EXHIBIT 99.5
EXECUTION COPY
EMPLOYEE MATTERS AGREEMENT
EMPLOYEE MATTERS AGREEMENT, dated as of April 9, 2003 (as the
same may be amended from time to time, the "Agreement"), between Xxxxxx
Electronics Corporation, a Delaware corporation ("Xxxxxx") and The News
Corporation Limited, an Australia corporation ("Purchaser"), each a "Party," and
collectively, the "Parties."
WHEREAS, GM shall distribute to the holders of record of GM's
Class H common stock, par value $0.10 per share (the "GM Class H Common Stock"),
as of immediately prior to the effective time of the Split-Off (as defined
below) shares of common stock, par value $0.01 per share, of Xxxxxx ("Xxxxxx
Common Stock") in exchange for all of the outstanding shares of GM Class H
Common Stock, and the GM Class H Common Stock will be redeemed and cancelled
(the "Split-Off");
WHEREAS, immediately following the Split-Off, GM shall sell to
Purchaser, and Purchaser shall purchase from GM, all of the shares of Xxxxxx
Common Stock then held by GM (the "Xxxxxx Stock Sale Shares") for the purchase
price and upon the terms and conditions set forth in that certain Stock Purchase
Agreement entered into by and among GM, Xxxxxx and Purchaser on the date hereof
(the "Stock Purchase Agreement") (the "Stock Sale");
WHEREAS, GM and Xxxxxx shall consummate the separation of
Xxxxxx from GM pursuant to a Separation Agreement to be entered into immediately
prior to the Split-Off, by and between GM and Xxxxxx (the "Separation
Agreement");
WHEREAS, a wholly owned subsidiary of Purchaser will merge,
immediately following the consummation of the Stock Sale, with and into Xxxxxx,
with Xxxxxx as the surviving corporation (the "Merger");
WHEREAS, the consummation of the Split-Off and the separation
of Xxxxxx from GM as contemplated by the Separation Agreement (collectively, the
"Xxxxxx Separation Transactions" and, together with the Stock Sale and the
Merger, the "Transactions") are conditioned on, among other things, the approval
by the holders of a majority of the outstanding shares of GM $1-2/3 Common Stock
and GM Class H Common Stock;
WHEREAS, in connection with the Transactions, the Parties
hereto are entering into this Agreement in order to address certain employee
compensation and benefit matters and this Agreement shall be a part of the
Separation Agreement and Stock Purchase Agreement; and
WHEREAS, this Agreement shall become effective as of the
Closing Date.
NOW, THEREFORE, in consideration of the mutual covenants and
provisions hereinafter contained, the Parties hereby agree as follows:
1. DEFINITIONS.
(a) All initially capitalized terms used herein shall have the
meanings ascribed to such terms in the Separation Agreement unless the context
indicates otherwise.
(b) For purposes of this Agreement, the following definitions
shall apply to initially capitalized terms used herein unless the context
indicates otherwise:
(i) "Xxxxxx Employees" shall mean all individuals who,
immediately prior to the Closing Date, are current, former, or retired employees
of Xxxxxx or any entity that is a current or former subsidiary of Xxxxxx;
(ii) "Subsidiaries" shall mean all subsidiaries of Xxxxxx in
existence immediately prior to the Closing Date; and
(iii) "Plans" shall mean any and all of the employee benefits
and compensation plans, or agreements which are maintained or sponsored by
Xxxxxx or a Subsidiary thereof for the benefit of Xxxxxx Employees with respect
to their employment with Xxxxxx or any of its Subsidiaries, which are set forth
on Schedule A to this Agreement (the "Schedule A Plans"). Notwithstanding
anything in this Agreement or the documents relating to the Transactions to the
contrary, this Agreement shall not apply to any plan, program, policy, agreement
or arrangement that is not listed on Schedule A hereto, provided that this
sentence shall not apply to Section 3(c) hereof.
2. GENERAL.
(a) Except as otherwise provided in this Agreement, Xxxxxx may
modify or terminate any Plan in accordance with its terms.
(b) Neither Xxxxxx nor any Subsidiary has any commitment or
formal plan, whether legally binding or not, to create any additional employee
benefit or compensation plan, agreement or arrangement or modify any Plan.
