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EXHIBIT 10.50
March 2, 1998
VIA FEDERAL EXPRESS
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Xx. Xxxxxxx X. Xxxxxxx
Apt. 7B
0000 X. Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Dear Dick:
This letter will confirm our agreement concerning the termination of your
employment by Trans World Airlines, Inc. ("TWA" or the "Company"). This
Agreement shall be deemed to constitute a severance agreement in lieu of
notice of your termination. In this connection, we have agreed as follows:
1. Your last day on the active payroll of TWA will be June 12, 1998
("termination date"). During the period commencing February 1, 1998
to the termination date you will continue to be paid your normal
earnings less all statutory tax withholdings and normal payroll
deductions. As of the termination date you will be deemed to have
used all of your unused earned and accrued vacation for 1998.
2. Following the termination date TWA will continue to issue monthly
checks to you in an amount equal to your monthly earnings less all
statutory tax withholdings and normal payroll deductions up to and
including the check issued on March 15, 1999. (The check issued to
you on June 15, 1998 will be comprised of payment equal to twelve days
of earnings on the active TWA payroll and eighteen days of the ten
month severance payment.) The Company will issue a final check to you
on April 15, 1999, in the amount of $9,576.24, representing payment
for the final twelve days of severance payment due for the period from
April 1 through April 12, 1999.
3. 357,366 of the non-qualified stock options (the "Option") issued to you
under TWA's Key Employee Stock Incentive Program ("KESIP") will be
treated as vested options and such vested options will be exercisable
by you in accordance with the terms of the KESIP, as amended to date.
4. In accordance with the KESIP, your vested options will expire sixty
(60) days following the date (after the termination date) on which TWA
files its Form 10-Q with the United Securities and Exchange Commission
which filing should be on or about August 15, 1998 ("Option
Termination Period") provided that, if at any time during the Option
Termination Period either TWA requests that you not trade in
securities of the Company for a period of time or you notify TWA that
counsel reasonably acceptable to the Company has advised you that
applicable securities laws prohibit trading securities of the Company
(either such period being referred to herein as a "Restricted Period")
then TWA, subject to any applicable Option expiration dates set out in
the KESIP Agreement between you and TWA ("the KESIP Agreement"), shall
extend the period during which the Option may be exercised until the
close of business on the day which follows the Restricted Period, by
the number of days remaining in such Option Termination Period as of
the beginning of the Restricted Period. To the extent that there is
any inconsistency between the terms and conditions of this Agreement
and those of the KESIP or the KESIP Agreement, the terms and
conditions of this Agreement shall control.
5. You and eligible dependents will retain coverage at TWA's expense for
TWA Medical and Dental Benefits, as well as the current TWA Basic
Group Life Insurance through January 31,
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March 2, 1998
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1999. After January 31, 1999, you will be eligible to convert your
TWA Additional Group Life Insurance to individual coverage.
Information regarding life insurance conversion will be provided to
you. Current Additional Life Insurance will cease as of January 31,
1999. Current Voluntary Accidental Death and Dismemberment, and
Disability Insurance will cease as of January 31, 1999.
6. You and your eligible family members as defined in Chapter 13 of TWA's
Management Policy and Procedure Manual will be entitled to Class A
pass privileges until January 31, 1999. A non-ID Term Pass will be
issued to you, and when you receive it you will promptly return your
current ID term pass to the undersigned on behalf of TWA. Your
eligible family members will make application for travel through the
TWA Legal Department or the Employee Travel Department. Use of the
above passes will be subject to TWA's pass policy and applicable
restrictions published in its Management Policy and Procedure Manual,
as the same may be in effect from time to time. You will promptly
return to the undersigned on behalf of TWA all term passes issued to
you by other air carriers.
7. Your participation in the Retirement Savings Plan for Non-Contract
Employees of TWA will end on January 31, 1999, on which date TWA's
contribution on your after-tax savings will be 100% vested.
Distribution of your vested account balance will thereafter be made as
you elect in accordance with the terms of the Plan.
8. Any and all coverage and benefits, other than those set out in
paragraph 5, 6 and 7 herein, under any TWA group benefit or insurance
plan and any other benefits, privileges, or emoluments whatsoever
pertaining to your employment by TWA shall be discontinued as of
midnight, January 31, 1998.
9. Unless otherwise agreed by the parties, you will return to TWA any
computers and all accessories, software and appurtenances thereto and
cellular telephones or pagers which are the property of or leased by
TWA and in your possession, and any other Company property, documents
or material that may be in your possession, by not later than January
31, 1998.
10. 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.
12. You agree that under any of the circumstances set forth herein:
(a) you shall not for a period of two years following your
termination date, directly or indirectly solicit (or assist or encourage the
solicitation of) any employee of the Company or any of its subsidiaries or
affiliated companies or anyone who was so employed at any time within twelve
(12) months prior to termination of your employment by the Company to be
employed by you or by any entity in which you own or expect to own any equity
interest in excess of five (5) percent of any class of the outstanding
securities thereof, or by any entity by which you are employed or for which
you serve or expect to serve in any capacity; nor encourage or induce any
Company employee to terminate his or her Company employment. For the
purposes of this paragraph, the term "solicit" shall mean any contact by you
with or providing information to others who may be
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March 2, 1998
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expected to contact any employees of the Company or of any of its
subsidiaries or affiliated companies regarding their employment status, job
satisfaction, interest in seeking employment with you, with any person
affiliated with you or by whom you are employed but shall not include print
advertising for personnel or responding to any unsolicited request for a
personal recommendation for or evaluation of a Company employee or an
employee of any of the Company's subsidiaries or affiliated companies.
