws of the State of Connecticut (other
than its laws respecting choice of law).
Section 8.9. Limitation on Liability. Neither the Company nor
any agent or representative of the Company who is an employee,
officer, or director of the Company in any manner guarantees the
payments to be made under the Plan against loss or depreciation, and
to the extent not prohibited by federal law, none of them shall be
liable (except for his own gross negligence or willful misconduct),
for any act or failure to act, done or omitted in good faith, with
respect to the Plan. The Company shall not be responsible for any
act or failure to act of any agent appointed to administer the Plan.
THE ADVEST GROUP, INC.
By:/s/ Allen Weintraub
-----------------------
Allen Weintraub
Chief Executive Officer
ATTEST:
- ------------------------------
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<PAGE>
Exhibit 10(c)
EXECUTIVE OFFICER
1996 RESTRICTED STOCK AND
STOCK OPTION AGREEMENT
Percentage of All Income
(minimum of 2.5% of Compensation,
maximum of 7.5% of Compensation): _____
Percentage of Bonus: _____
Effective Date: January 1, 1996
This Executive Officer Restricted Stock and Stock Option
Agreement (the "Agreement") is entered into as of the above date, by
the undersigned executive officer ("Executive Officer") and The
Advest Group, Inc. (the "Company").
ARTICLE I. Election to Participate and Amount Deferred.
Executive Officer hereby elects to receive the percentage set forth
above of his or her Compensation and/or Bonus (the "Deferred
Amount") in the form of Units. A Unit consists of one share of
common stock of the Company subject to the restrictions set forth
below (the "Restricted Stock") and one non-qualified stock option to
purchase shares of common stock of the Company which is not an
incentive stock option under Section 422 of the Internal Revenue Code
of 1986 (an "Option"). For purposes of this Agreement, Compensation
shall mean the amount of earnings due to Executive Officer for the
Deferral Period, and shall include amounts contributed to the
Company's 401(k) plan or Deferred Compensation Savings and Investment
Plan, or any successor plan(s). Deferral Period shall mean the
period beginning on January 1, 1996 and ending on the earliest of:
(a) the termination of Executive Officer's employment with the
Company or an affiliate of the Company (an "Affiliate"), (b) the
termination of this Agreement in accordance with Article IV(D), or
(c) December 31, 1996.
Executive Officer hereby authorizes the Company to withhold from
his or her paycheck, draw, bonus and/or commission the Deferred
Amount. Amounts Deferred hereunder (other than amounts deferred out
of bonus) shall be withheld from Executive Officer's paycheck in
periodic installments. The Company may, but shall not be obligated
to, invest any Amount Deferred in insured bank deposit accounts or
other money-market investments pending investment under this
Agreement. During the period beginning on the third business day
after the date of release by the Company of quarterly or annual
summary statements of financial date and ending on the twelfth
business day following such date, the total of Executive Officer's
Deferred Amounts, together with any earnings thereon, shall be
applied by the Company to acquire shares of the Company's common
stock (the "Stock") on the open market to be held as Restricted Stock
for Executive Officer. Fractional units may be acquired by Executive
Officer, provided that the Company may establish procedures to
eliminate any fractional holdings of Units held on behalf of
Executive Officer as of December 31, 1996.
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<PAGE>
ARTICLE II. Restricted Stock Agreement. Executive Officer
hereby authorizes Company to hold in the Company's name as escrow
agent for Executive Officer, all shares of Restricted Stock to which
Executive Officer is entitled.
A. Restrictions. Shares of Restricted Stock which are placed
into escrow for the benefit of Executive Officer will be subject to
the following restrictions and conditions:
(1) During the period commencing on the date of the
acquisition of any shares of Restricted Stock hereunder and
terminating on January 1, 2000 (together with any extensions of
such period approved as provided herein) (the "Restriction
Period"), Executive Officer shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock acquired
hereunder. One year extensions of the Restriction Period for
Restricted Stock purchased hereunder will be made at Executive
Officer's election, which election must be in writing on a form
provided by the Company and must be made no later than one year
before the Restriction Period would otherwise terminate;
provided, however, that the Company may at any time determine
that no additional extensions of Restricted Periods will be
effective;
(2) Executive Officer shall have the right to direct the
vote of his or her shares of Restricted Stock during the
Restriction Period. Executive Officer shall have the right to
receive any regular dividends on such shares of Restricted
Stock. The Company shall in its sole discretion determine
Executive Officer's rights with respect to extraordinary
dividends on the shares of Restricted Stock; and
(3) Shares of Restricted Stock shall be transferred to
Executive Officer's brokerage account with Advest, Inc. within a
reasonable time after, and only after, the Restriction Period
shall expire (or such earlier time as the restrictions may lapse
in accordance with this Article) without forfeiture in respect
of such shares of Restricted Stock.
B. Termination of Employment. Subject to the provisions of
subparagraph (A) above, the following provisions shall apply to
Executive Officer's shares of Restricted Stock prior to the end of
the Restriction Period (including extensions):
(1) Upon Executive Officer's death, Permanent Disability,
Retirement with the written consent of the President or the
Chief Executive Officer of the Company or an Affiliate by which
Executive Officer is employed, voluntary termination of
employment more than nine months after a Change of Control, or
involuntary termination of employment (other than a termination
for Cause), the restrictions on Executive Officer's Restricted
Stock shall immediately lapse, and such shares shall be
delivered to Executive Officer or Executive Officer's designated
Beneficiary, as the case may be, within a reasonable time after
the occurrence of any such event.
For purposes of this Agreement, the following terms shall have
the stated definitions:
(i) "Permanent Disability" means a mental or physical
condition which renders Executive Officer permanently
unable or incompetent to engage in any substantial gainful
activity.
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<PAGE>
(ii) "Retirement" means the date Executive Officer
retires after attaining the age of fifty-five.
(iii) "Change of Control" means a transfer or sale
of substantially all of the assets of the Company or merger
or consolidation of the Company into or with any other
corporation or entity that occurs after the effective date
of this Agreement, provided either (a) the other
corporation or entity is engaged in the retail securities
brokerage business at the date of the transaction and such
transaction results in the Company not surviving such
merger or consolidation or (b) a substantial change in the
senior management of the Company occurs within six months
as a result of the transaction.
(iv) "Cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross
insubordination or willful or reckless conduct detrimental
to the business of the Company or an Affiliate.
(v) "Beneficiary" means any person (including, but
not limited to, Executive Officer's estate) designated by
Executive Officer on a form provided or approved by the
Company to receive any Stock or Options to which Executive
Officer shall be entitled upon Executive Officer's death in
accordance with the terms of this Agreement. If more than
one Beneficiary shall be designated, the Beneficiaries
shall share equally in any rights or interests of Executive
Officer under this Agreement. If Executive Officer shall
fail to file a valid designation form, or if all persons
designated on the designation form shall have predeceased
Executive Officer, the Company shall distribute all of
Executive Officer's Stock and Options to which he or she
shall have been entitled upon his or her death to the
Executive Officer's estate.
(2) Upon Executive Officer's Retirement without the
written consent of the President or the Chief Executive Officer
of the Company or the Affiliate by which Executive Officer is
employed or voluntary termination of employment within nine
months of a Change of Control, Executive Officer shall forfeit
all of Executive Officer's shares of Restricted Stock and
receive in return, without interest, a cash payment equal to
(a) the lesser of: (i) the aggregate purchase price for such
Restricted Stock, and (ii) the closing price per share of Stock
on the Composite Tape of the New York Stock Exchange on
Executive Officer's date of termination or Retirement,
multiplied by (b) the number of shares of Restricted Stock owned
by Executive Officer.
(3) If Executive Officer voluntarily terminates employment
(other than as set forth in subparagraphs (1) or (2) of this
Article), is involuntarily terminated for Cause, or retires
prior to attaining the age of fifty-five, Executive Officer
shall forfeit Executive Officer's Restricted Stock.
ARTICLE III. Stock Option Agreement. Executive Officer will be
entitled to an Option to purchase one share of stock for each share
of Restricted Stock acquired for Executive Officer pursuant to
Article I. The Options to which Executive Officer is entitled
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<PAGE>
will be issued under The Advest Group, Inc. 1993 Stock Option Plan
on the last date on which Stock is acquired for the Executive Officer
pursuant to Article I at an exercise price per share equal to the
closing price per share on the Composite Tape of the New York Stock
Exchange on the date of the issuance of the Options. The Options are
not transferable by Executive Officer other than by will or the laws
of descent and distribution, and during the lifetime of Executive
Officer the Options may be exercised only by Executive Officer.
