Exhibit 10.01
January 1, 2001
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1971, as amended by agreements dated February
27, 1974, March 1, 1976, May 10, 1977, July 17,1979, June 16,1981, May 10,
1983, May 10, 1984, October 15,1985, February 24, 1987, October 14, 1988,
March 1, 1990, October 22, 1992 and October 18, 1994, February 20, 1996 and
November 3, 1998 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 2002 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$800,000 per annum for the extension period January 1, 2001 through December
31, 2002. Basic Salary shall be payable in accordance with the Company's
customary payroll practices for executives as in effect from time to time, and
shall be subject to such increases as the Board of Directors of the Company,
in its sole discretion, may from time to time determine. Such Basic Salary
shall be exclusive of fees received by you as a director and as a member of
Committees of the Boards of Directors of other corporations, including
subsidiaries, affiliates and investees of the Company.
3. In addition to receipt of Basic Salary under the Employment
Agreement, you shall participate in and shall receive incentive compensation
under the Incentive Compensation Plan for Executive Officers of the Company
(the "Compensation Plan") as awarded by the Incentive Compensation Committee
of the Board of Directors of the Company.
Xx. Xxxxxxxx X. Xxxxx
January 1, 2001
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of
pensionable earnings in determining your Supplemental Benefits under the
Employment Agreement. In no event, however, shall such Supplemental Benefits
duplicate benefits under the Company's Benefit Equalization Plan as amended
from time to time.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
----------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
November 3, 1998
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1971, as amended by agreements dated February
27, 1974, March 1, 1976, May 10, 1977, July 17, 1979, June 16, 1981, May 10,
1983, May 10, 1984, October 15, 1985, February 24, 1987, October 14, 1988,
March 1, 1990, October 22, 1992 and October 18, 1994 and February 20, 1996
(the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 2000 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$975,000 per annum for the extension period January 1, 1998 through December
31, 2000. Your Basic Salary for the balance of 1998 will remain at the
rate of $975,000 per annum. Basic Salary shall be payable in accordance with
the Company's customary payroll practices for executives as in effect from
time to time, and shall be subject to such increases as the Board of Directors
of the Company, in its sole discretion, may from time to time determine. Such
Basic Salary shall be exclusive of fees received by you as a director and as a
member of Committees of the Boards of Directors of other corporations,
including subsidiaries, affiliates and investees of the Company.
3. In addition to receipt of Basic Salary under the Employment
Agreement, you shall participate in and shall receive incentive compensation
under the Incentive Compensation Plan for Executive Officers of the Company
(the "Compensation Plan") as awarded by the Incentive Compensation Committee
of the Board of Directors of the Company.
Xx. Xxxxxxxx X. Xxxxx
November 3, 1998
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of
pensionable earnings in determining your Supplemental Benefits under the
Employment Agreement. In no event, however, shall such Supplemental Benefits
duplicate benefits under the Company's Benefit Equalization Plan as amended
from time to time.
5. The Company shall pay to you annually an amount equal to any
difference between your available "flexdollars" amount under the Company's
Beneflex employee benefit program and a greater flexdollars amount calculated
on a basis which includes incentive based compensation awarded in relation to
an applicable year under the Compensation Plan, after taking into account your
annual "Beneflex" elections. For purposes of such calculations, incentive
based compensation may be assumed to be payable in the amount of your "Cap"
for the applicable year under the Compensation Plan, subject to appropriate
adjustment in relation to incentive compensation actually awarded under the
Compensation Plan. Other employee benefits, such as life insurance, provided
by the Company will be based on your Basic Salary.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
February 20, 1996
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1971, as amended by agreements dated February
27, 1974, March 1, 1976, May l0, 1977, July l7, 1979, June l6, 1981, May l0,
1983, May l0, 1984, October l5, 1985, February 24, 1987, October 14, 1988,
March 1, 1990, October 22, 1992 and October 18, 1994 (the "Employment
Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 1998 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$1,750,000 per annum for the period January 1, 1996 through May 31, 1996. For
the period June 1, 1996 through December 31, 1996, your Basic Salary shall be
in the amount of $975,000, less amounts theretofore paid as Basic Salary for
the calendar year 1996. For the calendar years 1997 and 1998 Basic Salary
shall be paid to you at the rate of $975,000 per annum. Basic Salary shall be
payable in accordance with the Company's customary payroll practices for
executives as in effect from time to time, and shall be subject to such
increases as the Board of Directors of the Company, in its sole discretion,
may from time to time determine. Such Basic Salary shall be exclusive of fees
received by you as a director and as a member of Committees of the Boards of
Directors of other corporations, including subsidiaries, affiliates and
investees of the Company.
