On March 01, 2018 a
Exhibit,Appendix
was filed
involving a dispute between
George Moss,
and
Rallye Motors Holding Llc,
for Other Matters - Contract - Other
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020
EXHIBIT B
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
GEORGE J. GILLESPIE, JAMES D. COOPER JULIE'', NORTH ANTONY L, RYAN
THOMAS H. BROME STEPHEN L. GORDON
825 EIGHTH AVENUE A NDREW W. NEEDHAM GEORGE E. zoBITE
ROBERT 0. JOFFE DANIEL L. MOSLEY STEPHEN L. BURNS GEORGE A. STEPHANAKIS
ALLEN Fie KELSON GREGORY M, SHAW
N EW YORK, NY 10019-7475 KATHERINE B. FORREST DARIN P. mcATEE
RONALD S. ROLFE PETER S. WILSON KEITH R. HUMMEL GARY A. BORNSTEM
PAUL C. SAUNDERS JAMES C. VAROELL, TELEPHONE: (2)2) 474-1000 DANIEL SLIFKIN TIMOTHY G. CAMERON
DOUGLAS 0. BROADwATER ROBERT H. BARON JEFFREY A. SMITH KARIN A. LIMAS!
FACSI MILE: (212) 474-3700
ALAN C. STEPHENSON KEVIN J. GREHAN ROBERT I. TOWNSEND, DI LIZABETHANN R. EISEN
M AX R. SHULMAN W. CLAYTON JOHNSON WILLIAM J. WHELAN, DAVID S. FINKELSTEIN
STUART W. GOLD STEPHEN S. MADSEN SCOTT A. BARSHAY DAVID GREENWALD
JOHN W. WHITE C. ALLEN PARKER CITYPDINT
PHILIP BOECKMAN RACHEL G. sKAISTis
J OHN E. BEERBOWER MARC S. ROSENBERG ONE ROPEHAKER STREET ROGER G. BROOKS PAUL H. ZUMBRO
LONDON EGET 9HR
EVAN R. CHESLER WILLIAM B. BRANNAN WILLIAM V. FOGG
TELEPHONE: 44-20.7453•1000
PATRICIA GEOGHEGAN SUSAN WEBSTER FAIZA SAEED
0. COLLIER KIRKHAM TIMOTHY G. MASSAD FACSIMILE: 44.50.7560.1 155
RICHARD J. STARK
M ICHAEL L. SCHLER DAVID MERCADO THOMAS E. DUNN
SPECIAL COUNSEL
KRIS F. HEINEELMAN ROWAN 0. WILSON JULIE SPELLMAN SWEET
B. ROBBINS KIESSLING JOHN T. GAFFNEY
WRITER'S DIRECT DIAL NUMBER SAMUEL C. BUTLER
RONALD CAMP
THOMAS D. BARR
ROGER D. TURNER PETER T. BARBUR MARK I. GREENE
PHILIP A. GELSTON
RORY 0. MILLSON
SANDRA C. GOLDSTEIN
PAUL miCHALSKI
(212)474-1696 SARKIS JEBEJIAN
JAMES C. WOOLEN?
N EIL P. WESTREICH THOMAS G. RAFFERTY DAVID R. MARRIOTT
' ANCIS P. BARRON MICHAEL S. GOLDMAN MICHAEL A. PASKIN OF COUNSEL
HARD W. CLARY RICHARD HALL ANDREW J. PITTS ROBERT ROSEN MAN
LIAM p, ROGERS, JR, ELIZABETH L. GRAYER MICHAEL T. REYNOLDS CHRISTINE BEsHAR
PRIVILEGED AND CONFIDENTIAL
July 28, 2005
George Moss Service Agreement
Dear Bob:
I understand that Mrs. Terian is in the process of selling her interests in
Rallye Motors Holding LLC(the "Company"). This letter sets forth my understanding of
George Moss's rights under the Service Agreement dated December 20, 2000 between
Mr. Moss and the Company, as amended by Amendment No, 1 dated September 5, 2002
(the "Service Agreement"). As the Service Agreement will continue to be binding on the
Company after the sale, in the course of the negotiations with the buyer, specific
provisions need to be made for the following rights that Mr. Moss has under the Service
Agreement:
1. Expenses. During the Term ofthe Service Agreement, the Company must
reimburse Mr. Moss for reasonable business-related expenses incurred by
Mr. Moss in connection with his performance of services and other duties set
forth in the Service Agreement. The amount ofsuch expenses may be up to
but may not exceed $1 million over the Term ofthe Service Agreement or
$200,000 in any given year. To the extent the expenses are less than $200,000
in any given year, that amount should be available for reimbursement against
expenses in the following years of the Term. The Agreement also provides
that the "Company shall pay such expense reimbursement monthly upon the
submission by Moss of documentary evidence of such expenses in accordance
with the Company's policies and past practice."
