Exhibit 10.1


 


December 28,
2004


 


Mr. Bruce
W. Calvert


Alliance
Capital


Management
Corporation


1345
Avenue of the Americas


New
York, NY 10105


 


Dear
Bruce:


 


This letter sets forth the terms of your agreement
with Alliance Capital Management Corporation (the “Company”)
and Alliance Capital Management L.P. (the “Partnership”).


 


1.           Position and Responsibilities.  (a) You
will serve as Chairman (“Chairman”) of
the Board of Directors of the Company (the “Board”)
until December 31, 2004, in which capacity you will report to the Board.


 


(b) Until March 31, 2009 (the “Expiration Date”) or such earlier date that your employment
terminates in accordance with the terms of this agreement (the “Employment Term”), you will serve as an executive adviser to
the Chief Executive Officer (“CEO”) of the
Partnership.  As such, you will devote
your best efforts and energies to the performance of your duties hereunder; provided, however, that it shall not be a violation of this
agreement for you to (a) serve on corporate, civic or charitable boards or
committees and (b) manage your personal investments, so long as such
activities described in clauses (a) and (b) do not significantly
interfere with the performance of your responsibilities in accordance with this
agreement and otherwise comply with the Partnership’s policies and procedures


 


2.             Compensation.


 


(a)   Base Salary.  Until December 31, 2004, you will be
entitled to receive a minimum base salary of $275,000 per year.  During the remainder of the Employment Term,
you will receive a base salary equal to the greater of $120,000 per year or an
amount determined on an annual basis by the Compensation Committee of the Board
(the “Compensation Committee”).  Your
salary shall be payable in bi-weekly installments or otherwise in accordance
with the Partnership’s payroll practices in effect from time to time.


 


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(b)   Bonus.  For calendar year 2004, you will be entitled
to receive an annual bonus of $500,000 (the “Guaranteed
Bonus”).  For the remainder of
the Employment Term, the amount and terms of your annual bonus will be subject
to the discretion of the Compensation Committee based upon the recommendation
of the management Finance Committee and consistent with your position and
performance.


 


3.             Benefits. 
During the Employment Term, you and your eligible dependents shall
continue to participate in the Partnership’s benefit plans and programs,
including group health, dental and life insurance.  You shall also continue to participate in,
contribute to or accrue benefits under the Partnership’s retirement and profit
sharing plans as generally available to other senior executives and under the
Alliance Capital Accumulation Plan.


 


4.             Awards under the Partners
Compensation Plan.  During the Employment Term, you shall
continue to participate in the Partners Compensation Plan.  For calendar year 2004, the Partnership will
make an award to you of not less than $500,000.  Awards for subsequent years will be at the
discretion of the Compensation Committee based upon the recommendations of the
management Finance Committee and consistent with your position and performance


 


5.             Perquisites and Expenses.


 


(a)   During the Employment Term, any business travel,
including use of the Partnership’s leased or owned aircraft, will be on the
same basis and manner as travel by the CEO and President of the Company.  In addition, you will be entitled to use the
aircraft for not more than 60 hours per year, unless the Partnership ceases to
lease or own an aircraft.


 


(b)   During the Employment Term, you will be
entitled to perquisites on the same terms and conditions as the CEO and
President.  Such perquisites currently
include club memberships and the use of a company-provided automobile.


 


(c)   The Partnership will reimburse you for all
reasonable business-related expenses incurred by you during the Employment
Term, in accordance with the Partnership’s policies and procedures.


 


6.             Office and Support Staff.


 


(a)   Until December 31, 2004, the Partnership
will make available to you at its New York headquarters such office space and
other assistance as is consistent with your position, responsibilities and
duties.  In addition to the foregoing, during
the Employment Term, the Partnership will provide you with a secretary with
compensation and abilities commensurate with your current secretary.


