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Exhibit 10.2
July 25, 1997
Xx. Xxxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxxx Xxxxx Xx.
Xxxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxxxxxx:
This will confirm the Company's agreement concerning your separation
from Trans World Airlines, Inc. ("TWA" or the "Company"). In this
connection, TWA and you have agreed as follows:
1. Your employment will be terminated effective on October 1, 1997, after
which time you will be deemed to have officially retired. During
the period beginning August 1, 1997 to September 30, 1997 you will
be deemed to be on vacation, with pay.
2. On or about the 15th day of October, 1997 and on or about the 15th day
of each month thereafter until September 15, 1998 the Company shall
pay to you, from the active payroll, an amount equal to one twelfth
of your annual base salary as of September 30, 1997 (less any
applicable federal and state income and employment tax withholdings).
3. 28,839 of the non-qualified stock options issued to you under TWA's Key
Employee Stock Incentive Program ("KESIP") will vest on August 21,
1997 and an equal amount of 28,839 such options will be treated as
vested options on October 1, 1997. Notwithstanding anything to the
contrary in the KESIP award agreement between you and the Company,
the entire aggregate amount of 57,677 such vested options will be
exercisable by you until the close of business on the 60th day
following the October 1, 1997 effective date of your termination of
employment; provided that, if at any time during such 60 day period
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either the Company requests that you not trade in securities of the
Company during a Restricted Period or you notify the Company that
counsel reasonably acceptable to the Company has advised you that
applicable securities laws prohibit trading in securities of the
Company during a Restricted Period, then the Compensation Committee
shall extend the exercise period of your options until the close of
business on the day, which follows the end of the Restricted Period,
by the number of days remaining in such 60 day period as of the
beginning of the Restricted Period. Any options that are not
exercised by you on or before such time shall immediately thereafter
lapse and terminate.
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July 25, 1997
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4. You will be entitled to normal Executive Officer retirement
entitlements in accordance with the Company's Management Policy and
Procedure Manual as in effect as of the date of this Agreement. You
will promptly return to the undersigned on behalf of TWA all Company
issued cards, including, but not limited to the Alamo Rental card,
the AT&T card, parking card and any other such card issued to you.
You will, on or before October 1, 1997, return to the undersigned on
behalf of TWA all term passes issued to you by other air carriers.
5. You will be entitled to reimbursement pursuant to the Company's Class A
relocation policy up to and including eligible expenses incurred on
or before July 8, 1997. Such reimbursement will be made on or before
August 15, 1997.
6. You will continue to be entitled, with respect to claims by third
parties against you in your capacity as an officer of TWA or an
officer or director of any of its subsidiaries relating to periods
which you were employed by TWA, to be indemnified under the
provisions of TWA's bylaws and under the terms of that certain
Indemnification Agreement dated as of the 1st day of October, 1996 (a
copy of which is attached) and you are entitled to be covered by such
officers' and directors' liability insurance coverage as shall be
maintained by TWA from time to time.
7. You will on the effective date of execution of this letter agreement
return to the undersigned on behalf of TWA any computers and all
accessories, software and appurtenances thereto, or pagers, which are
the property of or leased by TWA and in your possession, and all
other TWA property, documents or material that may be in your
possession.
8. You agree that for a period of two (2) years after the termination of
your employment with TWA you will not for any reason solicit (or
assist or encourage the solicitation of any employee of TWA or any of
its subsidiaries or affiliated companies to be employed by you or any
entity in which you own or expect to own an equity interest in excess
of five (5) percent of any class of the outstanding securities
thereof, or by which you are employed or for which you serve or
expect to serve in any capacity. For purposes of this paragraph, the
term "solicit" shall mean your contacting or providing information to
others who may be expected to contact, any employee of TWA or of any
of its subsidiaries or affiliated companies regarding their
employment status, job satisfaction, interest in seeking employment
with you, any person affiliated
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with you or by whom you are employed or any other person or concerning any
related matter, but shall not include general print advertising for
personnel or responding to an unsolicited request for a personal
recommendation for or evaluation of an employee of TWA or any of its
subsidiaries or affiliated companies.
9. You agree to make yourself reasonably available (taking into
consideration your then current employment circumstances) and to
cooperate with TWA as may be reasonably necessary in connection with
any litigation or other proceedings which have arisen or may arise,
directly or indirectly, out of or in connection with the performance
of your duties while you were employed by TWA. TWA will compensate
you for said services pursuant to its standard compensation of an
hourly rate based upon your last salary while still employed by TWA
or, if greater your then current salary. You agree not to serve as
an expert witness or otherwise testify against TWA in any litigation
against TWA brought by any third parties unless you are under a court
order or subpoena to do so. You will promptly notify TWA if you are
so subpoenaed or ordered by any court to so testify in any litigation
against TWA.
