Exhibit 10.3
~ ~ ~ XXXX X. XXXXXXXXXX ~ ~ ~
-- AGREEMENT AND GENERAL RELEASE --
XXXX X. XXXXXXXXXX and ROCKWELL INTERNATIONAL CORPORATION have reached
the following Agreement. In this Agreement, "EMPLOYEE" refers to XXXX X.
XXXXXXXXXX, and "COMPANY" refers to Rockwell International Corporation.
FIRST: Benefits.
EMPLOYEE and COMPANY agree that EMPLOYEE will cease actively working
for COMPANY as of the close of business on December 31, 1999. EMPLOYEE and
COMPANY agree that EMPLOYEE will remain on COMPANY's active payroll for 24
months from January 1, 2000 through the close of business on December 31, 2001
(hereinafter referred to as his "salary continuation period"), at which time he
will be placed on layoff; and he will receive no other pay or notice at the time
of his layoff. During the period January 1, 2000 through the close of business
on December 31, 2001, EMPLOYEE will be paid at his current monthly base salary
rate as of December 31, 1999. EMPLOYEE will not be expected to perform any work
for COMPANY during his salary continuation period and will not accrue vacation.
EMPLOYEE will be eligible for full participation in the FY 1999 Corporate
Incentive Compensation Program and FY 1999 Stock Option Program. In December
2000, EMPLOYEE will receive a pro-rata Fiscal Year 2000 Incentive Compensation
("ICP"), less all applicable federal, state and local taxes and other applicable
deductions. EMPLOYEE further understands and acknowledges that he will not
receive any fiscal year 2001 ICP, and that he will receive no more stock option
grants after December 31, 1999. (Options become exercisable per the plan
description.)
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Further, EMPLOYEE will also be provided the following:
- A car allowance in the amount of $1,700 per month for the period
January 1, 2000 through December 31, 2001.
- Outplacement services or career transition counseling.
- Eligibility to participate in the company savings plan through
December 31, 2001.
- Income tax preparation/estate planning benefit in an amount not to
exceed $7,500 for CY 2000 and 2001.
- Company paid executive physical in CY 2000 and 2001.
- Continuing use of the company provided PC, printer and facsimile
machine (in home), car phone and Pathmaster through December 31,
2001.
- Medical benefits coverage and officer dental and vision benefits.
- Company paid membership dues in the South Hills Country Club through
December 31, 2001. Further, the COMPANY will transfer its ownership
in the South Hills Country Club to EMPLOYEE at no cost to EMPLOYEE.
- Payment of all unused vacation accrued during employee's employment
with the Company through December 31, 1999.
SECOND: No Obligation to Provide These Benefits Under Normal Policies.
EMPLOYEE acknowledges that, under COMPANY's normal policies and
procedures and absent this Agreement, he would receive only 6 months rather than
24 months of salary continuation between the date he stops performing work for
the COMPANY and the date of his layoff, he would not receive a pro-rata FY 2000
ICP, he would not have the use of a company paid country club membership, he
would not have a car allowance for approximately 24 months, he would not have
the use of a PC and a facsimile machine, and would not be eligible for two
executive physicals, two years of financial planning assistance, and would not
be eligible to participate in the company's savings plan for two years, which
benefits are set forth in Paragraph First.
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THIRD: Complete Mutual Release
EMPLOYEE and COMPANY agree to release each other and each of their
predecessors, successors and assigns, any related companies, and the employees,
directors, officials, agents, officers, representatives and attorneys of any of
them, from all claims or demands EMPLOYEE or COMPANY may have based on
EMPLOYEE'S employment with COMPANY or the termination of that employment. This
includes a release of any rights or claims EMPLOYEE may have under the Age
Discrimination in Employment Act, which prohibits age discrimination in
employment; or any other federal, state or local laws or regulations prohibiting
employment discrimination. This also includes a release by EMPLOYEE of any
claims for wrongful discharge. Furthermore, this includes a release by EMPLOYEE
of any claims under the California Workers' Compensation Act only as to
injuries, if any, incurred prior to the date of the Agreement. This release
covers both claims that EMPLOYEE and COMPANY know about and those they may not
know about. To the extent California law may apply to this Agreement, EMPLOYEE
and COMPANY waive and relinquish all rights and benefits provided by Section
1542 of the Civil Code of the State of California, and do so understanding and
acknowledging the significance of this specific waiver of Section 1542. Section
1542 of the Civil Code of the State of California states as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Notwithstanding the provisions of Section 1542 or any similar provision in the
law of any other state, and for the purpose of implementing a full and complete
release, EMPLOYEE and
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COMPANY expressly acknowledge that this Agreement is intended to include all
claims which they do not know or suspect to exist in their favor at the time of
their signatures on the Agreement, and that this Agreement will extinguish any
such claims
This release does not include, however, a release of EMPLOYEE'S right,
if any, to pension, retiree, health or similar benefits under the COMPANY'S
standard retirement program, and Employee's rights under the Company's stock
options plans.
