[DRESSER INDUSTRIES, INC. LETTERHEAD]
January 10, 1997
Xx. Xxxxxx X. Xxxxxxx
Dresser Trading
0000 X. Xxx Xxxxxxx Xxxxxxx, Xxxx
Xxxxxxx, Xxxxx 00000
Dear Xxxxxx:
The purpose of this Letter Agreement is to confirm the
elimination of your position within Dresser effective
March 31, 1997 (herein after Separation Date or Last Day
of Work). This action is being taken to align complete
responsibility for all phases of Dresser Trading/NIS
Operations' services and product marketing to the
individual operating units.
As you will note, this Letter Agreement consists of three
sections - Section I sets forth the terms and conditions
of termination and Section II sets forth provisions
whereby any actual or potential claims that you may have
against the Company are amicably resolved, and Section
III sets forth the Consulting Agreement. The provisions
of this Letter Agreement shall be effective only if you
accept these provisions.
For the purpose of Section I of this Agreement, "Company"
is deemed to be Dresser Industries, Inc. For the purpose
of Sections II and III of this letter, "Company" is
deemed to be Dresser Industries, Inc. and its parent,
subsidiary and affiliated companies as well as all
predecessor companies and their parent, subsidiary and
affiliated companies.
SECTION I - TERMS AND CONDITIONS OF TERMINATION:
A. Your termination shall be effective March 31, 1997.
B. You will receive four weeks severance pay in the
amount of $16,539.00 on March 31, 1997.
*C. You will receive additional severance in nine
monthly installments of $16,791.00 beginning April
1, 1997. In addition, you will receive $1,000.00
per day for actual services rendered. All of these
payments are subject to satisfactorily complying
with the terms and conditions of this Agreement.
*D. For the purposes of the Dresser Stock Option Plan
only, your termination will be characterized as a
"retirement". In addition, we will recommend to
the Board of Directors that you receive a pro rata
share of any applicable 1997 bonus.
E. You will receive payment for all unused 1997
vacation in accordance with Company policy.
*F. The Company will make available to you the services
of an Outplacement Company of your choice.
G. Following your Separation Date, you are entitled to
continue medical and dental coverage through April
30, 1997 in the applicable Company plan pursuant to
which you have been enrolled. Additional coverage
may be provided to you in accordance with the rules
of the Consolidated Omnibus Budget Reconciliation
Act ("COBRA"). If you elect this continued COBRA
coverage, the coverage is at your expense in
accordance with the terms and conditions and costs
to be furnished to you.
H. Information concerning retirement accounts and/or
401(k) Plan accounts will be furnished to you no
later than March 31, 1997. Exercise of your
outstanding Stock Options and distribution of your
Deferred Compensation account will be according to
the plan rules.
I. All other benefits cease on March 31, 1997.
J. On or before your Last Day of Work, you shall
return all Company property, including, but not
limited to, keys, credit cards, access cards,
manuals, proposals, agreements, customer lists
(except you may retain a copy for personal use),
employee lists and confidential and proprietary
information and all copies thereof.
K. During your employment and following your
termination of employment, through December 31,
1997.
i) you shall not disclose any confidential
and proprietary information of the
Company, including, but not limited to,
proposals, agreements, product plans
and designs, pricing, marketing and
sales plans, research and development
projects or plans, customer lists and
employee lists,
ii) you shall continue to be bound by the
provisions concerning confidential and
proprietary information and inventions
as set forth in agreements that you
have entered into with the Company or
any predecessor company or any of their
parent, subsidiary or affiliated
companies. Following your termination
of employment, you shall not use any
confidential or proprietary information
of the Company, and
(iii) you will not accept employment with any
of Dresser's current and direct
competitors without first seeking
Dresser Industries' concurrence, as
further described in Section III,
Paragraph I.
L. The payments to be made to you, as set forth in
this letter, is subject to applicable withholding
and deductions. Some or all of the payments and
transactions described in this letter will create
tax liability for which you will have
responsibility.
SECTION II - RELEASE OF CLAIMS
A. While it is our expectation that you do not have
any claims against the Company, in an effort to be
certain that any actual or potential claims that
you have or may have are resolved amicable
forthwith, we shall extend to you the benefits as
set forth above in this letter if, and only if, you
agree to release the Company from any and all
actual and potential claims as provided in Section
II and you comply with the terms and conditions of
this letter including the satisfactory performance
of your work assignments through your Last Day of
Work as set forth in Sections I and III. You are
encouraged to seek the advice of an attorney prior
to accepting the provisions of this letter.