10. You agree to abide by the Termination Obligations set forth in
Paragraph 7 of the Agreement between you and the Company dated as of
October 1, 1996 ("Employment Agreement"), including, but not limited
to an agreement:
a) That you will not disclose or make public to anyone, or release
to the media any nonpublic TWA commercial, operational or
financial information, including costs, strategies, forecasts
or trade secrets for a period of twelve (12) months after your
signing this Agreement, unless you are under a court order or
subpoena to do so.
b) That you will not discuss or disclose to the media the
circumstances or terms of your termination of employment from
TWA for a period of two (2) years after your signing this
Agreement and you will not publicly disparage or denigrate the
Company or any of its officers, directors or practices.
Notwithstanding the provisions of Paragraph 7(c) of the
Employment Agreement, you have been allowed to discuss with
certain Company personnel the circumstances of the termination
of your employment.
c) With the exception of claims arising out of any breach of this
Agreement, you irrevocably and unconditionally release, remise,
acquit and forever discharge TWA, its
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past and present shareholders, subsidiaries, divisions, controlling
parties, officers, directors, agents, employees, successors and
assigns (separately and collectively "TWA Releases") jointly and
individually, of and from any and all claims, demands, causes
of action, obligations, damages or liabilities in law or in
equity, arising from all bases, however denominated, known or
unknown, directly or indirectly arising out of or relating to
your employment by TWA and the termination thereof, including
but not limited to any and claims of employment discrimination
under any federal, state or local law, rule or regulation.
This release extends to any relief, no matter how denominated,
including but not limited to back pay, front pay,
reinstatement, compensatory damages, punitive damages or
damages from pain and suffering. You further agree that you
will not file nor permit to be filed on your behalf any such
claim, will not permit yourself to be a member of any class
seeking relief against TWA Releases, and will not counsel or
assist in the prosecution of any claims against the TWA
Releasees, whether those claims are on behalf of yourself or
others, unless you are under a subpoena court order compelling
you to do so.
d) This Agreement is intended to be a total accord, settlement and
satisfaction of any and all claims which you have or may have
had against the TWA Releasees, including but not limited to any
and all contract, tort, and statutory claims, including but not
limited to claims arising under Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, 29
U.S.C. Sec. 621 et. seq., the Civil Rights Act of 1991, or
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under any other state or federal statute or law.
e) You further acknowledge that the only consideration for signing
this Agreement and all that you are ever to receive from the
TWA Releasees are the terms stated in this Agreement and that,
except as set forth herein, no other promises or agreements of
any kind have been made to you or with you by any person or
entity whatsoever to cause you to sign this Agreement, and that
you have signed this Agreement as your free and voluntary act.
You further acknowledge that pursuant to the terms of this
Agreement you are and will be receiving benefits from TWA which
are above and beyond those benefits normally provided under
TWA's corporate policies and procedures governing termination
of employment; that you have had a full, fair and adequate
opportunity to reflect
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July 25, 1997
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upon and consider the terms of this Agreement, to negotiate with TWA
and its representatives concerning the same, and to discuss the same
if desired with legal counsel of your choice; that no duress or
pressure of any kind has been applied to you with respect to your
entering into this Agreement; and that you are satisfied with the
terms and provisions of this Agreement.
f) The execution of this Agreement, including the general release
set forth above, is knowing and voluntary and that you
understand this Agreement and the general release set forth in
(d) above. You acknowledge that you have been advised by TWA
in writing to consult with an attorney prior to executing this
Agreement, you have in fact consulted with an attorney prior to
executing this Agreement, and you have twenty-one (21) days
from tender of this Agreement within which to consider this
Agreement.
g) For a period of seven (7) days following execution of this
Agreement, you may revoke this Agreement and this Agreement
will not become effective or enforceable until after the
revocation period has expired. Said revocation must be
delivered in writing on or before 5:00 PM on the 7th day after
execution of this Agreement to the undersigned.
11. You will retain your Ambassador Club membership for life.
12. You may retain the usage of your office at Xxx Xxxx Xxxxxx, Xx. Xxxxx,
Xxxxxxxx until July 31, 1997.
13. Your mother shall be issued up to two round trip Class A passes during
the period September 1, 1997 through August 31, 1998.
14. This Agreement shall be binding upon and inure to the benefit of TWA
and you, to the successors and assigns of TWA and to your heirs and
personal representatives.
15. This Agreement contains the entire agreement between the parties
regarding its subject matter and supersedes all prior agreements
between the parties. This Agreement may only be modified in writing
signed by the parties.
If this Agreement accurately reflects our understanding, please sign
the enclosed copy of this letter in the space provided and return same to me.
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July 25, 1997
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Sincerely,
TRANS WORLD AIRLINES, INC.
By:---------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President &
General Counsel
Read, Acknowledged and Agreed to
this ---- day of July, 1997.
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Xxxxxxx X. Xxxxxxxxxx