3. In addition to receipt of Basic Salary under the Employment
Agreement, in the event the Company's shareholders approve the Incentive
Compensation Plan for Executive Officers of the Company (the "Compensation
Plan"), you shall participate in and shall receive incentive compensation
under the Compensation Plan as awarded by the Incentive Compensation Committee
of the Board of Directors of the Company.
Xx. Xxxxxxxx X. Xxxxx
February 20, 1996
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of
pensionable earnings in determining your Supplemental Benefits under the
Employment Agreement. In no event, however, shall such Supplemental Benefits
duplicate benefits under the Company's Benefit Equalization Plan as amended
from time to time.
5. The Company shall pay to you annually an amount equal to any
difference between your available "flexdollars" amount under the Company's
Beneflex employee benefit program and a greater flexdollars amount calculated
on a basis which includes incentive based compensation awarded in relation to
an applicable year under the Compensation Plan, after taking into account your
annual "Beneflex" elections. For purposes of such calculations, incentive
based compensation may be assumed to be payable in the amount of your "Cap"
for the applicable year under the Compensation Plan, subject to appropriate
adjustment in relation to incentive compensation actually awarded under the
Compensation Plan. Other employee benefits, such as life insurance, provided
by the Company will be based on your Basic Salary.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx x. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
October 18, 1994
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1971, as amended by agreements dated February
27, 1974, March 1, 1976, May 10, 1977, July 17, 1979, June 16, 1981, May 10,
1983, May 10, 1984, October 15, 1985, February 24, 1987, October 14, 1988,
March 1, 1990 and October 22, 1992 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement
is amended as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
October 31, 1996 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement, effective November 1,
1994, of $1,750,000 per annum, subject to such increases as the Board of
Directors of the Company, in its sole discretion, may from time to time
determine. Such Basic Salary shall be exclusive of fees received by you as a
director and as a member of Committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
3. Effective November 1, 1994, and for so long as you are devoting a
principal amount of your time to CBS Inc. ("CBS"), the Basic Salary shall be
reduced to the rate of $750,000 per annum.
Xx. Xxxxxxxx X. Xxxxx
October 18, 1994
Page 2
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
October 22, 1992
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1971, as amended by agreements dated February
27, 1974, March 1, 1976, May 10, 1977, July 17, 1979, June 16, 1981, May 10,
1983, May 10, 1984, October 15, 1985, February 24, 1987, October 14, 1988 and
March 1, 1990 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
October 31, 1994 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement, effective November 1,
1992, of $1,500,000 per annum, subject to such increases as the Board of
Directors of the Company, in its sole discretion, may from time to time
determine. Such Basic Salary shall be exclusive of fees received by you as a
director and as a member of Committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
3. Effective November 1, 1992, and for so long as you are devoting a
principal amount of your time to CBS Inc. ("CBS"), the Basic Salary shall be
reduced to the rate of $550,000 per annum.
Xx. Xxxxxxxx X. Xxxxx
October 22, 1992
Page 2
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
March 1, 1990
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1971, as amended by agreements dated February
27, 1974, March 1, 1976, May 10, 1977, July 17, 1979, June 16, 1981, May 10,
1983, May 10, 1984, October 15, 1985, February 24, 1987 and October 14, 1988
(the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
October 31, 1992 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement, effective March 1,
1990, of $1,250,000 per annum, subject to such increases as the Board of
Directors of the company, in its sole discretion, may from time to time
determine. Such Basic Salary shall be exclusive of fees received by you as a
director and as a member of Committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
3. Effective March 1, 1990, and for so long as you are devoting a
principal amount of your time to CBS Inc. ("CBS"), the Basic Salary shall be
reduced to the rate of $300,000 per annum.
Xx. Xxxxxxxx X. Xxxxx
March 1, 1990
Page 2
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
XXXXX XXXXXX
Senior Vice President
Secretary & General Counsel
October 14, 1988
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement with Loews
Corporation (the "Company"), dated March 1, 1971, as amended by agreements
dated February 27, 1974, March 1, 1976, May 10, 1977, July 17, 1979, June 16,
1981, May 10, 1983, May 10, 1984, October 15, 1985 and February 24, 1987 (the
"Employment Agreement").
