1
Exhibit 10(a)
February 25, 1997
Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Dear Xxxxx:
This letter sets forth our agreement regarding your change in status and
ultimate retirement from TRW and details the terms and conditions of your
termination of employment. Please review it carefully to make sure we are in
complete agreement.
EMPLOYMENT
Your employment with TRW will terminate upon your retirement on March 1,
1999, or such earlier date (first day of a month) as you may choose pursuant
to the section entitled "Early Retirement" hereunder (referred to in this
letter variously as your "termination of employment," the "date of
termination," or the "date your employment terminates").
You will remain in your current position as Executive Vice President, General
Counsel and Secretary until May 31, 1997. During that time, you will continue
to have active responsibility for all current assignments (primarily Law
Department, Environmental Control and Investment Management), and will
cooperate with Xxxx Xxxxxxxx so that he is ready to undertake the
responsibilities of Executive Vice President and General Counsel by May 1,
1997.
You will continue to serve and be elected as an elected Executive Vice
President from June 1, 1997 until termination of employment. During that
period, you (1) will make yourself available for consultation and advice to
the Executive Vice President and General Counsel; (2) will serve as Chairman
of the TRW Investment Management Company; (3) will continue to be responsible
for the Environmental Control function; and (4) will make yourself available
for special projects assigned by the Chairman and Chief Executive Officer.
After June 1, 1997, you
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Page 2
may, however, without otherwise affecting the terms of this agreement,
eliminate any or all of the responsibilities set forth in the foregoing
sentence, and such elimination will be effective upon your giving notice of
same to me.
SALARY AND INCENTIVES
You will continue to receive an amount equivalent to your current base salary
at the current annual rate of Three Hundred Forty-Five Thousand Dollars
($345,000.00), in semi-monthly payments through February 28, 1999. You will
receive Operational Incentive Plan (OIP) bonus payments of $172,500.00 for
1997 and 1998, said payments to be payable in February of 1998 and February
of 1999, respectively. You will be deemed to be an OIP 1 or equivalent if
such designation is changed. You will not be eligible to receive any
incentive payment with respect to 1999 or any year thereafter. You will also
receive a payment equivalent to the Strategic Incentive Plan (SIP) bonus with
respect to 1997, said payment to be payable in February of 1998. You will not
be eligible to receive any SIP payment with respect to 1998 or any year
thereafter.
CONSULTING AGREEMENT
If you retire on or after March 1, 1999, you may (if you choose) serve as a
Consultant to TRW, subject to the terms of the Consulting Agreement attached
hereto as Exhibit 1, a copy of which I have executed and delivered to you on
behalf of TRW.
OFFICER/DIRECTOR STATUS
Although your benefits and perquisites shall continue until termination of
employment as though you were a member of the Management Committee of TRW
Inc., your membership (for purpose of attendance at business meetings and
listing of members) in such committee will terminate effective June 1, 1997.
Effective June 1, 1997, you will cease to be an officer within the definition
of Rule 16a-1(f) under the Securities Exchange Act of 1934; however, a former
officer continues to be subject to Section 16 for up to six months following
termination of officer status, and certain post-termination filing
requirements
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Page 3
also exist. Please contact Xxxxxxxx Xxxxxxx if you have any questions
concerning Section 16. In addition, for a period of six (6) months from the
date of termination, you should continue to contact Xxxxxxxx Xxxxxxx promptly
following any transaction with regard to TRW stock or stock options. After
your date of termination, you will not have, nor will you hold yourself out
as having, authority to bind TRW in any manner.
EMPLOYMENT CONTINUATION AGREEMENT
Schedule A to your Amended and Restated Employment Continuation Agreement
dated February 7, 1996, is hereby amended as set forth on Exhibit 2 hereto
effective June 1, 1997. Your Employment Continuation Agreement will otherwise
remain in full force and effect until termination of employment.
TRW agrees that since you could add significant value to TRW in the event
there is a change-in-control or a public threat thereof, if such a
change-in-control (as that term is defined in your Employment Continuation
Agreement) or a public threat thereof should occur on or before the
termination of your employment, then your agreement to retire will be null
and void and you will remain an elected officer and employee of TRW until the
threat is eliminated or until a change-in-control occurs. During such time,
your employment with TRW will not be deemed to have terminated. When such
threat is eliminated other than through a change-in-control, you agree to
retire on the later of March 1, 1999 or the first day of the month after such
threat is eliminated.
