Exhibit 84
August 20, 1998
Xxxxx X. Xxxxxx
AMP Incorporated
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Dear Xxx:
This Letter Agreement is being entered into to evidence our agreement that,
as of the date hereof, you shall step down from your position as Chairman
of AMP Incorporated (the "Company") and shall resign from the Company's
Board of Directors. You shall remain employed by the Company until August
1, 2000, your normal retirement date (your "Retirement Date"), performing
such services of an executive nature as may be requested by the Company 's
Chief Executive Officer. During your period of employment, your annual
salary and employee benefits shall remain unchanged from those in effect as
of the date hereof; however, you shall not be eligible for participation in
any of the Company's equity- and cash-based incentive compensation
programs.
With respect to the effect of the foregoing actions on the terms of your
Executive Severance Agreement, dated as of October 22, 1997, as amended
through the date hereof (your "Executive Severance Agreement"), you and the
Company agree as specified below. These agreements shall supersede any
provisions of the Executive Severance Agreement inconsistent therewith.
Capitalized terms used below but not defined herein shall have the meaning
ascribed to such term in the Executive Severance Agreement.
The Term of the Executive Severance Agreement shall continue until your
Retirement Date.
You agree that, notwithstanding the provisions of Section 4(a) of the
Executive Severance Agreement, which gives you the right to terminate your
employment for Good Reason during a Pending Change of Control and thereby
trigger certain Executive Severance Agreement benefits if a Change of
Control occurs within one year of the last event that constituted the
Pending Change of Control, you shall not so act to terminate your
employment for Good Reason unless and until there occurs a Change of
Control during the term of your Executive Severance Agreement.
The Company acknowledges that in the event a Change of Control occurs on or
prior to your Retirement Date (a) the occurrence of the Change of Control
will entitle you to the benefits set forth in Section (2) of your Executive
Severance Agreement, and (b) you have the right to terminate your
employment during the period from the date of such Change of Control
through and including your Retirement Date, which termination will
constitute a termination for Good Reason following a Change of Control
entitling you to the benefits set forth in Sections 1(a) and 3 of your
Executive Severance Agreement (and without limitation to any other benefits
to which you are entitled under such Agreement).
In keeping with the consistent practice followed by the Compensation and
Management Development Committee (the "Committee), any Company stock
options held by you at your Retirement Date will vest in accordance with
their terms and will remain outstanding for the full remaining portion of
each option's original 10-year exercise period. Also in keeping with the
Committee's consistent prior practice, any such options held by you at your
date of death prior to your Retirement Date will vest immediately and will
remain outstanding for a period of two years beyond your date of death or,
if shorter, for the remaining portion of the option's original 10-year
exercise period. The option treatment described in the two prior sentences
is contingent upon your full compliance with the terms of your
confidentiality, intellectual property, and limited non-competition
agreements with the Company and upon your refraining from engaging in any
conduct deemed by the Committee to be materially adverse to the best
interests of the Company.
If you are in agreement with the foregoing, please execute both copies of
this Letter Agreement and return one to Xxxx Xxxxxxxx.
Very truly yours:
AMP Incorporated
By: /s/ Xxxxx X. XxXxxxxx
-----------------------------------
Xxxxx X. XxXxxxxx
Chairman, Compensation and Management
Development Committee
ACKNOWLEDGED AND AGREED:
/s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
