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Management Continuity Agreement
Management Continuity Agreement (63K)
Doc #201446: Click preview link for longer preview.
MANAGEMENT CONTINUITY AGREEMENT
THIS AGREEMENT dated as of this 1st day of August, 2002 between Ernest
F. Schaub (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and
WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:
1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending thirty-six (36) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate thirty-six (36) months from such
Renewal Date, unless at least sixty (60) days prior to the Renewal Date the
Company shall give notice to the Executive that the Term shall not be so
extended.
2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is thirty-six (36) months after the date on which
such Change in Control occurs (subject to the provisions of Section 20 below
pursuant to which the Period of Employment may be deemed to have commenced prior
to the date of a Change in Control in certain circumstances).
3. CERTAIN DEFINITIONS. For purposes of this Agreement:
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean Executive's termination of employment with
the Company due to (A) the willful and continued failure by Executive
to substantially perform Executive's duties with the Company, which
failure causes material and demonstrable injury to the Company (other
<PAGE>
than any such failure resulting from Executive's incapacity due to
physical or mental illness), after a demand for substantial performance
is delivered to Executive by the Board which specifically identifies
the manner in which the Board believes that Executive has not
substantially performed Executive's duties, and after Executive has
been given a period (hereinafter known as the "Cure Period") of at
least thirty (30) days to correct Executive's performance, or (B) the
willful engaging by Executive in other gross misconduct materially and
demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive's part shall be considered "willful"
unless conclusively demonstrated to have been done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive's action or omission was in the best interests of the
Company. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include
a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice
to Executive and an opportunity for Executive, together with
Executive's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Executive was guilty of conduct set
forth above in clause (A) (including the expiration of the Cure Period
without the correction of Executive's performance) or clause (B) above
and specifying the particulars thereof in detail.
"Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company
or any of its subsidiaries, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which,
following such acquisition, more than 70% of, respectively,
the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such acquisition in
substantially the same proportions as their ownership, solely
in their capacity as shareholders of the Company, immediately
201446
|
EnPro Industries
As referenced in this Management Continuity Agreement:
enpro – as of this 1st day of August, 2002 between Ernest
F. Schaub (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to
enpro – the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any
enpro – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
ENPRO INDUSTRIES, INC.
By: /s/ Richard C. Driscoll
---------------------------------------
Name: Richard C. Driscoll
Title: Senior Vice President,
dt 5607
;
| Ernest F. Schaub
|
| Preview
Subscribers | 2003 |
Management Continuity Agreement
Management Continuity Agreement (63K)
Doc #201447: Click preview link for longer preview.
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>11
<FILENAME>g81057exv10w22.txt
<DESCRIPTION>MANAGEMENT CONTINUITY AGREEMENT/ LESLIE
<TEXT>
<PAGE>
EXHIBIT 10.22
MANAGEMENT CONTINUITY AGREEMENT
THIS AGREEMENT dated as of this 1st day of August, 2002 between Michael
J. Leslie (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and
WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:
1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending thirty (30) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate thirty (30) months from such Renewal
Date, unless at least sixty (60) days prior to the Renewal Date the Company
shall give notice to the Executive that the Term shall not be so extended.
2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is thirty (30) months after the date on which such
Change in Control occurs (subject to the provisions of Section 20 below pursuant
to which the Period of Employment may be deemed to have commenced prior to the
date of a Change in Control in certain circumstances).
3. CERTAIN DEFINITIONS. For purposes of this Agreement:
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean Executive's termination of employment with
the Company due to (A) the willful and continued failure by Executive
to substantially perform Executive's duties with the Company, which
failure causes material and demonstrable injury to the Company (other
than any such failure resulting from Executive's incapacity
<PAGE>
due to physical or mental illness), after a demand for substantial
performance is delivered to Executive by the Board which specifically
identifies the manner in which the Board believes that Executive has
not substantially performed Executive's duties, and after Executive has
been given a period (hereinafter known as the "Cure Period") of at
least thirty (30) days to correct Executive's performance, or (B) the
willful engaging by Executive in other gross misconduct materially and
demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive's part shall be considered "willful"
unless conclusively demonstrated to have been done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive's action or omission was in the best interests of the
Company. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include
a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice
to Executive and an opportunity for Executive, together with
Executive's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Executive was guilty of conduct set
forth above in clause (A) (including the expiration of the Cure Period
without the correction of Executive's performance) or clause (B) above
and specifying the particulars thereof in detail.
"Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company
or any of its subsidiaries, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which,
following such acquisition, more than 70% of, respectively,
the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such acquisition in
substantially the same proportions as their ownership, solely
in their capacity as shareholders of the Company, immediately
prior to such
2
<PAGE>
acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or
(ii) individuals who, as of the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the Distribution Date whose election,
or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose
201447
|
EnPro Industries
As referenced in this Management Continuity Agreement:
enpro – as of this 1st day of August, 2002 between Michael
J. Leslie (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to
enpro – the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any
enpro – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
ENPRO INDUSTRIES, INC.
By: /s/ Ernest F. Schaub
---------------------------------------------
Name: Ernest F. Schaub
Title: President and Chief
dt 5608
;
| Michael J. Leslie
|
| Preview
Subscribers | 2003 |
Management Continuity Agreement
Management Continuity Agreement (63K)
Doc #201448: Click preview link for longer preview.
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>12
<FILENAME>g81057exv10w23.txt
<DESCRIPTION>MANAGEMET CONTINUITY AGREEMENT/ DRIES
<TEXT>
<PAGE>
EXHIBIT 10.23
MANAGEMENT CONTINUITY AGREEMENT
THIS AGREEMENT dated as of this 1st day of August, 2002 between William
Dries (the "Executive") and EnPro Industries, Inc., a North Carolina corporation
(the "Company").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and
WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:
1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending thirty-six (36) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate thirty-six (36) months from such
Renewal Date, unless at least sixty (60) days prior to the Renewal Date the
Company shall give notice to the Executive that the Term shall not be so
extended.
2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is thirty-six (36) months after the date on which
such Change in Control occurs (subject to the provisions of Section 20 below
pursuant to which the Period of Employment may be deemed to have commenced prior
to the date of a Change in Control in certain circumstances).
3. CERTAIN DEFINITIONS. For purposes of this Agreement:
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean Executive's termination of employment with
the Company due to (A) the willful and continued failure by Executive
to substantially perform Executive's duties with the Company, which
failure causes material and demonstrable injury to the Company (other
than any such failure resulting from Executive's incapacity
<PAGE>
due to physical or mental illness), after a demand for substantial
performance is delivered to Executive by the Board which specifically
identifies the manner in which the Board believes that Executive has
not substantially performed Executive's duties, and after Executive has
been given a period (hereinafter known as the "Cure Period") of at
least thirty (30) days to correct Executive's performance, or (B) the
willful engaging by Executive in other gross misconduct materially and
demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive's part shall be considered "willful"
unless conclusively demonstrated to have been done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive's action or omission was in the best interests of the
Company. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include
a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice
to Executive and an opportunity for Executive, together with
Executive's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Executive was guilty of conduct set
forth above in clause (A) (including the expiration of the Cure Period
without the correction of Executive's performance) or clause (B) above
and specifying the particulars thereof in detail.
"Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company
or any of its subsidiaries, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which,
following such acquisition, more than 70% of, respectively,
the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such acquisition in
substantially the same proportions as their ownership, solely
in their capacity as shareholders of the Company, immediately
prior to such
2
<PAGE>
acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or
(ii) individuals who, as of the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the Distribution Date whose election,
or nomination for election by the Company's shareholders, was
201448
|
EnPro Industries
As referenced in this Management Continuity Agreement:
enpro – dated as of this 1st day of August, 2002 between William
Dries (the "Executive") and EnPro Industries, Inc., a North Carolina corporation
(the "Company").
