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EXHIBIT 17
AGREEMENT
THIS AGREEMENT made as of the 30th day of June, 1997, by and
between Pennzoil Company, a Delaware corporation (hereinafter called the
"Company"), and Xxxxx Xxxxxx (hereinafter called "Employee");
W I T N E S S E T H:
WHEREAS, the Company desires to enter into an arrangement with
the Employee to provide certain retirement benefits as additional compensation
for past and future services rendered and to be rendered by Employee to the
Company; and
WHEREAS, Employee desires to enter into an arrangement with the
Company to provide certain retirement benefits as additional compensation for
past and future services rendered and to be rendered by Employee to the
Company;
NOW, THEREFORE, in consideration of the premises and the
agreements hereinafter contained, the parties hereto agree as follows:
1. Change in Control: For purposes of this Agreement, a
Change in Control of the Company shall conclusively be deemed to have occurred
(i) if the Board of Directors of the Company determines by resolution that a
change in control which has the reasonable likelihood of depriving key
employees of benefits they otherwise would have earned, by depriving key
employees of the opportunity to fulfill applicable service and age
prerequisites to benefits or otherwise has occurred, or (ii) upon the
occurrence of an event specified for such purposes as a change in control which
has the reasonable likelihood of depriving key employees of benefits they
otherwise would have earned, by depriving key employees of the opportunity to
fulfill applicable service and age
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prerequisites to benefits or otherwise, by resolution of the Board of Directors
adopted not more than 60 days prior to the occurrence of such event. The
Effective Date of a Change in Control shall be (x) in the case of such a Change
in Control described as specified in clause (i) of the preceding sentence, the
date (not more than 30 days prior to the date on which the Board of Directors
makes the determination) the Board of Directors determines as the date on which
the Change in Control has occurred, or (y) in the case of such a Change in
Control determined as specified in clause (ii) of the preceding sentence, the
date of occurrence of the event specified by the Board of Directors as
constituting such Change in Control.
2. Disability: For purposes of this Agreement, "Disability"
shall have the meaning set forth in the Company's Supplemental Long Term
Disability Plan.
3. Termination of Employment:
(a) By the Company for Due Cause. If Employee is terminated
by the Company for Due Cause, she shall be entitled to no benefits under
this Agreement. The term "Due Cause" as used herein, shall mean (x)
Employee has committed a willful serious act, such as embezzlement,
against the Company intending to enrich herself at the expense of the
Company or has been convicted of a felony involving moral turpitude or
(y) Employee, in carrying out her duties hereunder, has been guilty of
(i) willful, gross neglect or (ii) willful, gross misconduct resulting
in either case in material harm to the Company; provided, in any event,
Employee shall be given written notice by a majority of the Board of
Directors of the Company that it intends to terminate the Employee's
employment for Due Cause under this Paragraph 3(a), which notice shall
specify the act, or acts, on the basis of which the majority
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of the Board of Directors of the Company intends so to terminate
Employee's employment, and Employee shall then be given the opportunity,
within fifteen days of her receipt of such notice, to have a meeting
with the Board of Directors of the Company to discuss such act, or acts.
If the basis of such written notice is an act, or acts, other than an
act, or acts, described in clause (i), above, the employee shall be
given seven days after such meeting within which to cease, or correct,
the performance (or nonperformance) giving rise to such written notice,
and upon failure of Employee within such seven days to cease, or
correct, such performance (or nonperformance), the Employee's employment
by the Company shall automatically be terminated hereunder for Due
Cause.
(b) By Death or Disability. In the event of the Death of
Employee or Disability while employed by the Company, Employee shall be
entitled to receive supplemental retirement benefits provided in
Paragraph 4.
(c) Voluntarily By Employee. If Employee terminates her
employment voluntarily and without Good Reason and prior to the
Effective Date of a Change in Control, she shall be entitled to no
benefits under this Agreement.
(d) By Company Other Than For Due Cause. If Employee's
employment with the Company is terminated by the Company for any reason
other than as provided in Paragraph 3(a) hereof, the Company shall
provide to Employee supplemental retirement benefits provided in
Paragraph 4.
(e) By Employee For Good Reason. If the Company: (i) demotes
the Employee to a lesser position than she occupies as of the date of
the Agreement; (ii) causes a material
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change in the nature or scope of the authorities, powers, functions,
duties, or responsibilities attached to the Employee's position as
provided in clause (i); (iii) decreases the Employee's salary below the
level provided as of the date of this Agreement or if greater the level
provided at any subsequent date; or (iv) materially reduces the
Employee's benefits under any employee benefit plan, program, or
arrangement of the Company (other than a change that affects all
employees similarly situated) from the level in effect upon the date of
this Agreement, then, such action (or inaction) by the Company, unless
consented to in writing by Employee, shall constitute a termination of
Employee's employment by the Company pursuant to Paragraph 3(d).
(f) Following Change In Control of the Company. If Employee's
employment is terminated following a Change in Control of the Company
for reasons other than Death, Disability or Due Cause, such termination
shall be treated as a termination of employment by Company pursuant to
Paragraph 3(d).
(g) Effect on Agreement. Termination of employment shall not
constitute termination of this Agreement.
4. Retirement Benefits: The employee shall be entitled to
supplemental retirement benefits, payable at such time or times as benefits are
received under the Company's tax qualified defined benefit plan, determined as
the excess of (i) the benefit to which she would have been entitled if her
active service with the Company under the Company's tax qualified defined
benefit plan and excess benefit arrangement between Employee and the Company,
as in effect on the date hereof but taking into account any benefit
improvements hereafter, had continued until age
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55, assuming that (x) her salary in effect on the date immediately prior to a
Change in Control, or if higher, that in effect at any later date, plus a 5%
increase for each 12 months following termination of employment, had continued
uninterrupted until age 55 and (y) that she received in each calendar year,
including the calendar year of termination, a bonus equal to the greater of (A)
her highest annual incentive bonus earned during the 12 months preceding
termination of employment or (B) the highest annual incentive bonus earned by
the Employee in the three-year period preceding a Change in Control over (ii)
the benefit she actually receives from such tax qualified defined benefit plan
and the excess benefit arrangement between Employee and the Company.
5. No Offsets: The benefits provided under Paragraph 4
hereunder shall not be subject to an offset or reduction by reason of any
benefits or payments made by or under any other Company plan, program, practice
or arrangement or a plan, program, practice or arrangement maintained by any
other employer or otherwise.
6. Prohibition Against Assignment: The right of Employee to
benefits under this Agreement shall not be assigned, transferred, pledged or
encumbered in any way and any attempt at assignment, transfer, pledge,
encumbrance or other disposition of such benefits shall be null and void and
without effect.
7. Binding Effect: This Agreement shall be binding upon and
enure to the benefit of the Company, its successors and assigns, and Employee,
her heirs, executors, administrators and legal representatives.
8. Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
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9. Severability: The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.
10. Amendment or Termination: This Agreement may be amended
only by mutual consent of the parties hereto evidenced in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement (in
multiple copies).
PENNZOIL COMPANY
/s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxx
General Counsel
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