 


(b)   From January 1, 2005 through the
remainder of your Employment Term, the Partnership will provide you with a furnished
and equipped office at a location of your choice in Connecticut and will pay
for the cost of the lease and the operation expenses


 


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associated with the office not exceeding $7,000 per
month.  In addition, the Partnership will
bear the construction costs, the space plan and budget for which have been
mutually agreed upon by the parties.


 


7.             Termination of Employment.


 


(a)   Termination by the
Partnership without Cause.  In
the event of a termination of your employment by the Partnership without Cause
(as defined below), you shall be entitled to receive (i) the base salary
that would otherwise have been payable to you pursuant to Section 2(a) had
you remained employed through the Expiration Date, to the extent not previously
paid, (ii) the Guaranteed Bonus that would otherwise have been payable to
you pursuant to Section 2(b) had you remained employed through the
payment date of the Partnership’s calendar year 2004 annual bonuses, to the
extent not previously paid, (iii) payment of the minimum amounts that
would otherwise have been awarded to you under the Partners Compensation Plan
pursuant to Section 4 above had you remained employed through the
Expiration Date, to the extent not previously contributed on your behalf to the
Partners Compensation Plan, (iv) full vesting of all awards made to you or
on your behalf under the Partnership’s equity plans prior to the termination of
your employment, including your awards under the Partners Compensation Plan, (v) comparable
health and welfare benefits for yourself, your spouse and your dependents
through the Expiration Date, (vi) a lump sum cash payment equal to the sum
of (A) the product of $20,000 times the number of plan years for which you
will not receive a Partnership contribution to your account under the
tax-qualified Profit Sharing Plan for Employees of Alliance Capital Management
L.P. as a result of your termination, through and including plan year 2008, but
reduced by the amount of any contributions made to your plan account with
respect to the plan year in which your termination occurs, if any and (B) the
actuarial equivalent of the additional benefit you would have accrued under the
tax-qualified Retirement Plan for Employees of Alliance Capital Management
L.P., in each case, had you remained employed through the Expiration Date, (vii) any
other benefits to which you may be entitled in accordance with the terms of the
plans, policies and arrangements referred to in Section 3 hereof upon or
by reason of such termination and (viii) continuation of the perquisites,
reimbursements and support provided under Section 5 and 6 hereof until the
Expiration Date.  The amounts payable
under clauses (i), (ii), (iii) and (vi) above and your awards under
the Partners Compensation Plan shall be distributed to you within 30 days after
your termination of employment.


 


(b)   Termination by the
Partnership for Cause.  In the
event of a termination of your employment for Cause (as defined below), you
shall be entitled to receive the pro rata portion of your base salary for
services rendered to the date of termination, to the extent not previously
paid, and you shall not be entitled to any further benefits or payments
hereunder.  The benefits and awards to
which you may be entitled pursuant to the plans, policies and arrangements
referred to in Sections 3 and 4 hereof shall be determined upon such
termination in accordance with the terms of such plans, policies and
arrangements.  For purposes of this
agreement, “Cause” means your conviction for a
felony under the laws of the United States or any state thereof or a breach of
your


 


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obligations set forth in Section 8(a) or (b) hereof,
which breach is material to the business of the Partnership.


 


(c)   Resignation.  In the event of your resignation, you shall
be entitled to receive the pro rata portion of your base salary for services
rendered to the date of termination, to the extent not previously paid, and you
shall not be entitled to any further benefits or payments hereunder.  The benefits and awards to which you may be
entitled pursuant to the plans, policies and arrangements referred to in
Sections 3 and 4 hereof shall be determined upon such termination in accordance
with the terms of such plans, policies and arrangements.  Your resignation will only be valid hereunder
if effected pursuant to a written notice signed by you and submitted to the
Secretary of the Company for delivery to the Board.