A. Exercise of Options. Options acquired hereunder will vest
and become exercisable on January 1, 2002 (unless earlier forfeited
or terminated) and will remain exercisable for a period of twenty-
four months, until December 31, 2003. An Option shall not be
exercisable unless payment in full is made for the shares being
acquired thereunder at the time of exercise; such payment shall be
made (a) in United States dollars by cash or check, or (b) in lieu
thereof, unless the Company shall in its sole discretion determine
otherwise, by tendering to the Company Stock owned by the person
exercising the Option (or owned by the person exercising the Option
and his or her spouse, jointly) and acquired more than six months
prior to such tender, and having a fair market value equal to the
cash exercise price applicable to such Option, such fair market value
to be determined in such reasonable manner as may be provided for
from time to time by the Company or as may be required in order to
comply with or to conform to the requirements of any applicable or
relevant laws or regulations, or (c) by a combination of United
States dollars and Stock as aforesaid.
B. Termination Of Employment. An Option shall not be
exercisable unless the person exercising the Option has been, at all
times during the period beginning with the date of purchase of the
Option and ending on the date of such exercise, an employee of the
Company or an Affiliate, except that:
(1) Upon Executive Officer's death, Permanent Disability,
or Retirement with the written consent of the President or the
Chief Executive Officer of the Company or the Affiliate by which
Executive Officer is employed, the Options shall immediately
vest and shall be exercisable by Executive Officer or Executive
Officer's designated Beneficiary, as the case may be, for a
period of three months after Executive Officer's termination of
employment.
(2) If Executive Officer's employment is involuntarily
terminated (other than a termination for Cause), the Company
shall give Executive Officer at least one day's advance notice
prior to the date of termination, and the Options shall
immediately vest and shall be exercisable by Executive Officer
upon receipt of such notice, and shall expire on the date of
termination. If Executive Officer voluntarily terminates
employment more than nine months after a Change of Control, then
the Options shall immediately vest and shall be exercisable by
Executive Officer upon the later of a receipt by the Company of
notification by Executive Officer of the termination or the
tenth day prior to the termination, and shall expire upon the
date of termination.
(3) Upon Executive Officer's termination of employment
(other than as set forth in subparagraphs (1) or (2) of this
Article III(B)), Executive Officer shall forfeit Executive
Officer's unvested Options.
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<PAGE>
(4) If Executive Officer shall have terminated employment
for any reason after the acquisition of Units hereunder but
prior to the issuance of the Option portion of such Units, any
Option acquired as part of the Unit shall be forfeited as
provided in subparagraph (3) of this Article III(B).
ARTICLE IV. Miscellaneous.
A. Change of Election. Following an election by Executive
Officer to have an Amount Deferred, he or she at any time during the
Deferral Period may choose to discontinue all (but not less than all)
Amounts Deferred with respect to Compensation due to him or her
during subsequent calendar quarters of the Deferral Period. Such
election shall be made on such form as the Company may prescribe and
shall become effective as of the first day of the calendar quarter
following receipt of such form by the Company.
B. Adjustments Upon a Change in Common Stock. In the event of
any change in the outstanding Stock of the Company by reason of any
stock split, stock dividend, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares or other similar
event, if such change equitably requires an adjustment in the number
or kind of shares that may be issued hereunder, or in the number or
kind of shares subject to, or the option price per share under, any
outstanding Option which has been purchased by Executive Officer,
such adjustment shall be made by the Company and shall be conclusive
and binding for all purposes hereunder. In no event shall the excess
of the aggregate fair market value of the Stock subject to the
Options immediately after any substitution, exchange or adjustment
over the aggregate option price for such Stock be more than the
excess of the aggregate fair market value of all of the Stock subject
to the Option immediately before any such substitution, exchange or
adjustment over the aggregate option price of such Stock nor shall
the adjusted Option give the holder thereof any additional benefits
he did not have under the old Option.
C. Withholding. In the event that the Company determines that
it or an Affiliate is required by law to withhold taxes at any time,
including, but not limited to, upon the exercise of an Option or upon
the vesting of shares of Restricted Stock, the Company shall have the
right to require Executive Officer to pay to the Company the amount
of taxes that the Company or Affiliate is required to withhold, or,
in lieu thereof: (1) retain, or sell without notice, a sufficient
number of shares of Restricted Stock held by it for Executive Officer
to cover the amount to be withheld, or (2) withhold the amount of
such taxes from any other sums due or to become due from the Company
or an Affiliate to Executive Officer upon such terms and conditions
as the Company shall prescribe.
D. Amendment and Termination. The Board of Directors of the
Company may amend, modify, change, or revise this Agreement by
amendment at any time; provided, however, that (a) no amendment shall
increase the duties or liabilities of the Board of Directors or the
Company without written consent of each member and (b) no amendment
shall be made without the written consent of Executive Officer if the
effect of such amendment would reduce the rights of Executive Officer
with respect to Units acquired prior to the date of the amendment.
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<PAGE>
The continuation of this Agreement is not assumed as a
contractual obligation of the Company and the right is reserved by
the Company at any time to discontinue this Agreement. This
Agreement may be terminated by the Board of Directors at any time,
when in its judgment, business, financial or other good causes make
such termination necessary or appropriate; such termination to become
effective upon the delivery of notice by the Board of Directors or
the Company to Executive Officer.
E. Merger. Any successor corporation to the Company, by
merger, consolidation, purchase or otherwise, shall be substituted
hereunder for the Company. This Agreement shall be binding on all
successors to and assigns of the Company; provided that such
successors or assigns may terminate this Agreement in accordance with
the provisions hereof.
F. Securities Laws. Regarding the purchasing of shares
pursuant to an Option or shares of Restricted Stock the Company may
require Executive Officer to represent and agree with the Company in
writing that he or she is acquiring the shares without a view to
distribution thereof. The certificates for such shares may include
any legend which the Company deems appropriate to reflect any
restriction on transfer. Furthermore, all certificates for shares of
Stock delivered under this Agreement shall be subject to such stock-
transfer orders and other restrictions as the Company may deem
advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the
Stock is then listed, and as any applicable Federal or state
securities law, and the Company may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.
G. Contract of Employment. Nothing contained herein shall be
construed to constitute a contract of employment between the Company
or an Affiliate and Executive Officer. Nothing contained herein will
confer upon Executive Officer the right to be retained in the service
of the Company or an Affiliate or limit the right of the Company or
an Affiliate to discharge or otherwise deal with Executive Officer
without regard to the existence of this Agreement.
H. Headings. The headings of Articles are included solely for
convenience of reference, and if there is any conflict between such
headings and the text of this Agreement, the text shall control.
I. Invalidity of Certain Provisions. If any provision of this
Agreement shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and
this Agreement shall be construed and enforced as if such provisions,
to the extent invalid or unenforceable, had not been included.
J. Law Governing. This Agreement shall be construed and
enforced according to the laws of the State of Connecticut (other
than its laws respecting choice of law).
K. Limitation on Liability. Neither the Company nor any agent
or representative of the Company who is an employee, officer, or
director of the Company in any manner guarantees the payments to be
made under this Agreement against loss or depreciation, and to the
extent not prohibited by federal law, none of them shall be liable
(except for his own gross negligence or willful misconduct), for any
act or failure to act, done or omitted in good faith,
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<PAGE>
with respect to this Agreement. The Company shall not be responsible
for any act or failure to act of any agent appointed to administer
this Agreement.
L. Gender. Except when otherwise indicated by the context, any
masculine terminology herein shall also include the feminine, and the
definition of any term herein in the singular shall also include the
plural.
EXECUTIVE OFFICER
------------------------------------
(Signature)
------------------------------------
(Print Executive Officer's Name)
THE ADVEST GROUP, INC.
By:/s/ Allen Weintraub
-------------------------
Allen Weintraub
Chief Executive Officer
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<PAGE>
Exhibit 10(e)
FIRST AMENDMENT TO THE ADVEST GROUP, INC.
NONQUALIFIED EXECUTIVE POST-EMPLOYMENT
INCOME PLAN
THIS FIRST AMENDMENT to The Advest Group, Inc. Nonqualified
Executive Post-Employment Income Plan (the "Plan") is made effective
as of October 1, 1995.
