Exhibit 10.02
November 3, 1998
Xx. Xxxxxxx X. Xxxxx
0 Xxxxxx Xxxxx
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1988, as amended by agreements dated March 1,
1990, October 22, 1992, October 18, 1994 and February 20, 1996 (the
"Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 2000 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$975,000 per annum for the extension period January 1, 1998 through December
31, 2000. Your Basic Salary for the balance of 1998 will remain at the rate of
$975,000 per annum. Basic Salary shall be payable in accordance with the
Company's customary payroll practices for executives as in effect from time to
time, and shall be subject to such increases as the Board of Directors of the
Company, in its sole discretion, may from time to time determine. Such Basic
Salary shall be exclusive of fees received by you as a director and as a
member of Committees of the Boards of Directors of other corporations,
including subsidiaries, affiliates and investees of the Company.
3. In addition to receipt of Basic Salary under the Employment
Agreement, you shall participate in and shall receive incentive compensation
under the Compensation Plan for Executive Officers of the Company (the
"Compensation Plan") as awarded by the Incentive Compensation Committee of the
Board of Directors of the Company.
Xx. Xxxxxxx X. Xxxxx
November 3, 1998
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of
pensionable earnings in determining your Supplemental Benefits under the
Employment Agreement. In no event, however, shall such Supplemental Benefits
duplicate benefits under the Company's Benefit Equalization Plan as amended
from time to time.
5. The Company shall pay to you annually an amount equal to any
difference between your available "flexdollars" amount under the Company's
Beneflex employee benefit program and a greater flexdollars amount calculated
on a basis which includes incentive based compensation awarded in relation to
an applicable year under the Compensation Plan, after taking into account your
annual "Beneflex" elections. For purposes of such calculations, incentive
based compensation may be assumed to be payable in the amount of your "Cap"
for the applicable year under the Compensation Plan, subject to appropriate
adjustment in relation to incentive compensation actually awarded under the
Compensation Plan. Other employee benefits, such as life insurance, provided
by the Company will be based on your Basic Salary.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