(b) you shall hold forever hereafter in a fiduciary capacity
for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its subsidiaries or
affiliated companies, including but not limited to commercial, operational,
marketing, pricing, personnel or financial information including costs,
strategies, forecasts or trade secrets, acquisition strategies or candidates
or personnel acquisition plans ("confidential information") which shall have
been obtained by you during or by reason of your employment by the Company or
by any of its subsidiaries or affiliated companies and which shall not be
public knowledge. You shall not, without the prior written consent of the
Company or unless required to do so by reason of a court order or subpoena
(in which case you shall give Company prompt notice of any such other
subpoena or order, or request therefore, so as to provide Company the maximum
opportunity to contest the same), communicate or divulge any such
confidential information to anyone other than the Company or those designated
by it.
(c) you shall not for a period of two years following your
termination date discuss or disclose to the media or Company personnel the
circumstances or terms of your termination of employment.
(d) you shall not publicly disparage or denigrate the Company
or any of its officers, directors or practices.
(e) you specifically agree that you will not advise or consult
with Pan American Airlines, its subsidiaries, affiliates, assigns and
successors, or any other entity with respect to the subleasing of TWA's
terminal gates located at Xxxx X. Xxxxxxx International Airport to Pan
American Airlines.
To the extent that any covenant or agreement contained in this
paragraph 12 shall be determined by a Court to be invalid or unenforceable in
any respect or to any extent, the covenant or agreement shall not be rendered
void, but instead shall be automatically amended to such lesser scope or to
such lesser extent as will grant Company the maximum restriction on your
conduct and activities permitted by applicable law in such circumstances.
13. In consideration of the foregoing, you agree as follows:
(a) With the exception of claims arising out of a breach of
this Agreement, you irrevocably and unconditionally release, remise, acquit
and forever discharge Trans World Airlines, Inc., its past and present
parents, subsidiaries, divisions, controlling parties, officers, directors,
agents, employees, successors, and assigns (separately and collectively
"releasees") 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 any and all bases, however denominated, known or
unknown, relating to your employment by TWA and the termination thereof,
including, but not limited to, any and all claims of employment
discrimination under any federal, state or local law, rule or regulation.
This release expressly refers to, includes and releases all rights or claims
arising under the Age Discrimination in Employment Act of 1967, as amended,
Title 29 U.S. Code 621, et. seq. This release extends to any relief, no
matter how described, including, but not limited to, back pay, front pay,
reinstatement, compensatory
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March 2, 1998
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damages, punitive damages, liquidated damages or damages for 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 releasees, and will not counsel or assist in the
prosecution of any claims against the releasees, whether those claims are on
behalf of yourself or others, unless you are under a court order or subpoena
to do so. In the event you are served with such a court order or subpoena,
you agree to notify TWA's Legal Department of such service within 24 hours of
your obtaining actual knowledge of service or your receipt of same,
whichever first occurs. This release extends to and includes all rights or
claims arising on or before the date of signing of this Agreement, but shall
not extend to or include any rights or claims that may arise after the date
on which this Agreement is signed.
(b) You further acknowledge that the only consideration for
signing this Agreement and all that you are ever to receive from the
releasees are the terms stated in this Agreement and that 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 substantially above and beyond those benefits to
which you are already entitled under TWA's published corporate policies and
procedures governing termination of employment; that you have had a full,
fair and adequate opportunity of at least twenty-one (21) days in which to
reflect upon and consider the terms of this Agreement; that you have been
advised to consult, and have consulted, with an attorney of your choosing
prior to signing this Agreement; that no pressure or duress of any kind has
been applied to you with respect to your signing this Agreement; and that you
understand and are fully satisfied with the terms and provisions of this
Agreement.
(c) Under the Older Workers Benefits Protection Act of 1990,
you have seven (7) days from the date of your signing of this Agreement to
revoke the Agreement, and this Agreement shall not become effective or
enforceable until this revocation period has expired and you have not revoked
the Agreement.
14. This Agreement shall be governed by and be construed in accordance with
the internal laws of the State of Missouri, without reference to principles
of conflicts of laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. Neither this Agreement
nor any of its terms may be amended, waived, added to or modified other than
by written agreement executed by the parties hereto or their respective
successors and legal representatives.
15. All notices and other communications hereunder shall be in writing and
shall be given by facsimile or by hand delivery to the other party or by
regular or registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to you:
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Xxxxxxx X. Xxxxxxx
Apt. 7B
0000 X. Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
If to the Company:
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Trans World Airlines, Inc.
One City Centre
000 Xxxxx 0xx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: General Counsel
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March 2, 1998
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or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
16. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of
this Agreement.
17. This Agreement contains the entire understanding between the parties
concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written
or oral, among the parties with respect thereto.
Sincerely,
Xxxxx X. Xxxxxx
Senior Vice President - Human Resources
Read, Acknowledged and Agreed to
this ------- day of --------, 1998:
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Xxxxxxx X. Xxxxxxx