My understanding was that Mr. Moss was intended to collect the full
$1 million ofexpense reimbursements over the Term ofthe Service
Agreement. This is further evidenced by the provision which provides that
the compensation and benefits under the Service Agreement shall survive
112529554On
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020
2
Mr. Moss's death and, in that event, shall be payable to Mrs. Moss or if she
does not survive him, to the executors ofhis estate. The only exception
applies with respect to the provision of automobiles. It is also further
supported by the provision that provides that the compensation and benefits
provided are attributable both to past services and future services under the
Service Agreement and shall be paid or provided to him and shall not be
specifically allocated to any past or future services.
2. Health Insurance. As provided in Amendment No. 1 dated September 5,
2005, the Company must provide(a) at the Company's expense, for Mr. Moss
and his wife for as long as each is living, "health insurance on the same terms
and conditions and with the same benefits as the health insurance maintained
by the Company for Moss at the date ofthis Service Agreement" and (b) at
Mr. Moss's expense for ten years following the commencement of the Term
of the Service Agreement, for Mr. Moss's children, his children's families,
Paul Norton and Barbara Shagrue,"any health insurance now or hereafter
maintained by the Company for its senior executives."
3. Automobiles, For ten years following the commencement of the Term of
the Service Agreement, the Company must provide Mr. Moss and his wife
with two new automobiles oftheir choice each year if both are then living and
one new automobile each year if only one of them is then living, subject to the
limitations set forth in the Service Agreement. At the end ofsuch ten-year
period, the Company must transfer to Mr. Moss and/or his wife the titles to
such automobiles as are then in the possession of Mr. Moss and/or his wife.
Mr. Moss and/or his wife also have the right throughout such ten-year period
to purchase two automobiles each year from the Company at dealer issue
price.
I enclose a copy of the Service Agreement, including Amendment No.1,
for your reference. Please do not hesitate to contact me if you have any questions.
Sincerely,
Mr. Robert Wurmbrand
Wtumbrand, Lerner & Graham P.C.
435 Maple Avenue
Westbury, New York 11590
Encl.
U2529554011
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018
NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020
3
Copy w/ ends. to:
Ms. Juliana Terian
Rallye Motors Holding LLC
1600 Northern Boulevard
Roslyn, NY 11576
112529554v1)1
Document Filed Date
January 27, 2020
Case Filing Date
March 01, 2018
Category
Other Matters - Contract - Other
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Preview
FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020 EXHIBIT B FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020 CRAVATH, SWAINE & MOORE LLP WORLDWIDE PLAZA GEORGE J. GILLESPIE, JAMES D. COOPER JULIE'', NORTH ANTONY L, RYAN THOMAS H. BROME STEPHEN L. GORDON 825 EIGHTH AVENUE A NDREW W. NEEDHAM GEORGE E. zoBITE ROBERT 0. JOFFE DANIEL L. MOSLEY STEPHEN L. BURNS GEORGE A. STEPHANAKIS ALLEN Fie KELSON GREGORY M, SHAW N EW YORK, NY 10019-7475 KATHERINE B. FORREST DARIN P. mcATEE RONALD S. ROLFE PETER S. WILSON KEITH R. HUMMEL GARY A. BORNSTEM PAUL C. SAUNDERS JAMES C. VAROELL, TELEPHONE: (2)2) 474-1000 DANIEL SLIFKIN TIMOTHY G. CAMERON DOUGLAS 0. BROADwATER ROBERT H. BARON JEFFREY A. SMITH KARIN A. LIMAS! FACSI MILE: (212) 474-3700 ALAN C. STEPHENSON KEVIN J. GREHAN ROBERT I. TOWNSEND, DI LIZABETHANN R. EISEN M AX R. SHULMAN W. CLAYTON JOHNSON WILLIAM J. WHELAN, DAVID S. FINKELSTEIN STUART W. GOLD STEPHEN S. MADSEN SCOTT A. BARSHAY DAVID GREENWALD JOHN W. WHITE C. ALLEN PARKER CITYPDINT PHILIP BOECKMAN RACHEL G. sKAISTis J OHN E. BEERBOWER MARC S. ROSENBERG ONE ROPEHAKER STREET ROGER G. BROOKS PAUL H. ZUMBRO LONDON EGET 9HR EVAN R. CHESLER WILLIAM B. BRANNAN WILLIAM V. FOGG TELEPHONE: 44-20.7453•1000 PATRICIA GEOGHEGAN SUSAN WEBSTER FAIZA SAEED 0. COLLIER KIRKHAM TIMOTHY G. MASSAD FACSIMILE: 44.50.7560.1 155 RICHARD J. STARK M ICHAEL L. SCHLER DAVID MERCADO THOMAS E. DUNN SPECIAL COUNSEL KRIS F. HEINEELMAN ROWAN 0. WILSON JULIE SPELLMAN SWEET B. ROBBINS KIESSLING JOHN T. GAFFNEY WRITER'S DIRECT DIAL NUMBER SAMUEL C. BUTLER RONALD CAMP THOMAS D. BARR ROGER D. TURNER PETER T. BARBUR MARK I. GREENE PHILIP A. GELSTON