WHEREAS, the Company considers it essential to
enpro – the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any
enpro – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
ENPRO INDUSTRIES, INC.
By: /s/ Ernest F. Schaub
---------------------------------------------
Name: Ernest F. Schaub
Title: President and Chief
dt 5609
;
| William Dries
|
| Preview
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Management Continuity Agreement
Management Continuity Agreement (63K)
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<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>13
<FILENAME>g81057exv10w24.txt
<DESCRIPTION>MANAGEMENT CONTINUITY AGREEMENT/ DRISCOLL
<TEXT>
<PAGE>
EXHIBIT 10.24
MANAGEMENT CONTINUITY AGREEMENT
THIS AGREEMENT dated as of this 1st day of August, 2002 between Richard
C. Driscoll (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and
WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:
1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending thirty (30) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate thirty (30) months from such Renewal
Date, unless at least sixty (60) days prior to the Renewal Date the Company
shall give notice to the Executive that the Term shall not be so extended.
2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is thirty (30) months after the date on which such
Change in Control occurs (subject to the provisions of Section 20 below pursuant
to which the Period of Employment may be deemed to have commenced prior to the
date of a Change in Control in certain circumstances).
3. CERTAIN DEFINITIONS. For purposes of this Agreement:
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean Executive's termination of employment with
the Company due to (A) the willful and continued failure by Executive
to substantially perform Executive's duties with the Company, which
failure causes material and demonstrable injury to the Company (other
than any such failure resulting from Executive's incapacity
<PAGE>
due to physical or mental illness), after a demand for substantial
performance is delivered to Executive by the Board which specifically
identifies the manner in which the Board believes that Executive has
not substantially performed Executive's duties, and after Executive has
been given a period (hereinafter known as the "Cure Period") of at
least thirty (30) days to correct Executive's performance, or (B) the
willful engaging by Executive in other gross misconduct materially and
demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive's part shall be considered "willful"
unless conclusively demonstrated to have been done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive's action or omission was in the best interests of the
Company. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include
a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice
to Executive and an opportunity for Executive, together with
Executive's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Executive was guilty of conduct set
forth above in clause (A) (including the expiration of the Cure Period
without the correction of Executive's performance) or clause (B) above
and specifying the particulars thereof in detail.
"Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company
or any of its subsidiaries, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which,
following such acquisition, more than 70% of, respectively,
the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such acquisition in
substantially the same proportions as their ownership, solely
in their capacity as shareholders of the Company, immediately
prior to such
2
<PAGE>
acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or
(ii) individuals who, as of the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the Distribution Date whose election,
or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
201449
|
EnPro Industries
As referenced in this Management Continuity Agreement:
enpro – as of this 1st day of August, 2002 between Richard
C. Driscoll (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to
enpro – the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any
enpro – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
ENPRO INDUSTRIES, INC.
By: /s/ Ernest F. Schaub
---------------------------------------------
Name: Ernest F. Schaub
Title: President and Chief
dt 5610
;
| Richard C. Driscoll
|
| Preview
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Management Continuity Agreement
Management Continuity Agreement (63K)
Doc #201450: Click preview link for longer preview.
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>14
<FILENAME>g81057exv10w25.txt
<DESCRIPTION>MANAGEMENT CONTINUITY AGREEMENT/ MAGEE
<TEXT>
<PAGE>
Exhibit 10.25
-------------
MANAGEMENT CONTINUITY AGREEMENT
THIS AGREEMENT dated as of this 1st day of August, 2002 between Richard
L. Magee (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and
WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:
1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending thirty-six (36) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate thirty-six (36) months from such
Renewal Date, unless at least sixty (60) days prior to the Renewal Date the
Company shall give notice to the Executive that the Term shall not be so
extended.
2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is thirty-six (36) months after the date on which
such Change in Control occurs (subject to the provisions of Section 20 below
pursuant to which the Period of Employment may be deemed to have commenced prior
to the date of a Change in Control in certain circumstances).