This will confirm our agreement that the Employment Agreement is
amended as follows:
1. The period of your employment under and pursuant to the
Employment Agreement is hereby extended for an additional period through and
including October 31, 1990 upon all the terms, conditions and provisions of
the Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement, effective October 15,
1988, of $950,000 per annum, subject to such increases as the Board of
Directors of the Company, in its sole discretion, may from time to time
determine. Such Basic Salary shall be exclusive of fees received by you as a
director and as a member of Committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
3. For so long as you are devoting a principal amount of your time
to CBS Inc. ("CBS"), the Basic Salary shall be reduced to the rate of $200,000
per annum.
Xx. Xxxxxxxx X. Xxxxx
October 14, 1988
Page 2
4. In addition to the provisions of paragraph 2 of the February 24,
1987 amendment to the Employment Agreement, in determining your Supplemental
Benefits, you will be deemed to be a "full-time employee" (as such term is
defined in the Retirement Plan for Employees of Loews Corporation) of the
Company for any period of time during the term of this Employment Agreement
during which you may be devoting a principal amount of your time to CBS.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
XXXXX XXXXXX
Vice President
Secretary & General Counsel
February 24, 1987
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manurising Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement (the "Employment
Agreement") with Loews Corporation (the "Company"), dated March 1, 1971, as
amended by agreements dated February 27, 1974, March 1, 1976, May 10, 1977,
July 17, 1979, June 16, 1981, May 10, 1983, May 10, 1984 and October 15, 1985.
You are presently serving, with the Company's consent, as a
director, President and Chief Executive Officer of CBS Inc. ("CBS").
This will confirm our agreement that the Employment Agreement is
amended as follows:
1. For so long as you are devoting a principal amount of your time
to CBS, your basic salary of $750,000 per annum (the "Basic Salary") under the
Employment Agreement will be reduced, effective as of February 16, 1987, to
the rate of $200,000 per annum (the "Modified Salary").
2. Notwithstanding the foregoing, (a) in determining your
Supplemental Benefits (as defined in the Employment Agreement), for purposes
of clause (i) of paragraph 3 of the July 17, 1979 amendment to the Employment
Agreement, the reduction in salary will not be considered in determining the
retirement benefits which you would be entitled to receive under the Plan (as
defined in the Employment Agreement) and (b) any Supplemental Benefits payable
to you will be reduced by any retirement benefits actually paid to you under
retirement plans of CBS Inc.
3. The Company agrees to pay to you, annually, the amount by which
your available "flexdollars" amount Under the Company's Beneflex employee
benefit program is
Xx. Xxxxxxxx X. Xxxxx
February 24, 1987
Page 2
reduced as a result of the foregoing reduction in salary, after taking into
Account your annual "Beneflex" elections. Other employee benefits, such as
life insurance, provided by the Company will be based on your Modified Salary
so long as the Modified Salary remains in effect.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
XXXXX XXXXXX
Vice President
Secretary & General Counsel
October 15, 1985
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your Employment Agreement (the "Employment
Agreement") with Loews Corporation (the "Company"), dated March 1, 1971, as
amended, by agreements dated February 27, 1974, March 1, 1976, May 10, 1977,
July 17, 1979, June 16, 1981, May 10, 1983 and May 10, 1984.
This will confirm our agreement that the Employment Agreement is
amended as follows:
1. The period of your employment under and pursuant to the
Employment Agreement is hereby extended for an additional period through and
including October 14, 1988 upon all the terms, conditions and provisions of
the Employment Agreement as hereby amended.
2. You shall be paid a basic salary for your services under and
pursuant to the Employment Agreement, effective October 15, 1985, of $750,000
per annum, subject to such increases as the Board of Directors of the Company,
in its sole discretion may from time to time determine. Such basic salary
shall be exclusive of fees received by you as a director and as a member of
committees of the Boards of Directors of CNA Financial Corporation and its
subsidiaries.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy
Xx. Xxxxxxxx X. Xxxxx
October 15, 1985
Page 2
of this Letter Agreement at the place indicated below and return the same to
us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
May 10, 1984
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your employment agreement (the "Theatres
Employment Agreement"), with Xxxx'x Theatres, Inc., a New York corporation
("Theatres"), dated May 1, 1960, as amended and supplemented by agreements
dated April 17, 1963, April 1, 1965, February 28, 1968 and May 29, 1968.