W I T N E S S E T H
WHEREAS, the Plan was adopted effective October 1, 1993 for a
select group of highly compensated senior executives to ensure that
the overall effectiveness of the Company's compensation program will
attract, retain and motivate qualified senior executives;
WHEREAS, the Company believes that it is now appropriate to
amend the Plan to provide for enhanced benefits for such executives
contingent upon performance-related compensation they earn in the
future;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 1.10 of the Plan is modified in its entirety to read
as follows:
1.10 "Compensation" for any Participant for
any year means the sum of all base pay and bonus
(but disregarding any bonus exceeding 25% of base
salary) paid to the Participant during the year,
including in that calculation any salary
deferrals under a plan intended to meet the
requirements of either Section 401(k) or Section
125 of the Internal Revenue Code.
2. In all other respects the Plan remains in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be effective as of the date first written above.
THE ADVEST GROUP, INC.
By: /s/ Allen Weintraub
------------------------------------
Allen Weintraub
Chairman and Chief Executive Officer
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<PAGE>
Exhibit 10(f)
SECOND AMENDMENT TO
THE ADVEST, INC.
ACCOUNT EXECUTIVE NONQUALIFIED DEFINED BENEFIT PLAN
This Amendment to The Advest, Inc. Account Executive
Nonqualified Defined Benefit Plan (the "Plan") is made effective as
of October 1, 1995.
W I T N E S S E T H
WHEREAS, the Plan was adopted by Advest, Inc. (the "Company")
effective October 1, 1992 and provides for the provision of specified
benefits to certain account executives meeting certain performance
targets;
WHEREAS, the Plan was amended by the First Amendment effective
as of October 1, 1992; and
WHEREAS, the Company believes it appropriate to further amend
the Plan to allow certain account executives to participate in the
Plan earlier than they otherwise might;
NOW, THEREFORE, Section 2.2 of Plan is hereby amended,
effective October 1, 1995, by adding the following sentence to the
end thereof:
"Further, notwithstanding the foregoing, with respect to a
determination as to eligibility to participate during fiscal
1996 or any subsequent fiscal year, any such account executive
shall be eligible to participate during the last two years of
any such employment arrangement"
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be effective as of the date first written above.
ADVEST, INC.
By: /s/ Allen Weintraub
--------------------
Allen Weintraub
Chairman and Chief
Executive Officer
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Exhibit 10(g)
THE ADVEST GROUP, INC.
KEY PROFESSIONALS EQUITY PLAN
The Advest Group, Inc. (the "Company") hereby establishes the
Key Professionals Equity Plan, for a select group of key employees
employed by Advest, Inc. ("Advest"). The purpose of the Plan is to
further the long term growth in earnings of Advest by offering
incentives to those employees to compensate them for their
contributions to the Company and its Affiliates' growth and profits,
to encourage their ownership of the Company's stock, and to encourage
them to remain in the employ of Advest.
ARTICLE I
DEFINITIONS
When used herein, each of the following terms shall have the
corresponding meaning set forth below unless a different meaning is
plainly required by the context in which a term is used.
Section 1.1. "Affiliate" means the Company's present or future
parent corporation, each of the present or future subsidiaries of the
Company, and any subsidiaries of the present or future parent of the
Company in which the parent holds a controlling interest.
Section 1.2. "Beneficiary" means any person (including, but not
limited to, a Participant's estate) designated by a Participant on a
form provided or approved by the Committee to receive any Restricted
Stock to which such Participant shall be entitled upon such
Participant's death in accordance with the terms of the Plan. No
designation of Beneficiary shall be effective until filed with the
Committee. If more than one Beneficiary shall be designated, the
Beneficiaries shall share equally in any rights or interests of the
Participant under the Plan. If a Participant shall fail to file a
valid designation form, or if all persons designated on the
designation form shall have predeceased the Participant, the Company
shall distribute all of the Participant's Restricted Stock to which
he shall have been entitled upon his death to such Participant's
estate.
Section 1.3. "Board of Directors" means the Board of Directors
of the Company or the Executive Committee of such Board.
Section 1.4. "Bonus Compensation" means all incentive payments
and other earnings due to the Participant for the Deferral Period as
defined by the Company other than (a) Base Compensation and (b)
incidental commission payments received by the Participant in their
capacity as a registered representative of Advest, Inc. which are not
related to the Participant's professional employment. Bonus
Compensation will be calculated on income before deductions for
Federal, state or local taxes, FICA withholding, or 401(k) and other
benefit plan reductions, and before any purchases under the Advest
1996 Equity Plan or deductions under any other similar plans in which
the Participant participates. Bonus
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Compensation paid after the close of a fiscal quarter based upon
performance during that quarter will be considered as Bonus
Compensation for that quarter. "Base Compensation" means the agreed
fixed and non-contingent compensation to be paid to Participant
during the Deferral Period.
Section 1.5. "Bonus Threshold" shall mean $400,000 less the
Participant's Base Compensation. The Bonus Threshold shall be
deemed to be reached by any Participant for a Deferral Period at such
time as the Participant has received Bonus Compensation with respect
to the Deferral Period at least equal to the Bonus Threshold.
Section 1.6. "Cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross insubordination or
willful or reckless conduct detrimental to the business of the
Company or an Affiliate.
Section 1.7. "Change of Control" means a transfer or sale of
substantially all of the assets of the Company or merger or
consolidation of the Company into or with any other corporation or
entity, provided either (a) the other corporation or entity is
engaged in the corporate finance business at the date of the
transaction and such transaction results in the Company not surviving
such merger or consolidation or (b) a substantial change in the
senior management of the Company occurs within six months as a result
of the transaction.
Section 1.8. "Code" means the Internal Revenue Code of 1986, as
amended.
Section 1.9. "Committee" means an administrative committee
designated to administer this Plan in accordance with Article VII.
Section 1.10. "Company" means The Advest Group, Inc. and any
successor thereto by merger, consolidation, purchase or otherwise.
Section 1.11. "Deferred Percentage" for any Participant and for
any fiscal year, means the percentage of Bonus Compensation above the
Bonus Threshold that the Participant has elected for that fiscal year
to invest in Restricted Shares; provided, that the minimum Deferred
Percentage will be 25% and the maximum 50%.
Section 1.12. "Deferral Period" for any Participant and for any
fiscal year, means the period beginning on the first day of the
fiscal year of the Company (beginning with fiscal 1996) and ending on
the earliest of: (a) the termination of the Participant's employment
with the Company or an Affiliate, (b) the termination of the Plan in
accordance with Article VI, or (c) the last day of such fiscal year.
Section 1.13. "Deferred Amount" or "Amount Deferred" for any
fiscal period means that portion of a Participant's Bonus
Compensation deferred for investment in Restricted Stock during that
fiscal period in accordance with Section 3.1.
Section 1.14. "Effective Date" means April 1, 1996.
Section 1.15. "Employee" means any person who is a common-law
employee of the Company or an Affiliate.
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Section 1.16. "Participant" means an Employee participating in
the Plan as provided in Article II.
Section 1.17. "Permanent Disability" means a mental or physical
condition which renders a Participant permanently unable or
incompetent to engage in any substantial gainful activity.
Section 1.18. "Plan" means "The Advest Group, Inc. Key
Professionals Equity Plan".
Section 1.19. "Purchase Price" for each share of Restricted
Stock shall mean seventy-five percent (75%) of the closing price per
share of the Stock on the Composite Tape of the New York Stock
Exchange on the day the Restricted Stock is purchased.
Section 1.20. "Restricted Stock" means shares of Stock subject
to the restrictions set forth in Article IV that are purchased on
behalf of Participants with Deferred Amounts.
Section 1.21. "Retirement" means the date a Participant retires
after attaining the age of fifty-five.
Section 1.22. "Stock" means the common stock of the Company.
ARTICLE II
PARTICIPATION
Section 2.1. Participants. Any corporate finance professional
employed by Advest who earns pretax Bonus Compensation in excess of
the Bonus Threshold with respect to fiscal 1996 or any subsequent
fiscal year during the term of the Plan will become a participant in
the Plan for that fiscal year (each such person is referred to as a
"Participant"). Notwithstanding the foregoing, Employees who are
executive officers of the Company shall not be eligible to
participate in the Plan.
Section 2.2. Duration of Participation. A Participant shall
cease to be a Participant on the earliest of: (a) the date all
restrictions with respect to all shares of Restricted Stock purchased
hereunder lapse, (b) the date all such Restricted Stock is forfeited
in accordance with Section 4.3, or (c) the date the Plan is
terminated in accordance with Article VI.