3. CERTAIN DEFINITIONS. For purposes of this Agreement:
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean Executive's termination of employment with
the Company due to (A) the willful and continued failure by Executive
to substantially perform Executive's duties with the Company, which
failure causes material and demonstrable injury to the Company (other
than any such failure resulting from Executive's incapacity
<PAGE>
due to physical or mental illness), after a demand for substantial
performance is delivered to Executive by the Board which specifically
identifies the manner in which the Board believes that Executive has
not substantially performed Executive's duties, and after Executive has
been given a period (hereinafter known as the "Cure Period") of at
least thirty (30) days to correct Executive's performance, or (B) the
willful engaging by Executive in other gross misconduct materially and
demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive's part shall be considered "willful"
unless conclusively demonstrated to have been done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive's action or omission was in the best interests of the
Company. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include
a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice
to Executive and an opportunity for Executive, together with
Executive's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Executive was guilty of conduct set
forth above in clause (A) (including the expiration of the Cure Period
without the correction of Executive's performance) or clause (B) above
and specifying the particulars thereof in detail.
"Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company
or any of its subsidiaries, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which,
following such acquisition, more than 70% of, respectively,
the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such
2
<PAGE>
acquisition in substantially the same proportions as their
ownership, solely in their capacity as shareholders of the
Company, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or
(ii) individuals who, as of the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the Distribution Date whose election,
or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
201450
|
EnPro Industries
As referenced in this Management Continuity Agreement:
enpro – as of this 1st day of August, 2002 between Richard
L. Magee (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to
enpro – the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any
enpro – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
ENPRO INDUSTRIES, INC.
By: /s/ Ernest F. Schaub
--------------------------------
Name: Ernest F. Schaub
Title: President and Chief
dt 5611
;
| Richard L. Magee
|
| Preview
Subscribers | 2003 |
Management Continuity Agreement
Management Continuity Agreement (63K)
Doc #201451: Click preview link for longer preview.
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>15
<FILENAME>g81057exv10w26.txt
<DESCRIPTION>MANAGEMENT CONTINUITY AGREEMENT/ O'REILLY
<TEXT>
<PAGE>
Exhibit 10.26
-------------
MANAGEMENT CONTINUITY AGREEMENT
THIS AGREEMENT dated as of this 1st day of August, 2002 between Timothy
P. O'Reilly (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and
WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:
1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending twenty-four (24) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate twenty-four (24) months from such
Renewal Date, unless at least sixty (60) days prior to the Renewal Date the
Company shall give notice to the Executive that the Term shall not be so
extended.
2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is twenty-four (24) months after the date on which
such Change in Control occurs (subject to the provisions of Section 20 below
pursuant to which the Period of Employment may be deemed to have commenced prior
to the date of a Change in Control in certain circumstances).
3. CERTAIN DEFINITIONS. For purposes of this Agreement:
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean Executive's termination of employment with
the Company due to (A) the willful and continued failure by Executive
to substantially perform Executive's duties with the Company, which
failure causes material and demonstrable injury to the Company (other
than any such failure resulting from Executive's incapacity
<PAGE>
due to physical or mental illness), after a demand for substantial
performance is delivered to Executive by the Board which specifically
identifies the manner in which the Board believes that Executive has
not substantially performed Executive's duties, and after Executive has
been given a period (hereinafter known as the "Cure Period") of at
least thirty (30) days to correct Executive's performance, or (B) the
willful engaging by Executive in other gross misconduct materially and
demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive's part shall be considered "willful"
unless conclusively demonstrated to have been done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive's action or omission was in the best interests of the
Company. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include
a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice
to Executive and an opportunity for Executive, together with
Executive's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Executive was guilty of conduct set
forth above in clause (A) (including the expiration of the Cure Period
without the correction of Executive's performance) or clause (B) above
and specifying the particulars thereof in detail.
"Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company
or any of its subsidiaries, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which,
following such acquisition, more than 70% of, respectively,
the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such
2
<PAGE>
acquisition in substantially the same proportions as their
ownership, solely in their capacity as shareholders of the
Company, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or
(ii) individuals who, as of the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the Distribution Date whose election,
or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
201451
|
EnPro Industries
As referenced in this Management Continuity Agreement:
enpro – of this 1st day of August, 2002 between Timothy
P. O'Reilly (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to
enpro – the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any
enpro – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
ENPRO INDUSTRIES, INC.
By: /s/ Ernest F. Schaub
------------------------------
Name: Ernest F. Schaub
Title: President and Chief
dt 5612
;
| Timothy P. O'Reilly
|
| Preview
Subscribers | 2003 |
Management Continuity Agreement
Management Continuity Agreement (63K)
Doc #201453: Click preview link for longer preview.
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>17
<FILENAME>g81057exv10w28.txt
<DESCRIPTION>MANAGEMENT CONTINUITY AGREEMENT/ REHLEY
<TEXT>
<PAGE>
Exhibit 10.28
-------------
MANAGEMENT CONTINUITY AGREEMENT
THIS AGREEMENT dated as of this 1st day of August, 2002 between Robert
D. Rehley (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and
WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and
WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;
WITNESSETH:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:
1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending eighteen (18) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate eighteen (18) months from such Renewal
Date, unless at least sixty (60) days prior to the Renewal Date the Company
shall give notice to the Executive that the Term shall not be so extended.
2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is eighteen (18) months after the date on which such
Change in Control occurs (subject to the provisions of Section 20 below pursuant
to which the Period of Employment may be deemed to have commenced prior to the
date of a Change in Control in certain circumstances).
3. CERTAIN DEFINITIONS. For purposes of this Agreement:
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean Executive's termination of employment with
the Company due to (A) the willful and continued failure by Executive
to substantially perform Executive's duties with the Company, which
failure causes material and demonstrable injury to the Company (other
than any such failure resulting from Executive's incapacity
<PAGE>
due to physical or mental illness), after a demand for substantial
performance is delivered to Executive by the Board which specifically
identifies the manner in which the Board believes that Executive has
not substantially performed Executive's duties, and after Executive has
been given a period (hereinafter known as the "Cure Period") of at
least thirty (30) days to correct Executive's performance, or (B) the
willful engaging by Executive in other gross misconduct materially and
demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive's part shall be considered "willful"
unless conclusively demonstrated to have been done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive's action or omission was in the best interests of the
Company. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to Executive a Notice of Termination which shall include
a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose (after reasonable notice
to Executive and an opportunity for Executive, together with
Executive's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Executive was guilty of conduct set
forth above in clause (A) (including the expiration of the Cure Period
without the correction of Executive's performance) or clause (B) above
and specifying the particulars thereof in detail.
"Change in Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company
or any of its subsidiaries, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which,
following such acquisition, more than 70% of, respectively,
the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting
securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such
2
<PAGE>
acquisition in substantially the same proportions as their
ownership, solely in their capacity as shareholders of the
Company, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or
(ii) individuals who, as of the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the Distribution Date whose election,
or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board,
201453
|
EnPro Industries
As referenced in this Management Continuity Agreement:
enpro – as of this 1st day of August, 2002 between Robert
D. Rehley (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").
WHEREAS, the Company considers it essential to
enpro – the Distribution Date (as
such term is defined in the Distribution Agreement among
Goodrich Corporation, EnPro Industries, Inc. and Coltec
Industries Inc), constitute the Board (the "Incumbent Board")
cease for any
enpro – IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
ENPRO INDUSTRIES, INC.