Upon a change-in-control (which may occur after March 1, 1999 if the public
threat thereof occurs before such date), your Employment Continuation
Agreement shall become operative. Your compensation after March 1, 1999 until
the threat is eliminated or a change-in-control occurs shall be $1,000 per
month. Solely for purposes of your Employment Continuation Agreement (i) no
payment hereunder shall be deemed a "severance payment"; (ii) your rate of
base pay immediately prior to the change-in-control shall be deemed to be
$345,000; (iii) the aggregate incentive pay for the year preceding the
change-in-control shall be deemed to be $172,500 unless the change-in-control
occurs prior to January 1, 1998, in which case the
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Page 4
amount shall be deemed to be $240,000; (iv) TRW will not utilize any
provision of this agreement to deny any benefits under your Employment
Continuation Agreement; (v) you will not be required to devote substantially
all your time to the business and affairs of TRW as otherwise required by
Section 2(a) of your Employment Continuation Agreement, but you will be
available for consultation; and (vi) your employment with TRW would be deemed
to have continued until you attained age 65. TRW will not take any action to
terminate your Employment Continuation Agreement prior to your termination of
employment. To the extent any part of this section entitled EMPLOYMENT
CONTINUATION AGREEMENT is inconsistent with your Employment Continuation
Agreement, your Employment Continuation Agreement is deemed to be amended. If
prior to your termination of employment, Employment Continuation Agreements
with a majority of officers are amended to provide additional benefits to
such officers, your Employment Continuation Agreement will also be so
amended.
BENEFITS
Until the date of termination of your employment, all benefits and
perquisites you currently have shall continue. Although you will not receive
any new stock-related grants, you shall receive the benefits of any
amendments or changes made in any existing benefits or perquisites generally
applicable to Company Staff Department Heads to the extent such amendments or
changes are made effective prior to termination of employment. Without
limiting the foregoing, you will have the following benefits until
termination of employment:
VACATION
You will continue to accrue vacation until termination of employment, at the
OIP 1 level. You will not be paid for any accrued but unused vacation.
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MEDICAL COVERAGE
You will continue to be a participant in the TRW Executive Health Care Plan
during your employment, (providing medical coverage for you and your family
in accordance with the terms of such Plan) provided that you continue to make
the contributions in accordance with the Plan. Under the provisions of the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"), you may elect
within sixty (60) days of your termination of employment to continue benefit
coverage for a period of up to eighteen (18) months based on either the TRW
Executive Health Care Plan or any TRW ChoicePlus medical plan provisions. All
other rights you or your dependents would have with respect to the duration
of your group health plan benefits will be governed by COBRA.
If you elect to retire (i.e., immediately commence to receive your retirement
benefit from the TRW Salaried Pension Plan (SPP) on the first day of the
month following your termination of employment, you will be eligible to
enroll in the TRW Retirement Medical Plan, with coverage effective as of your
retirement date, in which case you will have no rights to COBRA. Your
coverage under that plan will be at the Retirement Medical Plan rates in
effect from time to time. If you fail to elect the TRW Retirement Medical
Plan upon your retirement, you may not thereafter elect the TRW Retirement
Medical Plan, but you may continue COBRA coverage to the extent permitted
under COBRA or the terms described in the foregoing paragraph.
LIFE INSURANCE
You will participate in TRW's Business Travel Accident Insurance and
Accidental Death Insurance until the date your employment terminates. Upon
termination of employment, you will no longer be covered by TRW's Business
Travel Accident Insurance or Accidental Death Insurance. You will have
thirty-one (31) days from the date your employment terminates to convert your
TRW-paid life insurance to an individual policy (currently through
Prudential); if you retire, you will be eligible for a retiree life insurance
policy not to exceed Five Thousand Dollars ($5000.00). If you are
participating in the optional group
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universal life insurance program (currently administered by Aetna), at the
time your employment terminates, you should automatically receive
notification regarding the requirements for continuation of your policy once
payroll deductions cease.
Your split dollar life insurance arrangement shall continue in accordance
with the terms thereof.
If you die before termination of employment you will receive all death
benefits under all benefit plans applicable to you.
