<PAGE>
DRAFT OF 6/24/95
PRIVILEGED AND CONFIDENTIAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
Chrysler Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
171196 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8140
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 26, 1995
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- --------------------------- -----------------------
CUSIP No. 171196 10 8 Page 2 of 9 Pages
- --------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KIRK KERKORIAN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 36,000,000 Shares
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 36,000,000 Shares
---------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,000,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
- --------------------------- -----------------------
CUSIP No. 171196 10 8 Page 3 of 9 Pages
- --------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRACINDA CORPORATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 36,000,000 Shares
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 36,000,000 Shares
---------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,000,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
- --------------------------- -----------------------
CUSIP No. 171196 10 8 Page 4 of 9 Pages
- --------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEE IACOCCA
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF; OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,125,626 Shares
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 173,750 Shares
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,125,626 Shares
---------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 173,750 Shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,299,376 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
- --------------------------- -----------------------
CUSIP No. 171196 10 8 Page 5 of 9 Pages
- --------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alfred Boyer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,000 Shares
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,000 Shares
---------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0014%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Amendment No. 16 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") relating to the common stock, par value $1.00 per
share, of Chrysler Corporation, a Delaware corporation (the "Company"),
previously filed by Kirk Kerkorian, Tracinda Corporation, a Nevada corporation
wholly owned by Mr. Kerkorian ("Tracinda"), and Mr. Lee Iacocca to add, among
other things, certain information with respect to Alfred Boyer who may be deemed
a member of a group consisting of Mr. Kerkorian, Tracinda, Mr. Iacocca and Mr.
Boyer. Mr. Kerkorian, Tracinda, Mr. Iacocca and Mr. Boyer are collectively
referred to hereinafter as the "Filing Persons". Capitalized terms used and not
defined in this Amendment have the meanings set forth in the Schedule 13D.
1. Item 2 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 2. Identity and Background.
------------------------
(a-f) The persons filing this Schedule 13D are Kirk Kerkorian, Tracinda,
Lee Iacocca, and Alfred Boyer. Information with respect to Mr. Kerkorian,
Tracinda and Mr. Iacocca has previously been disclosed in this Schedule 13D.
The business address of Mr. Boyer is 9665 Wilshire Blvd., Suite 200,
Beverly Hills, CA 90212. Mr. Boyer is a private investor and sole partner of
Boyer Capital Management. Mr. Boyer is a U.S. citizen.
During the last five years, Mr. Boyer has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
2. Item 3 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 3. Source and Amount of Funds or Other Consideration.
------------------------------------------------
The source of funds used to acquire the Long Term Equity Anticipation
options ("LEAPs") on shares of Common Stock beneficially owned by Mr. Boyer was
Mr. Boyer's personal funds. The aggregate consideration used to purchase such
LEAPs was $54,000.00.
Page 6 of 9
<PAGE>
3. Item 4 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 4. Purpose of Transaction.
----------------------
On June 26, 1995, Tracinda issued a press release, a copy of which is filed
as Exhibit 1 hereto and incorporated herein by reference, announcing that it
will commence a tender offer to purchase up to 14,000,000 Shares of Common
Stock.
4. Item 5 of the Schedule 13D is hereby amended to add the following
information:
* * *
Item 5. Interest in Securities of the Issuer.
------------------------------------
The information concerning Mr. Kerkorian, Tracinda and Mr. Iacocca is
hereby restated in its entirety. The following information relates to Mr. Boyer.
(a) Mr. Boyer has the right to acquire 5,000 shares of common stock at an
exercise price of $40 per share pursuant to LEAPs options expiring January 20,
1996. Such shares constitute less than 1% of the outstanding Common Stock.
(b) Mr. Boyer has the sole power to vote and dispose of shares that may be
acquired by him.
(c) Mr. Boyer has not effected any transaction in the common stock during
the past 60 days.
(d) None.
(e) Not applicable.
Each of Mr. Kerkorian and Tracinda, Mr. Iacocca and Mr. Boyer
expressly disclaims beneficial ownership of all shares and options of Common
Stock held by the others.
Page 7 of 9
<PAGE>
5. Item 6 of the Schedule 13D is hereby amended to add the following:
* * *
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
- -----------------------------------------
Tracinda has entered into Consulting Agreements with Messrs. Iacocca
and Boyer, copies of which are filed as Exhibits 2 and 3 hereto, respectively,
and are incorporated herein by reference and has also entered into Value Sharing
Agreements, copies of which are filed as Exhibits 4 and 5 hereto, respectively,
and are incorporated herein by reference.
6. Item 7 of the Schedule 13D is hereby amended to add the following:
* * *
Item 7. Material to Be Filed as Exhibits.
--------------------------------
1. Press release issued on June 26, 1995.
2. Consulting Agreement, dated May 9, 1995, between Tracinda and Mr.
Iacocca.
3. Consulting Agreement, dated June 24, 1995, between Tracinda and Mr.
Boyer.
4. Value Sharing Agreement, dated June 24, 1995, between Tracinda and Mr.
Iacocca.
5. Value Sharing Agreement, dated June 24, 1995, between Tracinda and Mr.
Boyer.
6. Joint Filing Agreement, dated June 26, 1995, among the Filing Persons.
7. Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
Page 8 of 9
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
TRACINDA CORPORATION
By: /s/ Anthony Mandekic
---------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
Dated: June 26, 1995
Page 9 of 9
<PAGE>
EXHIBIT INDEX
Item No. Description Page No.
