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Exhibit 10.4
Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, TN 38125
(901) 252-5000
www.TNB.com
THOMAS&BETTS
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September 18, 2000
Mr. Clyde R. Moore
9258 Forest Hill Lane
Germantown, TN 38139
Dear Clyde:
Outlined below are the terms and conditions of your separation from
Thomas & Betts Corporation ("Thomas & Betts"), which, upon your signature where
indicated below, shall constitute the separation agreement binding upon Thomas &
Betts and you.
1. You agree that your service as Chairman, Director and Chief
Executive Officer of Thomas & Betts is terminated effective as of August 9,
2000. You have been placed on an inactive employment status for the period from
August 9, 2000 to December 31, 2000 (the "Inactive Period").
2. Until the end of the Inactive Period, you will continue to
participate in all health and welfare benefit plans, pension benefit plans and
perquisite plans that are currently provided to you by Thomas & Betts.
3. Your Employment Agreement dated November 3, 1997 (the "Employment
Agreement") is hereby terminated and cancelled and shall be null and void as of
August 9, 2000.
4. Your termination date from Thomas & Betts shall be December 31,
2000, the date of the completion of the Inactive Period.
5. Following the last day of the Inactive Period, but no later than
January 12, 2001 you will receive a lump-sum severance payment in the amount of
$2,640,000 gross. This represents a payment equivalent to two times your annual
base salary, car allowance and target bonus of 75% of base.
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6. The Human Resources Committee (the "Human Resources Committee") of
the Board of Directors of Thomas & Betts (the "Board") has given the consent of
Thomas & Betts necessary to treat your termination of employment as an early
retirement for purposes of your stock option grants and has taken action
providing that all stock options granted to you by Thomas & Betts that remain
unexercised, regardless of when such stock options were granted, may be
exercised in full at any time within six (6) years after completion of the
Inactive Period, provided, however, that if such exercise occurs more than three
(3) months after completion of the Inactive Period, the option shall be treated
as a nonqualified stock option, and no option will extend beyond its expiration
date.
7. Regarding your Restricted Stock Awards, the Human Resources
Committee has determined that such awards shall not be forfeited upon completion
of the Inactive Period and has taken action providing that such awards granted
to you by Thomas & Betts that remain unvested, regardless of when such
Restricted Stock Awards were granted, be released to you as of the time the
restrictions lapse. It is intended that, in accordance with past practices, the
awards will be released as per the original schedules if you have not violated
either Section 15 or 19 below. Notwithstanding the foregoing provisions of this
Section 7, in the event of a "Change of Control," as such term was defined in
the Employment Agreement, the restrictions then in effect on all restricted
stock awards granted to you by Thomas & Betts shall lapse and all shares subject
to such awards shall be released to you.
8. The Human Resources Committee has approved an additional grant of
benefits under the Thomas & Betts Executive Retirement Plan ("Retirement Plan"),
as follows: Your benefits under the Retirement Plan shall be calculated under
Section 2.05(b) of the Retirement Plan with the addition of five (5) years of
age and credited service such that you shall be credited with a total of twenty
(20) years, and such additional months as appropriate, of service.
9. Thomas & Betts will maintain your corporate membership at
Southwind Country Club as long as you maintain your primary residence in the
Memphis area or for a maximum of two years following completion of the Inactive
Period, whichever is shorter.
10. You will retain use of your cell phone during the Inactive Period,
and said account will be transferred to your personal account on January 1,
2001.
11. Your computer and peripheral equipment will be transferred to you
as personal property.
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12. Until December 31, 2005 or the date you relocate your primary
residence outside the Memphis area, whichever is sooner, you may continue to use
the services of the Thomas & Betts Travel Department. All expenses relating to
such usage will be billed directly to you.
13. During the Inactive Period, you will provide consulting services
to Thomas & Betts as may be reasonably requested from time to time both to
facilitate the transition of the business as well as on other matters within
your competence, knowledge and experience.