B. If you agree to the release of claims as set forth
in Section II and so indicate your agreement by
signing and returning this letter to the
undersigned, and if you comply with the terms and
conditions of this letter, including the
satisfactory performance of your work assignments
through your Last Day of Work as set forth in
Sections I and III, the following will be provided:
i) The additional consideration set forth in
Section I, asterisk items, C. , D. and F.
above, shall be provided.
ii) payment of the 1997 bonus will be paid as
soon as practical after calculation at fiscal
year end.
C. In consideration of the payments to be made to you
and other benefits to be provided to you as set
forth in this letter, you hereby irrevocably and
unconditionally release the Company, and the
successors, assigns, employees, officers, and
directors of the Company (except as to breach of
the terms of this Agreement), from and against any
and all claims, liabilities, demands and causes of
action, known or unknown, suspected or unsuspected,
that you have or may have by reason of any action,
statement, representation, omission, transaction or
event occurring up to and including your Separation
Date resulting from or in any way connected with
your employment or termination of employment by the
Company, including, but not limited to, any claims
arising under the Age Discrimination In Employment
Act, the Older Workers Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, and any
other federal, state or local statutes, ordinances
and regulations or common law.
D. You shall have forty (40) days from the date of
this letter to accept the terms and conditions set
forth in this letter. If you agree with and accept
such terms and conditions, please sign and date the
enclosed copy of this letter and return it to the
undersigned by said date. You shall have the right
to revoke your acceptance within seven days after
the date you execute this letter. Your revocation
shall be in writing and must be received by the
undersigned within such seven day period in order
to be effective. If you do not revoke acceptance
within such seven day period, your acceptance of
the terms and conditions of Sections I, II and III
shall become effective eight days after you execute
this letter.
E. You understand and agree that you:
i) have forty (40) days from the date of this
letter to consider its terms.
ii) have carefully read and fully understand all
of the provisions of this release.
iii) are releasing the Company from any and all
actual or potential claims you have against
the Company relating to or in any way
connected with your employment and
termination of employment by the Company
(except as to breach of the terms of this
Agreement), including the claims and
potential claims set forth in this Section
II, and that the term "Company" includes not
only Dresser Industries, Inc. but also
a) Dresser Industries Inc.'s parent,
subsidiary and affiliated companies; b) all
predecessor companies; and c) all parent,
subsidiary and affiliated companies of such
predecessor companies.
iv) understand that this is a legally binding
document.
v) knowingly and voluntarily intend to be
legally bound by this release.
vi) will not receive the benefits afforded to you
pursuant to Sections II & III, if you do not
comply with the terms and conditions of this
letter, including the satisfactory
performance of your work assignments through
your Last Day of Work as set forth in Section
I.
vii) were advised to consider the terms of the
release and to consult with an attorney of
your choice prior to executing the release.
viii) have a full seven (7) days following
execution of this release to revoke your
acceptance of the release as this release
does not become effective unless you sign
this letter, have not revoked your acceptance
and your right to revoke acceptance has
expired.
ix) in executing this release, are not relying on
any statements or representations, whether
written or oral, made by the Company or any
employee or officer of the Company except as
specifically set forth in this letter.
F. You represent that you have not filed any claim,
charge or complaint against the Company and will
not file such claim, charge or complaint against
the Company regarding any matter covered by the
release set forth above.
G. This letter sets forth the entire understanding and
agreement regarding your termination and supersedes
all previous and contemporaneous negotiations,
discussions, agreements and understanding.
H. You shall not disclose the benefits afforded to you
pursuant to this letter in whole or in part to
anyone except your attorney family and other
professional advisors and except as may be required
by law.
I. This release is governed by the laws of the State
of Texas.
SECTION III - CONSULTING AGREEMENT
The purpose of this section is to set forth the agreement
we have reached under which you will render consulting
services to Dresser Industries, Inc. effective April 1,
1997.
A. The term of this Consulting Agreement is April 1,
1997 through December 31, 1997, and may be renewed
for successive yearly or monthly periods by mutual
written consent. However, this agreement may be
terminated at the close of any month by written
notice, with good cause stated, at least five days
prior to the end of the month. For the purpose of
Company termination, "good cause" will mean the
causing of harm to Dresser or competing with
Dresser during the term of this Consulting
Agreement without the permission of Dresser.