(c) Except as set forth on Schedule B, to Xxxxxx' knowledge,
as of the date of this Agreement; (i) Xxxxxx has no obligation to provide any
employee benefits or compensation to any former or retired employees of Xxxxxx
or its Subsidiaries who were employed in any business that was disposed of prior
to the date hereof by Xxxxxx or any Subsidiary, including, without limitation,
the Xxxxxx defense business or the Xxxxxx space and communications business,
other than benefits or compensation that in the aggregate would not exceed one
million dollars ($1,000,000), and (ii) Xxxxxx has no liability with respect to
any Xxxxxx Employees relating to employment with, or employee benefits or
compensation from, GM, whether or not such benefits or compensation are
attributable to their employment with GM or any GM Affiliate or with respect to
employee benefits or compensation based on such individual's combined service
with GM or any GM Affiliate and Xxxxxx or any Xxxxxx Affiliate. For purposes of
this Agreement, the "knowledge" of Xxxxxx shall have the meaning set forth in
Section 14.1 of the Stock Purchase Agreement.
(d) Xxxxxx represents that it has no liability or obligation
that has not already been discharged in full as of the date of this Agreement,
with respect to any and all text and other information redacted in any Plan or
any other document provided to Purchaser by, or at the request of GM, Xxxxxx or
any Subsidiary of the foregoing.
3. CONTINUATION OF EMPLOYEE BENEFIT PLANS, WAGES AND BENEFITS.
(a) Except as otherwise provided in this Agreement, Xxxxxx
shall maintain and continue, as in effect immediately prior to the Closing Date,
all Schedule A Plans for a period of at least 18 months following the Closing
Date.
(b) For a period of at least the shorter of (i) 18 months
immediately following the Closing Date and (ii) the last day of the first
calendar year commencing on or after the Closing Date (the "Compensation
Continuation Period"), Xxxxxx shall not materially reduce the salary or hourly
wage rate in effect immediately prior to the Closing Date for any current Xxxxxx
Employee employed as of the Closing Date who is not a member of a collective
bargaining unit or is not covered by a collective bargaining agreement. In
addition, Xxxxxx shall, during the Compensation Continuation Period, continue to
provide to each individual Xxxxxx Employee during employment with Xxxxxx or any
of its Subsidiaries, an unreduced target opportunity to earn incentive
compensation in each incentive plan provided to such Xxxxxx Employee immediately
prior to the Closing Date. For purposes hereof, "incentive compensation" shall
include all compensation payable under the incentive compensation plans
asterisked on Schedule A.
(c) Xxxxxx shall or shall cause its applicable Subsidiary to
assume, maintain and continue in effect all severance, termination, separation,
employment or other agreements between each Xxxxxx Employee and Xxxxxx or any of
its Subsidiaries.
(d) Nothing in this Agreement or in the Transaction Documents
shall: (i) confer upon any Xxxxxx Employee any right with respect to
continuation of employment with Xxxxxx, nor interfere with the right, or limit
the ability, of Xxxxxx (or the applicable employer) to terminate the employment
of any of the Xxxxxx Employees at any time, with or without cause, (ii) except
as otherwise provided in this Agreement or in the Transaction Documents,
restrict Xxxxxx in its independent judgment in modifying any of the terms and
conditions of employment of the Xxxxxx Employees, (iii) prohibit, restrict or in
any way interfere with Xxxxxx' rights or abilities to sell, lease, or otherwise
dispose of all or any part of the business of Xxxxxx, or (iv) prohibit, restrict
or in any way interfere with Xxxxxx' right or ability to amend, terminate or
suspend any Plan or other program, policy, agreement or arrangement, to the
extent such action is required to comply with Applicable Law or where
applicable, to maintain qualification under Section 401 of the Internal Revenue
Code of 1986, as amended, including any applicable regulations (the "Code").
4. RETIREMENT PLANS.
4.1 Employee Savings Plans. To the extent permitted by Applicable Law
or the terms of the Xxxxxx Non-Bargaining Employees' Thrift and Savings Plan and
the Xxxxxx Savings Plus
Plan, DIRECTV Latin America 401(k) plan and PanAmSat Corporation Retirement
Savings Plan (the "Savings Plans"), and the loan agreements, promissory notes
and related agreements, any outstanding participant loans as of the Closing Date
from the Savings Plans shall be payable in accordance with the payment schedule
provided therein without acceleration by reason of any termination of employment
or transfer or distribution of account balances (including such notes and
agreements).