 


(d)   Termination due to Death
or Disability.  In the event
that your employment is terminated due to your death or Disability (as defined
in the Partners Compensation Plan as in effect as of the date hereof), you or
your estate (as applicable) shall be entitled to receive the benefits and
payments that you would have received under Section 7(a) above had
your termination of employment been a termination by the Partnership without
Cause, and you, your spouse and your dependents shall be entitled to continued
health benefits as described in clause (v) of Section 7(a), provided,
however, that neither you, your estate nor your survivors will be entitled to
the payment described in clause (vi) of Section 7(a) or the
continuation of the perquisites, reimbursements and support provided under Section 5
and 6 (and clause (viii) of Section 7(a)) hereof in the event your
employment is terminated due to your death or Disability.


 


8.             Covenants.


 


(a)   Confidentiality.  You acknowledge that you have acquired and
will acquire confidential information respecting the business of the
Partnership.  Accordingly, you agree that
you will not disclose, at any time (during the Employment Term or thereafter)
any such confidential information to any unauthorized third party without the
written consent of the Partnership as authorized by the Board, except as
required to respond to a subpoena or other legal proceeding and except to
consult with legal or other advisors, provided that
such advisors agree to be bound by the provisions of this Section 8(a); provided, that in the event you are requested pursuant a
subpoena or other legal proceeding to disclose any such confidential
information, you shall promptly notify the Partnership of such request and
shall fully cooperate with the Partnership in any attempt to contest such
request.  For this purpose, information
shall be considered confidential only if such information is proprietary to the
Partnership and has not been made publicly available prior to its disclosure by
you.


 


(b)   Non-Competition.  From the date hereof through the first
anniversary of any termination of your employment hereunder, or in the case of
a termination of your employment by the Partnership without Cause, through the
date of such termination, you will not, without the consent of the Board,
directly or indirectly, engage or be interested in (whether as an owner, partner,
shareholder, employee, director, officer, agent,


 


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consultant or otherwise), with or without
compensation, any business that is in direct or indirect competition with any
active business of the Partnership, any successor to the Partnership’s
business, or any of their affiliates or subsidiaries and in which you
participated while you were employed by the Partnership, any successor to the
Partnership’s business or any of their affiliates or subsidiaries prior to the
date hereof or during the Employment Term. 
Nothing in this Section 8(b) shall prohibit you from acquiring
or holding, directly or indirectly, any units in the Partnership or not more
than 3% of any class of publicly traded securities of any business.  Notwithstanding anything to the contrary,
your obligations under this Section 8(b) shall in no event extend
beyond the Expiration Date.


 


(c)   Remedy for Breach and
Modification.  You acknowledge
that the provisions of this Section 8 are reasonable and necessary for the
protection of the Partnership and that the Partnership will be irrevocably
damaged if such covenants are not specifically enforced.  Accordingly, you agree that, in addition to
any other relief or remedies available to the Partnership, the Partnership
shall be entitled to seek and obtain an appropriate injunction or other
equitable remedy from a court with proper jurisdiction for the purposes of
restraining you from any actual or threatened breach of such covenants, and no
bond or security will be required in connection therewith.  If any provision of this Section 8 is
deemed invalid or unenforceable, such provision shall be deemed modified and
limited to the extent necessary to make it valid and enforceable.


 


(d)   Cooperation.  Following any termination of your employment
for any reason or upon the expiration of this agreement, you agree that you
will cooperate with the Company’s and the Partnership’s reasonable requests
relating to matters that pertain to your employment by the Company and the
transition of your duties to your successor. 
In addition, following termination of your employment by either party,
you will cooperate with the Company or the Partnership’s reasonable requests
relating to any legal proceedings on behalf of the Company or the Partnership,
or otherwise making yourself reasonably available to the Company or the
Partnership for other related purposes. 
Any such cooperation hereunder will be performed at times scheduled
taking into consideration your other commitments and the Partnership will
reimburse you for your reasonable expenses incurred in connection with your
cooperation.