B. During the term of this Consulting Agreement and
any extension, you will perform minimal services
not intended to interfere with any other employment
you may obtain, as directed by me or other
officials of the Company. Your services will
consist of rendering advice and assistance
regarding Dresser Trading/NIS Operations. The
exact topics or subjects of your services, and the
time to be devoted thereto, will be determined by
me or such other officials of the Company as I may
designate, and such instructions will be furnished
to you in writing.
C. For satisfactorily rendering such consulting
services, you will be paid the additional severance
and daily rate as set forth in Section I. C.
D. You will be reimbursed for reasonable and necessary
travel and living expenses that you incur in
rendering requested services hereunder, as defined
in expense reimbursement policies. Expenses will
be reimbursed no less frequently than monthly upon
presentation of completed expense reports on forms
normally used by the Company (including all
required receipts).
E. You warrant that entering into this agreement will
not conflict with any obligations you may have
arising under any other contract or by operation of
law.
F. You understand and agree that you are not an agent
or employee of the Company by virtue of this
agreement and, accordingly, are not eligible for
regular group or travel insurance or any other
employee benefits.
G. You also understand and agree that all drawings,
designs, reports, computations, calculations,
working papers, computer programs, manuals and
documents of every kind received or prepared by you
under the terms of this agreement or as a result of
the relationship with the Company created by this
agreement will be and will remain the sole property
of the Company, and all copies will be delivered to
the Company upon request. The Company will have
full and unlimited right to use all of the same,
including use of any preexisting proprietary rights
owned by you to the extent such proprietary rights
are incorporated in the same by you, without any
claim or right thereto on your part for any
additional compensation.
H. You agree to make prompt and full disclosure to the
Company or its nominee of all inventions,
discoveries, innovations, work products and
developments, whether or not patentable or
copyrightable, made or conceived by you in whole or
in part during the terms of this agreement and
which relate to, or arise out of, any developments,
services or products with which you have been
concerned under this agreement. You hereby assign
and agree to assign to the Company, its successors,
assigns, or nominees your entire right, title and
interest in and to said inventions, discoveries,
innovations, work products and developments. You
will, at our request, execute any and all
instruments and documents which we may deem
necessary or expedient to assign and convey to us,
our successors, assigns or nominees, the sole and
exclusive right, title and interest in and to any
such inventions, discoveries, innovations, work
products and developments, together with the
instruments and documents deemed necessary or
expedient by us in order to apply for, obtain, and
maintain Letters Patent and copyrights of the
United States and foreign countries therefore, in
full compliance with applicable requirements. You
agree to cooperate fully with the Company, its
successors, assigns, or nominees in the prosecution
of applications filed to obtain said Letters Patent
and copyrights and in the maintenance of or in any
litigation or other legal or administrative
proceedings involving same. You agree that your
obligation to execute any and all such instruments
and documents and to render such cooperation shall
continue after the termination of this agreement.
It is understood that all expenses of applying for
and obtaining Letters Patent and copyrights shall
be borne by the Company. Further, the Company
agrees to reimburse you for the time spent and
reasonable traveling and other out-of-pocket
expenses which you incur in connection with any
steps which you take pursuant to the provisions of
this paragraph, provided such time has been spent
and such expenses were incurred at the prior
written request or with the prior written approval
of the Company.
I. You agree that you will not during the term of this
Agreement serve any interest or do any act or thing
which conflict with the interests of the Company or
any of its subsidiaries, the determination by the
Company of its interest and those of its
subsidiaries, and any conflict therewith, to be
final and conclusive.
X. Finally, it is recognized that some of the work you
will be called upon to perform hereunder, as well
as information furnished you by us in connection
therewith, is highly confidential. Accordingly,
any and all such information developed or secured
during the performance of services under this
agreement shall be considered by you to be
confidential and the exclusive property of the
Company and shall not, now or at any time
hereafter, be published, stated, or used by you for
any purpose without the Company's prior written
consent. If you agree to perform consulting
services as outlined above, please so indicate by
signing and returning to me the copy of this letter
provided for that purpose.
We trust that the benefits afforded to you in this letter
will assist in a reasonable transitioning of your
employment. We wish you the very best of luck in your
future endeavors. If you have any questions concerning
this letter, please do not hesitate to contact me.
Sincerely,
DRESSER INDUSTRIES, INC.
/S/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx, President and COO
ACCEPTED BY:
/S/ XXXXXX X. XXXXXXX 17 Feb 1997
Xxxxxx X. Xxxxxxx Date
