Executive Officer Legal Fee Reimbursement Program Related to Wachovia Merger
This agreement authorizes the company to reimburse its executive officers for reasonable legal fees incurred in connection with the proposed merger with Wachovia. The reimbursement covers fees for legal advice from one counsel, specifically regarding the negotiation of the officers' employment arrangements with Wachovia, as requested by the Board. The program applies to fees incurred until either the merger is completed or the merger agreement is terminated. All reimbursed fees must directly relate to these employment negotiations and related public disclosures.
Exhibit 10.41
Executive Officer Reimbursement Program – Reimbursement of Certain Legal Expenses
On September 2, 2005, the company’s Board of Directors passed a resolution authorizing the company to reimburse its executive officers for legal fees reasonably incurred in connection with the proposed merger with Wachovia. The fees to be reimbursed may be incurred through the earlier of (i) the termination of the merger agreement prior to completion of the merger, and (iii) the effective time of the merger. In each case the fees must relate to (i) legal advice provided by one counsel to the executive officers, sought by the executive officers at the request of the Board in connection with the negotiation of the executive officers’ respective employment arrangements with Wachovia and (ii) matters directly related to thereto including their description in the company’s Securities and Exchange Commission filings and other state public statements.