By: /s/ Ernest F. Schaub
-------------------------------
Name: Ernest F. Schaub
Title: President and Chief
dt 5614
;
| Robert D. Rehley
|
| Preview
Subscribers | 2002 |
Employment Agreement
Employment Agreement (53K)
Doc #215758: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of February 18, 2002, by and between Honeywell
International Inc. ("Honeywell"), a Delaware corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and David
M. Cote ("Executive").
W I T N E S S E T H:
WHEREAS, the Company and Executive desire to enter into an Agreement
under which Executive will serve the Company in the initial capacities of
President, Chief Executive Officer and following retirement of the current
Chairman, as Chairman of the Board of Directors of the Company on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the execution and delivery of these
presents, the mutual promises contained herein and other good and valuable
consideration, receipt of which is mutually acknowledged, the Company and
Executive, as the parties hereto, hereby agree as follows:
1. DEFINITIONS.
(a) "Base Salary" shall mean the salary provided for in Section
4(a) below, or any increased salary granted to Executive pursuant to Section
4(a).
(b) "Board of Directors" or "Board" shall mean the Board of
Directors of the Company.
(c) "Cause" shall mean the conviction of Executive for the
commission of a felony or willful gross neglect or willful gross misconduct by
Executive in carrying out Executive's duties that results, in either case, in
material harm to the business or to the reputation of the Company. No act or
failure to act on the part of Executive shall be considered "willful" unless it
is done, or omitted to be done, by Executive in bad faith or without reasonable
belief that Executive's action or omission was in the best interests of the
Company.
(d) "Change in Control" shall have the meaning set forth in the
Severance Plan.
(e) "Compensation Committee" shall mean the Management Development
and Compensation Committee of the Board of Directors.
(f) "Confidential Information" shall mean all secret, confidential
or proprietary information, knowledge or data relating to the Company or any of
its affiliated companies and their respective businesses that Executive obtains
during Executive's employment by the Company or any of its affiliated companies
and that is not public knowledge (other than as a result of Executive's
violation of Section 8) or as described in the Agreement Relating to
Intellectual Property and Confidential Information, attached as Exhibit A
hereto.
(g) "Disability" shall mean that Executive is disabled within the
meaning of the Company's long-term disability policy or, if there is no such
policy in effect, that Executive
{PAGE}
-2-
has been substantially unable, for 120 business days within a period of 180
consecutive business days, to perform Executive's duties under this Agreement as
a result of physical or mental illness or injury, and (ii) a physician selected
by the Company or its insurers, and acceptable to Executive or Executive's legal
representative, has determined that Executive is disabled.
(h) "Disability Effective Date" shall mean the 30th day after
receipt by Executive of Notice of Disability pursuant to Section 5(a) of this
Agreement.
(i) "Effective Date" shall mean the later of (a) the date that
this Agreement is executed by the Company and Executive or (b) the date on which
Executive's termination of employment with TRW, Inc, as Chief Executive Officer
and Chairman of the Board, becomes effective and Executive can commence full
time employment with the Company under this Agreement.
(j) "Good Reason" shall mean, without Executive's written consent:
(i) Any of the following:
(1) the failure of Executive to be elected Chairman of
the Board on or before July 1, 2002, or the failure of Executive
to be retained as Chief Executive Officer of the Company during
the Term of Employment or as Chairman of the Board once so
elected;
(2) the assignment to Executive of any duties or
responsibilities materially inconsistent with those customarily
associated with the positions to be held by Executive during the
applicable period pursuant to this Agreement, or any other action
by the Company that results in a significant diminution in
Executive's position, authority, duties or responsibilities;
(3) failure by the Company to comply with paragraph (c)
of Section 10 of this Agreement;
(4) any material breach of this Agreement by the Company
that is not remedied by the Company promptly after receipt of
Notice thereof from Executive;
(5) the Company giving Notice to Executive that the term
of the Agreement will no longer be extended in accordance with
Section 2 of this Agreement; or
(6) any factor that would be considered "Good Reason"
under Part II of the Severance Plan (as defined below). For the
avoidance of doubt, "Good Reason" under the Severance Plan shall
include failure of Executive to continue as Chairman and Chief
Executive Officer of the surviving corporation after a Change in
Control.