LONG-TERM DISABILITY
Your eligibility to qualify for long-term disability benefits will cease upon
the termination of your employment with TRW.
COMPANY CAR
You will remain on the Company Staff Automobile Program until termination of
employment. Upon termination of employment, you may purchase your company car
in accordance with our standard lease buyout practices, understanding,
however, that you will receive one additional year of automobile depreciation
in determining the buyout price.
FINANCIAL COUNSELING
You will continue to be entitled to receive personal financial counseling
with the provider of the company's financial counseling plan (currently the
Ayco Corporation). Upon termination of your employment with TRW, you will
receive, at TRW's cost, (subject to tax imputation) one additional year of
personal financial counseling with the provider of the company's financial
counseling plan at that time.
DEFERRED COMPENSATION PLAN
You will continue to be eligible to participate in the Nonqualified TRW
Deferred Compensation Plan until your employment terminates. Your accounts
under the Deferred Compensation
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plan will be paid out to you in accordance with the provisions of the Plan.
OFFICE SUPPORT
You will continue in your current office with a full time secretary through
May 31, 1997. Thereafter, you will receive an equivalent office and a
full-time secretary until termination of employment. The secretary is
authorized to assist on personal matters.
CREDIT CARDS
You agree to return your telephone credit card and your American Express and
other corporate credit cards, if any, to TRW upon termination of your
employment.
EXPENSES
During your employment with TRW, the company will continue to reimburse you
for reasonable travel and entertainment expenses, including dues and charges
for clubs and organizations currently being reimbursed and those relating to
those professional organizations in which you are currently a member.
STOCK OPTIONS
You will continue to earn out stock options during your employment. Once your
employment terminates, your options will cease to earn out. Your rights to
exercise your earned out stock options are controlled by the terms of the
option agreements. You will no longer be eligible to receive new stock option
grants. If you have any questions regarding your stock options, please
contact Xxxxxxxx Xxxxxxx.
PENSION
You will be credited with benefit service under the qualified SPP and the
nonqualified Supplementary Retirement Income Plan (SRIP) and Benefits
Equalization Plan (BEP), as provided below. If you elect to retire, you will
be eligible for an early retirement
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benefit under the terms of the SPP and the nonqualified SRIP or the BEP,
based upon your service and compensation. For purposes of determining the
benefit(s) payable to you, the following rules will apply:
(i) For purposes of determining the benefit that will be paid from the
SPP, you will be credited with benefit service to the earliest of
the date you retire OR the date you die.
(ii) For purposes of determining the benefit that will be paid from the
SPP upon your retirement, your pensionable earnings (subject to
Internal Revenue Code ss.401(a)(17) limits) through the earliest of
the date you retire, the date you die, or the last day of the month
of your termination of employment will be taken into account in
determining your highest consecutive five year average earnings; if
your termination of employment is before June 30 of the year of your
termination, then your pensionable earnings through the earliest of
the date you retire or the date you die, or December 31 of the year
preceding the year of your termination will be taken into account in
determining your highest consecutive five year average earnings.
(iii) For purposes of determining the nonqualified plan benefit under the
SRIP and the BEP, you will be credited with benefit service through
the earliest of the end of the month immediately preceding your
elected retirement date or the date you die.
(iv) For purposes of determining the nonqualified plan benefit under the
SRIP and the BEP, your pensionable earnings through the earliest of
the date you retire or the date you die, will be taken into account
in determining your five highest consecutive years of average
earnings.
TRW will withhold such amounts as are required by any applicable Qualified
Domestic Relations Orders.
In no event will your benefit service under the qualified SPP or under the
nonqualified plans extend beyond the last day of the month that is one
year from your termination of employment. By
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signing this agreement, you are expressly waiving any right to having
compensation after the last day of the month of your termination of
employment included for the determination of benefits payable under the SPP.
If you are eligible and do not elect to retire on or before the first day of
the month following one year from your termination of employment, you will be
placed in deferred retirement status until the earlier of your elected
retirement date or the first of April following the year in which you reach
age 70-1/2. In that event, however, you will not be eligible to elect the
lump sum option from the SPP, nor will you be able to elect to be covered by
the TRW Retirement Medical Plan.