-------- ----------- --------
1. Press release issued on June 26, 1995.
2. Consulting Agreement, dated May 9, 1995, between Tracinda and
Mr. Iacocca.
3. Consulting Agreement, dated June 24, 1995, between Tracinda and
Mr. Boyer.
4. Value Sharing Agreement, dated June 24, 1995, between Tracinda
and Mr. Iacocca.
5. Value Sharing Agreement, dated June 24, 1995, between Tracinda
and Mr. Boyer.
6. Joint Filing Agreement, dated June 26, 1995, among the
Filing Persons.
7. Except as specifically provided herein, this Amendment
does not modify any of the information previously
reported on Schedule 13D.
<PAGE>
FOR IMMEDIATE RELEASE
- ---------------------
Contact: George Sard/Anna Cordasco Michael Claes
Sard Verbinnen & Co. Burson Marsteller
(212) 687-8080 (212) 614-5236
TRACINDA TO COMMENCE CASH TENDER OFFER FOR
14 MILLION CHRYSLER SHARES AT $50.00 PER SHARE
----------------------------------------------
LAS VEGAS, NV, June 26, 1995 -- Tracinda Corporation announced today that
it will commence a cash tender offer for up to 14 million shares of common stock
of Chrysler Corporation (NYSE:C) at a price of $50.00 per share. The tender
offer, which will commence this week, will not be subject to financing.
Tracinda has been Chrysler's largest shareholder for five years. Increasing
its position in Chrysler reflects Tracinda's continuing belief that Chrysler is
a good investment and its ongoing commitment to enhancing value for all Chrysler
shareholders.
The tender offer will be conditioned on, among other things, exemption from
or the non-applicability of a Michigan insurance statute. This statute is
presumed to apply to an owner of 10% or more of Chrysler's outstanding common
shares because Chrysler has insurance operations in Michigan. These operations
represent an immaterial percentage of Chrysler's total assets.
In addition to seeking an exemption from the Michigan insurance statute,
Tracinda also said that it has filed suit in Federal Court in Michigan seeking a
determination that the Michigan Insurance Bureau has no authority to regulate
Tracinda's purchase of additional Chrysler shares pursuant to the offer.
Tracinda is currently blocked from purchasing more than 15% of Chrysler's
total outstanding shares under the terms of Chrysler's poison pill.
Wasserstein Perella & Co., Inc. will be dealer-manager for the tender
offer.
Tracinda currently owns 36 million shares of the approximately 369 million
outstanding shares of Chrysler common stock.
###
<PAGE>
CONSULTING AGREEMENT
AGREEMENT made May 9, 1995 (this "Agreement") by and between Tracinda
Corporation, a Nevada corporation ("Tracinda") and Lee A. Iacocca ("Iacocca").
WHEREAS, prior to the date of this Agreement, Iacocca has consulted
with and performed certain services for Tracinda in connection with Tracinda's
investments; and
WHEREAS, Tracinda and Iacocca desire to set forth the terms and
conditions pursuant to which Iacocca will continue to render certain consulting
services to Tracinda and Iacocca will be indemnified by Tracinda.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consulting Services. Iacocca hereby agrees to render such
-------------------
specific consulting and advisory services to Tracinda in connection with
Tracinda's investments as may be reasonably requested by Tracinda.
2. Compensation. As compensation for Iacocca's services under this
------------
Agreement, Tracinda will pay to Iacocca the sum of $41,666.67 per month.
3. Indemnity. Tracinda agrees to indemnify and hold Iacocca harmless
---------
from and against any and all damages, liabilities, reasonable costs or expenses,
including reasonable legal expenses, judgments, fines, penalties and amounts
paid in settlement, in connection with any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal, administrative or
investigative arising out of, resulting from or relating to (i) Iacocca's
association with Tracinda prior to the date of this Agreement as it relates to
Tracinda's investments, (ii) Iacocca's performance of consulting and advisory
services to Tracinda after the date of this Agreement to the extent that such
services were specifically requested by Tracinda, or (iii) Iacocca's
participation as a member of a group with Tracinda relating to any investment by
Tracinda (provided that, in the case of clause (iii), such claim, action, suit
or proceeding does not arise out of, result from or relate to actions by Iacocca
after the date of this Agreement which were not specifically requested by
Tracinda), except to the extent, in the case of each of clauses (i), (ii) and
(iii), that such damages, liabilities, reasonable costs or expenses, judgments,
fines, penalties or amounts paid in settlement arise out of, result from or
relate to Iacocca's willful misconduct, gross negligence, breach of this
Agreement or violation of law, whether civil or criminal (other than, with
respect to any criminal action or proceeding, where Iacocca had no reasonable
cause to believe his conduct was unlawful). Iacocca will give Tracinda prompt
notice of the assertion or commencement of any claim, action, suit or proceeding
in respect of which indemnity may be sought hereunder; provided that failure to
give such notice shall not relieve Tracinda of its obligations hereunder except
to the extent Tracinda is materially prejudiced thereby. In the case of any
claim, action, suit or proceeding for which Iacocca is entitled to
indemnification hereunder, Tracinda will have the right, by notice in writing to
Iacocca within 30 days after receipt of notice from Iacocca of the assertion or
commencement of such claim, action, suit or proceeding, to assume and control
the defense thereof with counsel reasonably acceptable
<PAGE>
to Iacocca, in which case Tracinda shall pay all damages, liabilities,
reasonable costs or expenses, judgments, fines, penalties and amounts paid in
settlement in connection therewith; provided, however, that Iacocca will be
entitled to employ his own counsel and participate in the defense of such claim,
action, suit or proceeding, but the fees and expenses of such counsel incurred
after notice from Tracinda of its assumption of the defense thereof shall be at
Iacocca's expense unless (a) the employment of counsel has been authorized by
Tracinda, or (b) Iacocca shall have reasonably concluded, after consultation
with counsel, that there may be a conflict of interest in the conduct of any
such action between himself and Tracinda, in each of which cases the reasonable
fees and expenses of counsel shall be at the expense of Tracinda. Tracinda shall
not be entitled to assume the defense of any action, suit or proceeding as to
which Iacocca shall have made the conclusion provided for in clause (b) above.
