EXHIBIT 10.35
SEVERANCE AGREEMENT
This agreement is entered into by and between Trans World Airlines,
Inc. ("TWA") and Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx") on this 11th day of November,
1996.
This Agreement is a modification and supplement to the Memorandum of
Understanding dated April 13, 1994 between TWA and Xxxxxxxx relating to
Xxxxxxxx'x employment by TWA (the "Memorandum"). Except as herein expressly set
forth, the Memorandum shall continue in full force and effect and its provisions
shall apply to and govern this Agreement. In the event of any inconsistency
between this Agreement and the Memorandum, this Agreement shall prevail.
The parties hereto have, in connection with Xxxxxxxx'x termination of
employment with TWA, agreed as follows:
1. Continuing Employment. Xxxxxxxx will continue as President and
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Chief Executive Officer of TWA, with all the authority and powers
previously exercised by him, until the first to occur of (i)
January 15, 1997, or (ii) his replacement is approved by TWA's
Board and available to commence his employment by TWA
("Termination Date"). In consideration for Xxxxxxxx'x remaining on
and fulfilling his duties until the Termination Date, Xxxxxxxx
will continue to be paid his salary and will be entitled to all
benefits through January 15, 1997 (even if the Termination Date
occurs prior thereto). Xxxxxxxx'x resignation as a member of the
Board of Directors of TWA will become effective on the Termination
Date.
2. Salary Continuation. On January 15, 1997, Xxxxxxxx will be paid a
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twelve month-period salary continuation, in a lump sum. However,
in the event that his termination of employment is later than
January 15, 1997, the lump sum payment will be deferred until the
actual date of termination of employment.
3. Stock options. In consideration for Xxxxxxxx'x agreeing to remain
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on and fulfill his duties under the Memorandum until the
Termination Date, the parties have agreed to treat Xxxxxxxx'x
resignation as if it had been an involuntary termination of
employment without cause under the Memorandum (enabling Xxxxxxxx'x
second installation of Stock Options to purchase Common Stock of
TWA to vest), and TWA has further agreed that so long as Xxxxxxxx
continues to fulfil his obligations under the Memorandum until the
Termination Date, Xxxxxxxx'x final (or third) installment of Stock
Options to purchase Common Stock of TWA will vest upon termination
of his employment (even if such termination in fact occurs before
January 1, 1997.
4. Lifetime Passes. Xxxxxxxx, his spouse and his children (until a
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certain age) have been granted lifetime Class A travel, that is
unlimited free passes for first class air travel on TWA, on the
same terms and conditions as the other members of TWA's Board of
Directors.
5. Life Insurance, Medical & Dental Benefits. Xxxxxxxx and his family
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will be entitled to the continuation in accordance with TWA's
regular practices and policies of the group life insurance, medical
and dental benefits provided by TWA to it's senior executives until
the first to occur of (i) twelve months following his termination
of employment or (ii) his employment by another company.
6. Outplacement Services. Outplacement services will be provided to
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Xxxxxxxx in accordance with TWA's usual practice as to its
departing senior executives for up to a one-year period following
his termination of employment.
7. Other Benefits. Xxxxxxxx will be entitled to receive other standard
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benefits received by departing TWA senior executives in accordance
with TWA's usual practices and policies.
Trans World Airlines, Inc.
/s/ Xxxxxxx X. Xxxxxxxx by /s/ Xxxxxxx X. Magumo
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Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Magumo
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