Section 2.3. Reemployment. Reemployment of a former
Participant by the Company or an Affiliate shall not entitle such
individual to become a Participant in the Plan unless the individual
again becomes a Participant in accordance with Section 2.1, and
reemployment of a former Participant by the Company or an Affiliate
shall not result in the restoration of any Restricted Stock
previously forfeited by such Participant.
Section 2.4. Election of Amount Deferred. Any corporate
finance professional may elect a Deferred Percentage of a minimum of
0% and a maximum of 50% of Bonus Compensation over the Bonus
Threshold. Elections of a Deferred Percentage greater than 0% must be
made prior to the first day of any fiscal year (or, in the case of
fiscal 1996, prior to
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July 25, 1996). If a Participant fails to make an election as to a
Deferral Percentage prior to the last dates permitted, or has made an
invalid election, he or she will be deemed to have elected a Deferred
Percentage of 0%. The maximum Amount Deferred in any Plan year by
any Participant will be $100,000.
ARTICLE III
DEFERRAL
Section 3.1. Amount Deferred. For any Deferral Period after
the Bonus Threshold is reached for a Participant with respect to that
Deferral Period, the Deferred Percentage of his or her Bonus
Compensation will be deducted automatically from each pay check, draw
check, bonus check or commission check.. All amounts deducted will
be held in escrow by Advest on the Participant's behalf. Investments
in Restricted Shares will be made with amounts deducted with respect
to each fiscal quarter of Advest. The purchase price for each
Restricted Share will be equal to 75% of the New York Stock Exchange
closing price of Advest Stock on the preceding business day. For
fiscal 1996, no deferrals will be made from any Bonus Compensation
received before July 25, 1996 but Bonus Compensation received on or
after July 25, 1996 based upon performance during fiscal 1996 will be
subject to deferral under the Plan.
Section 3.2. Investment in Restricted Shares. Amounts deferred
hereunder shall be withheld from a Participant's paycheck in periodic
installments. On the 5th business day after the earning release for
any fiscal quarter during which amounts have been deferred, the total
of a Participant's Deferred Amounts under Section 3.1 shall be
applied to acquire shares of Restricted Stock for such Participant at
the then Purchase Price. No interest or other earnings shall accrue
on amounts deferred prior to acquisition of Restricted Stock.
Fractional shares of Restricted Stock may be acquired by a
Participant; provided, that the Committee may establish procedures to
eliminate any fractional holdings in a manner equitable to the
Participants.
Section 3.3. Stock Subject to Purchase. Shares of Stock
subject to purchase hereunder shall be previously issued shares
reacquired by the Company (including any shares forfeited under this
Plan).
ARTICLE IV
RESTRICTED STOCK
Section 4.1. Stock. All shares of Restricted Stock shall be
held in the name of The Advest Group, Inc. as escrow agent for
Participants.
Section 4.2. Restrictions. The shares of Restricted Stock
purchased hereunder shall be subject to the following restrictions
and conditions:
(a) Subject to the provisions of the Plan, during the
period commencing on the date of the acquisition of any shares
of Restricted Stock hereunder and terminating on the fifth
anniversary of the last day of the fiscal year with respect to
which the shares were acquired (together with any extensions of
such period approved as
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provided herein) (the "Restriction Period"), a Participant shall
not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock acquired under the Plan. One year extensions
of the Restriction Period for Restricted Stock purchased
hereunder will be made at a Participant's election, which
election must be in writing on a form provided by the Committee
and must be made no later than one year before the Restriction
Period would otherwise terminate; provided, however, that the
Committee may at any time determine that no additional
extensions of Restricted Periods will be effective. The
Restricted Period will be determined separately with respect to
purchases of Restricted Stock made with respect to each fiscal
year.
(b) A Participant shall have the right to direct the vote
of such Participant's shares of Restricted Stock during the
Restriction Period applicable to those shares, in accordance
with Section 4.4. A Participant shall have the right to receive
any regular dividends on such shares of Restricted Stock. In
the event of any change in the outstanding Stock of the Company
by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination or exchange
of shares or other similar event if such change equitably
requires an adjustment in the number or kind of shares that may
be issued under the Plan, such adjustment shall be made by the
Committee and shall be conclusive and binding for all purposes
of the Plan.
(c) Shares of Restricted Stock shall be transferred to a
Participant's brokerage account with Advest within a reasonable
time after, and only after, the Restriction Period with respect
to those shares shall expire (or such earlier time as the
restrictions may lapse in accordance with Section 4.3) without
forfeiture in respect of such shares of Restricted Stock.
Section 4.3. Termination of Employment. The following
provisions shall apply to a Participant's shares of Restricted Stock
prior to the end of the Restriction Period (including extensions):
(a) Upon a Participant's death, Permanent Disability,
Retirement with the written consent of the President or the
Chief Executive Officer of the Company or the Affiliate by which
the Participant is employed, involuntary termination of
employment (other than a termination for Cause) or termination
following a Change of Control, (i) the restrictions on a portion
of such Participant's Restricted Stock shall immediately lapse,
and such shares shall be delivered to the Participant or the
Participant's designated Beneficiary, as the case may be, within
a reasonable time after the occurrence of any such event, and
(ii) any remaining unvested shares of Restricted Stock will be
forfeited. The portion of Restricted Shares which vest will be
determined separately for each Deferral Period for which the
Participant has acquired shares and will equal 75% of the
unvested Restricted Shares purchased for that Deferral Period
plus an additional 5% for each full fiscal year after that
Deferral Period during which the Participant has remained in the
full time employment of the Company, up to a maximum of 100%.
(b) If a Participant voluntarily terminates employment
(other than as set forth in subsection (a) of this Section 4.3),
is involuntarily terminated for Cause, or
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otherwise is no longer employed by the Company or an Affiliate
other than under the circumstances set forth in subsection (a),
such Participant shall forfeit such Participant's Restricted
Stock.
Section 4.4. Voting Rights. During the Restriction Period the
shares of Restricted Stock shall be voted by the Chairman of the
Committee, and the Chairman shall vote such shares in accordance with
instructions received from Participants. Shares as to which no
instructions are received shall be voted by the Chairman
proportionately in accordance with instructions received from
Participants in the Plan.
ARTICLE V
WITHHOLDING
In the event that the Company determines that it or an Affiliate
is required by law to withhold taxes at any time, including, but not
limited to the time of vesting of any shares of Restricted Stock, the
Company shall have the right to require a Participant to pay to the
Company the amount of taxes that the Company or Affiliate is required
to withhold or, in lieu thereof, (a) to retain, or sell without
notice, a sufficient number of shares of Restricted Stock held by it
for the Participant to cover the amount to be withheld, or (b) to
withhold the amount of such taxes from any other sums due or to
become due from the Company or an Affiliate to the Participant upon
such terms and conditions as the Committee shall prescribe.
ARTICLE VI
AMENDMENT AND TERMINATION
Section 6.1. Power to Amend. The Board of Directors may amend,
modify, change, or revise the Plan by amendment at any time;
provided, however, that (a) no amendment shall increase the duties or
liabilities of the Board of Directors or the Committee without
written consent of each member and (b) no amendment shall be made
without the written consent of a Participant if the effect of such
amendment would reduce the rights of a Participant with respect to
Restricted Stock acquired prior to the date of the amendment.
Section 6.2. Plan Termination. The continuation of the Plan is
not assumed as a contractual obligation of the Company and the right
is reserved by the Company at any time to discontinue the Plan. The
Plan may be terminated by the Board of Directors at any time, when in
its judgment, business, financial or other good causes make such
termination necessary or appropriate; such termination to become
effective upon the delivery of notice by the Board of Directors or
the Committee to the Participants. Termination of the Plan shall
cause the Restricted Period to end with respect to all Restricted
Stock on the date of such termination.
ARTICLE VII
ADMINISTRATION OF THE PLAN
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Section 7.1. Authority and Responsibility of the Committee.
The Board of Directors shall appoint the members of a Committee,
which members shall hold office at the pleasure of the Board of
Directors. Said Committee shall consist of not less than three nor
more than eight members, any one or more of whom may, but need not,
be an officer of the Company. If there is at any time a vacancy on
the Committee for any reason, the Board of Directors shall fill such
vacancy, but the Committee may act notwithstanding the existence of
vacancies as long as there shall continue to be at least two members
of the Committee. The Committee shall select a Chairman from among
its members. The Committee shall have overall responsibility for the
administration and operation of the Plan. The Committee will have
all powers as may be necessary to discharge its duties hereunder.