FOURTH: Confidentiality.
EMPLOYEE and COMPANY agree not to make the existence or terms of this
Settlement Agreement and General Release public except as may be necessary to
protect the rights contained herein.
FIFTH: No Future Lawsuits.
EMPLOYEE and COMPANY promise never to file a lawsuit asserting any
claims that are released in the Third Paragraph.
SIXTH: Non-Release of Future Claims.
This Agreement does not waive or release any rights or claims that
EMPLOYEE may have under the Age Discrimination in Employment Act which arise
after the date the EMPLOYEE signs this Agreement
SEVENTH: Consequences of Party's Violation of Promises.
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If a party breaks its or his promise in the Fifth Paragraph of this
Agreement and files a lawsuit or other claim or action based9 on legal claims
that the party has released, that party will pay for all costs incurred by the
other party, any related companies or the directors or employees of any of them,
including reasonable attorneys' fees, in defending against the claim.
EIGHTH: Cooperation.
EMPLOYEE agrees to reasonable cooperation with COMPANY in the defense
or prosecution of any litigation, arbitration, or claim against or by any person
or party. COMPANY agrees to pay EMPLOYEE's reasonable, documented, out-of-pocket
expenses in providing any such cooperation pursuant to the terms of this
paragraph. EMPLOYEE shall not, however, be paid for his time or inconvenience in
providing cooperation pursuant to the terms of this paragraph. EMPLOYEE shall be
entitled to indemnification by COMPANY for any activities for which
indemnification is required under California Labor Code Section 2802 or
otherwise.
NINTH: Period for Review and Consideration of Agreement.
EMPLOYEE understands that EMPLOYEE has been given a period of 21 days
to review and consider this Agreement before signing it. EMPLOYEE further
understands that EMPLOYEE may use as much of this 21-day period as EMPLOYEE
wishes prior to signing.
TENTH: Non-Admission of Liability.
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By making this Agreement, neither EMPLOYEE nor the COMPANY admits that
he or it has done anything wrong.
ELEVENTH: Representation By Counsel.
EMPLOYEE was encouraged by COMPANY to consult with an attorney before
signing this Agreement.
TWELFTH: EMPLOYEE's Right to Revoke Agreement.
EMPLOYEE may revoke this Agreement within seven (7) days of EMPLOYEE'S
signing it. Revocation can be made by delivering a written notice of revocation
to:
Xxxx X. Xxxxxxx, Assistant General Counsel
000 Xxxxx Xxxx, Xxxxx 000
P.O. Box 5090
Xxxxx Xxxx, XX 00000
For this revocation to be effective, written notice must be received by Xx.
Xxxxxxx no later than the close of business on the seventh day after EMPLOYEE
signs this Agreement. If EMPLOYEE revokes this Agreement, it shall not be
effective or enforceable and EMPLOYEE will not receive the benefits described in
the First Paragraph.
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THIRTEENTH: In Event of a Change of Control
EMPLOYEE agrees and understands that upon the effectiveness of this
agreement, the Change of Control Agreement between EMPLOYEE and COMPANY dated
January 15, 1999 becomes null and void and EMPLOYEE will not be entitled to any
benefits so described in the Change of Control Agreement.
FOURTEENTH: Entire AGREEMENT.
This is the entire Agreement between EMPLOYEE and COMPANY. COMPANY has
made no promises to EMPLOYEE other than those in this Agreement.
EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT
AND IS VOLUNTARILY ENTERING INTO IT. PLEASE READ THIS AGREEMENT
CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. THIS
AGREEMENT WILL NOT TAKE EFFECT FOR SEVEN (7) DAYS AFTER
EMPLOYEE SIGNS IT.
ROCKWELL INTERNATIONAL CORPORATION EMPLOYEE
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
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XXXXXX X. XXXXXXX XXXX X. XXXXXXXXXX
Date: January 22, 1999 Date: March 2, 1999
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