Exhibit 10 (C)
May 1, 1998
Board of Directors
Arvin Industries, Inc.
One Noblitt Plaza
Columbus, Indiana 47201
Gentlemen:
This letter will serve to set forth the agreement under which I shall continue
to be employed by Arvin Industries, Inc. (the "Company").
1. The Company shall employ me on a full-time basis, during an initial term
commencing May 1, 1998 to and including April 30, 2001, provided, however,
that said initial term shall be automatically extended for one additional
year on May 1 of each year commencing May 1, 1999, unless either party
hereto gives written notice of termination of such automatic extension at
least three (3) months prior to May 1, 1999, or as the case may be, any
subsequent May 1, in which event this Agreement shall terminate at the end
of the three-year term in effect at the time such notice is given, subject,
however to such earlier termination of this agreement as may occur pursuant
to paragraphs 4 and 5 hereof. Said initial term and automatic extensions
thereof are hereinafter referred to as the "employment period". During the
employment period, I shall serve as President and Chief Executive officer
of the Company or such other executive position(s) appropriate to my
training, qualifications and experience, as the Board of Directors shall
from time to time determine, and I shall devote my full time and attention
during usual business hours exclusively to the business of the Company
except during usual vacation periods. All services to be performed by me
hereunder shall be in Columbus, Indiana. It is also our understanding that
the Board of Directors will use its best efforts to insure that I shall be
a member of the Board of Directors during the employment period.
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Letter to Board of Directors
May 1, 1998
Page 2
2. During the employment period, the Company shall pay to me
compensation, notwithstanding the particular executive position held
by me, consisting of an annual salary of at least $600,000.00 plus
such additional compensation, in the form of bonus payments or
otherwise, as may be determined from time to time by the Board of
Directors. Any increases in annual salary approved by the Board of
Directors shall be added to the minimum annual salary provided for
herein. In the event this agreement is terminated as described in
Section Number 1 of this letter, bonus payments as well as base salary
would continue for the duration of the agreement. Bonus payments would
be the average annual bonus paid over the three years prior to the
year in which the agreement was terminated. In addition, I would have
the option of taking the total severance benefit, base salary and
bonus, as a lump sum. If the lump sum option is chosen, all company
benefits will end upon payment of said lump sum. If the salary and
bonus payments continue over the remaining term of the agreement, all
employee benefits continue, including existing stock options, as if I
were an active employee.
3. During the employment period, the Company shall reimburse me for
all expenses necessarily and reasonably incurred by me in connection
with the business of the Company. I shall be eligible to participate
in any profit sharing plan, incentive or bonus plan, deferred
compensation plan, annuity plan, pension plan or other retirement
plan, group life insurance or other insurance plan, medical expense
plan, stock option plan and any other benefit plan maintained and
offered by the Company to its executives.
4. In the event that during the employment period I am unable for a
continuous period of three months (or for such longer period, not to
exceed one year, as the Board of Directors in its sole discretion
shall determine) to perform my assigned duties for the Company because
of serious illness or other incapacity, then this Agreement shall
terminate and thereafter, I shall be entitled to the benefits of the
Company's then existing disability program.
5. In the event of my death, voluntary retirement or upon termination of
the employment period, whichever shall first occur, this Agreement
shall terminate. Other than as provided in paragraphs 4 and 5 hereof,
this Agreement is not terminable by either of the parties hereto.
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Letter to Board of Directors
May 1, 1998
Page 3
6. I shall not at any time during the employment period acquire a
financial interest in or participate in the operation or management of
business which is competitive with any activity of the Company or any
of its subsidiaries. Nothing contained herein, however, shall prohibit
me from purchasing for investment stock or other securities of any
corporation whose securities are listed upon any recognized securities
exchange or traded on the over-the-counter market or from making any
investment in a non-competing business or from becoming a director of
any corporation conducting a non-competing business.
7. In the event the Company shall at any time be merged or consolidated
into any other corporation, or if substantially all of the assets of
the Company are transferred to another Corporation, the provisions of
this Agreement shall be binding upon and inure to the benefit of the
successor corporation. This provision shall also apply in the event of
any subsequent merger, consolidation or transfer of assets.
8. My rights and benefits hereunder shall not be subject to voluntary or
involuntary assignment or transfer.
If this Agreement is acceptable, please sign where indicated and return an
executed counterpart to me.
Sincerely,
---------------------------
V. William Hunt
President and CEO
Agreed to and accepted for Arvin industries, Inc.
By: ______________________________
Byron O. Pond
Chairman of the Board
By: ______________________________
Dr. Steven C. Beering
Human Resources Committee
Arvin Board of Directors
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