Section 7.2. Committee Duties. The Committee, on behalf of the
Participants and all other Beneficiaries of the Plan, will administer
and operate the Plan in accordance with the terms of the Plan and
will have all powers necessary to accomplish that purpose, including,
but not limited to, the following:
(a) To issue rules and regulations necessary for the
proper conduct and administration of the Plan and to
change, alter, or amend such rules and regulations;
(b) To construe the Plan;
(c) To determine all questions arising in the
administration of the Plan, including those relating to the
eligibility of persons to become Participants in accordance
with Article II and the rights of Participants and their
Beneficiaries, and its decisions thereon shall be final and
binding upon all persons hereunder;
(d) To oversee the retention of records relating to
Participants and other matters applicable to the Plan;
(e) To make available to Participants and Beneficiaries
upon request, for examination during business hours, such
records as pertain exclusively to the examining Participant
(or Beneficiary);
(f) To prescribe procedures to be followed by Participants
and Beneficiaries in making claims hereunder;
(g) To make available for inspection and to provide upon
request at such charge as may be permitted and determined
by the Company, such documents and instruments, if any, as
the Committee deems appropriate;
(h) To prescribe and adopt the use of necessary forms;
(i) To appoint such agents and other specialists to aid it
in the administration of the Plan as it deems necessary;
and
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(j) To make periodic reports on the operation and
administration of the Plan to the Board of Directors as may
be required in any articles of incorporation, charter, or
by-laws pertaining to the Company.
Section 7.3. Records. The regularly kept records of the
Committee and the Company shall be conclusive evidence as to all
matters contained therein applicable to this Plan.
Section 7.4. Committee Decisions Final. The decisions of the
Committee concerning matters within its jurisdiction shall be final,
binding, and conclusive upon the Company and its Affiliates, the
Participants, Beneficiaries and any other person or party interested
or concerned.
Section 7.5. Committee as Agent. The Committee shall act as
agent for the Company in the administration of the Plan.
Section 7.6. Plan Expenses. All clerical, legal and other
expenses of the Plan shall be paid by the Company.
Section 7.7. Allocations and Delegations of Responsibility.
(a) Delegations. The Committee shall have the authority to
delegate, from time to time, all or any part of its responsibilities
under the Plan to such person or persons as it may deem advisable and
in the same manner to revoke any such delegation of responsibility.
Any action of the delegate in the exercise of such delegated
responsibilities shall have the same force and effect for all
purposes herein as if such action had been taken by the Committee.
The Board of Directors or the Committee shall not be liable for any
act or omission of any such delegate. The delegate shall report
periodically to the Committee concerning the discharge of the
delegated responsibilities.
(b) Allocations. The Committee shall have the authority to
allocate, from time to time, all or any part of its responsibilities
under the Plan to one or more of its members as it may deem
advisable, and in the same manner to revoke such allocation of
responsibilities. Any action of the member to whom responsibilities
are allocated in the exercise of such allocated responsibilities
shall have the same force and effect for all purposes hereunder as if
such action had been taken by the Committee. The Board of Directors
or the Committee shall not be liable for any acts or omissions of
such member. The member to whom responsibilities have been allocated
shall report periodically to the Committee concerning the discharge
of the allocated responsibilities.
(c) Limit on Liability. Duties and responsibilities which are
carried out in good faith by the Committee hereunder or which have
been allocated or delegated pursuant to the terms of the Plan or
subsections (a) or (b) of this Section 7.7 shall not create any
liability of the Company, Board of Directors, or Committee, or any
member thereof.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
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Section 8.1. Merger. Any successor corporation to the Company,
by merger, consolidation, purchase or otherwise, shall be substituted
hereunder for the Company. This Plan shall be binding on all
successors to and assigns of the Company; provided that such
successors or assigns may terminate the Plan in accordance with the
provisions hereof.
Section 8.2. Securities Laws. The Committee may require each
person purchasing shares of Restricted Stock to represent and agree
with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. The certificates for such
shares may include any legend which the Committee deems appropriate
to reflect any restriction on transfer. Furthermore, all
certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, and any applicable
Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate
reference to such restrictions.
Section 8.3. Indemnification. The Company shall indemnify and
hold harmless to the extent legally permitted each member of the
Board of Directors, the Committee and each officer and Employee of
the Company to whom are delegated duties, responsibilities, and
authority with respect to the Plan against all claims, liabilities,
fines and penalties, and all expenses reasonably incurred by or
imposed upon such delegate or agent (including but not limited to
reasonable attorney fees) which arise as a result of actions or
failure to act in connection with the operation and administration of
the Plan.
Section 8.4. Contract of Employment. Nothing contained herein
shall be construed to constitute a contract of employment between the
Company or an Affiliate and any Employee or Participant. Nothing
contained herein will confer upon any Participant the right to be
retained in the service of the Company or an Affiliate or limit the
right of the Company or an Affiliate to discharge or otherwise deal
with any Participant without regard to the existence of the Plan.
Section 8.5 Disclosure. Each Participant shall receive a
copy of the summary of the Plan and the Committee will make available
for inspection by any Participant or Beneficiary a copy of the Plan
and any written procedures used by the Committee in administering the
Plan.
Section 8.6. Headings. The headings of Articles and Sections
are included solely for convenience of reference, and if there is any
conflict between such headings and the text of the Plan, the text
shall control.
Section 8.7. Invalidity of Certain Provisions. If any
provision of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions
hereof, and the Plan shall be construed and enforced as if such
provisions, to the extent invalid or unenforceable, had not been
included.
Section 8.8. Law Governing. The Plan shall be construed and
enforced according to the laws of the State of Connecticut (other
than its laws respecting choice of law).
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Section 8.9. Limitation on Liability. Neither the Company nor
any agent or representative of the Company who is an employee,
officer, or director of the Company in any manner guarantees the
payments to be made under the Plan against loss or depreciation, and
to the extent not prohibited by federal law, none of them shall be
liable (except for his own gross negligence or willful misconduct),
for any act or failure to act, done or omitted in good faith, with
respect to the Plan. The Company shall not be responsible for any
act or failure to act of any agent appointed to administer the Plan.
Section 8.10. Gender. Except when otherwise indicated by the
context, any masculine terminology herein shall also include the
feminine, and the definition of any term herein in the singular shall
also include the plural.
THE ADVEST GROUP, INC.
By:/s/ Allen Weintraub
-----------------------
Allen Weintraub
Chief Executive Officer
ATTEST:
- ---------------------------
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Exhibit 10(h)
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT BETWEEN
THE ADVEST GROUP, INC. AND ALLEN WEINTRAUB
THIS AMENDED AND RESTATED EMPLOYMENT AMENDMENT is entered into
as of this 30th day of November, 1995 between Allen Weintraub ("Mr.
Weintraub") and The Advest Group, Inc. ("Advest").
W I T N E S S E T H
WHEREAS, Mr. Weintraub and Advest have entered into an
Employment Agreement dated February 14, 1991 (the "Employment
Agreement") providing for the employment of Mr. Weintraub by Advest
in the capacity of Chief Executive Officer;
WHEREAS, by the First Amendment and Second Amendments to the
Employment Agreement dated March 19, 1993 and June 20, 1995,
respectively, Mr. Weintraub and Advest agreed to certain
modifications to the Employment Agreement; and
WHEREAS, the parties now wish to modify the Employment Agreement
to make certain other changes and to restate the Employment Agreement
in its entirety as set forth below;
NOW, THEREFORE, for good and valid consideration the parties
agree as follows:
1. Employment and Duties. Advest hereby agrees to employ Mr.
Weintraub as Chief Executive Officer to perform all of the duties and
responsibilities normally performed and pertinent to this office.
Mr. Weintraub agrees to be so employed.
2. Term. The term of this Agreement shall continue through
February 13, 1999, unless earlier terminated pursuant to Section 5.
The term "Agreement Term" shall mean the initial term of this
Agreement plus any extensions thereto.
3. Compensation. Mr. Weintraub's compensation shall be
established each year by the Compensation Committee of the Board of
Directors and will include both salary and additional compensation
under the Management Incentive Plan ("MIP") adopted by the Board of
Directors. In no event shall Mr. Weintraub's salary be less than his
salary as of the date this Agreement is executed, or any amount to
which his salary is thereafter increased; provided, however, that Mr.
Weintraub's salary shall with his written consent be subject to
reduction in the event of a reduction in the salaries of senior
executive officers of Advest generally. Nor will Mr. Weintraub's
share of the MIP be less than any other participant eligible for MIP.