(ii) A termination of employment by Executive for Good Reason
shall be effectuated by giving the Company Notice ("Notice of
Termination for Good
{PAGE}
-3-
Reason") of the termination, setting forth in reasonable detail the
specific conduct of the Company that constitutes Good Reason and the
specific provision(s) of this Agreement on which Executive relies. A
termination of employment by Executive for Good Reason shall be
effective on the fifteenth business day following the date when the
Notice of Termination for Good Reason is given, unless the Notice sets
forth a later date (which date shall in no event be later than 30 days
after the Notice is given).
(iii) The failure to set forth any fact or circumstance in a
Notice of Termination for Good Reason shall not constitute a waiver of
the right to assert, and shall not preclude Executive from asserting
such fact or circumstance in an attempt to enforce any right under or
provision of this Agreement.
(iv) A termination of Executive's employment by Executive
without Good Reason shall be effected by giving the Company at least 90
days' written Notice of the termination, unless the Company elects to
215758
|
Honeywell Int'l
As referenced in this Employment Agreement:
honeywell
international – 10.24
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of February 18, 2002, by and between Honeywell
International Inc. ("Honeywell"), a Delaware corporation (together with its
successors and assigns permitted under this Agreement,
honeywell international – Agreement.
(m) "Salary Deferral Plan" shall mean the Salary Deferral Plan for
Selected Employees of Honeywell International Inc. and its Affiliates (Career
Band 6 and Above or Employees Who Occupy Positions Equivalent
honeywell international – provided pursuant to Section 4(e) of this Agreement.
(o) "Severance Plan" shall mean the Honeywell International Inc.
Severance Plan for Senior Executives, as amended and restated effective as of
December 20,
honeywell international – of this Agreement.
(q) "Stock Plan" shall mean the 1993 Stock Plan for Employees of
Honeywell International Inc. and its Affiliates, or any successor to such plan.
(r) "Term of Employment" shall
honeywell international – receipt requested, postage
prepaid, addressed as follows:
If to Executive:
David M. Cote
c/o Honeywell International Inc.
101 Columbia Road
Morristown, New Jersey 07962
With a copy to;
Robert J. Stucker
dt 15069
;
TRW
As referenced in this Employment Agreement:
TRW, Inc – date that
this Agreement is executed by the Company and Executive or (b) the date on which
Executive's termination of employment with TRW, Inc , as Chief Executive Officer
and Chairman of the Board, becomes effective and Executive can commence full
time employment with the Company under
_____________
dt 123536
;
|
 Vedder Price
As referenced in this Employment Agreement:
Vedder Price – Inc.
101 Columbia Road
Morristown, New Jersey 07962
With a copy to;
Robert J. Stucker
Vedder Price Kaufman & Kammholz
222 North LaSalle
Suite 2600
Chicago, Illinois 60601
If to the Company:
Honeywell
dt 31820
;
David M. Cote
|
| Subscribers | 2001 |
Retention Agreement
Retention Agreement (8K)
Doc #220490: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-10.QQ
{SEQUENCE}3
{FILENAME}0003.txt
{DESCRIPTION}EXHIBIT 10(QQ)
{TEXT}
{PAGE}
Exhibit 10(tt)
RETENTION AGREEMENT
-------------------
AGREEMENT dated January 29, 1997, between Lockheed Martin Corporation
("LMC") and ___________ (the "Executive").
WHEREAS, the Executive was previously employed in the capacity of
__________ by Loral Corporation ("Loral" or the "Business") and the Executive is
considered to be one of the key executives of the Business; and
WHEREAS Lockheed Martin Corporation believes the continued employment
of the Executive will contribute to the success of the consolidation of the
Business with LMC and its various subsidiaries (collectively the "Company") and
the Executive is willing to provide such services.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable considerations, the parties hereby agree as
follows:
1. Term of Commitment
------------------
Subject to the condition that the Executive has provided, to the
satisfaction of LMC at its sole discretion, leadership to the Business prior to
April 23, 1996 which enhanced the success of the consolidation of the Business
with LMC, the Executive's "term of commitment" under this agreement shall
commence on April 23, 1996 and shall terminate on April 30, 1998.