STOCK SAVINGS PLAN AND BENEFITS EQUALIZATION PLAN
You may continue to make contributions to The TRW Employee Stock Ownership
and Stock Savings Plan ("SSP") until the earlier of February 28, 1999, or the
termination of your employment, and you may continue to make contributions to
the BEP and to be credited with TRW matching contributions pursuant to the
BEP. At such date, the options available to you will be as governed by the
SSP or the BEP, as the case may be.
We suggest that you seek the advice of your tax counsel regarding the
advisability and effect of deferring the receipt of any payments under the
SSP and the timing of any election to defer.
EARLY RETIREMENT
If you choose to retire before December 31, 1997, you may do so, and in such
event you will be paid in cash within 10 days thereafter, a sum equal to (a)
$1,035,000 less any payments made after March 1, 1997 for base and OIP, and
(b) a cash payment equal to 20,000 (as adjusted) times the average of the
high and low price of TRW stock on the last trading day prior to retirement,
in lieu of the SIP payment due with regard to 1997. Should you choose to
retire between December 31, 1997 and February 28, 1999, you may do so, and in
such event you will be paid in cash a sum equal to $1,035,000 less any base
or OIP
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payments made after March 1, 1997, it being assumed that you will have
received your SIP payment with respect to 1997. Your estate or designated
beneficiary would be entitled to any such payments (determined as though you
retired on the first day of the month following death; said day to be
considered "termination of employment" for purposes of this agreement but not
for purposes of any TRW benefit plans), should you die before March 1, 1999.
CONFIDENTIALITY; COOPERATION
In consideration of TRW's agreement to provide the compensation, benefits and
payments set forth in this letter agreement:
(a) You acknowledge that as an employee of TRW you possess confidential and
proprietary information owned by TRW and you agree not to use this
information or reveal it to any other person or corporation. You will
not remove from TRW facilities any materials which contain TRW
confidential or proprietary information.
(b) You agree not to assist any party other than TRW in any litigation or
investigation against TRW or its affiliates, successors, assigns,
officers, directors, employees or agents, except as required by law.
You further agree that if you believe any such action is required by
law, you will first afford TRW the opportunity to raise and obtain a
ruling on any claim of attorney-client, work product, or other
privilege or any other contractual or other defense that may be
applicable.
(c) You agree to provide your reasonable cooperation to TRW in any future
lawsuit, administrative proceeding or other judicial, administrative or
legislative matter in which your assistance may be desired by TRW.
(d) Until termination of your employment, you agree that you (i) shall
refrain from accepting work, engagements, or appointments from any
third party which would conflict with the protection of TRW
confidential or proprietary information
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and (ii) shall not, directly or indirectly, as owner, manager, officer,
director, employee, consultant or in any other capacity, become
financially interested in or otherwise connected with a third party
which engages in business activity which is materially competitive
(more that 25% overlap in both companies) with the business activities
of TRW; provided, however, this limitation shall not preclude you from
being otherwise employed or making an equity investment in a firm whose
stock is listed on a national securities exchange or NASDAQ.
RELEASE
In consideration for TRW's agreement to provide the compensation, benefits
and payments set forth in this letter agreement:
(a) You agree for yourself, your heirs, executors, administrators,
successors and assigns to release and discharge forever TRW, its
affiliates and insurers, their successors and assigns, officers,
directors, employees and agents from any and all claims, demands,
causes of action, losses and expenses of every nature whatsoever,
whether known or unknown, arising out of or in connection with your
employment by TRW or the termination thereof, including but not
limited to, breach of contract (express or implied), wrongful
discharge, intentional infliction of emotional harm, defamation,
libel, slander, or other tort, or violation of any federal, state or
municipal statute or ordinance relating to discrimination in
employment, including but not limited to Title VII of the Civil Rights
Act of 1964 (42 U.S.C. Section 2000(e) et seq.) and Ohio Revised Code
Section 4112 et seq. In signing this Agreement, you agree to waive any
rights you would have to pursue any of the claims described herein
against TRW through the company's Alternative Dispute Resolution (ADR)
process, or through any court or administrative agency; and further
agree not to bring any suit or action in any court or administrative
agency against any of the beneficiaries of this release arising out of
or relating to the subject matter of this release.
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(b) YOU AGREE THAT BY SIGNING THIS LETTER, YOU ARE ALSO KNOWINGLY AND
VOLUNTARILY WAIVING ANY AND ALL CLAIMS OR CAUSES OF ACTION YOU MAY HAVE
UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29
U.S.C. SECTION 621, ET SEQ.), AS AMENDED.
