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Exhibit 10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and
entered into as of the 21st day of December, 1999 by and between Teledyne
Technologies Incorporated, a Delaware corporation with its executive offices at
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 90067-3101(the
"Company"), and Xx. Xxxxxx Xxxxxxxxx, an individual residing at 0000 Xxxxxxxx
Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (the "Executive").
RECITALS
WHEREAS, the Company hired the Executive and the Executive agreed to
serve as the Company's President and Chief Executive Officer ("CEO"); and
WHEREAS, the Personnel and Compensation Committee of the Board of
Directors (the "Committee") authorized the Company to enter into and the Company
and the Executive entered into a Change in Control Severance Agreement dated as
of December 21, 1999 (the "CIC Agreement"); and
WHEREAS, the CIC Agreement provides for payment of severance benefits
if the Executive's employment is terminated under circumstances described in the
CIC Agreement; and
WHEREAS, the Company wishes to supplement the CIC Agreement with
respect to the Executive by specifying in this Employment Agreement the
Executive's titles and the types and rates of compensation to which he is
entitled during his employment with the Company.
NOW, THEREFORE, in consideration of the respective covenants and
agreements hereinafter set forth, and intending to be legally bound, the parties
hereto agree as follows:
1. Term of Agreement. This Employment Agreement shall be effective as
of the date first above written and shall continue in effect until December 31,
2000, unless extended as described in the next sentence. Effective as of
November 1, 2000 and, if previously extended, each November 1st thereafter, the
term of this Employment Agreement shall be extended for one additional year
unless one party shall give written notice to the other on or before October 31,
2000 or, if previously extended, the then next October 31st that the term will
not be thereafter extended. If such notice is given by either party, the
Executive may retire on the first December 31st following receipt of such
notice.
2. Employment Agreement to Supplement the CIC Agreement. This
Employment Agreement shall supplement the CIC Agreement and the terms and
conditions of this Employment Agreement are not intended to alter or vary the
terms and conditions of the CIC Agreement. The intention of this Employment
Agreement is to memorialize certain terms and conditions of the employment of
the Executive which are particular to him and not specified in the CIC
Agreement. Except as specifically set forth herein, initially capitalized terms
shall have the meaning ascribed thereto under the CIC Agreement which is
incorporated herein and made a part hereof as if set forth at length.
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3. Position and Duties. The Company shall employ Executive and the
Executive shall serve as the President and CEO of the Company and shall have
primary responsibility to manage and direct the day-to-day business of the
Company including the generation of income and control of expenses. Subject to
the approval of the Board of Directors of the Company, the Executive may serve
as a director of charitable organizations and/or for profit corporations which
do not compete with the Company or any of its subsidiaries and affiliates. The
Company acknowledges that Executive serves as a director of Mellon Financial
Corporation and PPG Industries, Inc. as of the date hereof and agrees that the
Executive may continue to serve as a director of those corporations.
4. Compensation. The Executive shall receive the following items of
compensation at the rates thereof set forth below.
a. Base Salary. During the Term, the Company shall pay Executive a base
salary at the annualized rate of Five Hundred Thousand ($500,000)
Dollars ("Base Salary"). Base Salary shall be paid periodically in
accordance with normal Company payroll practices applicable to
executive employees.
b. Participation in Compensation Plans and Programs. In accordance with
the respective terms and conditions of the respective plans and
programs, the Executive shall be entitled to participate in the
following compensation plans and programs:
1. AIP. In the AIP at an annual opportunity at 80% of
Base Salary if targets are reached at 100%, or such
greater percentage if provided in the AIP for any
year.
2. PSP. In the PSP at an opportunity equal to 150% of
Base Salary if targets are reached at 100%, or such
greater percentage if provided in the PSP for any
measurement period.
3. SARP. In the SARP at the level approved by the
Committee. In the event Allegheny Technologies
Incorporated alters to the benefit of participants
the terms and conditions of its SARP, to the extent
those alterations are not made applicable to the
Executive by the terms of those alterations, the
Company shall make arrangements so that the Executive
is made whole for the benefits of such alterations.
4. Stock Options. In addition to the initial award of
300,000 stock options made as of November 29, 1999,
eligibility to receive future grants of options in a
number determined by the Personnel and Compensation
Committee of the Board of Directors, each subject to
the terms and conditions of the Stock Option
Incentive Plan.
5. Employee Benefits. The Executive shall participate in each
qualified, non-qualified and supplemental employee benefit, executive benefit,
fringe benefit and perquisite plan, policy or arrangement of the Company
applicable to executive level employees, including, but not limited to, expense
reimbursement policies, a country club and a city club membership,
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and use of an automobile, in each case, in accordance with the terms and
conditions thereof (including tax equalization payments to the extent provided
with respect to such plans by Allegheny Teledyne Incorporated on or prior to
November 29, 1999) as in effect from time to time. Nothing in this Employment
Agreement shall be construed as preventing the amendment or termination of any
such plan, policy or arrangement by the Company so long as such amendment or
termination affects all executive employees of the Company then participating.
6. Non-Qualified Pension Arrangement. In addition to the employee
benefits described in Section 5, the Company will pay to the Executive (or his
designee if amounts are payable after the death of the Executive) following his
Retirement (as defined below), as payments supplemental to any accrued pension
under the Company's qualified pension plan, an annual amount, paid in equal
monthly installments, equal to 50% of his Base Compensation at the rate in
effect on the date of his Retirement. Such annual amount shall be paid each year
for a number of years following his Retirement equal to the number of whole and
fractional years of service, not in excess of ten (10), the Executive has
rendered to the Company (including the period from August, 1997 through and
including November, 1999 rendered as service to the Company's predecessor,
Allegheny Teledyne Incorporated). For purposes of Section 6 of this Employment
Agreement and without effect upon whether the Executive is deemed to be retired
under the CIC Agreement, the Executive will be deemed to have a Retirement upon
his separation from service with the Company for any reason other than for
Cause.
7. Binding Agreement. The Company will use its best efforts to require
any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise to all or substantially all of the business and/or assets of the
Company) to expressly assume and agree to perform this Employment Agreement and
the CIC Agreement in the same manner and to the same extent that the Company
would be required to perform them if no such succession had taken place. Failure
of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be deemed to be a termination without
Cause for purposes of this Employment Agreement and the CIC Agreement. For
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be the Date of Termination.
8. Notices. Any notice required or permitted under this Agreement shall
be given in writing and shall be deemed to have been effectively made or given
if personally delivered at the address first above written or such other address
as may be given by one party to the other.
9. Withholding. The Company shall be entitled to withhold, or cause to
be withheld, from payment any amount payable under this Employment Agreement of
any payroll and withholding taxes required by law, as determined by the Company
in good faith.
10. Governing Law. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the State of California without
reference to rules relating to conflict of law.
11. Headings. The headings of sections are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
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12. Counterparts. This Agreement may be executed by either of the
parties hereto in counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the day and year first above written.
EXECUTIVE
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
TELEDYNE TECHNOLOGIES INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chairman
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