4.2 Xxxxxx Non-Bargaining Retirement Plan.
(a) Notwithstanding any other provision of this Agreement,
Xxxxxx shall continue coverage under the contributory portion of the Xxxxxx
Non-Bargaining Retirement Plan (the "Non-Bargaining Plan"), as in effect
immediately prior to the Closing Date, for all Xxxxxx Employees who are
contributory participants in such plan as of the date hereof, or, following the
18-month anniversary of the Closing Date, provide coverage under a successor
plan having terms and conditions that are no less favorable to any such
participant than the contributory portion of the Non-Bargaining Plan until
termination of his or her employment with Xxxxxx and its Subsidiaries, as
applicable, except for amendments to the contributory portion of the
Non-Bargaining Plan to the extent required to comply with applicable law or to
maintain the qualification of the plan under Section 401 of the Code.
(b) Xxxxxx shall, for at least 18 months immediately following
the Closing Date, continue coverage for all Xxxxxx Employees participating as of
the Closing Date under the non-contributory portion of the Non-Bargaining Plan
as in effect immediately prior to the Closing Date or provide coverage under a
successor plan having terms and conditions that are no less favorable than such
non-contributory portion of the Non-Bargaining Plan except for amendments to the
non-contributory portion of the Non-Bargaining Plan to the extent required to
comply with Applicable Law or maintain the qualification of the plan under
Section 401 of the Code.
(c) The Non-Bargaining Plan, the Xxxxxx Bargaining Retirement
Plan (the "Bargaining Plan") and the Xxxxxx Salaried Excess Benefit Plan (the
"Excess Plan") shall be amended, effective as of the Closing Date and to the
fullest extent permitted by Applicable Law (including any requirements to
maintain the qualification of such plan with Section 401 of the Code), to
provide:
(1) that each Xxxxxx Employee who (i) is a participant in the
contributory benefit of such plan as of such date, (ii) is identified
for layoff which arises directly from the transactions contemplated by
the Transaction Documents, (iii) is laid off within two years following
the Closing Date, and (iv) is entitled to receive severance benefits
under the Special Severance Appendix to the Xxxxxx Employment
Transition Assistance Plan or individual Xxxxxx Amended and Restated
Executive Change in Control Severance Agreement, shall have a right to
receive an enhanced lump sum payment equal to the actuarial present
value of the accrued benefit payable under the Non-Bargaining Plan, the
Bargaining Plan and the Excess Plan, as applicable, as if such Xxxxxx
Employee had grown into his or her earliest unreduced retirement date
(e.g., "Magic 75") assuming that he or she had continued employment
with Xxxxxx through such date (the "Pension Window"). Xxxxxx shall use
its commercially reasonable efforts to obtain a favorable determination
under Section 401 of the Code with respect to such amendment.
Notwithstanding the foregoing, any Xxxxxx Employee who is otherwise
entitled under any individual agreement to additional accrued benefits
relating to the Non-Bargaining Plan, the Bargaining Plan or the Excess
Plan shall not be eligible to receive the Pension Window pursuant to
this Agreement.
(2) that the above-referenced Pension Window will be available
to those PanAmSat employees participating in the contributory benefit
who receive severance benefits from PanAmSat who satisfy the
requirements set forth in Sections 4.2(c)(1)(i), (ii) and (iii) of this
Agreement, as long as they do not receive an offer of employment and
relocation from Xxxxxx.
5. RETIREE HEALTH BENEFITS.
(a) Xxxxxx will continue coverage for at least 18 months
following the Closing Date under the retiree health plan in effect immediately
prior to the Closing Date for Xxxxxx employees who are contributory participants
or eligible former Honeywell, Inc. participants in the Retirement Plans. After
the 18-month anniversary of the Closing Date, a successor retiree health plan
will be provided at retirement to eligible employees and qualified dependents
who are under age 65 while health insurance coverage is provided to active
Xxxxxx Employees. Under no circumstances will a retiree health plan continue for
any participant beyond the attainment of age 65.
(b) For a period of at least 24 months following the Closing
Date, Xxxxxx shall offer, in conjunction with the Pension Window, 100% self-pay
retiree medical under the applicable plan as described in 5(a) above to eligible
employees between the ages of 50 and 55 and their qualified dependents. Eligible
employees for purposes of the preceding sentence are contributory participants
in the Retirement Plan who are laid off within two years following the Closing
Date, are age 50 or older as of their layoff (termination) date, and who are
eligible for severance benefits under the Special Severance Appendix to the
Xxxxxx Employment Transition Assistance Plan or under the PanAmSat Corporation
Severance Pay Plan. Those who maintain this election and make timely payments on
a continuous basis up to age 55 may then participate in the retiree health plan
in place under Xxxxxx from age 55 to age 65 while health insurance coverage is
provided to active Xxxxxx Employees. Under no circumstances will a retiree
health plan continue for any participant beyond the attainment of age 65.
