EXHIBIT 10.34
February 17, 1997
Xx. Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
WMX Technologies, Inc.
0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000
Dear Phil:
This letter will set forth our understanding with respect to the implementation
and application of the Amended and Restated Employment Agreement, dated as of
June 7, 1996 (the "Agreement"), between you and WMX Technologies, Inc. (the
"Company") in connection with your resignation as President and Chief Executive
Officer of the Company.
As a result of your resignation as President and Chief Executive Officer of the
Company on February 17, 1997, this letter constitutes written notice, pursuant
to Section 6(d) of the Agreement, of the Company's decision to terminate the
Agreement. As a result of this notice, the "Term" of the Agreement shall be a
five-year period ending February 17, 2002, unless earlier terminated in
accordance with the terms of the Agreement. Also as provided in Section 6(d),
you will immediately begin receiving cash compensation in an annual amount of
$2,500,000, which will be paid on the same bi-weekly basis as you are currently
being paid, such amounts being in lieu of all salary, bonuses, incentive or
other performance based compensation for the remainder of the Term.
It is appropriate, under the circumstances, to memorialize several additional
points of agreement which we have reached in connection with your resignation as
President and Chief Executive Officer of the Company. They are as follows:
1. Your resignation will not affect or impair your rights under the Company's
Profit Sharing and Savings Plan or its Non-Qualified Profit Sharing and
Savings Plus Plan, and the final date of the Term of the Agreement (as set
forth above) will be considered as your Termination of Employment for the
purpose of such Plans.
2. It is understood and agreed that your resignation is not, and shall not be
construed to be a "voluntary termination" of employment by you as such term
is used in Section 6(f) of the Agreement.
3. The Compensation and Stock Option Committee of the Board of Directors has
acted to (a) accelerate the vesting of any unvested Company stock
Xx. Xxxxxxx X. Xxxxxx
February 17, 1997
Page 2
options currently held by you and (b) establish that your retirement date,
for purposes of the three year continued exerciseability rights provided to
option holders who retire from the Company, shall be the final date of the
Term of the Agreement, as set forth above.
4. For purposes of calculating the benefit due you under the SERP, as such
term is defined in the Agreement, it is understood and agreed that you will
be provided with additional participation, vesting and benefit credit for
the period of time following the Term (as set forth above) during which you
comply with the non-competition covenant set forth in Section 7 of the
Agreement. It is understood and agreed, however, that in the event you
elect to exercise your rights under the SERP to begin payments prior to the
expiration of the Term of the Agreement or the expiration of the term of
the non-competition covenant set forth in Section 7 thereof, you will
receive no further vesting credit from the date on which you begin
receiving SERP benefits.
5. The phrase "employee welfare benefit plans" as used in Section 6(d) of the
Agreement is understood and agreed to refer to the Company's (a) medical,
dental and vision care benefit plans, (b) life, business travel accident
and accidental death and dismemberment insurance programs, and (c) short-
term and long-term disability benefit plans, on such terms as such plans
may from time to time be generally provided to employees of the Company.
The provisions of Section 6(d) of the Agreement to the contrary
notwithstanding, the Company will provide you, your current spouse and
eligible dependent child with continued benefits under the Company's
medical, dental and vision care benefit plans until the latest to occur of
(i) the date of your sixty-fifth birthday, (ii) the date of your current
spouse's sixty-fifth birthday or (iii) the date on which your dependent
child shall no longer be eligible for dependent coverage under such plans,
subject to the Company's rights to terminate such benefits for cause under
Section 6(b) of the Agreement.
6. It is understood and agreed that during the Term, as set forth above, you
will remain eligible to participate in the Company's matching gift
programs, on such terms as such programs may from time to time be generally
provided to employees of the Company. It is further understood and agreed
that you will remain eligible for reimbursement of financial planning,
estate planning, tax counseling and return preparation, and club dues
expense in an amount not to exceed $50,000 annually (i.e., two percent of
the annual cash compensation provided to you under the terms of the
Agreement). Reimbursement of such expenses will be made upon submission by
you of an expense report in such form as may from time to time be utilized
by other corporate office employees of the Company.
7. It is understood and agreed that in order to facilitate your provision of
consultative services as contemplated by Section 6(d) of the Agreement, the
Company will pay directly, for the Term (as set forth above), for expenses
associated with the
Xx. Xxxxxxx X. Xxxxxx
February 17, 1997
Page 2
maintenance of an office for you located outside of any Company facility,
such payment not to exceed $50,000 on an annual basis.
8. This will reconfirm our understanding that the phrase "annual bonus" as
used in the final sentence of Section 3(c) of the Agreement is not intended
to be included in the term "bonuses" as used in the second sentence of the
final paragraph of Section 6(d) of the Agreement.
I believe the foregoing accurately sets forth the understandings we have reached
with respect to the implementation and application of the Agreement following
your resignation as President and Chief Executive Officer. If such is the case,
would you please so indicate by signing the acknowledgment set forth below.
Very truly yours,
WMX Technologies, Inc.
/s/ Peer Xxxxxxxx
Peer Xxxxxxxx
Chairman, Compensation and Stock
Option Committee
Acknowledged and agreed this 17/th/ day of February, 1997
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
