EXHIBIT 10.0
EXECUTIVE RETIREMENT AGREEMENT
THIS EXECUTIVE RETIREMENT AGREEMENT is made and entered into this 1st
day of November, 1999, by and between IFR Systems, Inc., a Delaware corporation
(hereinafter "Employer"), and Xxxxxx X. Xxxx, III (hereinafter "Executive").
WHEREAS, through his service and leadership, Executive has made a
major contribution to the profitability, growth and financial strength of
Employer; and
WHEREAS, Executive wishes to retire from Employer as an employee and
officer of Employer effective September 30, 2001; and
WHEREAS, Employer wishes to ease Executive's transition and provide
Executive a package of compensation and benefits reflecting earlier promises
to Executive along with additional compensation and benefits that Executive
would otherwise not be entitled to pursuant to any of Employer's policies,
plans and practices, or pursuant to any purported agreement between the
parties, either express or implied.
IN CONSIDERATION of the premises and mutual promises herein contained,
the parties agree and acknowledge as follows:
1. Executive's retirement date and last date of employment will be
September 30, 2001.
2. Conditioned upon Executive's accepting and not revoking this
Agreement, Executive will become eligible for the following compensation and
benefits:
A. Executive will receive compensation in the gross annual amount
of ____________ through September 30, 2001, to be paid at a
monthly gross pay rate of __________ (less taxes and lawful
deductions).
B. Executive will receive a bonus for past services, in the form
of deferred compensation, in the gross annual amount of
__________________________________ through September 30, 2001,
to be paid at a monthly rate of ______________ (less taxes and
lawful deductions).
C. Executive shall be eligible for benefits through September 30,
2001, (including, but not limited to, vacation, sick leave,
health, dental, disability and other group insurance benefits)
in accord with Employer's personnel policies and the terms and
limitations of any applicable benefit plan. Employer retains
the right to amend or terminate such benefits in accord with
otherwise applicable law, and nothing in this Agreement shall
be construed to limit such right.
D. Expenses and other perquisites as set forth on Appendix A
attached hereto.
E. This Agreement acknowledges the grant of certain options to
purchase shares of common stock of IFR Systems, Inc.
previously issued to Executive. Such options will continue to
be governed by the terms, conditions and provisions of the
applicable option agreement(s) and plan(s).
Payments of either compensation or benefits will not be made under this
Agreement until the expiration of the seven (7) day period in which Executive
may revoke this Agreement.
3. In the event of Executive's death prior to September 30, 2001, any and
all remaining payments under Sections 2.A and 2.B of this Agreement shall be
made to Executive's estate.
4. It is understood and agreed by both parties hereto that Executive will
not be serving in the capacity of a director of any Employer's subsidiaries or
affiliates.
5. The parties acknowledge and agree that Employer shall have the right,
in its sole discretion, to limit or restrict any and all services to be provided
or performed by Executive.
6. The parties acknowledge and agree that this Agreement cancels and
supercedes in full any and all prior agreements entered into between Employer
(or any Employer parent, subsidiary or affiliate) and Executive relating to
Executive's employment or employment separation. This includes, but is not
limited to, the Termination Agreement between the parties entered into effective
August 28, 1996. In regard to such Termination Agreement, Executive specifically
agrees that a "Change of Control" as defined in the Termination Agreement has
not occurred as of the date of Executive's entering into this Agreement and that
such Termination Agreement is hereby canceled and made null and void and
Executive shall have no further rights whatsoever in regard to such Termination
Agreement.
7. Executive acknowledges that during the course of his employment with
Employer that Executive has and will obtain knowledge of valuable confidential
and proprietary information. As used herein, "Confidential Information" means
any information of Employer that Employer considers to be proprietary and treats
as confidential, or information that is protectable as a trade secret under
applicable law, or information of any third party that Employer is under an
obligation to keep confidential, including, but not limited to, the following:
inventions, trade secrets, confidential knowledge, data, or other proprietary
information relating to products, processes, know-how, designs, developmental or
experimental work, computer programs, data bases, software, any portion of any
reports, analyses, or other materials generated or used in connection with
Employer's business, the prices Employer obtains or has obtained from the sale
of, or at which it sells or has sold, its products and services, and listings of
any or all of the foregoing, in whatever form, or any other information
concerning Employer's business without regard to whether all or any part of the
foregoing matter would otherwise be deemed "confidential" or "material," the
parties hereto stipulating that, as between them, the same are confidential and
material and significantly affect the effective and successful conduct of
Employer's business. Executive agrees that he shall not at any time, whether
during or after the cessation of his employment, reveal to any person or any
entity any of the Confidential
Information, except, and only to the extent, as may be required in the ordinary
course of performing Executive's assigned duties as an employee and officer of
Employer, and Executive agrees to keep secret, and take all necessary
precautions against disclosure of, all Confidential Information and all matters
entrusted to him and not to use or attempt to use any Confidential Information
in any manner that may cause injury or loss, or may be calculated to cause
injury or loss, whether directly or indirectly, to Employer or its customers.