(c) For a period of 24 months following the Closing Date,
Xxxxxx shall offer 100% self-pay group medical coverage to eligible
non-contributory participants in the Retirement Plans and their qualified
dependents. Eligible Xxxxxx employees for purposes of the preceding sentence are
non-contributory participants who are laid off within two years following the
Closing Date and are 50 years or older as of their layoff (termination) date.
Eligible employees who elect this coverage at termination and make timely
payments on a continuous basis may continue in a Xxxxxx health plan on a 100%
self-pay basis up to age 65 and while health insurance coverage is provided to
active Xxxxxx Employees. Under no circumstances will the health plan continue
for any participant beyond the attainment of age 65.
6. OTHER BENEFIT PLANS.
6.1 Waiver. Xxxxxx shall, and shall cause the Subsidiaries, to provide
that no pre-existing conditions or exclusions shall apply to Xxxxxx Employees
under the Xxxxxx benefit plans except to the extent such condition or exclusion
was applicable to an individual Xxxxxx Employee prior to the Closing Date. With
respect to the plan year during which the Closing Date occurs, any amounts for
deductibles and out-of-pocket limits incurred by a Xxxxxx Employee under the
Schedule A Plans during such plan year will be counted toward deductibles and
out-of-pocket limits under the Xxxxxx benefit plans for the same plan year for
such employee.
6.2 Workers' Compensation. Workers' compensation liability for all
Xxxxxx Employees (whether incurred before, on or after the Closing Date) shall
be assumed and retained by Xxxxxx and its Subsidiaries at and following the
Closing Date except to the extent such liability is fully insured or is the sole
responsibility of an insurer under an insurance policy of Xxxxxx or any of its
affiliates after the Closing Date.
7. INCENTIVE COMPENSATION PLANS.
(a) Neither the performance metric or other performance-based
criteria nor the incentive compensation opportunities provided to the Xxxxxx
Employees under the incentive compensation plans on Schedule A may be amended or
otherwise modified with respect to any performance period or portion thereof
occurring prior to the Closing Date.
7.1 Retention Bonus.
(a) Xxxxxx shall promptly pay when due all retention bonuses
in accordance with the terms of the retention arrangements, and such
arrangements shall not be amended, modified or terminated as to any participant
thereunder without such participant's prior written consent.
(b) Xxxxxx shall follow the Claims and Dispute Resolution
Process for the Xxxxxx Amended and Restated Executive Change in Control
Severance Agreements, the Xxxxxx Retention Bonus Plan, and the PanAmSat
Corporation Executive Change in Control Severance Agreements as set forth on
Schedule A.
7.2 Incentive Compensation Plans
(a) Subject to Section 3(b) of this Agreement, any performance
metric or other performance-based criteria or the incentive compensation
opportunities provided to the Xxxxxx Employees under any incentive compensation
plan may be amended or otherwise modified as of the end of a calendar month with
respect to any performance period or portion thereof occurring on or after the
Closing Date provided that:
(i) With respect to each incentive compensation plan,
Xxxxxx shall, as soon as practicable following the date of the
amendment or modification (the "Modification Date") and in a
manner consistent with past practice and the terms and
conditions of such incentive compensation
plan, determine the pro rata amount of the award payable to
each Xxxxxx Employee under such incentive compensation plan
for the period commencing on the first day of the plan year or
performance period(s), as applicable, in which the
Modification Date occurs, and ending on the Modification Date
(the "Pre-Modification Award Period"). As soon as practicable
following the Modification Date, Xxxxxx shall determine the
actual aggregate incentive compensation plan performance for
the Pre-Modification Award Period by comparing (x) the actual
percentage level of performance achieved through the
Modification Date for each incentive compensation plan metric,
as applicable, to (y) the planned performance through the
Modification Date for each incentive compensation plan metric,
as applicable. Xxxxxx shall then cause the individual awards
to be determined consistent with its past practices.
