Exhibit 10(a)(xviii)
July 24, 2002
Xxxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Dick:
This Letter Agreement confirms our understanding regarding your retirement from
active service.
1. You will retire from X. X. Xxxxx Co. (the "Company") on August 31, 2002
(Retirement Date).
2. The Company agrees that:
a. You will remain on the active payroll of the Company and your
full salary will be paid, less appropriate payroll deductions,
until the Retirement Date.
b. The lump sum payment, and other considerations outlined below
will be in lieu of any other `special' retirement programs
(e.g., MVP, Excel, Streamline) that have been offered from
time to time, or any severance benefits paid by the Company in
its regular practice.
c. You will be given a lump sum payment of $1,380,600, less
appropriate payroll deductions, on your Retirement Date.
d. Unused vacation days will be paid in cash on your Retirement
Date.
e. You will receive a pro-rata SSP payment for fiscal year 2003,
calculated in accordance with the terms of the plan. This
amount shall be paid at the time SSP payments are made to all
other SSP participants. This agreement shall be operative only
in the event the Company makes payments to other World
Headquarters executives under the SSP plan for fiscal year
2003.
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f. Your pension (Plan `A') can, at your option, be paid as a lump
sum (present value of the annuity), or you may begin receiving
monthly annuity payments that will commence on or about 30 days
following your Retirement Date.
g. You can obtain detailed information about your Retirement and
Savings Plan account balance at any time through the Heinz
Benefit Center by visiting xxx.xxxxxxxxxxxxxxxxx.xxx/xxxxx, or
by calling 0-000-000-0000,
h. On your Retirement Date the Supplemental Executive Retirement
Plan (SERP) will pay a lump sum benefit equal to the difference
between 5.0 times your final average annual compensation and the
lump sum benefit available from the Company's qualified
retirement plans.
i. Your stock options may be retained and may be exercised in
accordance with the original terms of the option grants at any
time after the restriction periods have been satisfied and
before the option term has expired. With respect to any stock
options which are unvested on your Retirement Date, the
preceding sentence means that such options will continue in
accordance with the terms of the respective grants and will
become exercisable at the vesting date for such options and will
remain exercisable at any time prior to the expiration date of
such options.
j. You may take title to your company-provided automobile, as well
as your company-provided portable computers.
k. Financial counseling will remain available through calendar year
2003. This provision includes any tax planning work completed
during 2003, but will not include preparation and filing of 2003
taxes due in April 2004, or other services provided after
December 31, 2003. In addition, the Tax Equalization Policy
related to your service in Asia will cover you for the calendar
year 2002 filing year, as well as any subsequent year you
receive any assignment related tax or relocation reimbursements.
l. Your club dues will be paid through December 31, 2002. You will
also receive all other employee benefits and perquisites
normally given to retired executives of the Company of similar
rank.
3. The Company will continue your health coverage as an active employee
under its group benefit plans currently in effect through the end of
the month in which you retire. You and your eligible dependents will
receive post retirement medical coverage at company expense until you
reach age 65; after you reach age 65, you will continue to receive
prescription coverage at no cost and your eligible dependents will
continue to be eligible for medical plus prescription coverage at
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50% of the cost per person covered.
4. Within 30 days of your Retirement Date, you should prepare and submit
travel and entertainment expense reports through your last day of work,
and reimburse the Company for any advances in excess of approved
expenses. Any reimbursement due to you will be paid promptly.
5. a. You understand and agree that in the course of your
employment, you have acquired confidential information and
trade secrets concerning the operations of the Company, the
Company's subsidiaries and affiliates (collectively, the
"Companies"), and the Companies' future plans and methods of
doing business, including, without limitation, strategic plans
and business plans, which information you understand could be
extremely damaging to the Companies if disclosed to a
competitor or made available to any other person or
corporation. You understand and agree that such information
has been divulged to you in confidence and you understand and
agree that you will keep such information secret and
confidential.
b. You further agree that during your employment by the Company
and for a period of two (2) years following your Retirement
Date, you will not, in any manner, directly or indirectly,
induce, solicit, or encourage any person who is then employed
by any of the Companies or who was so employed at any time
during the six-month period preceding your Retirement Date to
terminate employment with any of the Companies or to apply for
or accept employment with any competitor of the Companies.
c. You further agree not to accept employment with or provide
consulting services to competitors of the Companies throughout
the world for a period of one year from your retirement date.
d. In view of the nature of your employment and the information
and trade secrets which you have received during the course of
your employment, you likewise agree that the Companies would
be irreparably harmed by any violation, or threatened
violation of the Agreement and that, therefore, the Companies
shall be entitled to an injunction prohibiting you from any
violation or threatened violation of the Agreement. The
undertakings set forth in this paragraph shall survive the
termination of other arrangements contained in this Agreement.
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6. In consideration for the payments and benefits provided to you through
this Agreement to which you are otherwise not entitled, you hereby
irrevocably and unconditionally release and forever discharge the
Company, its successors, assigns, agents, directors, officers,
employees, shareholders, representatives, attorneys, divisions,
subsidiaries, and affiliates (referred to collectively as "Released
Persons"), from and against any and all claims, liabilities, promises,
agreements, or obligations, other than those relating to officer's and
director's liability coverage as covered by the Company's bylaws,
(referred to collectively as "Claims") which you now have, or ever had,
against each or any of the Released Persons, by reason of any and all
acts, failures to act, events, or facts existing or occurring up to the
time of final execution of this Agreement. The Claims released by you
against any Released Persons shall include, but not be limited to, any
Claims arising from, related to, or in connection with (1) any express
or implied contract, promise or covenant of good faith and fair
dealing, whether or not in writing, (2) any "tort" or other claims for
bodily or other injury, (3) any legal or other restriction on the right
of Company to terminate the employment of any employee, and (4) any
rights, remedies or claims under any federal, state or other government
law, regulation or rule, including without limitation, Title VII of the
Civil Rights Act of 1964, as amended, and the Age Discrimination in
Employment Act, as amended, including, without limitation, amendments
contained in the Older Workers Benefit Protection Act. This release
shall not include any Claims relating to, or arising from the breach of
this Agreement.
7. You have twenty-one (21) days to consider execution of this agreement.
The agreement shall not be effective unless and until you execute and
return one of the two originals hereof executed by the Company. After
twenty-one (21) days, we may revoke the offers contained in this letter
agreement and any or all of the terms hereof by a writing delivered to
you any time prior to the time you execute and deliver this Agreement.
8. You acknowledge that you have carefully reviewed and understand this
agreement. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
THIS AGREEMENT. Your signature will indicate that you accept and agree
to its terms voluntarily and with full understanding of its
consequences. For a period of seven (7) days following your final
execution of the Agreement, you will have the right to revoke this
Agreement, and this Agreement shall not become effective or enforceable
until the revocation period has expired. This agreement supersedes and
replaces any and all prior agreements with respect to the subject
matter hereto.
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Your signature on this letter agreement, and the Company's, signify the
intention of the parties to be legally bound by the terms of this letter
agreement. If the above agreement is satisfactory to you, please sign and return
one of the originals of this letter to me. The second original is for your
records.
Very truly yours,
X. X. Xxxxx Company
XXXXXXX X. XXXXXXX
Chairman, President and Chief Executive Officer
Accepted and agreed to this
26th day of July, 2002 Witness: ____________________
/s/ Xxxxxxx X. Xxxxxxx
__________________________ Date: ____________________
Xxxxxxx X. Xxxxxxx