4. Representations. Mr. Weintraub agrees that during the term
of his employment with Advest he will not be employed by any other
person or organization except for Advest subsidiaries and except also
for outside directorships in accordance with Advest's usual policies.
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5. Termination. This Agreement may be terminated by Mr.
Weintraub's voluntary resignation upon a minimum of three months
notice (other than in the case of unforeseen health problems). If
Mr. Weintraub's employment is terminated during the Agreement Term,
the following provisions shall apply:
(a) Termination of Employment by Advest Without Cause or by Mr.
Weintraub for Good Reason. If, before the end of the Agreement Term,
Advest terminates Mr. Weintraub's employment for any reason other
than for Cause (as defined below), or if Mr. Weintraub terminates his
employment with Advest for Good Reason (as defined below), Advest
shall pay to Mr. Weintraub immediately after the date of termination
in a lump-sum in immediately available funds, an amount equal of the
sum of (i) Mr. Weintraub's annual base salary which is accrued but
unpaid as of the date of the termination, (ii) that portion of Mr.
Weintraub's additional compensation under the MIP ("Bonus") which is
earned with respect to the fiscal year ending prior to the date of
termination but that is unpaid as of the date of termination, (iii)
the product of (A) the amount of the Bonus to which Mr. Weintraub
would have been entitled had he been employed by Advest on the last
day of the fiscal year containing the date of termination (calculated
based upon Mr. Weintraub's average Bonus for the three years
immediately prior to his termination of employment) multiplied by (B)
a fraction, the numerator of which is the number of days which have
elapsed in such fiscal year through the date of termination and the
denominator of which is 365 ("Pro-Rata Annual Bonus"), (iv) Mr.
Weintraub's salary through the end of the Agreement Term, and (v) Mr.
Weintraub's Bonus through the end of the Agreement Term (calculated
based upon his average Bonus for the three years immediately prior to
his termination of employment). In addition, notwithstanding any
other provision of this Agreement, if Mr. Weintraub's employment is
terminated by Advest other than for Cause or by Mr. Weintraub for
Good Reason, all options granted to Mr. Weintraub under the Advest
Group, Inc. 1993 Stock Option Plan, the Advest Group, Inc. 1986 Stock
Option Plan, the Advest Group, Inc. 1983 Incentive Stock Option Plan,
the Advest Group Executive Equity Plans, and any other outstanding
equity that Mr. Weintraub received under any other plan or agreement
(collectively, "Equity Incentive Awards"), shall immediately and
fully vest upon the date of termination, and shall remain exercisable
for not less than 90 days therefrom. Through the end of the
Agreement Term, Mr. Weintraub shall also continue to participate in
all Advest-sponsored incentive, savings and retirement plans, and
shall continue to receive benefits under all welfare benefit plans,
practices, policies and programs provided by Advest (including, and
without limitation, medical, prescription, dental, disability,
employee life, group life, dependent life, accidental death and
travel insurance plans and programs) applicable to other senior
executives of Advest; provided, however, that any amounts paid under
this sentence shall be reduced by any similar benefits earned by Mr.
Weintraub as a result of employment by another employer.
For purposes of this Agreement, "Good Reason" shall mean the
occurrence of any one of the following events:
(i) failure of Mr. Weintraub to continue to be appointed
or elected to the positions of Chief Executive Officer, member,
and Chairman of the Board of Directors of Advest;
(ii) assignment of Mr. Weintraub of any duties materially
and adversely inconsistent with Mr. Weintraub's position as
Chief Executive Officer and Chairman of the Board of Directors,
including status, offices, or responsibilities, or any other
- 51 -
<PAGE>
action of Advest that results in a material and adverse
change in such position, status, offices, titles or
responsibilities or any other material adverse change to the
terms and conditions of Mr. Weintraub's employment under this
Agreement;
(iii) any material and adverse change in Mr.
Weintraub's reporting responsibilities;
(iv) any material breach by Advest of the provisions of
this Agreement;
(v) Advest's requiring, without written consent of Mr.
Weintraub, that Mr. Weintraub be based at any office or location
more than 50 miles from his regular place of business as of the
date of the execution of this Agreement;
(vi) the liquidation or dissolution of Advest, or sale of
substantially all of the assets of Advest or the sale of assets
of Advest which produce more than 30% of Advest's gross revenues
unless in advance of any such sale Mr. Weintraub waives this
provision in writing; or
(vii) any purported termination of Mr. Weintraub's
employment under this Agreement which is not for Cause in strict
accordance with Sections 5(a) and 5(d) and of this Agreement.
For purposes of this Agreement, "Cause" shall mean willful
misconduct, gross negligence, the conviction of Mr. Weintraub of a
criminal offense for violation of the securities laws or involving
moral turpitude, or a determination by the Board (a "Determination")
that (i) Mr. Weintraub has or is engaged in the securities industry
in any capacity, including as an employee or consultant, that the
Board has determined to be materially detrimental to Advest or its
business, and Mr. Weintraub has not provided the Board with adequate
assurance that he will refrain therefrom after written request from
the Board, or (ii) Mr. Weintraub has breached his obligation under
Section 11. Notwithstanding the foregoing, Mr. Weintraub shall not
be deemed to have been terminated for Cause without (1) Cause having
been committed by Mr. Weintraub, (2) advance written notice provided
to Mr. Weintraub not less than fourteen (14) days prior to the date
of termination, setting forth Advest's intention to consider
terminating Mr. Weintraub including a statement of the date of
termination and the specific detailed basis for such consideration
for Cause, (3) an opportunity for Mr. Weintraub, together with his
counsel, to be heard before the Board during the fourteen (14) day
period ending on the date of termination, (4) determination in
accordance with the next to last sentence of this Section 5(a) by the
members of the Board, that the actions of Mr. Weintraub constituted
Cause and that Mr. Weintraub's employment should accordingly be
terminated for Cause, and (5) a written determination provided by the
Board setting forth in full specificity the basis of such termination
of employment. By determination of the Board in accordance with the
next to the last sentence of this Section 5(a), Advest may suspend
Mr. Weintraub from his duties for a period of up to thirty (30) days
with full pay and benefits hereunder during the period of time in
which the Board is making a determination as to whether to terminate
for Cause. Any determination by the Board hereunder shall be made by
the affirmative vote of the non-employee members of the Board with a
vote in favor of the determination by a number of non-employee
members who constitute at least 75% of the non-employee members of
the Board. Any purported termination of employment of Mr. Weintraub
by Advest which does not meet each and every substantive and
procedural
- 52 -
<PAGE>
requirement of this Section 5(a) shall be treated for all purposes
under this Agreement as a Termination of Employment Without Cause as
addressed under this Section 5(a).
(b) Termination Due to Death. If before the end of the
Agreement Term Mr. Weintraub's employment terminates due to death,
Advest shall immediately after the date of such termination pay to
Mr. Weintraub, or to Mr. Weintraub's Beneficiary (as defined in
Section 8): (i) all benefits specified in Section 8 of this
Agreement, and (ii) a lump-sum amount equal to the sum of (A) Mr.
Weintraub's annual base salary which is accrued but unpaid as of the
date of termination, plus (B) that portion of Mr. Weintraub's annual
Bonus which is earned with respect to the fiscal year ending prior to
the date of termination but which is unpaid as of the date of
termination, plus (C) Mr. Weintraub's Pro-Rata Annual Bonus for the
fiscal year containing the date of termination. In addition, Mr.
Weintraub's Equity Incentive Awards shall immediately and fully vest
upon the date of termination, and shall remain exercisable for not
less than one year therefrom.
(c) Termination Due to Disability. If before the end of the
Agreement Term Mr. Weintraub's employment is terminated due to a
mental or physical disability which prevents Mr. Weintraub from
performing the essential functions of the Chief Executive Officer for
a continuous period of at least six months, and which in the opinion
of the Board of Directors will be permanent or will last for an
indefinite duration, Mr. Weintraub shall receive immediately after
the date of termination: (i) all benefits which are normally provided
to senior Advest executives in the event of disability, and (ii) a
lump-sum amount equal to the sum of (A) Mr. Weintraub's annual base
salary which is accrued but unpaid as of the date of termination,
plus (B) that portion of Mr. Weintraub's annual Bonus which is earned
with respect to the fiscal year ending prior to the date of
termination but which is unpaid as of the date of termination, plus
(C) Mr. Weintraub's Pro-Rata Annual Bonus for the fiscal year
containing the date of termination. In addition, Mr. Weintraub's
Equity Incentive Awards shall immediately and fully vest upon the
date of termination, and shall remain exercisable for not less than
one year therefrom.