Reference is also made to your employment agreement (the "Loews Employment
Agreement") with Loews Corporation, a Delaware corporation ("Loews"), dated
March 1, 1971, as amended and supplemented by agreements dated February 22,
1974, March 1, 1976, May 10, 1977, July 17, 1979, June 16, 1981, and May 10,
1983. Under the Loews Employment Agreement, Loews, among other things, assumed
the obligation of Theatres to make certain payments to you (the "Deferred
Payments") under paragraph 5 of the Theatres Employment Agreement commencing
with the termination of your active employment.
This will confirm our agreement as follows:
1) Upon the execution of this letter agreement, Loews shall pay to
you the sum of $281,500, less applicable withholding taxes, in full and
complete settlement of any obligation of Loews or Theatres to make Deferred
Payments.
2) In consideration of the foregoing, you hereby agree that:
(a) for a period of ten years and forty-three weeks commencing
with the termination of your active employment with Loews you will render such
services of an advisory nature as the Board of Directors of Loews shall
request and your health will permit (such services to be rendered at such
times and places as shall be mutually convenient and after reasonable notice
to you) and you will not be employed by or engaged in any business which is in
Xx. Xxxxxxxx X. Xxxxx
May 10, 1984
Page 2
direct or substantial competition with the business of Loews at any time
during such period; and
(b) the period of your employment under and pursuant to the
Loews Employment Agreement is hereby extended for an additional period through
and including February 28, 1987 upon the terms, conditions and provisions of
the Loews Employment Agreement.
Except as herein modified or amended, the Loews Employment Agreement
shall remain in full force and effect.
Our check in the sum of $281,500, less applicable withholding taxes,
referred to above, is enclosed with this letter.
If the foregoing is in accordance with your understanding, please
sign the enclosed duplicate copy of this letter acknowledging receipt of our
check and your agreement to the terms and provisions of this letter and return
the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Vice President
RECEIPT ACKNOWLEDGED
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
May 10, 1983
Xx. Xxxxxxxx.X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your employment agreement (the "Employment
Agreement") with Loews Corporation (the "Company") dated March 1, 1971, as
amended by agreements dated February 27, 1974, March 1, 1976, May 10, 1977,
July 17, 1979 and June 16, 1981.
In connection therewith, this will confirm our agreement that the
Employment Agreement is amended as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
February 28, 1986, upon all the terms, conditions and provisions of the
Employment Agreement as hereby amended.
2. You shall be paid a basic salary for your services under and pursuant
to the Employment Agreement, effective May 30, 1983, of $634,400 per annum,
subject to such increases as the Board of Directors of the Company in its sole
discretion may from time to time determine. Such basic salary shall be
exclusive of fees received by you as a director and as a member of committees
of the Boards of Directors of CNA Financial Corporation and its subsidiaries.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
Xx. Xxxxxxxx X. Xxxxx
May 10, 1983
Page 2
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this letter agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
June 16, 1981
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your employment agreement (the "Employment
Agreement") with Loews Corporation (the "Company") dated March 1, 1971, as
amended by agreements dated February 27, 1974, March 1, 1976, May 10, 1977 and
July 17, 1979.
In connection therewith, this will confirm our agreement that the
Employment Agreement Is amended as follows:
1. The period of your employment under and pursuant to the
Employment Agreement is hereby extended for an additional period through and
including February 28, 1984, upon all the terms, conditions and provisions of
the Employment Agreement as hereby amended.
2. You shall be paid a basic salary for your services under and
pursuant to the Employment Agreement, effective June 15, 1981, of $520,000 per
annum, subject to such increases as the Board of Directors of the Company in
its sole discretion may from time to time determine. Such basic salary shall
be exclusive of fees received by you as a director and as a member of
committees of the Boards of Directors of CNA Financial Corporation and its
subsidiaries.
Xx. Xxxxxxxx X. Xxxxx
June 16, 1981
Page 2
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this letter agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
July 17, 1979
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to your employment agreement (the "Employment Agreement")
with Loews Corporation (the "Company" dated May 10, 1977, which incorporates
provisions of the employment agreement with you dated March 1, 1971, as
amended by agreements dated February 27, 1974 and March 1, 1976.
In connection therewith this will confirm our agreement that the Employment
Agreement is amended as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
February 28, 1982, upon all the terms, conditions and provisions of the
Employment Agreement as hereby amended.
2. You shall be paid a basic salary for your services under and pursuant
to the Employment Agreement, effective June 4, 1979, of $4l6,000 per annum,
subject to such increases as the Board, of Directors of the Company in its
sole discretion may from time to time determine. Such basic salary shall be
exclusive of fees received by you as a director and as a member of committees
of the Boards of Directors of CNA Financial Corporation and its subsidiaries.