Individual awards so determined shall be prorated by a
fraction, the numerator of which shall be the number of whole
months completed from the first day of the plan year or
performance period(s), as applicable, up to and including the
Modification Date as a completed month, and the denominator of
which shall be (i) 12 months in the case of the Xxxxxx Annual
Incentive Plan and the Xxxxxx Employees' Results Sharing Plan,
(ii) 36 months in the case of the Xxxxxx Long-Term Achievement
Plan, and (iii) the number of months in the applicable
performance period in the case of other incentive compensation
plans. Upon such determination, Xxxxxx shall record in its
administrative records for such incentive compensation plan
the amount of each such award so calculated (each, a
"Pre-Modification Award") and shall notify each Xxxxxx
Employee of such employee's Pre-Modification Award as soon as
practicable (but in any case within 30 days after the
Modification Date);
(ii) The Xxxxxx Employees who are affected by the
amendment or modification of such incentive compensation plan
are notified of the amendment or modification as soon as
practicable after the adoption of the amendment or
modification; and
(iii) As soon as practicable following the last
day of the plan year or performance period(s), as applicable,
in a manner consistent with the terms and conditions of such
incentive compensation plan, Xxxxxx shall determine the amount
of the award payable to each Xxxxxx Employee under such
incentive compensation plan for the period commencing on the
Modification Date and ending on the last day of the plan year
or performance period(s), as applicable (the
"Post-Modification Award"). Further, as soon as practicable
following the date such awards have been determined, Xxxxxx
shall notify each affected Xxxxxx Employee of the amount of
the award payable to such employee. With respect to each plan
year and performance period(s), as applicable, under such
incentive compensation plan, the aggregate award that each
eligible Xxxxxx Employee shall receive shall be equal to the
sum of such Xxxxxx Employee's Pre-Modification Award and
Post-Modification Award for
such plan year or performance period(s). Xxxxxx shall pay such
awards in accordance with the terms and conditions of the
applicable incentive compensation plan.
7.3 Stock Option Plans.
(a) Xxxxxx shall assume all obligations and responsibility for
any outstanding options and other awards under the Xxxxxx Incentive Plan, and
all such options and awards (excluding stock options granted on June 22, 2001,
LTAP restricted stock units which will vest pursuant to the Long Term
Achievement Plan and restricted stock units granted after February 21, 2003)
shall be fully vested and exercisable beginning no more than ten (10) business
days immediately prior to the Closing Date.
(b) Employees of GM and Delphi Automotive Systems Company who
have stock options with respect to shares of Class H stock outstanding as of the
Closing Date shall be deemed to have terminated their service as of the Closing
Date as a result of a "Change in Control" for purposes of the Xxxxxx Incentive
Plan and therefore such options shall remain exercisable up to the earlier of
(i) the fifth anniversary of the Change in Control or (ii) the date of
expiration of the term of the option.
(c) All outstanding options as of the Closing Date under the
Xxxxxx Incentive Plan held by any employee of Xxxxxx or any of its affiliates
whose employment or service is terminated (or deemed to be terminated) pursuant
to any reduction in force program or otherwise as a result of any Change in
Control (as defined in the Xxxxxx Incentive Plan) shall remain exercisable until
the earlier of the fifth anniversary of the date of their termination of
employment or the expiration date of such option determined without regard to
any such termination.
7.4 Severance Plans. Xxxxxx shall continue, for a period of at least 24
months after the Closing Date, the Xxxxxx Employment Transition Assistance Plan
and the Special Severance Appendix thereto, and the PanAmSat Corporation
Severance Pay Plan, each as in effect as of the date hereof.
8. FURTHER AGREEMENTS.
8.1 Past Service Credit. From and after the Closing Date, Xxxxxx shall,
and shall cause the Subsidiaries and successors to, provide credit (without
duplication) to Xxxxxx Employees for their service with Xxxxxx and its
Subsidiaries for purposes of eligibility, vesting, continuous service,
determination of service awards, vacation and severance entitlements,
eligibility to retire, early retirement subsidies and benefit accrual under all
the Xxxxxx benefit plans to the same extent and for the same purposes as such
service was credited under the Schedule A Plans.
8.2 Termination. Any Xxxxxx Employee's termination of employment for
"Good Reason" pursuant to any applicable plan or agreement will be treated as a
layoff/ involuntary termination without cause for purposes of all Plans,
including Schedule A Plans, and all employment, severance or other agreements
applicable to such Xxxxxx Employee.
8.3 Cooperation. The Parties agree to cooperate and to promptly respond
to reasonable requests for information to implement the terms of this Agreement.
