Carrier Corporation CARRIER
Carrier World Headquarters ------------------
One Carrier Place A United Technologies Company
P.O. Box 4015
Farmington, CT 06034-4015
000 000 0000
July 7, 1999
Mr. X. Xxxxxxx Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Transition Services Agreement
-----------------------------
Dear Xxxx:
As Chief Executive Officer of International Comfort Products Corporation
("ICP"), your efforts and support will be critical to the immediate tasks of
bringing Carrier's acquisition of ICP to a successful closing and
transitioning ICP's operations to ownership under Carrier. In recognition of
the special challenges presented, Carrier will pay you a special transition
bonus of $500,000 at the end of the Transition Period (as defined below),
subject to your satisfactory discharge of the following duties and
responsibilities: (i) you will continue to devote your full time efforts to
ICP for the period beginning at the time of announcement (June 24, 1999) and
ending on the 90th day following the Closing Date (the "Transition Period");
(ii) you will cooperate fully with Carrier on all matters required to bring
the transaction to closing; (iii) you will successfully maintain ICP business
operations during the Transition Period; (iv) you will assist in managing
critical operations during the Transition Period; (iv) you will assist in
managing critical ICP business relationships through the ownership
transition; and (v) you will agree to certain restrictions following the
Transition Period, as described below.
Examples of these responsibilities include using your best efforts to
preserve customer, distributor and supplier relationships through the
Transition Period, to obtain all regulatory approvals that may be required to
close the transaction and to successfully solicit ICP shareholders. You will
also be expected to use your best efforts to achieve current financial and
operating plans, to retain key employees, to continue current quality,
productivity, engineering, marketing and other strategic programs and
initiatives and to take such other steps as you deem appropriate to protect
the value of the business during the Transition Period.
At the end of the Transition Period, UTC will pay you the special
transition bonus (less applicable tax withholdings), subject to the following
conditions: (i) you remain employed by ICP through the Closing Date and
render services to ICP as an employee or consultant (to be determined by
Carrier) on a full time basis at your current salary for the remainder of the
Transition Period; and (ii) Carrier determines that you have successfully
discharged your responsibilities
as described above. If you leave prior to the end of the Transition Period,
or if Carrier fails to complete its acquisition of ICP, no transition bonus
will be paid. Please note that this transition bonus will not be treated as
compensation under ICP's pension or other benefit plans. This letter and any
benefits that you may receive hereunder are in addition to any other benefits
to which you may be entitled as a result of your employment (or the
termination of your employment) with ICP or its affiliates (including without
limitation, any termination of your employment) with ICP or its affiliates
(including without limitation, any termination or change of control
agreements) and shall not in any way limit, affect or amend any other such
benefits.
In further consideration of the benefits provided to you under this
Agreement, you agree that you will not disclose "Company Information" during
or after the Transition Period. For purposes of this Agreement, "Company
Information" means any proprietary, privileged, technical, financial,
strategic, customer, marketing or other nonpublic information pertaining to
ICP, the disclosure of which would reasonably be considered to be adverse to
the business or prospects of ICP and Carrier. You also agree, that for a
period of one year following the Transition Period, you will not hire or
recruit any employee of ICP unless you have first obtained Carrier's written
consent.
If you are in agreement with the terms of this letter, please
acknowledge your acceptance where indicated below and return one copy to my
office.
Very truly yours,
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
President
Acknowledged and Accepted:
/s/ X. Xxxxxxx Xxxxx 7-12-99
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By: X. Xxxxxxx Xxxxx Date
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