TRW agrees to release you, your successors and assigns from any and all
claims, demands, causes of action, losses and expenses of every nature
whatsoever, whether known or unknown, arising out of or in connection with
your employment by TRW, or the termination thereof.
MISCELLANEOUS
(a) It is important that you understand that the continued availability,
after the date of this letter, of the benefits specified above is
subject to (i) the continued existence of the applicable TRW benefit
plans, (ii) the retention of IRS-qualified status for those plans
which are currently so qualified, (iii) terms of all applicable TRW
benefit plans as such terms and conditions are in effect from time to
time in the future and (iv) changes in governing laws and regulations
applicable to benefit plans. If such benefits terminate or are reduced
you will receive any substitute program given to other Department
Heads.
(b) You and TRW acknowledge and agree that:
(i) only a significant material breach of your obligations specified
under "Confidentiality; Cooperation" above, will constitute
grounds for TRW to terminate any payments or benefits to be made
or provided to you hereunder;
(ii) certain of TRW's obligations to pay money pursuant to this
letter agreement are merely those of an unfunded and unsecured
promise to pay money in the future, and any and all of TRW's
assets will remain the general, unpledged and unrestricted
assets of TRW; and
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(iii) you may not borrow against TRW's obligations to pay money to you
pursuant to this agreement, nor may you assign or otherwise
transfer TRW's obligations hereunder, (except upon death) or any
interest in them, and any attempt to do so will be ineffective.
(c) Upon retirement, you will receive all benefits generally made available
to OIP I retirees in good standing.
(d) In no case will your termination of employment be deemed or referred to
as being for cause (under any benefit plan or otherwise).
(e) All reference checks should be directed to Xxx Xxxxxx, Xxxx Xxxxxxxx or
me. TRW will assure that Xxx, Xxxx and I will limit our responses
thereto to your positive accomplishments as General Counsel or before,
and the value you added to the company during your tenure as General
Counsel.
(f) TRW acknowledges that after June 1, 1997, your physical presence at TRW
on a day-to-day basis is not required and that nothing herein will
preclude you from assuming responsibilities or employment outside of
TRW, as long as you (1) do not violate "Confidentiality; Cooperation"
provision; and (2) that you have eliminated inconsistent obligations
under the Employment Section herein.
(g) It is understood that the terms of this letter agreement will be
governed by the laws of the State of Ohio regardless of where either
party may be domiciled.
(h) Any payments made by TRW hereunder are subject to applicable federal,
state and local tax withholding.
(i) In the event that any portion of this letter agreement shall be held to
be void, voidable or unenforceable, the remaining portions hereof shall
remain in full force and effect.
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(j) You may wish to consult with your financial or tax advisor with regard
to the tax implication of any benefits, including nonqualified benefit
payments and deferrals, described in this agreement. You acknowledge
and agree that no representations or warranties have been made to you
with respect to the tax consequences of any payment provided for under
this letter agreement.
(k) The release set forth under "Release" does not constitute a release as
to any liability for a breach or default of this letter agreement.
(l) This agreement (other than this paragraph and the third paragraph
under "Opportunity to Revoke" below, which are binding on the parties
upon their respective execution) is contingent upon approval by the
Compensation and Stock Option Committee of the Directors of TRW Inc.
TRW Management agrees to present this Agreement, and recommend
approval of same (without limitation or restriction) on or before
April 30, 1997. Until such approval is given, or in the event approval
is denied, you shall continue as Executive Vice President, General
Counsel and Secretary with the compensation, benefits and perquisites
you currently have.
ENTIRE AGREEMENT
With the sole exception of the Consulting Agreement attached hereto as
Exhibit 1, you and TRW agree that this letter agreement constitutes the
entire agreement and supersedes all prior agreements and understandings,
whether oral or written, between you and TRW with respect to the subject
matter of this agreement. You agree that the obligations (other than the
non-compete) of the paragraphs relating to "Confidentiality; Cooperation" and
"Release" have been separately negotiated and shall survive the expiration or
termination of this letter agreement.
