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EXHIBIT 10.1
February 12, 1998
Xx. Xxxxx X. Xxxxxx
000 Xxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000
Dear Rod:
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 was December 31, 1997
("termination date").
2. You have received payment for your normal earnings through December 31,
1997, less all statutory tax withholdings and normal payroll deductions.
3. Not later than January 31, 1998, you or your designated beneficiary will
be paid an additional gross amount of $13,783.36, less all statutory tax
withholdings, which is equivalent to your unused earned and accrued
vacation for 1997, totaling in all nineteen (19) days pay at the gross
rate of $725.44 per day.
4. Effective January 1, 1998, through December 31, 1998, you will continue
to receive your current monthly salary of $15,761.00 payable in monthly
installments, less all statutory and other current payroll deductions.
5. 120,600 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. All remaining unvested
options lapsed as of December 31, 1997. Your vested options will expire
sixty (60) days following the date on which TWA files its Form 10K with
the United Securities and Exchange Commission which filing should be on
or about March 31, 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
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January 15, 1998
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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.
6. 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 December 31, 1998. After December 31, 1998, 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 December 31, 1998. Current Voluntary Accidental Death and
Dismemberment, and Disability Insurance will cease as of December 31,
1998.
7. You and your wife will be entitled to Class A pass privileges until
December 31, 1998. Use of all 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.
8. Your participation in the Retirement Savings Plan for Non-Contract
Employees of TWA will end on December 31, 1998, 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.
9. Any and all coverage and benefits, other than those set out in paragraph
6,7 and 8 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, December 31,
1997.
10. 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.
11. You agree to cooperate with TWA as 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.
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
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January 15, 1998
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"solicit" shall mean any contact by you with or providing information to others
who may be 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.
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
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January 15, 1998
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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 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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Xxxxx X. Xxxxxx
January 15, 1998
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Xxxxx X. Xxxxxx
000 Xxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000
If to the Company:
Trans World Airlines, Inc.
One City Centre
000 Xxxxx 0xx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: General Counsel
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
Read, Acknowledged and Agreed to
this day of , 1998:
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Xxxxx X. Xxxxxx