If Tracinda shall have assumed the defense of any claim, action, suit or
proceeding, it shall not, without the prior written consent of Iacocca, consent
to a settlement of, or the entry of any judgment arising from, such claim,
action, suit or proceeding, which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to Iacocca of a complete release
from all liability in respect of such claim, action, suit or proceeding. If
Tracinda shall have offered to assume the defense of any claim, action, suit or
proceeding, but Iacocca shall have made the conclusion provided for in clause
(b) of the third preceding sentence, Iacocca shall not, without the prior
written consent of Tracinda, such consent not to be unreasonably withheld,
consent to a settlement of, or the entry of any judgment arising from, such
claim, action, suit or proceeding.
4. Contribution. If the indemnification provided in Section 3 is
------------
unavailable and may not be paid to Iacocca, then in respect of any threatened,
pending or completed claim, action, suit or proceeding in which Tracinda is or
is alleged to be jointly liable with Iacocca (or would be if joined in such
claim, action, suit or proceeding), Tracinda shall contribute to the amount of
reasonable expenses (including reasonable attorneys' fees), judgments, fines,
penalties and amounts paid in settlement paid or payable by Iacocca in such
proportion as is appropriate to reflect (i) the relative benefits received by
Tracinda on the one hand and Iacocca on the other hand from the transaction from
which such claim, action, suit or proceeding arose, and (ii) the relative fault
of Tracinda on the one hand and of Iacocca on the other in connection with the
events which resulted in such reasonable expenses, judgments, fines, penalties
or settlement amounts, as well as any other relevant equitable considerations.
The relative fault of Tracinda on the one hand and Iacocca on the other shall be
determined by reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such reasonable expenses, judgments, fines, penalties
or settlement amounts. Tracinda agrees that it would not be just and equitable
if contribution pursuant to this Section 4 were determined by pro rata
allocation or any other method of allocation which does not take account of the
foregoing equitable considerations.
5. Advancement of Expenses. In the event that Iacocca employs his
-----------------------
own counsel pursuant to clause (a) or (b) of the third sentence of Section 3
above, Tracinda shall advance to Iacocca, prior to any final disposition of any
threatened or pending action, claim, suit or proceeding, whether civil,
criminal, administrative or investigative, any and all reasonable costs and
expenses (including reasonable legal fees and expenses) incurred in
investigating or
2
<PAGE>
defending any such action, claim, suit or proceeding within ten (10) days after
receiving copies of invoices presented to Iacocca for such expenses.
6. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the internal laws of the State of New York.
7. Notices. Any notice hereunder shall be effective if in writing
-------
and delivered by confirmed facsimile transmission or by overnight courier (with
proof of delivery), as follows:
To Tracinda:
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Facsimile: (702) 737-1177
To Iacocca:
Lee A. Iacocca
75252 Pepperwood Drive
Vintage Club
Indian Wells, California
Facsimile: (619) 341-7332
or to such other address as may be specified by any party hereto in accordance
with this Section.
8. Term. Section 1 of this Agreement may be terminated at any time
----
by either of the parties hereto, upon 30 days' prior notice in writing to the
other party. Sections 2, 3, 4, 5 and 9 of this Agreement shall survive the
termination of Section 1 of this Agreement solely with respect to obligations
relating to periods prior to such termination. Sections 6, 7 and 8 shall
survive the termination of Section 1 of this Agreement.
9. Miscellaneous. Tracinda agrees to pay all reasonable legal fees
-------------
of counsel to Iacocca in connection with the negotiation and execution of this
Agreement and the review of any joint Schedule 13D filings of Tracinda and
Iacocca in connection with any of Tracinda's investments.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.
TRACINDA CORPORATION
By:__________________________
Name:
Title:
_____________________________
Lee A. Iacocca
4
<PAGE>
CONSULTING AGREEMENT
AGREEMENT made as of June 24, 1995 (this "Agreement") by and between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and Alfred Boyer
("Boyer").
WHEREAS, prior to the date of this Agreement, Boyer has consulted with
and performed certain services for Tracinda in connection with Tracinda's
investments; and
WHEREAS, Tracinda and Boyer desire to set forth the terms and
conditions pursuant to which Boyer will continue to render certain consulting
services to Tracinda and Boyer will be indemnified by Tracinda.
NOW, THEREFORE, the parties hereto agree as follows:
1. Consulting Services. Boyer hereby agrees to render such specific
-------------------
consulting and advisory services to Tracinda in connection with Tracinda's
investments as may be reasonably requested by Tracinda.
2. Compensation. As compensation for Boyer's services under this
------------
Agreement, Tracinda will pay to Boyer the sum of $250,000 upon the execution of
this Agreement.
