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EXHIBIT 10.49
CHANGE IN CONTROL AGREEMENT
AGREEMENT by and between Trans World Airlines, Inc., a Delaware
corporation (the "Company") and --------- (the "Executive") dated as of
--------.
WHEREAS, the Company and Executive are parties to an Employment
Agreement dated as of ----------- (the "Employment Agreement");
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is essential to the best interests of the Company and its
shareholders to xxxxxx the continuous employment of Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control
(as defined in Section 2) of the Company;
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
Executive in his assigned duties without distraction in the face of
potentially disturbing circumstances arising from any possible Change in
Control of the Company; and
WHEREAS, the Board has concluded that the interests of the Company
described above can be best satisfied by agreeing to make certain payments to
the Executive if the Executive's employment is terminated following a Change
in Control and has delegated to the Chairman of the Board and the Chairman of
the Compensation Committee the responsibility and authority to negotiate an
appropriate agreement with Executive;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Amendment to Employment Agreement and Key Employee Stock Incentive
Program; Term of Agreement. This Agreement shall constitute an amendment to
the Employment Agreement and, as related to the Executive, to the Trans World
Airlines, Inc. Key Employee Stock Incentive Program (the "KESIP") to the
extent described below. This Agreement shall continue in effect until the
second anniversary of the date hereof or, should a Change in Control occur
during such two year period, until the second anniversary of the occurrence
of the Change in Control; provided
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that on each anniversary of the date hereof prior to the occurrence of a
Change in Control (a "Renewal Date"), the term shall be automatically
extended so as to continue until the second anniversary of a Renewal Date or,
should a Change in Control occur prior to such second anniversary of a
Renewal Date, until two years after the occurrence of the Change in Control,
unless 60 days prior to a Renewal Date the Company shall give notice to
Executive that the term shall not be so extended.
2. Change in Control. For purposes of this Agreement and, as related
to the Executive, the KESIP, "Change in Control" shall mean the following and
shall be deemed to have occurred if any of the following events shall have
occurred:
(a) Any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") shall have become the
beneficial owner (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (i) the then outstanding
shares of common stock and employee preferred stock of the Company
(the "Outstanding Company Stock") or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities") provided, however, that the following shall not
constitute a Change in Control: (i) any acquisition of beneficial
ownership of Outstanding Company Stock or Outstanding Company Voting
Securities by the Company or a corporation controlled by the Company,
(ii) any acquisition of such beneficial ownership (other than one
described in clause (e) below) by employees of the Company pursuant to
and in accordance with the terms of any employee plan maintained
pursuant to a collective bargaining agreement binding on the Company
(such plans, collectively, the "Plans") so long as such acquisition
does not result in the Plans in the aggregate owning more than 40% of
the Outstanding Company Stock or Outstanding Company Voting Securities
nor in the participants in, and the trustees of, such Plans having the
ability to exercise more voting or other control over the Company than
is currently permitted to be exercised by the participants in or
trustees of any Plan under the applicable governance provisions of the
Company's charter, By-Laws and collective bargaining agreements, (iii)
any acquisition of such
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beneficial ownership by any Person pursuant to a reorganization,
merger or consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (i), (ii) and (iii)
of subsection (c) of this Section 2 are satisfied, or (iv) any
acquisition of such beneficial ownership in connection with any
issuance of securities by the Company to any Person who discloses in a
Schedule 13-D or Schedule 13-G filed under the Exchange Act in
connection with such acquisition an intention to engage promptly in a
distribution of at least 75% of the securities so acquired (or the
securities into, or for which, such securities may be converted or
exchanged); provided, however, that if no such distribution shall
occur within 180 days following such acquisition, then a Change in
Control shall be deemed to have occurred as of the date of the
original acquisition; or
(b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason within a period of 18
months to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered as though the individual were a member of the Incumbent
Board (or, in the case of an individual elected by holders of a series
of employee preferred stock, if such individual is elected pursuant to
the applicable terms of such employee preferred stock), but excluding,
for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board (any such contest or solicitation, a "Proxy Contest");
or
(c) Approval by the shareholders of the Company of any
reorganization, merger or consolidation, provided that such proposal
