Vincent Intierri just got a sweet new pay agreement: a $6.5 million salary until 2013, which bumps up to $7.5 million if his contract extends until 2016. (See the 8k)Intrierri works at Icahn Enterprises, the legendary Carl Icahn’s fund, where he’s a director and general partner, and has been working since 1998.
Another upside of the new non-compete agreement is that Intrierri gets a bonus payment of between $750,000 and $937,500, paid by October 10th.
But the “non-compete” also has some downsides. It’s kind of like a pre-nup.
If Intreirri “cheats” on Icahn by talking to another firm about employment or by making plans to create his own firm, it hurts his pay out.
Check it out, and this is just one of the catch clauses that comes with the new agreement (effective as of Sept 30th, according to a new 8k filing): if Intrierri “seeks, negotiates to obtain, solicits, discusses, arranges for, attempts to arrange for, establishes, or attempts to establish” any other employment or new business (or a bunch of other stuff – check out the details from the filing below), he must pay Icahn $600,000.
Another one is that instead of enjoying “access” to the total sum that Icahn Ent. makes, Intrierri is kind of on an allowance. See here, the second catch: he used to be part of a profit-sharing agreement. Now he must “cease to have any right to participate in incentive allocations, special profit interests or management fees.”
Check out all of the details below. Some seem pretty intense (but then again, we’ve never read anyone’s pay agreement but our own).
Icahn explained the pay package to Bloomberg like this: “I can’t stand in their way. But I want to know the employee is not going to spend half his time thinking about how he can start his own hedge fund … “I like non-competes… Every headhunter in the world is calling up our guys all the time.”
Intrierri is a top dog at Icahn Enterprises –
- He’s been the senior managing director of Icahn Capital LP, the entity through which Carl C. Icahn manages third party private investment funds
Before that, his career was (according to his profile at the Penn State Erie School, where he was recognised as the 2011 Alumni Fellow for being a “leader in his professon” –
- Former distressed-debt portfolio manager at Paul Singer’s Elliott Associates
- Coopers & Lybrand in Pittsburgh, Price Waterhouse in Dallas, and Arthur Andersen in Chicago, where he was a partner in the Bankruptcy and Restructuring Group
He graduated from Penn State Erie, The Behrend College in 1984. He lives in New York with his wife, Joanne, and his two sons, Dominic and Anthony.
Intierri is a golfer who’s described in a 2007 profile of Icahn as one of his two top dealmakers and prospectors and a “an intense, soft-spoken CPA who specialises in bankruptcy workouts.” It also says he has “a sharp eye for salvageable bankruptcy situations.”
Here are the pay details we found as they’re listed in two of the firm’s recently filed 8ks:
His yearly “allowance” is pretty awesome:
— Pursuant to the Agreement, Mr. Intrieri is entitled to aggregate compensation of $6.5 million per annum.
Intrierri has to be on good-employee duty at all times (except maybe on PTOs):
— Employee recognises that the business of the Employer and the other Related Persons requires that he be on call at any time and as a result Employee is required to maintain an office at his residence which is equipped with a dedicated phone line, personal computer and such other reasonable office equipment which Employee deems to be necessary to conduct the Related Persons business at home.
— 27 paid time off days
If Icahn and Intrierri stay together for a long time, he gets more money:
— If the Agreement is extended beyond December 31, 2013 pursuant to the terms of the Agreement, Mr. Intrieri is entitled to aggregate compensation of $7.5 million per annum.
This one is kind of like Intrierri agreeing to hang out with the friends of Icahn’s choice:
— Employee recognises that during the Term Employer may request from time to time that Employee serve on Boards of Directors or as an employee or officer of one or more entities and Employee will do so.
Here’s the cheating clause. It’ll cost Intrierri $600,000 (and also, we’re guessing, his lucrative job):
— Employee will not seek, negotiate to obtain, solicit, discuss, arrange for, attempt to arrange for, establish, or attempt to establish, directly or indirectly, any of the following: any employment, consulting arrangement, advisory or other business relationship, individual proprietorship, venture, business, for profit or not-for-profit enterprises, or any other activity or arrangement individually or with any other Person, through which he will or may obtain compensation, remuneration, fees, profit sharing or any similar payment of any kind or character … In the event that Employee breaches the terms of this Section 9(d), then Employee shall pay to Employer, on demand by Employer, as liquidated damages and not as a penalty, the sum of $600,000. [The equivalent of 1.5 months of pay.]
Signing bonus, kind of like an engagement ring?:
— Effective on October 1, 2011: (x) Employee shall be entitled to a bonus payment of between $750,000 and $937,500 as determined by Carl Icahn, which shall be paid not later than October 10, 2011, and (y) Employee shall cease to have any right to participate in incentive allocations, special profit interests or management fees, or to receive or accrue any other payments, consideration or rights, under or with respect to the Prior Agreement for periods from and after September 30, 2011. Except as set forth in this Section 11 the Prior Agreementis hereby terminated and shall have no further force or effect. Under the Prior Agreement Employee has earned a capital account in partnershipsrelating to the Icahn hedge funds aggregating approximately $2 million.
No talking sh*t about your “husband,” or writing a book about him or helping someone else to:
— Employee shall not, without prior written consent of the Employer, communicate or divulge any Confidential Information to anyone other than the Related Persons and those designated by Employer, except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of his counsel that such disclosure is legally required; provided, however, that Employee will assist Employer at Employer expense, in obtaining a protective order, other appropriate remedy or other reliable assurance that confidential treatment will be accorded such information so disclosed pursuant to the terms of this Agreement.
— All information regarding or concerning Carl Icahn, his family members and all of the other Related Persons shall constitute Confidential Information for purposes of this Agreement. In no event shall Employee during or after his employment hereunder, disparage Mr. Icahn, his family members or any of the other Related Persons. Employee further agrees not to write a book or article about Mr. Icahn, his family members or any of the other Related Persons in any media and not to publish or cause to be published in any media, any Confidential Information, and further agrees to keep confidential and not to disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, script writers, media personalities, and the like, in any and all media or communication methods, any Confidential Information.
Obviously, if Intrierri dies or gets too sick to perform his duties, the contract is null and void:
— The term of employment under this Agreement shall be for a period of 27 months commencing on October 1, 2011 and ending on December 31, 2013 unless such employment ceases earlier for any reason (any early cessation of employment under this Agreement, an “Early Cessation”) (See Section 6 below) (whether: (i) terminated for Cause; (ii) terminated without Cause; (iii) due to death or Disability; (iv) or by the action of Employee such as resignation or retirement).