3. Indemnity. Tracinda agrees to indemnify and hold Boyer harmless
---------
from and against any and all damages, liabilities, reasonable costs or expenses,
including reasonable legal expenses, judgments, fines, penalties and amounts
paid in settlement, in connection with any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal, administrative or
investigative arising out of, resulting from or relating to (i) Boyer's
association with Tracinda prior to the date of this Agreement as it relates to
Tracinda's investments, (ii) Boyer's performance of consulting and advisory
services to Tracinda after the date of this Agreement to the extent that such
services were specifically requested by Tracinda, or (iii) Boyer's participation
as a member of a group with Tracinda relating to any investment by Tracinda
(provided that, in the case of clause (iii), such claim, action, suit or
proceeding does not arise out of, result from or relate to actions by Boyer
after the date of this Agreement which were not specifically requested by
Tracinda), except to the extent, in the case of each of clauses (i), (ii) and
(iii), that such damages, liabilities, reasonable costs or expenses, judgments,
fines, penalties or amounts paid in settlement arise out of, result from or
relate to Boyer's willful misconduct, gross negligence, breach of this Agreement
or violation of law, whether civil or criminal (other than, with respect to any
criminal action or proceeding, where Boyer had no reasonable
<PAGE>
cause to believe his conduct was unlawful). Boyer will give Tracinda prompt
notice of the assertion or commencement of any claim, action, suit or proceeding
in respect of which indemnity may be sought hereunder; provided that failure to
give such notice shall not relieve Tracinda of its obligations hereunder except
to the extent Tracinda is materially prejudiced thereby. In the case of any
claim, action, suit or proceeding for which Boyer is entitled to indemnification
hereunder, Tracinda will have the right, by notice in writing to Boyer within 30
days after receipt of notice from Boyer of the assertion or commencement of such
claim, action, suit or proceeding, to assume and control the defense thereof
with counsel reasonably acceptable to Boyer, in which case Tracinda shall pay
all damages, liabilities, reasonable costs or expenses, judgments, fines,
penalties and amounts paid in settlement in connection therewith; provided,
however, that Boyer will be entitled to employ his own counsel and participate
in the defense of such claim, action, suit or proceeding, but the fees and
expenses of such counsel incurred after notice from Tracinda of its assumption
of the defense thereof shall be at Boyer's expense unless (a) the employment of
counsel has been authorized by Tracinda, or (b) Boyer shall have reasonably
concluded, after consultation with counsel, that there may be a conflict of
interest in the conduct of any such action between himself and Tracinda, in each
of which cases the reasonable fees and expenses of counsel shall be at the
expense of Tracinda. Tracinda shall not be entitled to assume the defense of any
action, suit or proceeding as to which Boyer shall have made the conclusion
provided for in clause (b) above. If Tracinda shall have assumed the defense of
any claim, action, suit or proceeding, it shall not, without the prior written
consent of Boyer, consent to a settlement of, or the entry of any judgment
arising from, such claim, action, suit or proceeding, which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to Boyer
of a complete release from all liability in respect of such claim, action, suit
or proceeding. If Tracinda shall have offered to assume the defense of any
claim, action, suit or proceeding, but Boyer shall have made the conclusion
provided for in clause (b) of the third preceding sentence, Boyer shall not,
without the prior written consent of Tracinda, such consent not to be
unreasonably withheld, consent to a settlement of, or the entry of any judgment
arising from, such claim, action, suit or proceeding.
4. Contribution. If the indemnification provided in Section 3 is
------------
unavailable and may not be paid to Boyer, then in respect of any threatened,
pending or completed claim, action, suit or proceeding in which Tracinda is or
is alleged to be jointly liable with Boyer (or would be if joined in such claim,
action, suit or proceeding), Tracinda shall contribute to the amount of
reasonable expenses (including reasonable attorneys' fees), judgments, fines,
penalties and amounts paid in settlement paid or payable by Boyer in such
proportion as is appropriate to reflect (i) the relative benefits received by
Tracinda on the one hand and Boyer on the other hand from the transaction from
which such claim, action, suit or proceeding arose, and (ii) the relative fault
of
2
<PAGE>
Tracinda on the one hand and of Boyer on the other in connection with the events
which resulted in such reasonable expenses, judgments, fines, penalties or
settlement amounts, as well as any other relevant equitable considerations. The
relative fault of Tracinda on the one hand and Boyer on the other shall be
determined by reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such reasonable expenses, judgments, fines, penalties
or settlement amounts. Tracinda agrees that it would not be just and equitable
if contribution pursuant to this Section 4 were determined by pro rata
allocation or any other method of allocation which does not take account of the
foregoing equitable considerations.
5. Advancement of Expenses. In the event that Boyer employs his own
-----------------------
counsel pursuant to clause (a) or (b) of the third sentence of Section 3 above,
Tracinda shall advance to Boyer, prior to any final disposition of any
threatened or pending action, claim, suit or proceeding, whether civil,
criminal, administrative or investigative, any and all reasonable costs and
expenses (including reasonable legal fees and expenses) incurred in
investigating or defending any such action, claim, suit or proceeding within ten
(10) days after receiving copies of invoices presented to Boyer for such
expenses.
6. Sole Beneficiary. Boyer represents and warrants that no other
----------------
person or entity has any right to share or participate in any of the
compensation to be paid to Boyer hereunder.
7. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the internal laws of the State of New York.
8. Notices. Any notice hereunder shall be effective if in writing
-------
and delivered by confirmed facsimile transmission or by overnight courier (with
proof of delivery), as follows:
To Tracinda:
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Facsimile: (702) 737-1177
3
<PAGE>
To Boyer:
Alfred Boyer
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA 90212
Facsimile: (310) 379-2813
or to such other address as may be specified by any party hereto in accordance
with this Section.