For purposes of this Section 7 the term Employer shall be deemed to include IFR
Systems, Inc. and any parent, subsidiary or affiliate of the same.
8. Executive agrees that Employer shall be entitled to injunctive or other
equitable relief enjoining and restraining any actual or threatened breach of
the provisions of Section 7 of this Agreement. Nothing herein, however, shall be
construed as prohibiting Employer from pursuing any other remedies available to
Employer for such breach or threatened breach, including, but not limited to,
the recovery of damages (both actual and punitive) from Executive.
9. By signing this Agreement, Executive releases and discharges Employer,
its owners, successors, parents, affiliates, subsidiaries, employees, agents,
attorneys, officers and directors, (hereinafter referred to as "Releasees") from
all claims, liabilities, demands, and causes of action, known or unknown, fixed
or contingent, which Executive may have or claim to have against the Releasees
arising out of Executive's employment or employment separation. This includes,
but is not limited to, claims of wrongful discharge, or those arising under any
purported contract, written or oral, express or implied, under the Fair Labor
Standards Act, the State Overtime or Wage Payment Law, or under federal, state
and local laws prohibiting employment discrimination on account of age, race,
sex, creed, national origin, or mental or physical disability, including, but
not limited to, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act (ADEA), the Rehabilitation Act, the Americans
with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), and the
Kansas Act Against Discrimination (KAAD), all as may be amended from time to
time.
10. Neither the execution of this Agreement nor the payment of the
consideration herein specified shall constitute, nor be construed or
represented as, an admission by Releasees, or any of them, of any breach of
contract, breach of the duty of good faith and fair dealing, retaliatory
discharge, or the commission of or any breach of a statutory or common law
right or tort.
11. Executive agrees not to disclose, or permit those acting on Executive's
behalf to disclose, the terms of this Agreement to any person, firm,
organization or entity of any character or nature, unless divulged (i) to an
agency of the federal or state government, (ii) pursuant to a court order,
(iii) pursuant to a requirement of law, or (iv) with the prior written
consent of Employer. This provision is not intended to prohibit nor does it
prohibit, however, Executive's disclosure of the terms of this Agreement to
his attorney(s), accountant(s), financial advisor(s) or immediate family
members.
12. In signing this Agreement, Executive understands that the terms hereof
are contractual and not merely a recital, and that Executive is not relying
upon any statement or representation made by any Releasees, but, instead,
Executive is relying solely upon Executive's own judgment and/or the advice
of Executive's attorney. Executive acknowledges that this Agreement is the
entire agreement of the parties regarding this matter.
13. This Agreement is to be interpreted and enforced according to the laws
of the State of Kansas and shall be binding upon Executive's heirs, next of
kin, executors, administrators, successors, and assigns, and shall inure to
the benefit of the Releasees and all other persons and entities released
herein.
14. Executive has twenty-one (21) days, or until _______________, 1999, in
which to decide to enter into this Agreement, although Executive may accept
at any time prior to the expiration of such twenty-one (21) day period.
15. Executive may revoke any acceptance of this Agreement within seven (7)
days, and this Agreement shall not become effective until such revocation
period has expired.
16. BEFORE EXECUTING THIS AGREEMENT, EXECUTIVE SHOULD CONSULT HIS OWN
ATTORNEY.
17. EXECUTIVE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THIS ENTIRE
AGREEMENT, THAT HE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY, AND THAT HE WAS
UNDER NO DURESS OR PRESSURE TO DO SO.
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Date Xxxxxx X. Xxxx, III
"Executive"
By
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Date IFR Systems, Inc.
"Employer"
APPENDIX A
BENEFITS
APPROXIMATE
ANNUAL EXPENSE
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Automobile Lease and applicable expenses ________
Country Club Dues Rolling Hills ________
