AGREEMENT
AGREEMENT dated the 7th day of November, 1995, between GENERAL
SIGNAL CORPORATION (hereinafter the "Corporation") and XXXXXX
XXXXXXXX, (hereinafter "Falconer").
1. Falconer will retire effective February 1, 1996.
2. Consultation Compensation.
(a) During the period February 1, 1996 through January
31, 1997, Falconer will be compensated by the Corporation at the
rate of $100,000.00 per annum for consulting services, payable
monthly commencing February 1, 1996.
(b) For the year January 1, 1995 through December 31,
1995, Falconer will be fully included in the Company's Incentive
Compensation Program as though he had worked full time throughout
the year. His bonus will be on the same basis as those employee
officers on his level.
(c) The parties acknowledge that as a consultant,
Falconer will be an independent contractor and shall receive a 1099
statement at year end.
3. Automobile. The Corporation shall transfer title to the
Company car Falconer presently uses free and clear of all liens and
encumbrances to Falconer on February 1, 1996. Falconer will be
responsible for income tax liability arising out of this transfer,
if any. Falconer will pay all other taxes including but not
limited to all sales and use taxes arising by virtue of this
transfer, if any.
4. Consulting Services and Expenses Incurred by Falconer in
Connection Therewith.
Falconer's consulting services will be reasonably related
to his previous work experience with the Corporation, and will be
reasonable in time and duration and performed only as authorized
and requested by the Chief Executive Officer of the Corporation.
Falconer will be reimbursed for reasonable business expenses
associated with his consulting services by the Corporation. It is
understood that Falconer will pre-clear the particular expenses
with the Chief Executive Officer of the Corporation before
undertaking those consulting services, and the Corporation agrees
not to unreasonably withhold consent to same.
5. Death or Disability of Falconer. In the event that
Falconer dies, or becomes permanently or partially disabled, during
the period February 1, 1996 through January 31, 1997, all rights to
consulting payments shall cease.
6. In consideration of the Corporation's compliance with its
obligations under this Agreement, Falconer agrees as follows:
(a) His last day of active day-to-day employment with
the Corporation will be January 31, 1996.
(b) Not to disclose, except with the Corporation's prior
written consent, any trade secret including marketing strategy,
sales strategy, or confidential and proprietary information that
relates in any way to any Corporation actual or anticipated
business, research, development, product, sales, financial or
human resource activity that he learned of as a result of being an
employee of the Company or otherwise.
(c) Not to make slanderous remarks about the
Corporation, its products or employees; provided that, if
subpoenaed to give testimony, he shall not be prevented from giving
truthful testimony.
(d) Waives and releases any and all rights or claims
that he has, as of the date of the execution of this Agreement,
against the Corporation, its affiliated companies or any of their
respective officers, directors, agents, employees, successors or
assigns. The rights and claims so waived and released shall
include, but not be limited to, those arising under local, state
and federal statute or common law (including claims of breach of
promise and wrongful discharge), and any law relating to sex, age,
race, religious, handicap or national origin discrimination
(including any claims under Title VII of the Civile Rights Act of
1964, the Civil Rights Act of 1991, the Age Discrimination
Employment Act and the Older Worker's Benefit Protection Act).
7. The Corporation and Falconer agree that this Agreement
supersedes any and all prior agreements between them with respect
to his early retirement, and this Agreement shall not be modified
or altered except in writing by Falconer and a duly authorized
representative of the Corporation.
8. The Corporation and Falconer agree that the purpose of
this Agreement is to amicably conclude the employment relationship
of the parties as well as to define the rights and obligations of
the parties during the life of this Agreement. General Signal
further agrees that Falconer shall be entitled to any and all
medical, dental, and life insurance benefits which are available to
other retirees of General Signal in Falconer's same or similar job
level, subject to General Signal's retained right to change,
suspend, or terminate such benefits for any or all classes of
retirees.
9. The individual executing this Agreement on behalf of the
Corporation represents that he is authorized to enter into this
Agreement.
10. In the event of a breach of this Agreement by any party,
the successful party in any litigation shall be entitled to
reasonable attorneys fees from the breaching party.
11. Falconer is advised to consult with an attorney prior to
executing this Agreement. By signing this Agreement, Falconer
acknowledges that he was afforded a period of at least 21 days
within which to consider this Agreement, that he has had sufficient
opportunity to consult with the advisors of his choice, and that he
has freely, knowingly and voluntarily entered into this Agreement.
12. To enter into this Agreement, Falconer must execute it by
signing and dating it below. Falconer may revoke this Agreement
during the seven days after his execution of it. Unless revoked,
this Agreement shall become effective and enforceable on the eighth
day after it is executed by Falconer.
13. This Agreement shall be governed by the laws of the State
of New York.
14. If any provision of this Agreement is contrary to,
prohibited by, or deemed invalid under any applicable laws or
regulations, then such provision shall be deemed severed and deemed
omitted but shall not invalidate the remaining provisions hereof.
Dated: Stamford, Connecticut
November 7, 1995 GENERAL SIGNAL CORPORATION
By: ______________________
/s/ Xxxxxx Xxxxxxxx
__________________________
XXXXXX XXXXXXXX