8.4 Administration. This Agreement shall be administered by a committee
consisting of the independent directors of the Compensation Committee of the
Board of Directors of Xxxxxx.
8.5 Successors. Xxxxxx and Purchaser shall 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 Xxxxxx to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that Xxxxxx would be required to perform it if no such succession had
taken place and, to the extent permitted by Applicable Law, Xxxxxx and its
affiliates shall thereupon be relieved of any and all liability in connect
therewith.
9. MISCELLANEOUS MATTERS.
9.1 Conduct of Business. Notwithstanding anything contained herein,
nothing in this Agreement shall prohibit, restrict, limit or in any way
interfere with Xxxxxx' or any Subsidiary's right or ability to conduct their
business and operations in accordance with Article VIII of the Stock Purchase
Agreement and the schedules thereto.
9.2 No Third Party Beneficiaries. No provision in this Agreement or in
any Schedule, attached hereto or in the Transaction Documents shall confer upon
any person, other than the signatories hereto, any rights or remedies with
respect to the matters set forth herein.
9.3 Severability. In case any one or more of the provisions contained
in this Agreement or the Schedules hereto shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction or a qualified
arbitrator, the validity, legality and enforceability of the remaining
provisions contained herein and other applications thereof shall not in any way
be diminished.
9.4 Governing Law. To the extent not governed by federal law, this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, regardless of the laws that might otherwise govern under
principles of conflicts of laws applicable thereto.
9.5 Entire Agreement; Amendments. The Transaction Documents and this
Agreement constitute the entire agreement among the Parties and supersede all
other pre-existing agreements, with respect to the matters expressly provided
for in this Agreement and the Schedules hereto. Prior to the Closing Date, this
Agreement may be amended or modified only by mutual agreement in writing signed
by an authorized representative of each Party. Following the Closing Date, no
amendment or modification may be made to this agreement.
9.6 Order Of Precedence. This Agreement shall be construed in a manner
consistent with the Transaction Documents and incorporates the provisions
thereof by reference to the extent relevant to this Agreement. The Parties
hereto agree that if any terms of this Agreement conflict with the terms in the
Transaction Documents, the terms of the Transaction Documents shall govern with
respect to the resolution of such conflict.
9.7 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original.
9.8 Notices. All notices or other communications hereunder or under any
Schedule hereto, shall be in writing, signed by the party providing such notice,
and shall be considered properly given or made and shall be deemed to have been
duly given on the date of delivery, when delivered personally or transmitted and
received by telecopier/facsimile transmitter, receipt acknowledged or confirmed
during normal business hours, or in the case of registered or certified mail,
return receipt requested, postage prepaid, on the date shown on such return
receipt.
Any notices to Xxxxxx or Xxxxxx shall be sent as follows (or to such other
address as Xxxxxx or Xxxxxx may specify in writing to the Purchaser):
Xxxxxx Xxxxxxxx
X. X Xxx 000
Xxxx. 000
XX-X000
Xx Xxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
With copies to:
Xxxxx Xxxxxx
P. X. Xxx 000
Xxxx. 000
XX-X000
Xx Xxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Any notices to Purchaser shall be sent as follows (or to such other address as
Purchaser may specify in writing to Xxxxxx):
The News Corporation Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopy No.: (000) 000-0000
With copies to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx X. Xxxxx
Xxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
9.9 Descriptive Headings. The section and clause headings of this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date written above.
