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EXHIBIT 10(q)
CONSULTING/EMPLOYMENT AGREEMENT
This Agreement is entered into as of June 7, 1995, between Raychem
Corporation, a Delaware corporation having its principal place of business at
000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, and Xxxxxx X. Xxxxxxx
("Xxxxxxx"), an individual having a home address of 00 Xxxxxxxx Xxxxx, Xxxx
Xxxx, Xxxxxxxxxx 00000.
Saldich is currently the CEO of Raychem Corporation. Raychem desires to
insure the availability of services by Saldich through June 7, 1998. This
Agreement sets forth the compensation and benefits to be received by Saldich
through June 7, 1998 and the services Saldich agrees to provide as set forth in
the letter of June 7, 1995 from Xxxx X. Xxxx to Xxxxxxx. The parties therefore
agree as follows:
1. SERVICES
Saldich agrees to remain as CEO or consultant to Raychem until
his 65th birthday. Saldich will remain as CEO until such time as the Board of
Directors of Raychem selects a new CEO, and Saldich will participate in the CEO
selection process and provide an orderly transition process.
2. COMPENSATION AND STOCK OPTIONS
(a) For as long as Saldich remains the CEO, he will
receive his current compensation plus annual raises
and bonuses in the normal course of business based on
his performance and the performance of the Company;
(b) In the event Saldich steps down as CEO prior to age
65 and assumes other duties, either as an employee or
consultant, his compensation throughout his
sixty-fifth birthday (June 7, 1998) will be his
annual salary at the time he leaves the CEO position.
Saldich will continue to accrue Raychem service time
for pension purposes for the duration of this
Agreement, or until June 7, 1998. By mutual
agreement, this amount may be paid by crediting
Saldich with Raychem service through age 65, if he
elects to take retirement prior to that time, and
paying him an amount annually equal to the difference
between his annual salary and his annual retirement
income from Raychem. If Saldich elects to take
retirement, he agrees to hold himself available for
up to 20% of his time to perform such consulting
duties as the Board may from time to time require;
(c) In addition to the compensation enumerated in
Paragraph b above, Saldich will receive a bonus
payment at the end of the fiscal year following his
departure as CEO that will reflect the Board's
assessment of (a) his performance of his duties in
effecting this
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transition, and (b) the effect of his efforts on the
Company's performance;
(d) Saldich will receive all available Raychem employee
or executive benefits through his 65th birthday, June
7, 1998, as long as he continues to perform such
duties or be available to perform such duties as the
Board shall require. This means that all of his stock
options will continue to vest until age 65 and remain
available for him to exercise by their terms
following his 65th birthday.
3. BENEFITS
(a) During the term of this Agreement, Raychem shall
provide Saldich with a car, life insurance, health
insurance, and other standard employee benefits under
Raychem's standard benefit provisions. Such benefits
shall be premised on a base compensation of $650,000
per year, or the actual compensation at the time of
retirement if greater than $650,000.
(b) For purposes of calculating Saldich's pension, the
three year average salary to be used shall be assumed
to be $650,000 per year or the actual average of his
final three years' salary, whichever is greater.
(c) Raychem will provide Saldich with an office and
secretary through June 7, 1998.
4. CONFIDENTIALITY
Saldich shall hold in confidence all of Raychem's Proprietary
Information and all proprietary information entrusted by third parties to
Raychem. Saldich shall not disclose, use, copy, publish, summarize, or remove
from Raychem's premises any such Proprietary Information except as necessary to
carry out his responsibilities under this Agreement.
5. NON-COMPETITION
Saldich agrees that he will not, during the period of this
Agreement, consult or work for any entity concerned with the design,
development, use, manufacture, or sale of any product or product line that is
competitive with any product or product line manufactured or sold by Raychem.
6. GENERAL
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(a) Entire Agreement. This Agreement is the entire
agreement between the parties and supersedes any and
all prior agreements between the parties with respect
to the services described by this Agreement. This
Agreement also replaces any executive or employee
severance benefits to which Saldich may be entitled
otherwise.
(b) Assignment. Neither party shall assign any right or
obligation described in this Agreement without the
other party's prior written consent.
Dated: June 29, 1995 RAYCHEM CORPORATION
/s/ XXXX X. XXXX
Xxxx X. Xxxx
Chairman of the Board
Dated: June 29, 1995 /s/ XXXXXX X. XXXXXXX
XXXXXX X. XXXXXXX
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