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August 16, 2000
Mr. Gary R. Stevenson
8854 Silverbank Drive
Germantown, Tennessee 38138
Re: Employment Status and Conditions of
Termination from Thomas & Betts
Dear Gary:
To clarify our prior discussion, I have outlined below the terms and
conditions of your continued employment status as well as your termination
from Thomas & Betts Corporation:
1. Until September 30, 2000, you will continue to be employed by
Thomas & Betts. During this time you will continue to assist in our
efforts to divest the Aster and DataCom businesses and you will provide
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.
Following the completion of your employment period, you will be terminated.
2. As previously communicated to you, your Employment Agreement dated
November 3, 1997 is considered to be null and void as of July 14, 2000.
3. You will receive a one-time, lump sum severance payment in the amount of
$300,000 gross in the pay period immediately following your termination.
4. Upon your termination, which is with the consent of the Company for all
purposes, all Stock Options which will at the time have been granted to
you by the Corporation prior to your termination on September 30, 2000
will be treated as a 'retirement' in accordance with the Grant Agreement.
Specifically, Options may be exercised in full at any time within six
(6) years of the date of termination, provided, however, that if such
exercise occurs more than three (3) months after the date of such
retirement, the Option shall be treated as a nonqualified stock option.
Options cannot extend beyond their expiration date.
5. Regarding your Restricted Stock Awards, I will recommend to the Human
Resource Committee of the Corporation's Board of Directors that the awards
granted to you by the Corporation prior to your termination on
September 30, 2000 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
Sections 9, 10, 11, 12 and/or 13 below.
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6. I will also recommend that the Human Resource Committee approve 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 Plan
with the addition of thirteen (13) years of credited service such that
you shall be credited with a total of twenty-seven (27) years, and such
additional months as appropriate, of service.
7. With the successful completion of the employment terms set forth above,
and upon the conclusion of the period of inactive employment, your
benefits shall be as follows:
a. Executive Retirement Plan benefits as outlined in paragraph 6
above. A preliminary calculation is provided (Attachment A).
b. Comprehensive medical and dental coverage, for you and your current
covered dependents, for a period of five years commencing on the day
following your termination date subject to the provisions of
section 10. The plan benefits and their costs will be based upon
then-current plan offerings made available to active employees of
Thomas & Betts. As you know, such plans may be changed from time to
time and such changes in plan design, and/or participant contribution
levels, will be applied to you in the same manner they are applied to
our active employee participants.
Following this five-year period of coverage, you will have the option
to continue medical and dental benefits as available through the
Consolidated Omnibus Benefits Reconciliation Act (COBRA).
8. The Company shall provide indemnification as currently in effect, and shall
maintain Directors' and Officers' Liability coverage under terms and
conditions at least as favorable to you, and in amounts at least as much,
as those currently in effect; however, such coverage shall in any event be
maintained for a minimum period of five (5) years following your
termination.
9. You will refrain, directly or indirectly, from being employed by, engaging
in or rendering service of any nature to any business competitive with the
business of the corporation or any affiliate or subsidiary for a period of
five years from the date of your termination unless you obtain our prior
written consent, which consent will not be unreasonably withheld. 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 the Company 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 Company's Chief Executive Officer.
10. 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
upon your participation in such plans by your new employer if
available.
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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 11 of this agreement.
11. You agree to cooperate fully in any investigation or other legal proceeding
requested by the corporation with respect to any matter that arose
during your employment with the corporation or which may involve matters
within your knowledge. If any claims are asserted by or against the
corporation (including its subsidiaries and 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
corporation's prosecution or defense of such claims.
12. You specifically agree that you will not make any disparaging remarks,
verbally or in writing, about the corporation, its officers, directors,
shareholders, its policies, practices and customs, its products,
strategies, or otherwise. It is expressly understood that your violation
of this undertaking may adversely affect the future vesting of shares and
options and the receipt of funds due to be paid upon the completion of
your employment which the Board's Human Resources Committee would
otherwise approve.
13. You understand and agree that you will refrain from recruiting and/or
hiring any employee of Thomas & Betts and its affiliates for a period of
three years following the completion of your active employment status.
14. This agreement shall be binding upon and inure to the benefit of any
successor or assignee of the Corporation.
15. This agreement shall be construed in accordance with and governed by the
laws of the State of Tennessee.
16. 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.
Sincerely,
T. Kevin Dunnigan
Chairman and C.E.O.
Agreed: __________________________
Gary R. Stevenson
Date: __________________________