XXXXXX ELECTRONICS CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Senior Vice President and General Counsel
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THE NEWS CORPORATION LIMITED
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Director
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EMPLOYEE MATTERS AGREEMENT
SCHEDULE A(1)
EMPLOYEE BENEFIT AND COMPENSATION PLANS
Xxxxxx Non-Bargaining Retirement Plan
Xxxxxx Bargaining Retirement Plan
Xxxxxx Salaried Employees' Excess Benefit Plan
Supplemental Employee Retirement Plan for Xxxxxx Aircraft Company Pilots
Xxxxxx Supplemental Early Retirement Plan
Xxxxxx Non-Bargaining Employees Thrift and Savings Plan, as amended effective
April 1, 2003
Xxxxxx Savings Plus Plan, as amended effective April 1, 2003
Xxxxxx Welfare Benefit Plan
(Includes: Group Insurance (including self-insured), Medicare
Supplement, Prepaid Medical and Dental, Vision, Retiree Medical and
Flexible Benefits)
Restated Deferred Compensation Plan
Xxxxxx Executive Deferred Compensation Plan
Pension Window With Retiree Medical (not a separate plan but included as part of
applicable retirement and medical plans)
Xxxxxx Employment Transition Assistance Plan (including Special Severance
Appendix thereto), as restated as of January 20, 2003
Xxxxxx Critical Capabilities Continuation Bonus Plan
Xxxxxx Retention Bonus Plan
Xxxxxx Paid Time-Off Program
Xxxxxx Vacation Policy
Xxxxxx Executive Car Program
Xxxxxx Executive Financial/Tax/Estate Planning Program
Xxxxxx Personal Umbrella Liability Insurance
Xxxxxx Compensation Plan For Non-Employee Directors
Xxxxxx Claims and Dispute Resolution Process (Xxxxxx amended and restated
executive Change in Control Severance Agreements, Xxxxxx Retention
Bonus Plan, PanAmSat Corporation Executive Change in Control Severance
Agreements)
Telocity 401(k) Retirement Savings Plan
Telocity Welfare Benefit Plan
PanAmSat Corporation Severance Pay Plan, as restated as of October 18, 2001
PanAmSat Corporation Retirement Savings Plan
PanAmSat Supplemental Savings Plan
PanAmSat Executive Health Spending Accounts
PanAmSat Executive Financial Planning
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(1) With respect to DIRECTV Latin America plans, policies, programs, agreements
and arrangements presently in effect and set forth in Schedule A, such plans,
policies, programs, agreements and arrangements shall be deemed to be Schedule A
Plans only to the extent each of them has been approved by the Bankruptcy Court
for the District of Delaware in the chapter 11 case of DIRECTV Latin America or
otherwise are in effect and not terminated during such chapter 11 case,
including any assumption thereof by a reorganized DIRECTV Latin America pursuant
to a plan of reorganization.
PanAmSat Reflexions Benefit Plan
(Includes Group Insurance, Dental, Vision, Disability, Life, AD&D,
Employee Assistance Program, and Flexible Spending Plan)
PanAmSat Executive Car Allowance Program
PanAmSat Paid Time Off Program
PanAmSat Corporation Deferred Compensation Plan
PanAmSat 1999 Non-Employee Directors Compensation Deferral Plan
DIRECTV Employee Discount
DIRECTV Latin America 2003 Retention Plan
DIRECTV Latin America Paid Time Off Policy
DIRECTV Latin America Health and Welfare Plan
(Includes Group Insurance, Dental, Vision, Disability, Life, AD&D,
Flexible Spending Account, and Employee Assistance Program)
DIRECTV Broadband Retention Plan
DIRECTV Latin America 401(k) Plan
DIRECTV Latin America Car Allowance Policy
Galaxy Latin America 401(k) Restoration Plan
Xxxxxx Aircraft Company Plan for Deferral of Special Compensation for Selected
Executives
INCENTIVE COMPENSATION PLANS
*Xxxxxx Annual Incentive Plan, Including HIMCO AIP
*Xxxxxx Employees' Results Sharing Plan
Xxxxxx Incentive Plan, as amended as of February 21, 2003
- Stock Option Program
- Xxxxxx 1997 Retention Stock Option Program
- Xxxxxx 2000 Retention Stock Option Grant Program
- Stock Up On Xxxxxx Program
*- Long Term Achievement Plan, as amended as of September 28, 2001
- 2003 Restricted Stock Unit Award Program
*PanAmSat Sales Incentive Program
PanAmSat Corporation Long Term Stock Incentive Plan
*PanAmSat Annual Incentive Plan
PanAmSat Achievement Award Program
*DIRECTV Annual Sales Incentive Plan
*Boise Customer Care Center CCR/CCS Incentive Plan
DIRECTV Latin America Performance Share Plan
*DIRECTV Latin America Annual Incentive Plan
*DIRECTV Latin America Results Sharing Award Plan
*Xxxxxx Network Systems Annual Incentive Plan
*Xxxxxx Network Systems Management Incentive Plan
Xxxxxx Network Systems Performance Incentive Award
*Xxxxxx Network Systems Sales Incentive Plan
*- International Unified Sales Compensation Program (IUSCP) (including
amendment applicable to the Broadband Carrier Networks (BCN)
products)
*- North America National Sales Compensation Program (NSCP)
*- U.S. Field Sales Commission Plan for DIRECTV Systems and DirecPC
INTERNATIONAL PLANS
*Incentive compensation plans for purposes of Section 3(b) of the Employee
Matters Agreement.