2. Nature of Company Commitment
----------------------------
(a) The Company shall provide the Executive commencing on April
23, 1996 with a comparable job to the one held at Loral, in terms of basic
skills and experience as well as approximately the same position level, status
or reporting level. The powers and duties of the Executive are to be more
specifically determined and set by the Company from time to time.
(b) The Executive agrees to serve the Company for the term
specified in Paragraph 1. The Executive agrees to devote full business time
during normal business hours to the business affairs of the Company and to use
best efforts to promote the interests of the Company and to perform faithfully
and efficiently the responsibilities assigned in accordance with the terms of
this agreement to the extent necessary to discharge such responsibilities,
except for periods of vacation and sick leave or other legitimate absences under
Company benefit plans and established practices.
3. Compensation
------------
(a) Base Salary. During the term of employment, the Executive
-----------
shall receive an annual base salary (the "Base Salary"), payable in equal
monthly, semi-
{PAGE}
monthly or biweekly installments, at an annual rate at least equal to the
aggregate annual base salary payable to the Executive by Loral as of the date
hereof. The Base Salary may be increased at any time and from time to time by
action of the Board of Directors of the Company, any committee thereof or any
individual having authority to take such action, in accordance with the
Company's normal practices. Any increase in the Base Salary shall not serve to
limit or reduce any other obligation of the Company hereunder.
(b) Annual Bonus. In addition to the Base Salary, the Executive
------------
shall be awarded for each fiscal year during the term of this Agreement, an
annual bonus (pursuant to any bonus plan or program of the Company, any
incentive compensation plan or program of the Company, or otherwise) in cash
consistent with the terms of the Plan and consistent with the performance of the
Executive and the organization to which the Executive is assigned.
(c) Additional Bonus. In the event the Executive is still an
----------------
employee of the Company on April 30, 1998, the Company shall pay the Executive
an additional bonus equal to the Executive's then current annualized base
salary.
4. Conflicting Interests
---------------------
During the term of this Agreement, the Executive agrees not to accept
any other employment or engage in any outside business or enterprise without the
Company's written consent. It is understood, however, that outside activities
are not prohibited provided they are legal; do not impair or interfere with the
conscientious performance of Company duties and responsibilities; do not involve
the misuse of the Company's influence, facilities or other resources; are
consistent with the Company's Code of Ethics and Standards of Conduct; and do
not reflect negatively upon the good name and reputation of the Company. The
Executive agrees to sign a Conflict of Interest statement with the Company.
Should the Executive terminate employment under this paragraph, the Additional
Bonus will be forfeited as specified in Section 7 below.
5. Disclosure of Information
-------------------------
During the term of this Agreement or thereafter, the Executive shall
not reveal any confidential information of the Company to anyone except those
employees of the Company entitled to receive such information.
6. Termination at Will
-------------------
Nothing in this Agreement limits the ability of either the Executive or
the Company to terminate the employment relationship at will.
7. Resignation or Termination for Cause
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2
{PAGE}
If, prior to the completion of the term of commitment, the Executive
resigns or the Executive's employment is terminated either by the Company or by
the Executive, this Agreement will no longer be in effect. No further payments
under this Agreement will be paid. The Executive's right to any termination
benefits shall be determined solely under the Loral Corporation Supplemental
Severance Program.
8. Death or Disability of the Executive.
-------------------------------------
Notwithstanding any provision to the contrary, this Agreement will
automatically terminate upon death or retirement of the Executive. Any illness
or disability will be dealt with in accordance with the Company benefit plan
provisions.
9. Non-waiver of Other Rights or Remedies
--------------------------------------
No actions taken by the Company under the terms and conditions of this
Agreement shall be deemed to be a waiver of any of its other rights or remedies
available by taw, in equity or otherwise.
10. Assumption and Assignability of Agreement
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