EXHIBIT 99(c)(9)
October 19, 1999
Mr. Xxxxxx Xxxxxx
Dear Xxxxxx:
As you know, we are currently in negotiations to sell Xxxx Industries, Inc. to
Xxxxx & Xxxxxxx, a division of United Technologies Corporation ("Xxxxx"). Your
continued commitment to Xxxx Industries, Inc. and its subsidiaries is an
important consideration to the contemplated transaction. The purpose of this
letter is to provide Xxxxx and you with assurances of continuity of your current
employment with Xxxx Industries Inc., or its subsidiary with which you are
employed (collectively the "Company"), after the sale. This letter outlines our
understanding concerning your continued employment following the change of
ownership, including: (i) a description of the compensation package you will be
provided; and (ii) certain agreements you will provide to the Company in
consideration of the benefits provided herein. This letter will become effective
upon completion of the acquisition of the Company by Xxxxx.
I. Responsibilities and Compensation
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Following the completion of the acquisition of the Company by Xxxxx, you will
continue in a position with responsibilities substantially similar to those you
currently have. Your yearly base salary will continue at $121,706, subject to
periodic review with adjustments based on your demonstrated performance,
consistent with the Company's compensation practices. You will continue to be
eligible for annual incentive bonuses with a target equal to 30% of your base
salary. Actual awards will be determined by the Company based on an assessment
of performance and achievement of applicable objectives established for that
year. This determination will be consistent with the Company's customary
practices and procedures under the current incentive program. We have been
advised by Xxxxx that you will also be eligible to participate in the United
Technologies Corporation Recognition Stock Option
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Program. Details of this program will be provided under separate cover. We have
also been advised by Xxxxx that you will receive a special grant of 1,000 non-
qualified United Technologies Corporation stock options. Future awards will be
based on demonstrated performance and determined in accordance with Xxxxx'x
established compensation practices. You will also continue your existing yearly
car allowance of $4,800 during the term of this Agreement. If your employment is
terminated without cause during the term of this Agreement, you will be eligible
for a severance benefit as described below.
In addition to the foregoing, you will participate in other benefit programs
generally available to Company employees, including but not limited to health
care, dental, life insurance, vacation, short and long-term disability.
II. Terms and Conditions
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The employment arrangement described in this letter will be for a period of
three (3) years following the date Xxxxx closes on the acquisition of the
Company. If your employment is terminated prior to that date by the Company
without cause, you will receive a severance benefit equal to six (6) months of
your then current base salary, unless eligible for severance benefits under a
change of control, severance, employment or other similar agreement. If you
voluntarily terminate employment prior to such date, you will receive no
severance benefit. If the Company materially and adversely changes your
compensation, benefits or job responsibilities, your termination of employment
will not be considered voluntary. If the Company terminates your employment
"for cause", you will not receive any severance benefits. For purposes of this
Agreement, a termination will be considered to be "for cause" if: (i) you are
convicted of a crime involving moral turpitude, fraud, theft, or embezzlement
which results in or is intended to result in your personal enrichment at the
expense of the Company; (ii) commission of an act of fraud upon the Company;
misappropriation of funds or property of the Company; (iii) a material violation
of the Company's policy concerning conflicts of interest or business ethics; or
(iv) the result of gross negligence or dereliction in the performance of your
job responsibilities. Notwithstanding the above, nothing in the employment
arrangement described in this letter is intended to supersede or otherwise
modify the benefits that may become payable to you under the terms of the
Company's Change in Control Agreement, dated August 4, 1998, to which you are a
party, (the "Change in Control Agreement") provided however, to the extent that
you become entitled to any payment or benefit under the Change in Control
Agreement, you will not be entitled to receive any of the severance benefits
described in this letter.
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During the period of this Agreement, and for a period of one year following your
termination of employment, you agree that you will not engage or participate or
in any way assist, directly or indirectly, as an employee, consultant or
otherwise, any person or entity which competes with any of the businesses or
activities of the Company unless the Company provides its written consent. You
also agree that you will not disclose to any party "confidential information"
about the Company or any of its other affiliates. For purposes of this
agreement, "confidential information" means any proprietary, privileged,
technical, financial, strategic, customer or marketing information, the
disclosure of which would reasonably be considered to be adverse to the business
or prospects of the Company. You also agree that you will enter into a standard
intellectual property agreement as shall be provided by the Company.
We are very excited about the future of the Company under Xxxxx'x ownership. We
very much look forward to your continued participation and contributions to this
business. Please acknowledge your agreement with the offer terms described in
this letter and return one signed original to my office.
Sincerely yours,
XXXXXXX X. XXXX
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Acknowledged and Accepted:
/s/ XXXXXX XXXXXX October 20, 1999
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By: Xxxxxx Xxxxxx Date
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