DIRECTV Latin America
Argentina
- Medicus Obra Social GEA
- La Buenos Aires/NY Vida
Brazil
- DIRECTV PREV Fendo de Pensao
- AGF Saude Brasil
- Addendum to AGF Saude Brasil
- AGF Vida Brasil
Colombia
- Suramericana Vida Grupo Life Insurance
Mexico
- Zurich Xxxxx Xxxx GGM Life Insurance
- Plan de Servicios Medicos GGM
Puerto Rico
- Hartford Life and Accident Insurance Plan SPR
- Painewebber Master Retirement Plan
- Deferred Compensation Plan
- COSVI Stop Loss Health Insurance
- Delta Dental Plan
Venezuela
- Seguro de Vida Catatumbo
- Quali Alfa Medicina Privada HCM Health Insurance DLA
- Beneficio Odontologico Corporative
- "Titulos" de GEV
DIRECTV Latin America Incentive Compensation Plans
*Sales Commission Plan GEA
*Sales Commission Plan Brazil
*Sales Commission Plan Colombia/Club 100x100
*Sales Commission Plan Mexico
*Sales Commission Plan SPR
*Sales Commission Plan GEV
Xxxxxx Network Systems
Brazil
- Plano de Previdencia Privada FlexPrev Itau Empresaril PGBL
- Alianca do Brasil Proposta Ouro Vida -- Apolice 12114
- OMINT Assistencial Planos Medico-Hospitalares
- Golden Cross
- Sul America Seguro de Assistencia Medica e/ou Hospitalar
Germany
- HOT Telecommunications (Deutschland) GmbH Pension Plan
- ARAG Auslandsreise-Krankenversicherung
- ARAG Allgemeine Unfallversicherungs-Bedingungen (AUB 99)
Hong Kong
- Bank of East Asia Mandatory Provident Fund
*Incentive compensation plans for purposes of Section 3(b) of the Employee
Matters Agreement.
Italy
- Assitalia Spa
- Assidai le Assicurazioni Generali Spa
- I.N.A.
Mexico
- Seguros Atlas Plan Nacional Plus
- MetLife Genesis Temporal 10
United Kingdom
- Xxxxxx Network Systems Limited BUPA Premier Network
- The Xxxxxx Network Systems Limited Pension & Life Assurance Scheme
- The Xxxxxx Network Systems Limited Money Purchase Masterplan
*Incentive compensation plans for purposes of Section 3(b) of the Employee
Matters Agreement.
EMPLOYEE MATTERS AGREEMENT
SCHEDULE B
EMPLOYEE BENEFIT AND COMPENSATION PLANS UNDER WHICH (i) XXXXXX HAS AN OBLIGATION
TO PROVIDE EMPLOYEE BENEFITS OR COMPENSATION TO FORMER OR RETIRED EMPLOYEES OF
XXXXXX OR ITS SUBSIDIARIES WHO WERE EMPLOYED IN BUSINESSES DISPOSED OF PRIOR TO
THE DATE HEREOF BY XXXXXX OR ANY SUBSIDIARY, OR (ii) XXXXXX HAS LIABILITIES WITH
RESPECT TO XXXXXX EMPLOYEES RELATING TO EMPLOYMENT WITH, OR EMPLOYEE BENEFITS OR
COMPENSATION FROM, GM.
Xxxxxx Non-Bargaining Retirement Plan
Xxxxxx Bargaining Retirement Plan
Xxxxxx Salaried Employees' Excess Benefit Plan (unfunded)
Xxxxxx Incentive Plan, as amended as of February 21, 2003
- Stock Option Program
- Xxxxxx 1997 Retention Stock Option Program
- Xxxxxx 2000 Retention Stock Option Grant Program
- Stock Up On Xxxxxx Program
- Long Term Achievement Plan, as amended as of September 28, 2001
- 2003 Restricted Stock Unit Award Program
Xxxxxx Non-Bargaining Employees Thrift & Savings Plan
Restated Deferred Compensation Plan
Xxxxxx Executive Deferred Compensation Plan
All obligations and liabilities of Xxxxxx under the Special Employee Items
Agreement between Xxxxxx and GM.
*Incentive compensation plans for purposes of Section 3(b) of the Employee
Matters Agreement.