 


9.             Indemnification. 
During the Employment Term, you shall be an “Indemnified Person” within
the agreement of Limited Partnership of the Partnership.  You shall also be covered by the Partnership’s
directors’ and officers’ liability policy. 
The foregoing indemnity shall not apply to claims against you that arise
under the terms of this agreement and nothing herein shall require indemnification
for any conduct occurring after the Employment Term.


 


10.           Legal Rights, Fees and Expenses.  The
Partnership will reimburse all reasonable attorneys’ and related fees and
expenses incurred by you in connection with the negotiation of this
agreement.  In addition, the Partnership
will reimburse all reasonable attorneys’ and related fees and expenses incurred
by you in connection with any dispute associated with the interpretation,
enforcement or defense of your rights under this agreement unless you have
proceeded without substantial merit or good faith.  Nothing contained herein is intended to limit


 


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remedies
or damages to which the parties may be entitled for any breach of this
agreement either in law or in equity.


 


11.           Miscellaneous.


 


(a)   Governing Law.  This agreement shall be governed by New York
law, without reference to principles of conflicts of law.


 


(b)  Entire Agreement; Amendments.  This agreement contains the entire
understanding of the parties with respect to the subject matter hereof,
including the terms and conditions of your continued employment with the
Company and the Partnership, and supercedes any and all prior agreements and
understandings, whether written or oral, among you, the Company, the
Partnership or any affiliate thereof with respect to the subject matter hereof,
including your March 7, 2003 agreement with the Company and the
Partnership. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject
matter herein other than those expressly set forth herein.  This agreement may not be altered, modified,
or amended except by written instrument signed by the parties hereto.


 


(c)   Assignment.  This agreement shall not be assignable by
you, and shall be assignable by the Company or the Partnership only to any
affiliate of the Company or the Partnership or to any corporation or other
entity resulting from the reorganization, merger or consolidation of the Company
or the Partnership with any other corporation or entity or any corporation or
entity to or with which the Company’s or the Partnership’s business or
substantially all of its business or assets may be sold, exchanged or
transferred.


 


(d)  Waiver.  The failure
of a party to insist upon strict adherence to any term of this agreement on any
occasion shall not be considered a waiver thereof or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this agreement.


 


(e)   Severability.  In the event any provision of this agreement
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the agreement and the agreement shall
be construed and enforced as if the illegal or invalid provision had not been
included.


 


(f)   Taxes.  The Partnership shall have the right to
deduct from all amounts paid to you any taxes required by law to be withheld in
respect of payments pursuant to this agreement.


 


(g)   Arbitration.  Subject to Section 8(c), any dispute
arising out of, or relating to, this agreement shall be resolved by binding
arbitration, to be held in the Borough of Manhattan in New York City, under the
auspices of the American Arbitration Association and the rulings of such
arbiters shall be enforceable by any court of competent jurisdiction.


 


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(h)   Headings.  Section headings are used herein for
convenience of reference only and shall not affect the meaning of any provision
of this agreement.


 


(i)   Notice.  Any notice, consent, request or other
communication made or give in connection with this agreement shall be in
writing and shall be deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, to those listed below
at their following respective addresses or at such other address as each may
specify by notice to the others:


 


To the Executive:


 


At the address set forth below


 


To the Partnership:


 


Alliance Capital Management Corporation


1345 Avenue of the Americas


New York, New York 10105


Attention:       Laurence E. Cranch
Executive Vice President and General
Counsel


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  ALLIANCE CAPITAL MANAGEMENT L.P.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  ALLIANCE CAPITAL MANAGEMENT

  	
   

  
	
   

  	
  CORPORATION, its General
  Partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gerald M. Lieberman

  	
   

  	
   

  
	
   

  	
   

  	
  Gerald M. Lieberman

  	
   

  
	
   

  	
   

  	
  President and Chief Operating Officer

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACCEPTED BY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Bruce W. Calvert

  	
   

  	
   

  
	
  Bruce W. Calvert

  	
   

  
	
   

  	
   

  
	
  Jan. 8, 2005

  	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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