9. Term. During the first year after the date hereof, Section 1 of
----
this Agreement may be terminated at any time by Tracinda, upon 30 days' prior
notice in writing to Boyer. After the first anniversary of the date hereof,
Section 1 may be terminated at any time by either party upon 30 days' prior
notice in writing to the other party. Sections 3, 4, 5 and 10 of this Agreement
shall survive the termination of Section 1 of this Agreement solely with respect
to obligations relating to periods prior to such termination. Sections 6, 7, 8
and 9 shall survive the termination of Section 1 of this Agreement.
10. Miscellaneous. Tracinda agrees to pay all reasonable legal fees
-------------
of counsel to Boyer in connection with the negotiation and execution of this
Agreement and the review of any joint Schedule 13D filings of Tracinda and Boyer
in connection with any of Tracinda's investments.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
TRACINDA CORPORATION
By:__________________________
Name:
Title:
_____________________________
Alfred Boyer
5
<PAGE>
VALUE SHARING AGREEMENT
AGREEMENT made as of June 24, 1995 (this "Agreement") by and between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and Lee A. Iacocca
("Participant").
WHEREAS, in consideration of the consulting services being provided by
Participant to Tracinda as contemplated by the Consulting Agreement, dated May
9, 1995, between Tracinda and Participant (the "Consulting Agreement"), and in
addition to the consideration payable thereunder, Tracinda and Participant
desire to enter into an agreement pursuant to which Participant will share a
portion of the enhancement in the value of certain investments of Tracinda, as
more fully set forth herein and subject to the terms and conditions hereof;
NOW, THEREFORE, the parties hereto agree as follows:
1. Participation. (a) On the terms and subject to the conditions
-------------
hereof, Participant shall be entitled to receive four percent (4%) of the
Incremental Value (as defined below) with respect to an aggregate of 32,000,000
shares (the "Shares") of Common Stock, $1.00 par value (the "Common Stock"), of
Chrysler Corporation (the "Company") held by Tracinda, or, if the Shares (or any
portion thereof) are exchanged for any property other than cash ("Other
Property"), four percent (4%) of the Incremental Value with respect to such
Other Property.
(b) For purposes of this Agreement, "Incremental Value" means:
(i) (x) The excess, if any, of (A) the average of the Fair
Market Value (as defined below) of a Share (or of Other Property received per
Share) on each of the 20 trading days immediately preceding the fourth
anniversary of the date of this Agreement over (B) $47.00 (the "Base Price"),
multiplied by (y) 32,000,000 minus the number of Sold Shares (as defined below);
and
(ii) With respect to any of such 32,000,000 Shares (or Other
Property with respect thereto) that are sold by Tracinda for cash and such sale
is consummated while this Agreement remains in force and prior to the fourth
anniversary of the date of this Agreement, the excess, if any, of (x) the actual
net cash proceeds received by Tracinda upon the sale of such Shares or Other
Property over (y) (A) the Base Price, multiplied by (B) the number of Shares
covered by such sale (or, in the case of a sale of Other Property, the number of
Shares for which the Other Property covered by such sale was exchanged) (the
"Sold Shares"); provided, that if any sale occurs within six months from the
date hereof, clause (x) above shall instead be the Fair Market Value of an
equivalent number of Shares on the date that is six months and one day from the
date hereof, but in no event greater than the actual net proceeds received by
Tracinda upon the sale of such Shares.
<PAGE>
(c) In the event of any merger, consolidation, reorganization,
recapitalization, reclassification, stock split, reverse stock split or similar
transaction involving the Shares, the number of Shares and/or the Base Price (as
applicable) shall be appropriately adjusted.
(d) For all purposes of this Agreement, the Shares shall not be
segregated from other shares of Common Stock held by Tracinda, it being
understood that any sale of Common Stock consummated while this Agreement
remains in force and prior to the fourth anniversary of the date of this
Agreement, up to a maximum of 32,000,000 shares of Common Stock, shall be deemed
a sale of Shares for purposes of paragraph 1(b)(ii).
(e) Incremental Value shall not be reduced or offset by the amount, if
any, by which the actual net cash proceeds received by Tracinda for any sale of
Shares (or Other Property with respect thereto) is less than the Base Price
multiplied by the number of Shares covered by such sale (or, in the case of a
sale of Other Property, the number of Shares for which the Other Property
covered by such sale was exchanged), but any such Shares shall nonetheless be
considered Sold Shares for purposes of paragraph 1(b)(i).
(f) Any payment due to Participant pursuant to this paragraph shall be
paid to Participant, in the case of paragraph 1(b)(i), on the 30th day
after the fourth anniversary of the date hereof and, in the case of paragraph
1(b)(ii), on the 30th day after receipt by Tracinda of the net proceeds
of such sale (or, in the case of a sale within six months from the date hereof,
on the 30th day after the date that is six months and one day from the date
hereof.)
(g) "Fair Market Value" shall mean, for any date, the mean between the
high and low sales price on such date, or if no sales price is available for
such date, the mean between the closing bid and asked prices for such date, for
the Common Stock or Other Property (i) as reported by the principal national
securities exchange in the United States on which the Common Stock or Other
Property is then traded, or (ii) if not traded on any such national securities
exchange, as quoted on an automated quotation system sponsored by the National
Association of Securities Dealers. If the Common Stock or Other Property is not
regularly traded on a national securities exchange or any system sponsored by
the National Association of Securities Dealers, the Fair Market Value of the
Common Stock and/or Other Property shall be determined by a nationally
recognized, independent investment banking firm selected by Tracinda in its sole
discretion.