(d) Termination of Employment by Advest for Cause, or by Mr.
Weintraub for other than Good Reason. If Mr. Weintraub's employment
is terminated by Advest for Cause, or by Mr. Weintraub for other than
Good Reason, Mr. Weintraub shall receive immediately after the date
of termination a lump-sum amount equal to the sum of (i) Mr.
Weintraub's annual base salary which is accrued but unpaid as of the
date of termination, and (ii) that portion of Mr. Weintraub's annual
Bonus which is earned with respect to the fiscal year ending prior to
the date of termination but which is unpaid as of the date of
termination.
(e) Other Termination Benefits. In addition to any amounts or
benefits payable upon a termination of employment under the terms of
this Agreement, and except as otherwise provided herein, Mr.
Weintraub shall be entitled to any payments or benefits provided
under the terms of any plan, policy or program of Advest or as
otherwise required by applicable law; provided, however, that amounts
payable hereunder shall be reduced by any severance compensation to
which Mr. Weintraub may be entitled and is paid under any plan,
policy, or program of Advest.
(f) Notwithstanding anything to the contrary set forth in this
Agreement, in the event that Advest is otherwise obligated to provide
certain benefits under this Agreement, Advest may elect to provide an
alternative benefits as follows:
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<PAGE>
(i) In the event that Advest would otherwise be obligated
to alter the vesting or exercisability provisions of any Equity
Incentive Awards, in its discretion Advest may offer to pay to
Mr. Weintraub in lieu thereof a lump sum amount equal to the
amount, if any, by which the market value of the underlying
equity as of the date of termination exceeds the exercise price.
Mr. Weintraub may accept this offer by Advest or elect to
exercise any rights he may have under the Equity Incentive
Awards without modification.
(ii) To the extent that it would violate applicable
law or regulation or the provisions of any Advest-sponsored
incentive, savings or retirement plan or any welfare benefit
plan, practices policy or program, Advest shall be excused from
offering Mr. Weintraub participation in such plan, policy or
program. In that event, Advest shall pay to Mr. Weintraub an
amount equal to the net after-tax cost that would be incurred by
Mr. Weintraub in obtaining comparable alternative benefits. In
the case of any benefits receivable under health, life or
disabilty insurance policies, this amount will be deemed to be
the net after-tax cost of obtaining such coverage.
(iii) Advest will use its best efforts to obtain for Mr.
Weintraub Directors and Officers insurance coverage to the
extent called for under paragraph 6(c) and will do so unless it
would involve excessive and unreasonable expense. If Advest
fails to obtain required coverage for Mr. Weintraub, without
limitation of Advest's obligations under Section 6(c), it will
nevertheless provide to Mr. Weintraub indemnification for costs
and expenses comparable to that which would have been provided
by such a policy.
6. Post-Employment Services.
(a) Upon Mr. Weintraub's termination of employment with
Advest other than by reason of Cause or death, for a period of
10 years following such termination the Board of Directors of
Advest (the "Board") may retain Mr. Weintraub in such position
or positions as the Board shall determine in its sole
discretion; provided, however, that if Mr. Weintraub's services
are retained in the following capacities, the following rates of
compensation shall apply:
(i) Services as a member of the Board of Advest (subject
to any required shareholder approval) and as a member of the
Board of Directors of one or more subsidiaries of Advest
("Subsidiaries"). Mr. Weintraub agrees to serve in such
capacities as requested by the Board. For such service, Mr.
Weintraub shall receive aggregate fees equal to $50,000 per
year.
(ii) Service as an independent consultant to Advest
and/or one or more Subsidiaries. Mr. Weintraub agrees to make
himself available to Advest for consultation on such matters as
the Board shall determine, provided that Mr. Weintraub shall in
no event be required to render such consulting services for more
than 40 days in any calendar year, or five days in any calendar
month. For such services, Mr. Weintraub shall receive aggregate
fees equal to $40,000 per year.
(b) The Board may at any time for any reason, or for no reason
at all, terminate Mr.
- 54 -
<PAGE>
Weintraub's services under Section 6(a). If the Board terminates Mr.
Weintraub's services prior to the end of the 10-year period
commencing with his termination other than for Cause (as defined
above), Advest shall pay to Mr. Weintraub an amount equal to two-
thirds of the Present Value, determined as of the date on which such
services terminate and calculated as provided below, of the remaining
payments that would be made to Mr. Weintraub under Section 6(a) if he
were to have continued to provide the services specified therein for
the remainder of said 10-year period. The Board shall determine in
its sole discretion whether such amount shall be paid in a single
lump sum or in two equal consecutive annual installments. If the
Board terminates Mr. Weintraub's services for Cause Mr. Weintraub
shall not be entitled to any further payments pursuant to Section
6(a) or to any payments pursuant to this Section 6(b).
(c) Services rendered by Mr. Weintraub under this Section
6 shall be rendered as an independent contractor, and not as an
employee. Notwithstanding the foregoing, Advest shall provide Mr.
Weintraub with any and all indemnification provided under its
Articles of Incorporation, By-laws and other indemnity provisions,
and Directors and Officers insurance policies as though Mr. Weintraub
were a senior executive of Advest.
(d) For purposes of any calculation of "Present Value" required
under this Agreement as of a particular date, the Present Value shall
be calculated using the fixed 30-year treasury bond rate in effect on
the October 1st immediately preceding that date.
7. Supplemental Retirement Benefit.
(a) Upon Mr. Weintraub's termination of employment (other than
by reason of his death), Advest shall pay to him, so long as a
Determination as defined in Section 6(a) shall not have been made by
the Board, an annual supplemental retirement benefit in each of the
10 years following such Retirement or termination of employment by
Advest having a value equal to the excess in each such year, if any,
of (i) over (ii) where:
(i) is an amount equal to the lesser of (1) $200,000
and (2) 50 percent of the sum of the average of Mr. Weintraub's
base salary and average bonus (disregarding any average bonus
exceeding 25% of base salary) over his final 3 years of full-
time employment with Advest; and
(ii) is the sum of (1) the fees paid to Mr. Weintraub
pursuant to Section 6(a) for the year in question, (2) 50
percent of the Social Security retirement benefits received by
Mr. Weintraub for the year in question, (3) the "Annuity Value
of Section 6(b) Payments" as defined below, and (4) the "Thrift
Plan Offset," as defined below. If Mr. Weintraub's services
under Section 6 are terminated for Cause as described in Section
6(b), then solely for purposes of applying (1) above, fees
theretofore being paid to Mr. Weintraub under Section 6(a) shall
be deemed to have been continued as if said termination for
Cause had not occurred.
For purposes of this Section 7(a), references to a "year" or "years"
shall mean either calendar year(s) or such other 12-month period as
Advest shall reasonably select to make the calculation of the amounts
prescribed herein.
(b) For purposes of this Agreement, the "Annuity Value of
Section 6(b) Payments"
- 55 -
<PAGE>
shall equal the annual amount that would be payable to Mr. Weintraub
under an annuity providing for equal annual payments through the end
of the 10-year period described in Section 6(a) having an aggregate
Present Value as of the date of termination of Mr. Weintraub's
services under Section 6(b) equal to the amount of any single lump
sum payment or two annual installments made or to be made to Mr.
Weintraub pursuant to Section 6(b).
(c) For purposes of this Agreement, the "Thrift Plan Offset" shall
be an amount equalto the annual amount that would be payable to Mr.
Weintraub under an annuity providing for 10 equal annual payments
commencing upon Mr. Weintraub's Retirement, and having an aggregate
Present Value as of the date of such Retirement equal to the sum of:
(i) the actual Advest Thrift Plan account balance of Mr.
Weintraub on January 1, 1993 attributable to prior balances in
the predecessor Employees' Retirement Plan and Employee Stock
Ownership Plan of the Company;
(ii) all Company contributions to Company tax-qualified
retirement plans on behalf of Mr. Weintraub which would have
been made after January 1, 1993 had he contributed the maximum
allowable amount (but excluding contributions made as a
reduction of Mr. Weintraub's compensation); and
(iii) projected earnings computed on each October 1st
by applying the 30-year treasury bond yield rate in effect on
the preceding October 1st to the aggregate of all account
balances, contributions or projected earnings accrued under
clauses (i) or (ii) above or this clause (iii) prior to that
October 1st.
