Exhibit 10.12(b)
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Amendment and Continuation of Executive Compensation and Benefits
Agreement
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Renaissance Holdings, Inc. The Company
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Household International, Inc. Household
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The Company has previously entered into the Executive Compensation and Benefits
Agreement with the Executive effective as of September 1, 1999 (the
"Agreement"). It is contemplated that the Company will be merged into
Renaissance Credit Services, Inc., a Delaware corporation ("RCS"), a subsidiary
of Household. It is the desire of the Executive and Household that the
Agreement be continued by RCS upon such merger. Accordingly, as of the closing
date (the "Closing Date") of such merger, the following changes to the Agreement
shall become effective:
1. "RCS" shall be substituted for the "Company" wherever appropriate.
2. Executive will receive a salary increase resulting in an annual salary of
$167,400.
3. Executive will be eligible for an annual bonus under the Household
International Corporation Executive Bonus Plan and any successor or
substitute plan or plans (the "Bonus Plan") having a target value equal to
forty percent (40%) and a maximum value of sixty percent (60%) of
Executive's annualized salary as of the end of the period in which the bonus
is earned. The amount of bonus for any year that Executive actually
receives, if any, will depend on the achievement of the corporation and
Executive individual goals established for that year and the terms of the
Bonus Plan. Executive's bonus will be prorated based on the number of
elapsed months in the performance period in the case of death, disability
(as described in paragraph 7.6), or retirement under the Household
Retirement Income Plan or any successor tax qualified defined benefit plan.
This bonus shall be in place of any bonus under the Company's Management
Incentive Premium or Management Incentive Plan.
4. Instead of being eligible for additional option grants for Company stock,
Executive shall be eligible for future grants of stock options and/or
restricted stock rights under the Household International 1996 Long-Term
Executive Incentive Compensation Plan and any successor or substitute plan
or plans. The amount and frequency of future grants shall be solely
determined by Household's Board of Directors and shall reflect Executive's
level of responsibility within Household and its affiliates.
5. During the course of Executive's performance under this Agreement,
Executive will receive and be exposed to confidential and proprietary
information relating to Household's and its affiliates' business practices
and strategies ("Confidential Information"). Such Confidential Information
may include but shall not be limited to confidential and proprietary
information that is marked "Confidential" or its equivalent and the
marketing and customer support strategies, financial information, including
sales, costs, profits and pricing methods, internal organizations, employee
lists and customer lists of Household and its affiliates. At all times
during the term of employment and thereafter, Executive will hold in
strictest confidence and will not disclose or use any Confidential
Information, except as such disclosure or use may be required in connection
with Executive's work for Household or its affiliates. Notwithstanding the
foregoing, "Confidential Information" shall not be deemed to include
information which Executive can demonstrate is now, or hereafter becomes,
through no act or failure to act on Executive's part, generally known or
publicly available.
6. For the period ending one (1) year after the termination of this Agreement
or after Executive's termination of employment, whichever is later,
Executive will not solicit customers of Household or its affiliates nor
solicit to hire any employee of Household or its affiliates which would
result in a termination of his or her employment with Household or its
affiliates in order to join any company or organization in which Executive
has an interest, financially or otherwise.
Renaissance Holdings, Inc. Date: 12/1/99
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its Chief Executive Officer
Household International, Inc. Date: 12/1/99
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By: /s/ ▇. ▇. ▇▇▇▇▇
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Siddharth N. (▇▇▇▇▇) ▇▇▇▇▇
Its Group Executive
Executive Date: 12/1/99
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