RORY 0. MILLSON SANDRA C. GOLDSTEIN PAUL miCHALSKI (212)474-1696 SARKIS JEBEJIAN JAMES C. WOOLEN? N EIL P. WESTREICH THOMAS G. RAFFERTY DAVID R. MARRIOTT ' ANCIS P. BARRON MICHAEL S. GOLDMAN MICHAEL A. PASKIN OF COUNSEL HARD W. CLARY RICHARD HALL ANDREW J. PITTS ROBERT ROSEN MAN LIAM p, ROGERS, JR, ELIZABETH L. GRAYER MICHAEL T. REYNOLDS CHRISTINE BEsHAR PRIVILEGED AND CONFIDENTIAL July 28, 2005 George Moss Service Agreement Dear Bob: I understand that Mrs. Terian is in the process of selling her interests in Rallye Motors Holding LLC(the "Company"). This letter sets forth my understanding of George Moss's rights under the Service Agreement dated December 20, 2000 between Mr. Moss and the Company, as amended by Amendment No, 1 dated September 5, 2002 (the "Service Agreement"). As the Service Agreement will continue to be binding on the Company after the sale, in the course of the negotiations with the buyer, specific provisions need to be made for the following rights that Mr. Moss has under the Service Agreement: 1. Expenses. During the Term ofthe Service Agreement, the Company must reimburse Mr. Moss for reasonable business-related expenses incurred by Mr. Moss in connection with his performance of services and other duties set forth in the Service Agreement. The amount ofsuch expenses may be up to but may not exceed $1 million over the Term ofthe Service Agreement or $200,000 in any given year. To the extent the expenses are less than $200,000 in any given year, that amount should be available for reimbursement against expenses in the following years of the Term. The Agreement also provides that the "Company shall pay such expense reimbursement monthly upon the submission by Moss of documentary evidence of such expenses in accordance with the Company's policies and past practice." My understanding was that Mr. Moss was intended to collect the full $1 million ofexpense reimbursements over the Term ofthe Service Agreement. This is further evidenced by the provision which provides that the compensation and benefits under the Service Agreement shall survive 112529554On FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020 2 Mr. Moss's death and, in that event, shall be payable to Mrs. Moss or if she does not survive him, to the executors ofhis estate. The only exception applies with respect to the provision of automobiles. It is also further supported by the provision that provides that the compensation and benefits provided are attributable both to past services and future services under the Service Agreement and shall be paid or provided to him and shall not be specifically allocated to any past or future services. 2. Health Insurance. As provided in Amendment No. 1 dated September 5, 2005, the Company must provide(a) at the Company's expense, for Mr. Moss and his wife for as long as each is living, "health insurance on the same terms and conditions and with the same benefits as the health insurance maintained by the Company for Moss at the date ofthis Service Agreement" and (b) at Mr. Moss's expense for ten years following the commencement of the Term of the Service Agreement, for Mr. Moss's children, his children's families, Paul Norton and Barbara Shagrue,"any health insurance now or hereafter maintained by the Company for its senior executives." 3. Automobiles, For ten years following the commencement of the Term of the Service Agreement, the Company must provide Mr. Moss and his wife with two new automobiles oftheir choice each year if both are then living and one new automobile each year if only one of them is then living, subject to the limitations set forth in the Service Agreement. At the end ofsuch ten-year period, the Company must transfer to Mr. Moss and/or his wife the titles to such automobiles as are then in the possession of Mr. Moss and/or his wife. Mr. Moss and/or his wife also have the right throughout such ten-year period to purchase two automobiles each year from the Company at dealer issue price. I enclose a copy of the Service Agreement, including Amendment No.1, for your reference. Please do not hesitate to contact me if you have any questions. Sincerely, Mr. Robert Wurmbrand Wtumbrand, Lerner & Graham P.C. 435 Maple Avenue Westbury, New York 11590 Encl. U2529554011 FILED: NEW YORK COUNTY CLERK 01/27/2020 12:46 PM INDEX NO. 151869/2018 NYSCEF DOC. NO. 85 RECEIVED NYSCEF: 01/27/2020 3 Copy w/ ends. to: Ms. Juliana Terian Rallye Motors Holding LLC 1600 Northern Boulevard Roslyn, NY 11576 112529554v1)1