Exhibit 10(a)(xvii)
June 7, 2002
Xxxxx X. Xxxxxxxx
Xxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Xxxx:
This Letter Agreement confirms our understanding regarding your retirement from
active service.
1. You will retire from X. X. Xxxxx Co. (the "Company") on August 31, 2002
(Retirement Date).
2. The Company agrees that:
a. You will remain on the active payroll of the Company and your
full salary will be paid at the rate of $41,666.67 per month,
less appropriate payroll deductions, until the Retirement
Date.
b. You will remain available to provide consulting services to
the company at a rate of $78,050 per month until December 31,
2002.
c. The lump sum payment, and other considerations outlined below
will be in lieu of any other `special' retirement programs
(e.g., MVP, Excel, Streamline) that have been offered from
time to time, or any severance benefits paid by the Company in
its regular practice.
d. You will be given a lump sum payment of $2,512,314 less
appropriate payroll deductions, on your Retirement Date.
e. Unused vacation days will be paid in cash on your Retirement
Date.
f. You will receive a pro-rata SSP payment for fiscal year 2003,
calculated in accordance with the terms of the plan. This
amount shall be paid at the time SSP payments are made to all
other SSP participants. This agreement shall be operative only
in the event the Company makes payments to other World
Headquarters executives under the SSP plan for fiscal year
2003.
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g. Your pension (Plan `A') can, at your option, be paid as a lump
sum (present value of the annuity), or you may begin receiving
monthly annuity payments that will commence on or about 30
days following your Retirement Date.
h. You can obtain detailed information about your Retirement and
Savings Plan account balance at any time through the Heinz
Benefit Center by visiting xxx.xxxxxxxxxxxxxxxxx.xxx/xxxxx, or
by calling 0-000-000-0000,
i On your Retirement Date the Supplemental Executive Retirement
Plan (SERP) will pay a lump sum benefit equal to the
difference between 5.0 times your final average annual
compensation and the lump sum benefit available from the
Company's qualified retirement plans.
j. Your stock options may be retained and may be exercised in
accordance with the original terms of the option grants at any
time after the restriction periods have been satisfied and
before the option term has expired. With respect to any stock
options which are unvested on your Retirement Date, the
preceding sentence means that such options will continue in
accordance with the terms of the respective grants and will
become exercisable at the vesting date for such options and
will remain exercisable at any time prior to the expiration
date of such options.
k. You may take title to your company-provided automobile, as
well as your company-provided portable computers.
l. Financial counseling will remain available through calendar
year 2003. This provision includes any tax planning work
completed during 2003, but will not include preparation and
filing of 2003 taxes due in April 2004, or other services
provided after December 31, 2003. In addition, the Tax
Equalization Policy related to your service in U.K will cover
you for the calendar year 2002 dual filing year, as well as
any subsequent year you receive any assignment related tax or
relocation reimbursements.
m. Your club dues will be paid through December 31, 2002. You
will also receive all other employee benefits and perquisites
normally given to retired executives of the Company of similar
rank.
3. The Company will continue your health coverage as an active employee
under its group benefit plans currently in effect through the end of
the month in which you retire. You and your eligible dependents will
receive post retirement medical coverage at company expense until you
reach age 65; after you reach age 65, you will continue to receive
prescription coverage at no cost and your eligible
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dependents will continue to be eligible for medical plus
prescription coverage at 50% of the cost per person covered.
4. Within 30 days of your Retirement Date, you should prepare and submit
travel and entertainment expense reports through your last day of work,
and reimburse the Company for any advances in excess of approved
expenses. Any reimbursement due to you will be paid promptly.
