Separation and Compensation Letter Agreement between MBIA Insurance Corporation and Richard L. Weill
This agreement confirms that Richard L. Weill's employment with MBIA Insurance Corporation ends on June 30, 2004. He will receive all vested retirement and benefit plan rights, and may elect retiree medical and dental coverage. Additional payments, including a cash bonus and lump sum awards, as well as continued vesting of stock options and restricted stock, are offered if he signs a related release. Mr. Weill has 21 days to accept and 7 days to revoke his acceptance. The agreement outlines the terms for benefits, payments, and option exercise periods.
Exhibit 10.70
Kevin D. Silva
Chief Administrative Officer
MBIA Insurance Corporation
113 King Street, Armonk, NY 10504
June 25, 2004
Richard L. Weill
24 Bretton Ridge Road
Mt. Kisco, NY 10549
Dear Dick:
This letter is to acknowledge that your last day with MBIA as a regular full-time employee is on June 30, 2004 (the “Separation Date”).
You will be entitled to receive any vested benefits to which you are entitled under MBIA’s Retirement Plans as of your Separation Date. Such vested benefits will be paid to you pursuant to the terms of the applicable plan. You will also have such rights under any other benefit plan or arrangement sponsored by MBIA as are provided to other employees who terminate employment with MBIA.
Your medical and dental, life and short and long-term disability insurance ends as of June 30, 2004. If you choose, you may elect to receive retiree medical and dental coverage. You will also be eligible to convert your life insurance coverage to an individual policy. You will not be eligible to participate in MBIA’s Retirement Plans past the separation date except to the extent of any vested rights therein.
Whether or not you sign the attached Agreement and General Release (the “Agreement”), you will be entitled to the benefits referred to in the previous paragraphs and you may elect retiree medical and dental benefit continuation coverage.
Further, we are offering the following additional payments and benefits as specified in this letter and subject to your execution and adherence to the terms of the attached Agreement and General Release:
| • | A lump sum cash bonus payment for the 2004 performance year, in the amount of $750,000.00, payable after the conclusion of the Revocation Period (minus applicable taxes and withholdings). |
| • | All outstanding restricted stock will continue to naturally vest in accordance with the vesting terms of the original grant. |
| • | Your current outstanding stock options will continue to naturally vest under the original grant terms, during the period beginning on the Separation Date to the fifth anniversary of your separation. |
| • | You will have five years from the Separation Date to exercise your vested options; however, this exercise period shall not exceed the option’s original expiration date. |
| • | All outstanding options will expire on the fifth anniversary of the Separation Date. |
| • | If at any time before the end of the five year period MBIA’s stock price has traded at a price of at least $90.00 for a period of 10 consecutive trading days at any point during each trading day, all unvested options will immediately vest and you will have 12 months from the last day of the 10 consecutive day period to exercise all of your vested options (not to exceed the original five year exercise period or the options original expiration date). All outstanding options not exercised during this 12 month period will expire. |
| • | A lump sum payment for your 2001 MBV award (grant date of 2/7/2002) in the amount of $1,092,000.00 with payment after the conclusion of the Revocation Period (minus applicable taxes and withholdings). |
| • | A lump sum payment for your 2002 MBV award (grant date of 2/12/2003) in the amount of $816,213.00 with payment after the conclusion of the Revocation Period (minus applicable taxes and withholdings). |
You have up to twenty-one (21) days from your receipt of this letter and the enclosed Agreement and General Release to elect to accept the terms and conditions set forth. To indicate your acceptance, please return the signed original letter and notarized Agreement and General Release no later than July 16, 2004 to: Kevin Silva, Chief Administrative Officer, MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504.
In addition, you have seven (7) days after signing the letter and the Agreement to revoke your acceptance of its terms. The letter and the Agreement will not become effective until the eighth (8th) day following your signing of the Agreement.
MBIA is not providing you with any legal, tax or financial advice. We advise you to consult with an attorney of your choice before signing the Agreement.
On behalf of MBIA, we want to convey our gratitude for your contributions during your tenure with MBIA and pledge to make this transition as smooth as possible for both you and MBIA. We wish you continued success in your future endeavors.
Sincerely,
| /s/ Kevin Silva |
| Kevin D. Silva |
| Chief Administrative Officer |
Accepted and Agreed:
| /s/ Richard L. Weill | June 29, 2004 | |
| Richard L. Weill | Date |