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ATTORNEY
Each party understands and acknowledges that each has the right to consult an
attorney (at their personal expense) regarding the terms of this agreement
prior to signing this letter, that each has been given ample time to do so,
and that whether or not each has done so is totally his or its choice. The
role of the TRW Law Department personnel in this arrangement has been to
formalize the understanding between the parties (expressed through an
outline) and not to give legal advice to either party.
In the event either you or TRW breaches this agreement and the other party
brings an action to enforce the agreement in a court of competent
jurisdiction, the party who is finally adjudged to be prevailing shall be
entitled to reasonable attorneys' fees.
OPPORTUNITY TO REVOKE
You acknowledge that you were given this letter on February 25, 1997, that
you have reviewed it, and, if you so choose, you have 21 days from that date
to consider it prior to executing it. If, after thoughtful consideration, you
are in full agreement with and understand the terms and conditions contained
in this letter agreement (including the release of all claims contained in
the section entitled "Release"), if you agree that you will be bound by it,
and if you agree that it represents your free will and choice, please
indicate such agreement by signing this letter, dating it, and returning it
to me. Please keep a copy of the signed letter for your files.
I will hold the executed agreement for seven days following your return of
the executed letter to me, during which time you may revoke it by notifying
me in writing.
TRW shall not revoke or amend its offer as represented by this letter
agreement without your approval during the 21-day period set forth above.
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IMPLEMENTATION
You should address any questions about the implementation of this agreement
directly to me.
Sincerely,
TRW Inc.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
ACCEPTED AND AGREED TO
this 3rd day of March , 1997.
------- ------------------
/s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Approved and agreed to this 30th day of April , 1997
--------- -----------------------
Compensation and Stock Option Committee
By /s/ Xxxxxxx X. Xxxxx
---------------------------------
Chairman
17
Exhibit 1
February 25, 1997
Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Dear Xxxxx:
This letter agreement confirms our understanding relating to the
engagement by TRW Inc. ("TRW") of Xxxxxx X. Xxxxx ("Consultant") as a consultant
to TRW to provide the services described in paragraph 1 below. The terms and
conditions that follow constitute the entire agreement between TRW and
Consultant and shall not be modified in any way except by a written document
executed by both parties.
1. Term and Termination
--------------------
If Consultant retires from TRW on or after March 1, 1999, this letter
agreement shall commence on such date and will continue for a period of two
years.
2. Statement of Work
-----------------
Consultant shall perform work on special projects as assigned by the
Executive Vice President and General Counsel at such time(s) and place(s) as
mutually agreed upon; said work not to exceed ten percent of Consultant's time
on a yearly basis.
3. Compensation
------------
As sole compensation for Consultant's services hereunder, TRW shall pay
Consultant an annual fee of One Hundred Thousand Dollars ($100,000.00) per year.
In addition, TRW shall reimburse Consultant for all reasonable travel,
long-distance telephone and other out-of-pocket expenses incurred by Consultant
in performing work hereunder upon receipt of Consultant's correct invoices
therefor. All costs must be substantiated by receipts or other written
verification. Any unusual or significant expenses must be approved in advance by
the Chairman and Chief Executive Officer.
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4. Confidential Information
------------------------
The term "TRW Confidential Information" refers to all data, reports,
drawings, tapes, formulas, interpretations, forecasts, business plans and
analyses, records, trade secrets, customer lists, documents, proposals,
information regarding products, pricing, terms of sale, processes, research and
development, apparatus and application methods and all other information
reflecting upon or concerning TRW that are not openly communicated or made
accessible by TRW to third parties and that Consultant obtains from TRW, its
employees, subsidiaries and affiliates, or that Consultant otherwise acquires
while engaged hereunder, including information of a third party as to which TRW
has a nondisclosure obligation. Additionally, TRW Confidential Information shall
include any and all reports to TRW made by Consultant hereunder or the contents
thereof. In view of the sensitive information to which Consultant may have
access during its engagement hereunder, any information reflecting upon or
concerning TRW and known, communicated or accessible to Consultant shall also be
deemed to be TRW Confidential Information unless such information has been
published by TRW in publicly available documents.
