Exhibit 10.8
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Employment
Agreement") is made and entered into as of the 25th day of April, 2001 by and
between Teledyne Technologies Incorporated, a Delaware corporation with its
executive offices at 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
90067-3101(the "Company"), and Xx. Xxxxxx Xxxxxxxxx, an individual residing at
0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 (the "Executive").
RECITALS
WHEREAS, this Amended and Restated Employment Agreement is an amendment
and restatement of an Employment Agreement entered into on December 21, 1999
between Teledyne Technologies Incorporated and the Executive and is intended to
reflect the additional duties and responsibilities assumed by the Executive
subsequent to December 21, 1999 as well as those changes in the Company's
compensation arrangements applicable to the Executive since that date; and
WHEREAS, the Company hired the Executive and the Executive agreed to serve
as the Company's President and Chief Executive Officer ("CEO") and the Company
has subsequently elect the Executive and the Executive has agreed to serve as
its Chairman of the Board of Directors; and
WHEREAS, the Personnel and Compensation Committee of the Board of
Directors (the "Committee") authorized the Company to enter into and the Company
and the Executive entered into a Change in Control Severance Agreement dated as
of December 21, 1999 (the "CIC Agreement"); and
WHEREAS, the CIC Agreement provides for payment of severance benefits if
the Executive's employment is terminated under circumstances described in the
CIC Agreement; and
WHEREAS, the Company wishes to supplement the CIC Agreement with respect
to the Executive by specifying in the Employment Agreement and as hereby amended
and restated the Executive's titles and the types and rates of compensation to
which he is entitled during his employment with the Company.
NOW, THEREFORE, in consideration of the respective covenants and
agreements hereinafter set forth, and intending to be legally bound, the parties
hereto agree as follows:
1. Term of Agreement. This Employment Agreement, as amended and
restated, shall be effective as of the date first above written and shall
continue in effect until December 31, 2001, unless extended as described in the
next sentence. Effective as of November 1, 2001 and, if previously extended,
each November 1st thereafter, the term of this Employment Agreement shall be
extended for one additional year unless one party shall give written notice to
the other on
or before October 31, 2001 or, if previously extended, the then next October
31st that the term will not be thereafter extended. If such notice is given by
either party, the Executive may retire on the first December 31st following
receipt of such notice.
2. Employment Agreement to Supplement the CIC Agreement. This
Employment Agreement, as amended and restated, shall supplement the CIC
Agreement and the terms and conditions of this Employment Agreement are not
intended to alter or vary the terms and conditions of the CIC Agreement. The
intention of this Employment Agreement is to memorialize certain terms and
conditions of the employment of the Executive, which are particular to him and
not specified in the CIC Agreement. Except as specifically set forth herein,
initially capitalized terms shall have the meaning ascribed thereto under the
CIC Agreement which is incorporated herein and made a part hereof as if set
forth at length.
3. Position and Duties. The Company shall employ Executive and the
Executive shall serve as the Chairman, President and CEO of the Company and
shall have primary responsibility to manage and direct the day-to-day business
of the Company including the generation of income and control of expenses.
Subject to the approval of the Board of Directors of the Company, the Executive
may serve as a director of charitable organizations and/or for profit
corporations, which do not compete with the Company or any of its subsidiaries
and affiliates. The Company acknowledges that Executive serves as a director of
Mellon Financial Corporation and PPG Industries, Inc. as of the date hereof and
agrees that the Executive may continue to serve as a director of those
corporations.
4. Compensation. The Executive shall receive the following items of
compensation at the rates thereof set forth below.
a. Base Salary. During the Term, the Company shall pay Executive
a base salary at the annualized rate of Five Hundred Sixty Five Thousand
($565,000) Dollars ("Base Salary"). Base Salary shall be paid periodically
in accordance with normal Company payroll practices applicable to
executive employees.
b. Participation in Compensation Plans and Programs. In
accordance with the respective terms and conditions of the respective
plans and programs, the Executive shall be entitled to participate in the
following compensation plans and programs:
1. AIP. In the AIP at an annual opportunity at 80% of Base
Salary if targets are reached at 100%, or such greater
percentage if provided in the AIP for any year.