2. Control Over Shares. Participant expressly acknowledges that
-------------------
Tracinda retains the right, in its sole discretion, to make all investment and
other decisions with respect to the Shares, its investment in the Company, or
otherwise with respect to the Company, including without limitation the sole
right to determine whether
2
<PAGE>
and/or when to sell or otherwise dispose of any Shares and the consideration to
be received in any such sale or other disposition, whether to enter into, or to
approve or disapprove (including voting the Shares for or against) any merger,
consolidation, reorganization, recapitalization, reclassification, stock split,
reverse stock split or other extraordinary transaction involving Tracinda and/or
the Company. Participant further expressly acknowledges that Tracinda has no
obligation whatsoever to attempt to maximize Incremental Value as defined in
this Agreement, and may make all such investment and other decisions without
regard for the effect of such decisions under this Agreement. Without limiting
the foregoing, Tracinda may pledge, or otherwise create one or more liens or
encumbrances on, all or any portion of the Shares, with respect to new
borrowings, existing borrowings, or otherwise.
3. Term. The term of this Agreement will commence on the date
----
written above and continue through the last date on which any payment is due
hereunder, unless terminated sooner in accordance with paragraph 4. Following
the determination of the Incremental Value under paragraph 1(b)(i) and the
making of any required payment with respect thereto, Tracinda shall have no
further obligation to Participant with respect to the Shares or any sale or
other disposition thereof.
4. Termination. (a) This Agreement may be terminated by mutual
-----------
agreement of Tracinda and Participant.
(b) This Agreement may be terminated by Tracinda if Participant
(i) shall contact the Company or any person affiliated with or representing the
Company or shall take any other action with respect to or involving the Company
or Tracinda's investment in the Common Stock, other than as specifically
requested by Tracinda pursuant to the Consulting Agreement; provided, that (A)
--------
Participant may purchase or sell shares of Common Stock in compliance with
applicable securities laws so long as, after giving effect thereto, none of
Tracinda, Participant, any other person or entity that is or may be deemed a
member of a group with Tracinda (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934), nor any group of which any of the foregoing is
a member, shall be deemed an "Acquiring Person" within the meaning of the
Amended and Restated Rights Agreement, dated as of December 14, 1990 and amended
as of December 1, 1994, between the Company and First Chicago Trust Company of
New York, as Rights Agent (the "Rights Agreement"), or within the meaning of any
other similar agreement or plan adopted by or entered into by the Company and
(B) Participant may respond to contacts made by the Company solely with respect
to matters relating to his prior employment or consulting services with the
Company and may contact the Company with respect to matters relating to his
existing options to purchase Shares; or (ii) shall fail to notify Tracinda
promptly as to any facts or events within his control that would require an
amendment to the Schedule 13D filed by the Offeror, Participant and others with
respect to the Company. Participant may rely on public filings in order to
determine who is or
3
<PAGE>
may be deemed a member of a group with Tracinda. Participant expressly
acknowledges that, under the Rights Agreement as publicly disclosed as of the
date hereof, an "Acquiring Person" is generally defined as any Person who or
which, together with all Affiliates and Associates of such Person, is the
Beneficial Owner of 15% or more of the outstanding Common Stock of the Company
(with capitalized terms being as defined in the Rights Agreement).
(c) This Agreement may be terminated by Tracinda upon a material
breach by Participant of the Consulting Agreement. This Agreement may not be
terminated by Tracinda as a result of a termination of the Consulting Agreement
by Tracinda pursuant to paragraph 8 thereof (other than following a material
breach of the Consulting Agreement by Participant).
(d) Upon a termination of this Agreement pursuant to this paragraph
4, Tracinda shall have no further obligation to Participant with respect to the
Shares (or Other Property with respect thereto) or any sale or other disposition
of Shares (or Other Property with respect thereto).
(e) Participant's rights under this Agreement shall not terminate
if Participant dies prior to termination of this Agreement.
5. No Lien on Shares. The rights of Participant hereunder constitute
-----------------
an unsecured general obligation of Tracinda. Participant shall not have, and
this Agreement shall not be deemed to create, any security interest, lien or
other encumbrance of any kind whatsoever, or any legal or equitable interest of
any kind whatsoever, in or with respect to the Shares.
6. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the internal laws of the State of Nevada.
7. Notices. Any notice hereunder shall be effective if in writing
-------
and delivered by confirmed facsimile transmission or by overnight courier (with
proof of delivery), as follows:
To Tracinda:
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Facsimile: (702) 737-1177
4
<PAGE>
To Participant:
Lee A. Iacocca
30 Scenic Oaks Drive
South Bloomfield Hills, Michigan 48013
or to such other address as may be specified by any party hereto in accordance
with this paragraph.
8. Headings. The paragraph and other headings in this Agreement are
--------
inserted solely as a matter of convenience and for reference and are not a part
of this Agreement.
9. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10. Entire Agreement/Written Modification. The terms and provisions
-------------------------------------
of this Agreement and the Consulting Agreement constitute the entire agreement
between the parties and shall supersede all previous communications,
representations or agreements, either verbal or written, between the parties
hereto with respect to this subject matter. This Agreement may not be enlarged,
modified or altered except in writing signed by the parties.
11. Expenses. Tracinda agrees to pay all reasonable legal fees of
--------
counsel to Iacocca in connection with the negotiation, execution and performance
of this Agreement and the review of any joint Schedule 13D filings of Tracinda
and Iacocca, and the transactions contemplated hereby (other than as provided
under the Consulting Agreement).
