Exhibit 10.21B
May 1, 1997
Xxxxxxx X. Xxxxxxx
Executive Vice President Administration
and Chief Human Resource Officer
Textron Inc.
00 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Dear Xxxx:
The purpose of this letter is to confirm our agreement
concerning your employment relationship with Textron and
your Employment Agreement dated January 1, 1989.
1. Effective July 1, 1997, your employment status
shall be converted into that of an employee-consultant
through the term of your Employment Agreement, which will
expire on December 31, 1999. Your rights and obligations as
an employee-consultant shall be as set forth in the
Employment Agreement except as specifically set forth
herein.
2. Pursuant to your Employment Agreement, your
compensation as an employee-consultant will be as follows:
(a) Base Pay: At the rate of $425,000 per annum.
(b) Annual Incentive Compensation: Your annual
incentive bonus will be $345,000 per
year.
(c) Performance Share Units: You will continue to be
eligible for payouts for the three-year cycles ending
December 31, 1997, 1998, and 1999. The discretionary
portion of your payout for each of these years will be
commensurate with payouts received by other Executive Vice
presidents at Textron; provided that the total amount of
your payout for any such year shall not exceed $631,000.
You will not be eligible to receive any additional
performance share unit awards.
(d) You will not be eligible to receive any
additional stock option awards.
3. You agree to assist in the identification and
recruitment of your successor and, upon the retention of
your successor, to use your best efforts to facilitate a
smooth and orderly transition of your responsibilities.
4. Unless otherwise agreed, you shall continue to
occupy your current office and perform your current duties
and responsibilities on a full-time basis until July 1,
1997. You shall relinquish your current titles and
responsibilities effective on such date. You will, as is
customary, be entitled to any or all of your office
furnishings should you so desire.
5. We agree that any internal or external
announcement concerning your change of status will be
coordinated and that no public announcement by either party
shall be made without the other party's consent, unless
required by law. It is, however, understood that an
announcement will be made as soon as practicable after both
parties have signed this letter.
6. Pursuant to your Employment Agreement, you will be
entitled to the following benefits:
(a) financial and tax planning (at Management
Committee rates);
(b) use of your current company car through the
term of the present lease; use of a new
company car thereafter; and eligibility to
purchase that car at the end of its lease at
the regular price and terms available to members
of the Management Committee;
(c) continued payment by Textron of dues for the
Hope Club and Rhode Island Country Club;
(d) annual physical examination;
(e) professional association dues, fees and
expenses held in your name, at company
expense, at current levels (to the extent
that such memberships do not preclude your
successor's membership in any such
organization);
(f) eligibility to participate in Textron's
matching gift program;
(g) office space and clerical support for consulting
duties;
(h) you will continue to be eligible to participate in the
Deferred Income Plan and the survivor Benefit Plan at the
three-times base salary level. Your retirement at the end
of 1999 shall be considered a "separation" as defined in
each of those plans.
7. Pursuant to Section 3.03 of the Supplemental Retirement
Plan and subject to the to the performance of your
obligations hereunder, the Company hereby agrees that you
will receive 100% of the benefit you would otherwise have
been entitled to under such plan had you reached the age of
65 on January 1, 2000.
8. During the term of your Employment Agreement, you agree
that:
(i) You will not, directly or indirectly, recruit any
employee of the Company or any affiliate of the
Company:
(ii) you will not, directly or indirectly, provide any
services (as an employee or otherwise) for any person,
firm or corporation that competes directly with the
Company or any affiliate of the Company; and
(iii) you will refrain from taking any action or making
any statements, written or oral, which disparage the
goodwill or reputation of the Company. Likewise, the
Company will refrain from taking any action or making any
statements, written or oral, which disparage you or
your reputation.
9. In consideration of paragraph 7 above, you agree not to
file against the Company or any affiliate of the Company,
their respective directors, officers, or employees, and you
release the same from, any and all claims and lawsuits
arising from your employment or termination including any
claim or lawsuit alleging (i) breach of contract, (ii)
wrongful termination, (iii) any unlawful or tortious acts,
or (iv) discrimination, including discrimination under the
Age Discrimination in Employment Act of 1967 or other
federal, state or local laws regarding employment
discrimination. This release shall not waive rights or
claims that may arise after the date of execution of this
letter.
10. You acknowledge that your acceptance of the terms of
this special arrangement is completely voluntary and you
have been offered no other inducements, promises, or
representations other than those included herein. You also
acknowledge that, as required by Law, you have been advised
to seek the advice of legal counsel prior to accepting this
agreement. You may accept the terms of this agreement any
time on or before May 22, 1997. You may withdraw your
acceptance within seven calendar days after the execution of
this agreement by providing written notification of such
withdrawal to Xxxxx Xxxxxxx, and this acceptance shall not
be effective or enforceable until the seven day revocation
period has expired.
11. Your Employment Agreement as modified by this letter
constitutes the entire agreement of the parties on the
subject matter hereof, is intended to be binding on both
parties and supersedes any prior agreements or
understandings. All required approvals have been obtained.
Please indicate your agreement with the above by
signing and returning the enclosed copy of this letter.
Sincerely,
/s/Xxxxx X. Xxxxxxxx
AGREED:
/s/Xxxxxxx X. Xxxxxxx
(Signature)
Date: May 1, 1997