is consistent with the Labor Protective Provisions set out in Section
1(D) of the currently effective collective bargaining agreement
between the Company and the Air Line Pilots Association and Section
2(C) of the December 15, 1994 Amendment to the currently
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effective collective bargaining agreement between the Company and the
International Association of Machinists and Aerospace Workers, unless,
following such reorganization, merger or consolidation, (i) more than
60% of, respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger or consolidation, of the
Outstanding Company Stock and Outstanding Company Voting Securities,
as the case may be, (ii) no Person (excluding (A) the Company and (B)
any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 20%
or more of the Outstanding Company Stock or Outstanding Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (iii) at least a majority
of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were members of the
Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger or consolidation;
(d) Approval by the shareholders of the Company of the sale or
other disposition of all or substantially all of the assets of the
Company, provided that such proposal is consistent with the collective
bargaining agreements binding on the Company, other than to a
corporation, with respect to which following such sale or other
disposition, (i) more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation
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entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Stock and Outstanding Company
Voting Securities immediately prior to such sale or other disposition
in substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company
Stock and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding (A) the Company and (B) any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the Outstanding
Company Stock or Outstanding Company Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors and (iii) at least a majority of the members
of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement
or action of the Board providing for such sale or other disposition of
assets of the Company;
(e) Any Person (other than the Plans) acting in concert with
any employees of the Company or any group, union, organization or
other Person representing such employees (an "Employee Group") or any
Person having any agreement or understanding with an Employee Group,
whether written or oral, relating to the acquisition or voting of
shares of capital stock of the Company, the nomination or election of
directors of the Company, the terms and conditions of employment of
any members of any Employee Group or any other matter that relates to
or might facilitate the ability of such Person to cause to occur any
of the events listed in paragraphs (a) through (d) above (an "Employee
Group Agreement"), shall have become the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or
more of either the then Outstanding Company Stock or the then
Outstanding Company Voting Securities; or
(f) As a result, directly or indirectly, in whole or in part, of
actions taken by any Person acting in concert with an Employee
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Group or being a party to any Employee Group Agreement, individuals
who, as of the date hereof, constitute the members of the Board not
nominated or elected by any Employee Group (the "Non Employee
Directors") cease for any reason within a period of 18 months to
constitute at least a majority of the Board; provided, however that
any individual becoming a director subsequent to the date hereof whose
election or nomination for election by the Company's shareholders was
approved by at least a majority of the Non-Employee Directors shall be
considered as if the individual were a Non-Employee Director, but
excluding for this purpose any such individual whose initial
assumption of office occurs as a result of an actual or threatened
Proxy Contest.
Notwithstanding the foregoing, if following a Change in Control
described in (c) or (d) above and prior to the termination of Executive's
employment with the Company, the Board determines in good faith that the
transaction underlying such Change in Control will not be consummated, this
Agreement, including the term thereof, shall continue as if a Change in
Control had not been deemed to have occurred.
In addition, the introductory language in Section 10.1 of the KESIP
shall be amended to read as follows:
"Upon the occurrence of a Change in Control or, in the case of a Change
in Control described in paragraph (c) or (d) of the definition of a Change in
Control, upon the earlier of (i) a termination of employment following a
Change in Control by reason of death or Disability, by the Company without
Cause or by an Employee for Good Reason or (ii) the consummation of the
transaction underlying such Change in Control, unless otherwise specifically
prohibited under applicable laws, or by the rules and regulations of any
governing governmental agencies or national securities exchanges:"
3. Termination Following Change in Control. (a) If a Change in
Control shall have occurred, in lieu of the payments and benefits Executive
would otherwise have received pursuant to the Employment Agreement, upon a
termination of employment during the term of this Agreement by the Company
without Cause (as defined below), or by Executive for Good Reason (as defined
below), Executive shall be entitled to the benefits provided in Section 4.