14. Upon the completion of the Inactive Period, your retirement
benefits shall be as follows:
(a) Executive Retirement Plan benefits as outlined in Section
8 above, which in no event shall be less than the amounts shown in
Attachment A;
(b) Medical and dental coverage, for you, Sherry and, so long
as he qualifies as a covered dependent, Chris, commencing on the day
following your termination date subject to the provisions of Section 16
below. Note that when you become eligible for Medicare, the plan
provided by Thomas & Betts will become your secondary plan. The plan
benefits will be based upon then-current plan offerings made available
to active employees of Thomas & Betts, however, a contribution will not
apply, so that Thomas & Betts will pay all premiums (including employee
contributions) for such medical and dental coverage. As you know, such
plans may be changed from time to time and such changes in plan design
will be applied to you in the same manner they are applied to our
active employee participants with the exception that no contribution
will be required to be made by you;
(c) Benefits under the Executive Life Insurance Plan shall be
provided in accordance with the plan document. That is, you have the
option of continuing the coverage by paying the premium directly; you
can allow the cash value of the policy to fund the premiums until it
runs out, or you can elect to take the cash value of the policy at the
time the premium becomes due. Specific information regarding these
options will be provided as soon as it is available; and
(d) Thomas & Betts agrees to indemnify and hold harmless you
and your legal representatives and successors to the fullest extent
permitted by the laws of the State of Tennessee with respect to any
judgement or other binding decision of any arbitrator, tribunal or
government agency arising at any time out of any event, action or
omission
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related to or in connection with your having been a director, officer
or employee of Thomas & Betts or having served as a director or
officer of another corporation or other organization at the request of
Thomas & Betts; provided, however, that this indemnification shall
apply in connection with a proceeding (or part thereof) initiated by
you only if such proceeding (or part thereof) was authorized by the
Board. This indemnification shall continue in full force and effect for
a period of not less than the duration of all statutes of limitations
applicable to such matters (or in the case of events, actions or
omissions giving rise to matters which have not been resolved prior to
the expiration of such period, until such matters are finally
resolved). Without limiting the foregoing, Thomas & Betts shall
periodically advance all expenses (including attorneys' and paralegals'
fees and other costs and expenses) as incurred with respect to the
foregoing to the fullest extent permitted by the laws of the State of
Tennessee, and you shall be defended by the counsel of your choice. You
shall not unreasonably withhold your consent to the settlement of any
claim for monetary damages for which you are entitled to be fully
indemnified hereunder. From and after the date hereof, Thomas & Betts
shall maintain in effect for at least five years following the
completion of the Inactive Period the policies of directors' and
officers' liability insurance to the extent currently maintained by
Thomas & Betts and under terms and conditions at least as favorable to
you, and in amounts at least as much, as those currently in effect as
to you. If you are otherwise entitled to indemnification under the
terms of this Section 14(d) Thomas & Betts shall indemnify you for any
deductible applicable under such policies. For the avoidance of doubt
(i) the indemnity and insurance referenced above shall apply only with
respect to your actions on behalf of Thomas & Betts and any entity for
which you served as an officer or director at the request of Thomas &
Betts (such as the National Electrical Manufacturers Association and
the Industry Data Exchange Association) and not to your actions on
behalf of other organizations which you may have served without the
request of Thomas & Betts (such as Kroger), (ii) the indemnity and
insurance shall only apply to claims arising from your actions prior to
August 9, 2000 and (iii) with respect to the commitment to continue,
for the stated five-year period, the policies of directors' and
officers' liability insurance to the extent currently maintained,
Thomas & Betts is not required to provide coverage that is any more
extensive than the existing coverage under such policies in terms of
events and entities covered and amounts of coverage.
15. You will refrain, directly or indirectly, from being employed by,
engaging in or rendering service of any nature to a business which represents a
principal and direct competitor of the business of Thomas & Betts or any
affiliate or subsidiary for a period of two years after completion of the
Inactive Period
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unless you obtain our prior written consent. You also acknowledge that during
your employment you developed, acquired and had access to substantial highly
confidential operations, legal, technical and financial information. You
agree that you shall retain all such confidential information in trust in a
fiduciary capacity for the sole benefit of Thomas & Betts and will not by any
means divulge, use, or permit any third party to use any such confidential
information except with the written approval of the Chairman and Chief
Executive Officer of Thomas & Betts or except to the extent that such
confidential information (i) becomes a matter of public record or is
published in a newspaper, magazine or other periodical or on electronic or
other media available to the general public, other than as a result of your
act or omission, (ii) is required to be disclosed by any law, regulation or
order of any court or government regulatory commission, department or agency,
provided that you give notice of such requirement to Thomas & Betts to enable
Thomas & Betts to seek an appropriate protective order, or (iii) is required
to be used or disclosed by you to perform properly your duties under Sections
13 and 17 hereof. Nothing herein shall be construed as preventing you from
using in any subsequent employment or other endeavor your talents, skills,
knowledge or expertise that you may have gained, developed or retained as a
result of your employment by Thomas & Betts provided that you do not use or
disclose any confidential information of Thomas Betts and you do not
otherwise violate the first sentence of this Section 15.