2. PSP. In the PSP at an opportunity equal to 150% of Base
Salary if targets are reached at 100%, or such greater
percentage if provided in the PSP for any measurement
period.
3. Restricted Stock Award Program (RSAP). In the RSAP with
annual grants of restricted stock equal to at least 30%
of Base Salary as of the date of this grant subject to
meeting targets set forth in the RSAP.
4. SARP. In the SARP at the level approved by the
Committee. In the event Allegheny Technologies
Incorporated alters to the benefit of participants the
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terms and conditions of its SARP, to the extent those
alterations are not made applicable to the Executive by
the terms of those alterations, the Company shall make
arrangements so that the Executive is made whole for the
benefits of such alterations.
5. Stock Options. In addition to the initial award of
300,000 stock options made as of November 29, 1999,
eligibility to receive future grants of options in a
number determined by the Personnel and Compensation
Committee of the Board of Directors, each subject to the
terms and conditions of the Stock Option Incentive Plan.
5. Employee Benefits. The Executive shall participate in each
qualified, non-qualified and supplemental employee benefit, executive benefit,
fringe benefit and perquisite plan, policy or arrangement of the Company
applicable to executive level employees, including, but not limited to, expense
reimbursement policies, a country club and a city club membership, and use of an
automobile, in each case, in accordance with the terms and conditions thereof
(including tax equalization payments to the extent provided with respect to such
plans by Allegheny Teledyne Incorporated on or prior to November 29, 1999) as in
effect from time to time. Nothing in this Employment Agreement shall be
construed as preventing the amendment or termination of any such plan, policy or
arrangement by the Company (including those referred to in paragraph 4.b.
hereof) so long as such amendment or termination affects all executive employees
of the Company then participating.
6. Non-Qualified Pension Arrangement. In addition to the employee
benefits described in Section 5, the Company will pay to the Executive (or his
designee if amounts are payable after the death of the Executive) following his
Retirement (as defined below), as payments supplemental to any accrued pension
under the Company's qualified pension plan, an annual amount, paid in equal
monthly installments, equal to 50% of his Base Compensation at the rate in
effect on the date of his Retirement. Such annual amount shall be paid each year
for a number of years following his Retirement equal to the number of whole and
fractional years of service, not in excess of ten (10), the Executive has
rendered to the Company (including the period from August, 1997 through and
including November, 1999 rendered as service to the Company's predecessor,
Allegheny Teledyne Incorporated). For purposes of Section 6 of this Employment
Agreement and without effect upon whether the Executive is deemed to be retired
under the CIC Agreement, the Executive will be deemed to have a Retirement upon
his separation from service with the Company for any reason other than for
Cause.
7. Binding Agreement. The Company will use its best efforts to 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 the
Company) to expressly assume and agree to perform this Employment Agreement and
the CIC Agreement in the same manner and to the same extent that the Company
would be required to perform them if no such succession had taken place. Failure
of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be deemed to be a termination without
Cause for purposes of this Employment Agreement and the CIC Agreement. For
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be the Date of Termination.
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8. Notices. Any notice required or permitted under this Employment
Agreement shall be given in writing and shall be deemed to have been effectively
made or given if personally delivered at the address first above written or such
other address as may be given by one party to the other.
9. Withholding. The Company shall be entitled to withhold, or cause to
be withheld, from payment any amount payable under this Employment Agreement of
any payroll and withholding taxes required by law, as determined by the Company
in good faith.
10. Governing Law. This Employment Agreement shall be construed,
interpreted, and governed in accordance with the laws of the State of California
without reference to rules relating to conflict of law.
11. Headings. The headings of sections are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Employment Agreement.
12. Counterparts. This Employment Agreement may be executed by either of
the parties hereto in counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Employment Agreement as of the day and year first above written.
EXECUTIVE
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
TELEDYNE TECHNOLOGIES INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Title: Chair, Personnel and
Compensation Committee
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