Executive's entitlements, if any, following a
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termination of employment by reason of death, Disability or Retirement, by
the Company for Cause or by Executive other than for Good Reason shall
continue to be governed by the terms of the Employment Agreement
("Disability" and "Retirement" each as defined in the Employment Agreement);
provided that, in the case of a termination for Cause, Executive shall have
received a Notice of Termination satisfying the requirements of Subsection
(b) below.
For purposes of this Agreement and, following a Change in Control, for
purposes of the KESIP (which shall to such extent be deemed amended hereby),
"Cause" shall mean any of the following:
(i) Executive is convicted of or engages in conduct which
constitutes a felony or a misdemeanor involving moral turpitude;
(ii) Executive is found by the Board to have failed or refused in
any material respect to perform his duties and responsibilities (after
notice and opportunity to cure if such material failure or refusal can
be cured);
(iii) Executive is found by the Board to have willfully engaged
in conduct which is demonstrably and materially injurious to the
Company;
(iv) Executive has breached his duty of loyalty to, or committed
any act of fraud, theft or dishonesty against or involving the Company
or any of its affiliated companies; or
(v) Executive has breached any material provision of this
Agreement or the Employment Agreement.
For purposes of this Agreement and, following a Change in Control, for
purposes of the KESIP (which shall to such extent be deemed amended hereby as
related to the Executive), "Good Reason" shall mean, without Executive's
express written consent, any of the following:
(I) Executive is removed from Executive's position as in effect
immediately prior to the Change in Control for any reason other than
by reason of death, Disability or Retirement or for Cause;
(II) Executive is assigned any duties inconsistent in a material
respect with Executive's position (including status,
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offices, titles and reporting relationships), authority, duties or
responsibilities as in effect immediately prior to the Change in
Control if such assignment results in a diminution in such position,
authority, duties or responsibilities (excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly following notice thereof
given by Executive);
(III) The Company fails to pay Executive any amounts otherwise
vested and due under the Employment Agreement (including any bonus),
the KESIP or any other compensation plan of the Company and such
failure continues for ten business days following notice to the
Company thereof;
(IV) Executive's annual base salary as in effect immediately
prior to the Change in Control (or thereafter if higher) is reduced;
(V) The failure by the Company to continue to provide Executive
with benefits at least as favorable in the aggregate as those enjoyed
by Executive under the Company's pension, life insurance, medical,
health and accident, disability, travel, deferred compensation and
savings plans in which Executive was participating at the time of the
Change in Control, the taking of any action by the Company which would
directly or indirectly materially reduce such benefits in the
aggregate or deprive Executive of any material fringe benefit enjoyed
by Executive at the time of the Change in Control unless such material
fringe benefit is replaced with a comparable benefit, or the failure
by the Company to continue to provide Executive with the number of
paid vacation days to which Executive is entitled;
(VI) The failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this
Agreement and the Employment Agreement, as contemplated in Section 7
hereof; or
(VII) Any purported termination of Executive's employment which
is not effected pursuant to a Notice of Termination satisfying the
requirements of Subsection (b) below, which termination for purposes
of this Agreement shall be ineffective.
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Notwithstanding the foregoing, a termination shall not be treated as a
termination for Good Reason unless Executive shall have delivered a Notice of
Termination (as defined below) within 90 days of having actual knowledge of
the occurrence of one of such events stating that Executive intends to
terminate employment for Good Reason.
(b) Notice of Termination. Following a Change in Control, any
purported termination of employment by the Company or by Executive shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 8 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated.
(c) Date of Termination, Following a Change in Control, "Date of
Termination" shall mean the date specified in the Notice of Termination,
which shall not be less than 30 nor more than 60 days from the date such
Notice of Termination is given) (except for a termination pursuant to Section
3(a)(VI), in which event the date upon which any succession referred to
therein becomes effective shall be deemed the Date of Termination, or a
termination by the Company for Cause, in which event the date such notice is
received shall be the Date of Termination). For purposes of this Agreement,
any good faith determination of "Good Reason" made by Executive shall be
conclusive.