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
TRACINDA CORPORATION
By:__________________________
Name:
Title:
_____________________________
Lee A. Iacocca
6
<PAGE>
VALUE SHARING AGREEMENT
AGREEMENT made as of June 24, 1995 (this "Agreement") by and between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and Alfred Boyer
("Participant").
WHEREAS, in consideration of the consulting services being provided by
Participant to Tracinda as contemplated by the Consulting Agreement of even date
herewith, between Tracinda and Participant (the "Consulting Agreement"), and in
addition to the consideration payable thereunder, Tracinda and Participant
desire to enter into an agreement pursuant to which Participant will share a
portion of the enhancement in the value of certain investments of Tracinda, as
more fully set forth herein and subject to the terms and conditions hereof;
NOW, THEREFORE, the parties hereto agree as follows:
1. Participation. (a) On the terms and subject to the conditions
-------------
hereof, Participant shall be entitled to receive one percent (1%) of the
Incremental Value (as defined below) with respect to an aggregate of 32,000,000
shares (the "Shares") of Common Stock, $1.00 par value (the "Common Stock"), of
Chrysler Corporation (the "Company") held by Tracinda, or, if the Shares (or any
portion thereof) are exchanged for any property other than cash ("Other
Property"), one percent (1%) of the Incremental Value with respect to such Other
Property.
(b) For purposes of this Agreement, "Incremental Value" means:
(i) (x) The excess, if any, of (A) the average of the Fair
Market Value (as defined below) of a Share (or of Other Property received per
Share) on each of the 20 trading days immediately preceding the fourth
anniversary of the date of this Agreement over (B) $47.00 (the "Base Price"),
multiplied by (y) 32,000,000 minus the number of Sold Shares (as defined below);
and
(ii) With respect to any of such 32,000,000 Shares (or Other
Property with respect thereto) that are sold by Tracinda for cash and such sale
is consummated while this Agreement remains in force and prior to the fourth
anniversary of the date of this Agreement, the excess, if any, of (x) the actual
net cash proceeds received by Tracinda upon the sale of such Shares or Other
Property over (y) (A) the Base Price, multiplied by (B) the number of Shares
covered by such sale (or, in the case of a sale of Other Property, the number of
Shares for which the Other Property covered by such sale was exchanged) (the
"Sold Shares"), provided, that if any sale occurs within six months from the
date hereof, clause (x) above shall instead be the Fair Market Value of an
equivalent number of Shares on the date that is six months and one day from the
date hereof, but in no event greater than the actual net proceeds received by
Tracinda upon the sale of such Shares.
<PAGE>
(c) In the event of any merger, consolidation, reorganization,
recapitalization, reclassification, stock split, reverse stock split or similar
transaction involving the Shares, the number of Shares and/or the Base Price (as
applicable) shall be appropriately adjusted.
(d) For all purposes of this Agreement, the Shares shall not be
segregated from other shares of Common Stock held by Tracinda, it being
understood that any sale of Common Stock consummated while this Agreement
remains in force and prior to the fourth anniversary of the date of this
Agreement, up to a maximum of 32,000,000 shares of Common Stock, shall be deemed
a sale of Shares for purposes of paragraph 1(b)(ii).
(e) Incremental Value shall not be reduced or offset by the amount, if
any, by which the actual net cash proceeds received by Tracinda for any sale of
Shares (or Other Property with respect thereto) is less than the Base Price
multiplied by the number of Shares covered by such sale (or, in the case of a
sale of Other Property, the number of Shares for which the Other Property
covered by such sale was exchanged), but any such Shares shall nonetheless be
considered Sold Shares for purposes of paragraph 1(b)(i).
(f) Any payment due to Participant pursuant to this paragraph shall be
paid to Participant, in the case of paragraph 1(b)(i), on the 30th day after the
fourth anniversary of the date hereof and, in the case of paragraph 1(b)(ii), on
the 30th day after receipt by Tracinda of the net proceeds of such sale (or, in
the case of a sale within six months from the date hereof, on the 30th day after
the date that is six months and one day from the date hereof).
(g) "Fair Market Value" shall mean, for any date, the mean between the
high and low sales price on such date, or if no sales price is available for
such date, the mean between the closing bid and asked prices for such date, for
the Common Stock or Other Property (i) as reported by the principal national
securities exchange in the United States on which the Common Stock or Other
Property is then traded, or (ii) if not traded on any such national securities
exchange, as quoted on an automated quotation system sponsored by the National
Association of Securities Dealers. If the Common Stock or Other Property is not
readily tradable on a national securities exchange or any system sponsored by
the National Association of Securities Dealers, the Fair Market Value of the
Common Stock and/or Other Property shall be determined by a nationally
recognized, independent investment banking firm selected by Tracinda in its sole
discretion.
2. Control Over Shares. Participant expressly acknowledges that
-------------------
Tracinda retains the right, in its sole discretion, to make all investment and
other decisions with respect to the Shares, its investment in the Company, or
otherwise with respect to the Company, including without limitation the sole
right to determine whether
2
<PAGE>
and/or when to sell or otherwise dispose of any Shares and the consideration to
be received in any such sale or other disposition, whether to enter into, or to
approve or disapprove (including voting the Shares for or against) any merger,
consolidation, reorganization, recapitalization, reclassification, stock split,
reverse stock split or other extraordinary transaction involving Tracinda and/or
the Company. Participant further expressly acknowledges that Tracinda has no
obligation whatsoever to attempt to maximize Incremental Value as defined in
this Agreement, and may make all such investment and other decisions without
regard for the effect of such decisions under this Agreement. Without limiting
the foregoing, Tracinda may pledge, or otherwise create one or more liens or
encumbrances on, all or any portion of the Shares, with respect to new
borrowings, existing borrowings, or otherwise.