8. Death Benefit. Should Mr. Weintraub die before the
termination of his employment with Advest, Advest shall pay to Mr.
Weintraub's Beneficiary (as defined below) one-half of the amounts
which would have been payable to Mr. Weintraub under Sections 6(a)
and 7, had he been alive and receiving the maximum Social Security
benefits to which he would be entitled. For purposes of this
Agreement, Mr. Weintraub's "Beneficiary" shall mean such person as
Mr. Weintraub shall designate pursuant to Section 11.2 of the Advest
Thrift Plan, or, if no such beneficiary designation is in effect, his
estate. Such payments shall be made in equal annual installments
over the 10-calendar year period commencing with the date of Mr.
Weintraub's death. If Mr. Weintraub should die after termination of
employment (other than for Cause), but before receiving all payments
described in Sections 6(a) and 7, Advest shall continue to make such
payments to Mr. Weintraub's Beneficiary in amounts equal to one-half
of the amounts that Mr. Weintraub would otherwise have received.
9. Election for Joint and Survivor Annuity.
(a) By notice given to Advest prior to his termination of
employment (other than by reason of Cause or death) Mr. Weintraub may
elect to receive, in lieu of all payments which he otherwise would
receive under Sections 6(a) and 7 after Retirement, payments in the
form of a joint and survivor annuity payable over the joint lifetimes
of Mr. Weintraub and his wife or other designated beneficiary (a "J&S
Annuity"). In that event, upon Mr. Weintraub's termination of
employment (other than by reason of Cause or death) Advest shall
provide a J&S Annuity providing for equal annual payments for joint
lifetimes having a cost or actuarial value determined as of the date
of Mr. Weintraub's termination of employment (other than by reason of
Cause or death) equal to the aggregate Present Value on such date of
(i) the
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<PAGE>
payments that would be made to Mr. Weintraub under Section 6(a) were
he to provide the maximum services specified therein for the entire
10 year period and (ii) the supplemental retirement benefits which
would be payable to Mr. Weintraub under Section 7 based upon the
maximum social security benefits which Mr. Weintraub would be
entitled to receive in the first year following his retirement.
(b) In the event that Mr. Weintraub has elected to receive
a J&S Annuity and following his termination declines to provide
services as requested by the Board under Section 6(a) (other than as
a result of his death or disability) or is terminated from such
services for Cause, he will forfeit his J&S Annuity and will receive
instead for any remaining portion of the 10-year period commencing
with his termination only such benefits as would have been payable
under Section 7 of this Agreement had he not elected to receive the
J&S Annuity.
(c) Advest may elect to provide the J&S Annuity by arrangements
with an insurance company or may provide the annuity payments itself.
In the event the J&S Annuity is provided through an insurance
company, Advest will retain ownership thereof or enter into other
appropriate arrangements to the extent required to permit it to
enforce the forfeiture provisions of Section 9(b).
10. Absence of Funding. Except to the extent Advest may
voluntarily choose to do so as provided in Section 9(c) above,
amounts payable under this Agreement shall not be funded in any
manner, and Advest shall administer this Agreement in a manner
designed to ensure, to the extent reasonably possible, that Mr.
Weintraub will not be considered to have received a taxable economic
benefit prior to the time at which payments are actually payable
hereunder. Accordingly, Advest shall not be required to segregate or
earmark any of its assets for the benefit of Mr. Weintraub, and Mr.
Weintraub shall have only a contractual right against Advest for
payments hereunder. The rights and interests of Mr. Weintraub under
this Agreement shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge or encumbrance, nor
shall they be subject to Mr. Weintraub's debts, contracts,
liabilities or torts.
11. Confidential Information. Mr. Weintraub shall not at any
time after termination of employment reveal to anyone other than
authorized representatives of Advest, or use for his own benefit or
the benefit of any third party, any trade secrets, customer
information or other information that has been designated as
confidential by Advest or is understood by Mr. Weintraub to be
confidential, unless such information is or becomes available to the
public or is otherwise public knowledge or in the public domain for
reasons other than Mr. Weintraub's acts or omissions.
12. Legal Fees and Expenses. Advest shall reimburse Mr.
Weintraub for reasonable legal or other fees and expenses incurred by
Mr. Weintraub in negotiating and drafting this Agreement.
13. Amendments. This Agreement can only be altered by written
amendment executed by both parties.
14. Arbitration. Any claim controversy arising between the
parties shall be settled by arbitration before a New York Stock
Exchange, National Association of Securities Dealers, or American
Arbitration Association panel at the option of the employee. The
arbitrators
- 57 -
<PAGE>
shall have no authority to modify any provision of this Agreement or
to award a remedy for a dispute involving this Agreement other than a
benefit specifically provided under this Agreement. The decision of
the arbitrators shall be final and binding on Advest and Mr.
Weintraub, who shall each pay their own legal fees and expenses
associated with arbitration and share any arbitration fees.
IN WITNESS WHEREOF, the parties hereto have caused this Amended
and Restated Employment Amendment to be executed as of the date first
written above.
THE ADVEST GROUP, INC.
By: /s/ Grant W. Kurtz /s/ Allen Weintraub
--------------------------------------------------------
Grant W. Kurtz Allen Weintraub,
President in his individual capacity
CONFIRMED
By: /s/ Richard G. Dooley
---------------------
Richard G. Dooley
Chairman, Compensation Committee
for the Board of Directors
- 58 -
<PAGE>
Exhibit 11
The Advest Group, Inc. and Subsidiaries
Computation of Net Income Per Common Share
For the quarters ended June 30,
- -------------------------------------------------------------------
Assuming
In thousands, except Primary Full Dilution
-------------- ---------------
per share amounts 1996 1995 1996 1995
- -------------------------------------------------------------------
Net income $3,085 $3,307 $3,085 $3,307
Interest expense
on debentures, net -- -- 208 222
------ ------- ------ ------
Net income applicable
to common stock $3,085 $3,307 $3,293 $3,529
====== ===== ====== ======
Average number of common
shares outstanding during
the period 8,443 8,521 8,443 8,521
Additional shares assuming:
Exercise of stock
options 315 236 317 312
Conversion of
debentures -- -- 1,515 1,518
------ ------- ------- -------
Average number of common
shares outstanding 8,758 8,757 10,275 10,351
====== ====== ====== ======
Net income per share $ .35 $ .38 $ .32 $ .34
======== ======== ======== ========
- 59 -
<PAGE>
Exhibit 11
(Continued)
The Advest Group, Inc. and Subsidiaries
Computation of Net Income Per Common Share
For the nine months ended June 30,
- -------------------------------------------------------------------
Assuming
In thousands, except Primary Full Dilution
--------------- ----------------
per share amounts 1996 1995 1996 1995
- -------------------------------------------------------------------
Net income $9,734 $4,328 $9,734 $4,328
Interest expense
on debentures, net -- -- 624 752
------ -------- -------- --------
Net income applicable to
common stock $9,734 $4,328 $10,358 $5,080
====== ====== ======= ======
Average number of common
shares outstanding during
the period 8,422 8,533 8,422 8,533
Additional shares assuming:
Exercise of stock
options 341 198 350 229
Conversion of
debentures -- -- 1,515 1,531
------ ------ ------ -------
Average number of common
shares outstanding 8,763 8,731 10,287 10,293
======= ======= ======= =======
Net income per share $ 1.11 $ .50 $ 1.01 $ .49
======= ======= ======= ========
- 60 -
<TABLE> <S> <C>
<ARTICLE> BD
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 18920
<RECEIVABLES> 581077
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 184582
<INSTRUMENTS-OWNED> 124041
<PP&E> 14492
<TOTAL-ASSETS> 947182
<SHORT-TERM> 69396
<PAYABLES> 242397
<REPOS-SOLD> 0
<SECURITIES-LOANED> 172916
<INSTRUMENTS-SOLD> 39794
<LONG-TERM> 39834
<COMMON> 107
0
0
<OTHER-SE> 87542
<TOTAL-LIABILITY-AND-EQUITY> 947182
<TRADING-REVENUE> 9404
<INTEREST-DIVIDENDS> 14046
<COMMISSIONS> 30247
<INVESTMENT-BANKING-REVENUES> 7357
<FEE-REVENUE> 5246
<INTEREST-EXPENSE> 7515
<COMPENSATION> 39593
<INCOME-PRETAX> 5609
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3085
<EPS-PRIMARY> .35
<EPS-DILUTED> .32
</TABLE>