3. The Company hereby agrees to pay to you or your spouse and/or other
beneficiary (the Recipient") designated under the Retirement Plan for
Employees
Xx. Xxxxxxxx X. Xxxxx - 2 - July 17, 1979
of Loews Corporation (the "Plan") supplemental retirement benefits
("Supplemental Benefits") in an amount equal to the amount, if any, by which
(i) retirement benefits which the Recipient would be entitled to receive under
the Plan, without giving effect to Section 4.08 of the Plan and the Erisa
Limit defined below, would exceed (ii) retirement benefits actually paid to
the Recipient under the Plan as limited by Section 4.08 of the Plan and the
Erisa Limit. The Supplemental Benefits shall be paid by the Company from its
general funds and not from any funds or assets held under the Plan and the
Company shall not be obligated to deposit or set aside any funds for the
payment thereof. The Supplemental Benefits shall be paid by the Company at the
same times and on the same terms (as nearly as may be practicable) as the
Recipient is entitled to receive retirement benefits from the Plan, except to
the extent withholding for taxes may be applicable. As used herein, the term
"Erisa Limit" shall mean the maximum annual retirement benefit allowed under
Section 415, as adjusted from time to time pursuant to Section 415(d), of the
Internal Revenue Code of 1954 as amended to the date hereof.
Except as herein modified or amended, the Employment Agreement shall remain in
full force and effect.
If the foregoing is in accordance with your understanding, would you please
sign the enclosed duplicate copy of this letter agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Accepted and Agreed to:
/s/ Xxxxxxxx X. Xxxxx
------------------------
May 10, 1977
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing island
Rye, New York
Dear Xx. Xxxxx:
You have previously entered into an employment agreement with Loews
Corporation (the "Company") dated March 1, 1971, as amended by agreements
dated February 27, 1974 and March l, 1976 (the agreements dated March 1, 1971
February 27, 1974 and March 1. 1976 being hereinafter referred to as the
"Employment Agreement").
In connection therewith, this will confirm our agreement as follows:
1. The Company does hereby engage and agree to employ your services, in
an executive capacity, for a period of three years from March 1, 1977 to
February 29, 1980; and, you accept such employment and agree that you will
perform the duties which you now perform as well as such other duties as may
be required of you from time to time by the Board of Directors of the Company
in keeping with the character of the duties you now perform.
2. Your employment hereunder shall be on the same terms and conditions
as those of the Employment Agreement, except that you shall be paid a basic
salary for your services, effective March 1, 1977, of $327,600 per annum,
subject to such increases as the Board of Directors of the Company in its sole
discretion may from time to time determine. Such basic salary reflects the
discontinuance effective March 1, 1977 of the non-accountable expense
allowance previously received by you at the rate of $300 per week.
Xx. Xxxxxxxx X. Xxxxx 2 May 10, 1977
3. Such basic salary shall be exclusive of fees received by you as a
director and as a member of committees of the Boards of Directors of CNA
Financial Corporation and it's subsidiaries.
4. It is understood that you may continue to devote a reasonable portion
of your time and attention to the supervision of your own investments, to
charitable and civic activities and to memberships on the Boards of Directors
or Trustees of other non-competitive companies or organizations, to the extent
the foregoing does not (a) require a significant portion of your time or (b)
interfere or conflict in any way with the performance of your services
hereunder.
If the foregoing is in accordance with your understanding, would you please
sign the enclosed duplicate copy of this letter agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Executive Vice President
Accepted and Agreed to:
/s/ Xxxxxxxx X. Xxxxx
-----------------------
Xxxxxxxx X. Xxxxx
March 1, 1976
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Rye, New York
Dear Xx. Xxxxx:
You have previously entered into an employment agreement with Loews
Corporation (the "Company") dated March 1 1971 as amended and extended by
agreement dated February 27, 1974 (the agreements dated March 1, 1971 and
February 27, 1974 are hereinafter referred to as the "Employment Agreement").
Pursuant to the terms of the agreement dated February 27, 1974, the Board of
Directors of the Company has determined, and you are agreeable, that the basic
compensation for your services under the Employment Agreement, for the period
March 1, 1976 through and including February 28, 1977, be increased to the
rate of $260,000.00 per annum.
In addition to such basic compensation, you shall continue to receive an
expense allowance at the rate of $300.00 a week and you shall not be required
to account to the Company, by voucher, or otherwise, for the expenditure of
such allowance.