Consultant:
(a) agrees that TRW Confidential Information is the sole property of TRW and
that such TRW Confidential Information shall be used only in providing
consulting services hereunder for TRW;
(b) shall hold the TRW Confidential Information in confidence and not disclose
it in any manner whatsoever, in whole or in part, to any person except to
employees of TRW, or to employees of Consultant who need to know in order
to perform their duties and who agree in writing to use the TRW
Confidential Information only to assist Consultant in performance of
Consultant's duties hereunder;
(c) shall take or cause to be taken all reasonable precautions to prevent the
disclosure or communication of TRW Confidential Information to third
parties;
(d) agrees that each reproduction, duplication, or copy of any portion of TRW
Confidential Information shall be deemed TRW Confidential Information for
all purposes hereunder; and
Initialed ____
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(e) shall, upon expiration or termination of this letter agreement, discontinue
all use of TRW Confidential Information and return all documents containing
TRW Confidential Information to TRW.
5. Inventions
----------
Consultant shall disclose promptly to TRW all technical innovations
that were or are conceived or first reduced to practice by Consultant, whether
solely or jointly with others, in the course of performing work hereunder or as
a result of knowledge acquired while performing services hereunder. For purposes
of this letter agreement, the term "technical innovation" includes, but is not
limited to, any idea, invention, discovery, improvement, any new and useful art,
method, process, use, apparatus, composition of matter, design, computer
program, algorithm, programmable process, process of which any computer program
constitutes a part, or configuration of any kind, whether patentable or not.
Consultant agrees that all technical innovations shall be the sole property of
TRW. During or subsequent to the term of this letter agreement, Consultant
agrees without further consideration promptly to execute and deliver to TRW all
documents and take such other action as may be reasonably required by TRW to
assist TRW in obtaining patents in the United States and foreign countries for
the technical innovations and to vest title thereto in TRW and/or the
successors, assigns or designees of TRW. At TRW's request and expense,
Consultant shall cooperate with TRW and do all things reasonably and lawfully
appropriate to assist TRW, or its successors, assigns and nominees, to obtain
and enforce patents relating to such technical innovations.
6. Copyrights
----------
Neither Consultant nor any of Consultant's employees or independent
contractors shall knowingly incorporate in any work prepared hereunder any
copyrighted or proprietary material of TRW or any other person. Further, any
work of authorship created hereunder shall constitute a "work made for hire,"
when so defined by the Copyright Act, and as to any work not so defined,
Consultant hereby transfers to TRW any and all right, title and interest
Consultant may have in and to the copyright in such work for the entire term of
the copyright. No rights are reserved to Consultant in any work prepared
hereunder.
Initialed ___
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Xxxxxx X. Xxxxx
February 25, 1997
Page 4
7. License
-------
Consultant hereby grants to TRW a fully paid-up, nonexclusive and
perpetual right and license to use any and all of Consultant's know-how and
trade secrets that are necessary to the implementation of work by TRW pursuant
to the reports and recommendations made by Consultant.
8. Security
--------
TRW shall advise Consultant which information or items provided to
Consultant constitute classified material, and Consultant shall comply with all
security requirements imposed by TRW. If it becomes necessary for Consultant to
store classified material at Consultant's place of work, other than TRW
premises, a facility clearance shall be required. In that event, Consultant
shall enter into a security agreement with the applicable Government agency and
maintain a system of security controls in accordance with such security
agreement. All such classified material shall be promptly returned to TRW on
request or upon termination of the security agreement or this Agreement,
whichever first occurs.
9. No Conflict
-----------
Except with the prior written approval of TRW after full disclosure of
all relevant facts, Consultant shall refrain from accepting work, engagements or
appointments from any third party that could conflict with, or impede an
unbiased performance of, Consultant's work hereunder or the protection of TRW
Confidential Information.
10. Compliance
----------
Consultant warrants that Consultant has the right to enter into this
letter agreement and that performance of the work specified herein shall not
cause Consultant to be in violation of any federal, state or local law or
regulation, or any contractual agreement entered into by Consultant. Consultant
shall comply with TRW's policies, directives and standards, including, without
limitation, TRW's Code of
Initialed ___
21
Xxxxxx X. Xxxxx
February 25, 1997
Page 5
Conduct (a copy of which Consultant acknowledges having received), and with all
applicable federal, state and local laws and regulations.
11. Force Majeure
-------------
Neither party shall incur liability to the other party on account of
any loss or damage resulting from any delay or failure to perform any part of
their obligations hereunder where such delay or failure was caused in whole or
in part by events, occurrences, or causes beyond the reasonable control of such
party.