3. Term. The term of this Agreement will commence on the date
----
written above and continue through the last date on which any payment is due
hereunder, unless terminated sooner in accordance with paragraph 4. Following
the determination of the Incremental Value under paragraph 1(b)(i) and the
making of any required payment with respect thereto, Tracinda shall have no
further obligation to Participant with respect to the Shares or any sale or
other disposition thereof.
4. Termination. (a) This Agreement may be terminated by mutual
-----------
agreement of Tracinda and Participant.
(b) This Agreement may be terminated by Tracinda if Participant
(i) shall contact the Company or any person affiliated with or representing the
Company or shall take any other action with respect to or involving the Company
or Tracinda's investment in the Common Stock, other than as specifically
requested by Tracinda pursuant to the Consulting Agreement; provided, that
--------
Participant may purchase or sell shares of Common Stock in compliance with
applicable securities laws so long as, after giving effect thereto, none of
Tracinda, Participant, any other person or entity that is or may be deemed a
member of a group with Tracinda (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934), nor any group of which any of the foregoing is
a member, shall be deemed an "Acquiring Person" within the meaning of the
Amended and Restated Rights Agreement, dated as of December 14, 1990 and amended
as of December 1, 1994, between the Company and First Chicago Trust Company of
New York, as Rights Agent (the "Rights Agreement"), or within the meaning of any
other similar agreement or plan adopted by or entered into by the Company; or
(ii) shall fail to notify Tracinda promptly as to any facts or events within his
control that would require an amendment to the Schedule 13D filed by Tracinda,
Participant and others with respect to the Company. Participant expressly
acknowledges that, under the Rights Agreement as publicly disclosed as of the
date hereof, an "Acquiring Person" is generally defined as any Person who or
which, together with all Affiliates and Associates of such Person, is the
Beneficial
3
<PAGE>
Owner of 15% or more of the outstanding Common Stock of the Company (with
capitalized terms being as defined in the Rights Agreement).
(c) This Agreement may be terminated by Tracinda upon a material
breach by Participant of the Consulting Agreement. This Agreement may not be
terminated by Tracinda as a result of a termination of the Consulting Agreement
pursuant to paragraph 9 thereof (other than following a material breach of the
Consulting Agreement by Participant).
(d) Upon a termination of this Agreement pursuant to this
paragraph 4, Tracinda shall have no further obligation to Participant with
respect to the Shares (or Other Property with respect thereto) or any sale or
other disposition of Shares (or Other Property with respect thereto).
(e) Participant's rights under this Agreement shall not terminate
if Participant dies prior to termination of this Agreement.
5. No Lien on Shares. The rights of Participant hereunder constitute
-----------------
an unsecured general obligation of Tracinda. Participant shall not have, and
this Agreement shall not be deemed to create, any security interest, lien or
other encumbrance of any kind whatsoever, or any legal or equitable interest of
any kind whatsoever, in or with respect to the Shares.
6. Sole Beneficiary. Participant represents and warrants that no
----------------
other person or entity has any right to share or participate in any of the
amounts to be paid to Participant hereunder.
7. Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the internal laws of the State of Nevada.
8. Notices. Any notice hereunder shall be effective if in writing
-------
and delivered by confirmed facsimile transmission or by overnight courier (with
proof of delivery), as follows:
To Tracinda:
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
Facsimile: (702) 737-1177
4
<PAGE>
To Participant:
Alfred Boyer
9665 Wilshire Boulevard, Suite 200
Beverly Hills, CA 90212
Facsimile: (310) 379-2813
or to such other address as may be specified by any party hereto in accordance
with this paragraph.
9. Headings. The paragraph and other headings in this Agreement are
--------
inserted solely as a matter of convenience and for reference and are not a part
of this Agreement.
10. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
11. Entire Agreement/Written Modification. The terms and provisions
-------------------------------------
of this Agreement and the Consulting Agreement constitute the entire agreement
between the parties and shall supersede all previous communications,
representations or agreements, either verbal or written, between the parties
hereto with respect to this subject matter. This Agreement may not be enlarged,
modified or altered except in writing signed by the parties.
12. Expenses. Tracinda agrees to pay all reasonable legal fees of
--------
counsel to Boyer in connection with the negotiation and execution of this
Agreement and the review of any joint Schedule 13D filings of Tracinda and Boyer
and the transactions contemplated hereby (other than as provided under the
Consulting Agreement).
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
TRACINDA CORPORATION
By:__________________________
Name:
Title:
_____________________________
Alfred Boyer
6
<PAGE>
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the undersigned that
the Schedule 13D, and any amendments thereto with respect to the beneficial
ownership by the undersigned of shares of Chrysler Corporation, is being filed
by Tracinda Corporation on behalf of each of the undersigned. This Agreement may
be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: June 26, 1995
By:/s/ Lee A. Iacocca
----------------------
Name: Lee A. Iacocca
By:/s/ Alfred Boyer
--------------------
Name: Alfred Boyer
TRACINDA CORPORATION
By: /s/ Anthony L. Mandekic
---------------------------
Name: Anthony L. Mandekic
Title: Secretary/Treasurer