Except as amended herein, the Employment Agreement is ratified and confirmed
in all respects, and continued in full force and effect for the remainder of
the term of the Employment Agreement.
If the foregoing is in accordance with our understanding, please sign the
enclosed duplicate copy of this letter
Xx. Xxxxxxxx X. Xxxxx 2 March 1, 1976
agreement at the place indicated below and return same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Accepted and Agreed:
/s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
February 27, 1974
Xx. Xxxxxxxx X. Xxxxx
Island Drive
North Manursing Island
Rye, New York
Dear Xx. Xxxxx:
This will confirm the understanding between US that, as of the date set forth
above, the employment agreement between you and Loews Corporation (the
"Company") dated March 1, 1971 (the "Employment Agreement") is hereby extended
for an additional period commencing February 28, 1974 through and including
February 28, 1977.
The foregoing extension shall be upon the same terms and conditions contained
in the Employment Agreement and at the same remuneration provided thereunder,
except that the compensation for your services for the period commencing March
1, 1976 through and including February 28, 1977 shall be subject to review by
the Board of Directors of the Company and, if the Board of Directors in its
sole discretion (you and Xxxxxxx X. Xxxxx not participating) shall so
determine, to such revision for such period as you and the Company may agree
upon.
During such additional period you may continue to devote a reasonable portion
of your time and attention to the supervision of your own investments, to
charitable and civic activities, and to membership on the Board of Directors
or Trustees of other non-competitive companies or organizations, to the extent
the foregoing does not (a) require a significant portion of your time or (b)
interfere or conflict in any way with the performance of your services under
the Employment Agreement.
If the foregoing is in accordance with your understanding, would you please
sign the enclosed duplicate copy of this
Xx. Xxxxxxxx X. Xxxxx 2 February , 1974
letter agreement at the place indicated below and return the same to us for
our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx
Senior Vice President
Accepted and Agreed:
/s/ Xxxxxxxx X. Xxxxx
---------------------
Xxxxxxxx X. Xxxxx
AGREEMENT MADE as of the first day of March, 1971 between LOEWS
CORPORATION ("the Company") and XXXXXXXX X. XXXXX ("Xxxxx").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Tisch is Chairman of the Board and Chief Executive Officer
of the Company and of Xxxx'x Theatres, Inc. ("Xxxx'x"), its wholly-owned
subsidiary; and
WHEREAS, it is desirable that the Company be assured of Tisch's
continued services for the period and upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants
and agreements hereinafter set forth, the parties agree as follows:
1. The Company does hereby engage and employ Tisch's services, in
an executive capacity, for at least the major portion of his time, for a
period of three (3) years from March 1, 1971 to February 28, 1974.
2. Tisch accepts such employment and agrees that he will perform
the duties which he now performs as well as such other duties as may be
required of him from time to time by the Board of Directors in keeping with
the character of the duties he now performs. His office will be in New York
City.
-2-
3. Tisch hereby agrees that during the term hereof he will not
render services for any person, firm or corporation other than the Company or
its subsidiary and affiliated corporations; provided, however, that Tisch may
serve as a director or officer of any one or more of the corporations listed
on Exhibit A hereto, and may render services in such capacities if such
services do not, in the aggregate, (a) require a significant portion of
Tisch's time or (b) interfere or conflict in any way with the performance of
Tisch's services under this agreement.
4. As compensation for all of his services hereunder, the Company
will pay Tisch, during the term of his employment, a salary at the rate of Two
Hundred-Eight Thousand ($208,000) Dollars per annum, payable in accordance
with the Company's customary payroll practices.
5. Nothing contained in this agreement or elsewhere shall be deemed
to affect Tisch's rights to deferred compensation accrued under the Employment
Agreement dated as of May 2, 1960, as amended, between Tisch and Xxxx'x ("the
earlier agreement"), it being further understood and agreed that (a) the
Company hereby assumes the obligations now imposed on Xxxx'x under paragraph 5
of the earlier agreement and promises and covenants to make all presently
accrued payments and to perform all conditions of said paragraph 5 of the
earlier agreement by Xxxx'x to be kept and performed expressly adopting for
itself the provisions of said paragraph 5 with
-3-
respect to all deferred compensation rights presently accrued, and (b) Tisch
acknowledges that he will not be entitled to deferred compensation for any
services rendered or performed after February 28, 1971.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be duly executed as of the day and year first above written.
LOEWS CORPORATION
(Corporate Seal) By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President
/s/ Xxxxxxxx X. Xxxxx
-------------------------
Xxxxxxxx X. Xxxxx