12. Independent Contractor
----------------------
Consultant agrees that in its performance of this letter agreement,
Consultant shall act as an independent contractor, and not as an employee of
TRW, and all of Consultant's agents and employees shall be subject solely to the
control, supervision and authority of Consultant. Consultant understands and
agrees that TRW will not cover Consultant or Consultant's employees or agents
with workers' compensation, unemployment insurance, state disability insurance,
public liability insurance or other benefits that may be available to employees
of TRW. Consultant shall refrain from any representation that Consultant is an
employee, agent or legal representative of TRW, or from incurring liabilities or
obligations of any kind in the name, or on behalf, of TRW.
It is agreed that (a) Consultant shall be responsible for Social
Security taxes, if any, which may be applicable and for any other applicable
fees or taxes (federal, state or local) which may be required or levied upon any
payment made to or on behalf of Consultant hereunder; and (b) Consultant and
Consultant's employees, agents, heirs, successors and assigns shall not be
entitled, by virtue of any work done under this letter agreement, to any
benefits under any medical or travel accident insurance, pension, sick leave,
life insurance, vacation, or disability, or other employees' benefit plan or
plans maintained by TRW for its employees.
13. Publicity
---------
Except as TRW grants prior written approval, Consultant shall not
publicize the work performed under this letter agreement.
Initialed ___
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February 25, 1997
Page 6
14. Assignment
----------
This letter agreement shall not be assignable by Consultant without the
prior written consent of TRW. TRW may assign all or parts of its rights or
delegate all or parts of its duties under this letter agreement upon giving
written notice to Consultant.
15. Entire Agreement
----------------
With the sole exception of the severance agreement between Xxxxxx X.
Xxxxx dated February 25, 1997, and the reference therein to the instant
Consulting Agreement, this letter agreement sets forth the entire understanding
between the parties relating to consulting services to be performed by Xxxxx
between March 1, 1999 and March 1, 2001, and merges all prior discussions
between them regarding such subject. Neither TRW nor Consultant shall be bound
by any condition, warranty, or representation other than as expressly stated
herein or as subsequently set forth in writing signed by the parties.
16. Indemnification and Limitation of Liability
-------------------------------------------
Consultant shall indemnify TRW in respect of and hold TRW harmless from
and against (i) all expenses, claims, losses, damages and liability, however
caused, arising from any acts or omissions of Consultant in the course of
performing work under this letter agreement or the acts or omissions of
Consultant's employees, agents, subcontractors, suppliers or other third parties
utilized in connection with Consultant's performance; and (ii) any and all
claims by third parties that Consultant misrepresented its authority or made any
unfactual or other commitment not specifically authorized under this letter
agreement.
TRW's sole financial obligation under this letter agreement shall be
the payment of compensation as provided for herein. In no event shall TRW be
liable to Consultant for any loss of profits or incidental, indirect or
consequential damages, however caused, whether by TRW's sole or concurrent
negligence or otherwise.
Initialed ___
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Xxxxxx X. Xxxxx
February 25, 1997
Page 7
17. Survival
--------
The parties' obligations contained in paragraphs 4, 5, 6, 7, 12, 16 and
18 shall be permanent and survive the termination of this letter agreement.
18. Governing Laws
--------------
All questions concerning the validity and operation of this letter
agreement and the performance of the obligations imposed upon the parties
hereunder shall be governed by the substantive laws of the State of Ohio,
applicable to agreements made and to be performed wholly within such
jurisdiction.
If you agree with the terms of this letter agreement, please sign and
date the enclosed copy, initial each page and return the signed copy to me.
Sincerely,
TRW Inc.
By
------------------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
ACCEPTED AND AGREED TO
this day of , 1997
----------- ----------------------
--------------------------------------------
Xxxxxx X. Xxxxx
Initialed ___
24
Exhibit 2
AMENDMENT TO EMPLOYMENT CONTINUATION AGREEMENT
EFFECTIVE JUNE 1, 1997
FOR XXXXXX X. XXXXX
Executive Vice President of the Company, responsible worldwide for directing all
the employment benefit investment and environmental control activities of TRW
Inc. and its subsidiaries, including management responsibilities for TRW
Investment Management Company (serving as Chairman thereof).