4. Compensation Upon Termination Without Cause or for Good Reason.
Following a Change in Control, upon any termination of Executive's employment
by the Company without Cause (other than because of death, Disability or
Retirement), or any termination of employment by Executive for Good Reason,
in any case, during the term of this Agreement, in lieu of the payments and
benefits (not including any payments and benefits payable under the KESIP)
Executive would otherwise have received pursuant to the Employment Agreement
and in lieu of any severance benefits Executive would otherwise be eligible
to receive under the Company's severance plan, if any, as in effect
immediately prior to the Change in Control, Executive shall be entitled to
the following benefits and payments, payable (unless otherwise provided
below) in a lump sum in cash within ten days after the Date of Termination:
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(a) Full base salary through the Date of Termination at the rate
in effect at the time the Notice of Termination is given or, if
higher, at the rate in effect immediately prior to the reduction
giving rise (pursuant to Section 3(a)(IV)) to Good Reason for such
termination, plus all other amounts to which Executive is entitled
under any compensation or benefit plan of the Company at the time such
payments are due under the terms of such plans.
(b) A severance payment (the "Severance Payment") equal to two
times the sum of Executive's annual base salary and bonus with respect
to the year (out of the three years immediately preceding the year in
which such termination occurs or the three years immediately preceding
the Change in Control, if higher) for which such sum is highest,
reduced by any base salary or bonus paid Executive in respect of any
period after the Date of Termination.
(c) Life, disability, accident and health insurance benefits
substantially similar to those which Executive was receiving
immediately prior to the Change in Control (or thereafter, if higher)
until the earlier to occur of (i) the second anniversary of the Date
of Termination or (ii) such time as Executive is covered by comparable
programs of a subsequent employer; provided, however, that in the
event the Company is unable to provide such benefits, the Company
shall make annual payments to Executive in an amount such that
following Executive's payment of applicable taxes thereon, Executive
retains an amount equal to the cost to Executive, net of any cost
which would otherwise be borne by Executive, of obtaining comparable
life, disability, accident and health insurance coverage. Benefits
otherwise receivable by Executive pursuant to this Section 4(c) shall
be reduced to the extent comparable benefits are actually received
during the two year period following termination, and any such
benefits actually received by Executive shall be reported to the
Company.
(d) Lifetime pass privileges for Executive and family members
of the same type and priority received prior to the Date of
Termination (or thereafter, if more favorable), which pass privileges
shall apply to travel on any airline controlled by the Company or the
Company's successor, as the case may be.
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(e) In addition to all other amounts payable under this Section
4, Executive shall be entitled to receive all benefits payable under
any other plan or agreement relating to retirement benefits (including
plans or agreements of any successor following a Change in Control) in
accordance with the terms of such plan or agreement; provided that, to
the extent permitted by applicable law, Executive shall be credited
under such plans or agreements of any successor with two years
additional service with the Company after the Date of Termination for
vesting and eligibility purposes.
5. Mitigation. Executive shall not be required to mitigate the amount
of any payment or benefit provided for in Section 4 by seeking other
employment or otherwise, nor (except as specifically provided in Section 4)
shall the amount of any payment or benefit provided for in Section 4 be
reduced by any compensation earned by Executive as the result of employment
by another employer or by retirement benefits after the Date of Termination,
or otherwise.