5. a. You understand and agree that in the course of your employment,
you have acquired confidential information and trade secrets
concerning the operations of the Company, the Company's
subsidiaries and affiliates (collectively, the "Companies"), and
the Companies' future plans and methods of doing business,
including, without limitation, strategic plans and business
plans, which information you understand could be extremely
damaging to the Companies if disclosed to a competitor or made
available to any other person or corporation. You understand and
agree that such information has been divulged to you in
confidence and you understand and agree that you will keep such
information secret and confidential.
b. You further agree that during your employment by the Company and
for a period of two (2) years following your Retirement Date,
you will not, in any manner, directly or indirectly, induce,
solicit, or encourage any person who is then employed by any of
the Companies or who was so employed at any time during the
six-month period preceding your Retirement Date to terminate
employment with any of the Companies or to apply for or accept
employment with any competitor of the Companies.
c. You further agree that during your employment by the Company and
for a period of two (2) years following your Retirement Date,
you will not, without the express written consent of the
Company, perform services (whether as an employee, consultant or
otherwise) for Xxxxxxxx Soup Company, ConAgra Foods, Nestle
S.A., or Unilever PLC/Unilever NV, or any subsidiary or
affiliate thereof as these terms are defined in XXX Xxxxxxxxxx
XX, 00 XXX Section 210.1-02.
d. In view of the nature of your employment and the information and
trade secrets which you have received during the course of your
employment, you likewise agree that the Companies would be
irreparably harmed by any violation, or threatened violation of
the Agreement and that, therefore, the Companies shall be
entitled to an injunction prohibiting you from any violation or
threatened violation of the Agreement. The undertakings set
forth in this paragraph shall survive the termination of other
arrangements contained in this Agreement.
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6. In consideration for the payments and benefits provided to you through
this Agreement to which you are otherwise not entitled, you hereby
irrevocably and unconditionally release and forever discharge the
Company, its successors, assigns, agents, directors, officers,
employees, shareholders, representatives, attorneys, divisions,
subsidiaries, and affiliates (referred to collectively as "Released
Persons"), from and against any and all claims, liabilities, promises,
agreements, or obligations, other than those relating to officer's and
director's liability coverage as covered by the Company's bylaws,
(referred to collectively as "Claims") which you now have, or ever had,
against each or any of the Released Persons, by reason of any and all
acts, failures to act, events, or facts existing or occurring up to the
time of final execution of this Agreement. The Claims released by you
against any Released Persons shall include, but not be limited to, any
Claims arising from, related to, or in connection with (1) any express
or implied contract, promise or covenant of good faith and fair
dealing, whether or not in writing, (2) any "tort" or other claims for
bodily or other injury, (3) any legal or other restriction on the right
of Company to terminate the employment of any employee, and (4) any
rights, remedies or claims under any federal, state or other government
law, regulation or rule, including without limitation, Title VII of the
Civil Rights Act of 1964, as amended, and the Age Discrimination in
Employment Act, as amended, including, without limitation, amendments
contained in the Older Workers Benefit Protection Act. This release
shall not include any Claims relating to, or arising from the breach of
this Agreement.
7. You have twenty-one (21) days to consider execution of this agreement.
The agreement shall not be effective unless and until you execute and
return one of the two originals hereof executed by the Company. After
twenty-one (21) days, we may revoke the offers contained in this letter
agreement and any or all of the terms hereof by a writing delivered to
you any time prior to the time you execute and deliver this Agreement.
8. You acknowledge that you have carefully reviewed and understand this
agreement. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
THIS AGREEMENT. Your signature will indicate that you accept and agree
to its terms voluntarily and with full understanding of its
consequences. For a period of seven (7) days following your final
execution of the Agreement, you will have the right to revoke this
Agreement, and this Agreement shall not become effective or enforceable
until the revocation period has expired.
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Your signature on this letter agreement, and the Company's, signify the
intention of the parties to be legally bound by the terms of this letter
agreement. If the above agreement is satisfactory to you, please sign and return
one of the originals of this letter to me. The second original is for your
records.
Very truly yours,
X. X. Xxxxx Company
XXXXXXX X. XXXXXXX
Chairman, President and Chief Executive Officer
Accepted and agreed to this
12th day of June, 2002 Witness: ____________________
/s/ Xxxxx X. Xxxxxxxx
__________________________ Date: ____________________
Xxxxx X. Xxxxxxxx