16. You will notify us upon acceptance of any offer of employment
obtained. In such event, the following will apply:
(a) Comprehensive coverage for medical and dental benefits
will cease as of the date you become eligible to participate in such
plans of any one or more subsequent employers providing standard
benefits and offered generally to employees of the employer; provided,
however, that (i) if such plans of any subsequent employer provide
coverage which is less favorable to you or your dependents in terms of
benefits than the coverage provided under the Thomas & Betts plans
(including any limitation on coverage of a pre-existing condition),
then the coverage described in Section 14(b) above will continue
uninterrupted, but will be secondary to the coverage provided under the
plans of any such subsequent employer, and (ii) the coverage described
in Section 14(b) above will, in any case, resume as the primary
coverage commencing as of the date you are no longer eligible for
coverage under such plans of any such subsequent employer. If you are
eligible for continuation of the coverage provided under such plans of
any such subsequent employer pursuant to COBRA, you shall notify Thomas
& Betts and at the written direction of Thomas & Betts you will elect
such COBRA benefit continuation for the full period such continuation
is available and Thomas & Betts will pay to you in advance the cost of
the COBRA premiums you incur for the COBRA
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continuation coverage. If such COBRA continuation coverage is provided
to you but is less favorable to you or your dependents in terms of
benefits than the coverage provided under the Thomas & Betts plans
(including any limitation on coverage of a pre-existing condition) your
coverage under the Thomas & Betts plan will continue as secondary to
such COBRA coverage until the termination of such COBRA coverage, at
which time your Thomas & Betts coverage will resume as primary.
Notwithstanding anything to the contrary, your Thomas & Betts benefits
will be secondary to your Medicare benefits after the date you become
eligible for Medicare.
(b) You will secure from your new employer an agreement to
make you available at reasonable times in order to fulfill your
obligations under Section 17 of this agreement.
17. You agree to cooperate fully in any investigation or other legal
proceeding requested by Thomas & Betts with respect to any matter that arose
during your employment with Thomas & Betts or which may involve matters within
your knowledge. If any claims are asserted by Thomas & Betts or an affiliate
against a third party or by a third party against Thomas & Betts (including its
affiliated entities), with respect to any matter that arose during your
employment or about which you have any knowledge or information, you will
cooperate fully in the prosecution or defense of such claims by Thomas & Betts
and its affiliated entities. Thomas & Betts will to the extent commercially
practicable pay, but will in any case reimburse, all reasonable expenses you
incur in fulfilling your duties under this Section 17.
18. You agree that except as may be required of you by a court or a
government investigation you will not make any communication regarding Thomas &
Betts, its affiliates or any officer, director or employee of Thomas & Betts or
its affiliates which may be detrimental to the business, reputation or image of
Thomas & Betts or its affiliates or disparaging of any such individual. Thomas &
Betts agrees that it will instruct each of its officers and directors not to
make any disparaging communication regarding you, and no director, officer or
employee of Thomas & Betts will be authorized by Thomas & Betts to make any such
disparaging communications regarding you.
19. From the date hereof until the second anniversary of the
completion of the Inactive Period (the "Non-Solicitation Period"), you will not
solicit or recruit or hire as an employee or consultant any individual who
serves or has served as an active employee of Thomas & Betts or an affiliated
entity at any time during the Non-Solicitation Period, unless you have received
the prior written consent of Thomas & Betts. Any request you make to Thomas &
Betts for such consent will be considered promptly in good faith by Thomas &
Betts and will be
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denied only after Thomas & Betts has determined, in its sole discretion, that
such consent would jeopardize important confidential information of Thomas &
Betts.
20. Notwithstanding anything to the contrary contained herein or in
any other agreement or document, if you violate the provisions of either Section
15 or 19 above, then without limiting Thomas & Betts' right to seek other
appropriate damages and equitable relief, Sections 6 and 7 shall be void ab
initio (as if they never existed), you shall not be entitled to the benefits
provided under those Sections and Thomas & Betts will be entitled to take any
and all action to cancel and terminate such benefits.
21. This agreement shall be binding upon and inure to the benefit of
any successor or assignee of Thomas & Betts.
22. This agreement shall be construed in accordance with and governed
by the laws of the State of Tennessee.
23. Nothing contained in this agreement shall supersede or eliminate
any other retirement or other benefit to which you are entitled; the benefits
provided herein are in addition to any other benefits to which you would
otherwise be entitled. To the extent any benefit conferred here may be
inconsistent with any practice or policy maintained by the Company, the
provisions of this letter shall be controlling.
Please indicate your acceptance and agreement to the terms hereof by
signing in the space provided below.
Sincerely,
Thomas & Betts Corporation
/s/ T. Kevin Dunnigan
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By: T. Kevin Dunnigan
Chairman and CEO
Agreed: /s/ Clyde R. Moore
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Clyde R. Moore
Date: 9-18-00
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