6. Parachute Payments. Anything in this Agreement to the contrary
notwithstanding, if a reduction in the aggregate amount of payments Executive
otherwise would be entitled to receive under this Agreement (after taking
into account all other payments paid, payable or deemed payable pursuant to
Section 280G of the Internal Revenue Code of 1986, as amended, (the "Code")
to Executive under any other plan or agreement between Executive and the
Company, including by reason of the vesting of any options or other awards
under the KESIP, which payments are deemed contingent on a change described
in Section 280G(b)(2)(A)(i) of the Code ("Contingent Payments") would result
in a greater "Net After-Tax Amount" then the payments under this Agreement
shall first be reduced and such Contingent Payments shall next be reduced in
such manner as to provide the greatest Net After-Tax Amount. For purposes of
this Agreement, Net After-Tax Amount shall mean the net amount of any
Contingent Payments together with the amount of the payments Executive is
entitled to receive under this Agreement, after giving effect to all taxes
which would be applicable to such payments, including, but not limited to,
any tax under Section 4999 of the Code. The determination of whether any
such payment reduction shall be effected shall be made by KPMG Peat Marwick
LLP or such other independent public accounting firm,
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acceptable to Executive, that the Company shall select and such determination
shall be binding upon Executive and the Company.
7. Successors; Binding Agreement. (a) The Company will 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 Agreement and the
Employment Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place. As used in this Agreement, "Company" shall mean the Company as
herein before defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise. Prior to a Change in Control, the term "Company" shall
also mean any affiliate of the Company to which Executive may be transferred
and the Company shall cause such successor employer to be considered the
"Company" bound by the terms of this Agreement and this Agreement shall be
amended to so provide. Following a Change in Control the term "Company"
shall not mean any affiliate of the Company to which Executive may be
transferred unless Executive shall have previously approved of such transfer
in writing, in which case the Company shall cause such successor employer to
be considered the "Company" bound by the terms of this Agreement and this
Agreement shall be amended to so provide.
(b) This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive should
die while any amount would still be payable hereunder if Executive had
continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement to Executive's
devisee, legatee or other designee or, if there is no such designee, to
Executive's estate.
8. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, or by such other delivery service
providing receipts, in either case postage prepaid, addressed to the
respective addresses set forth on the signature page of this Agreement;
provided that all notices to the Company shall be directed
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to the attention of the General Counsel, or to such other address as either
party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.
9. Withholding Taxes. The Company may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.
10. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed
to in writing and signed by Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.
11. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
12. Validity. If any provision of this Agreement shall be declared to
be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
13. Counterparts. This Agreement may be signed in several
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
14. Arbitration. Except as otherwise provided in any nonsolicitation
or confidentiality covenant binding upon Executive, any dispute or
controversy arising under or in connection with this Agreement shall be
settled exclusively by arbitration in New York in accordance with the rules
of the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction.
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15. Status Prior to Change in Control. Nothing contained in this
Agreement shall impair or interfere in any way with Executive's right to
terminate employment or the right of the Company or any subsidiary to
terminate Executive's employment with or without Cause prior to a Change in
Control. Nothing contained in this Agreement shall be construed as a
contract of employment between the Company and Executive.
16. Legal Fees. The Company shall pay all legal fees and expenses
which may be incurred by Executive in contesting or disputing any termination
of employment following a Change in Control or in seeking to obtain or
enforce any right or benefit provided by this Agreement, which payment shall
be made in advance of the final disposition of any such contest.
17. Conflict with Employment Agreement and Key Employee Stock
Incentive Program. Executive acknowledges that this Agreement is in full
satisfaction of the Company's obligation under Section 4(c) of the Employment
Agreement to enter into a change of control severance agreement with
Executive on terms and conditions no less favorable in any material respect
to those offered to any other of the Company's officers serving at the same
level as Executive and that Executive has no further rights under such
Section 4(c). In the event of any conflict between this Agreement and the
Employment Agreement, the KESIP or any other agreement between the parties,
the provisions of this Agreement shall control and shall be deemed an
amendment thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
TRANS WORLD AIRLINES, INC.
By------------------------
Xxxxxxxx X. Soled
EXECUTIVE Senior Vice President and General Counsel
Trans World Airlines, Inc.
------------------------ One City Centre
Name of Executive 000 X. Xxxxx Xxxxxx
Xxxxxxx Xx. Xxxxx, XX 00000
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