EXHIBIT 10.27
[THOMAS & BETTS CORPORATION LETTERHEAD]
July 11, 2000
Mr. John Janulis
2240 Lake Page Drive
Collierville, TN 38017
RE: EMPLOYMENT STATUS AND CONDITIONS OF
RETIREMENT WITH THOMAS & BETTS
Dear John:
To clarify our prior discussions, I have outlined below the terms and conditions
of your continued employment status as well as your retirement from Thomas &
Betts Corporation:
1. Late last year you communicated your plans to retire from Thomas & Betts
sometime in 2000. At that time you agreed to remain in your position as
Vice President, Corporate Controller until a replacement could be
named. With the recent appointment of Ken Fluke, it is understood and
agreed that you will assist Ken in an appropriate transition period.
Following the satisfactory transition of duties, you will remain with
Thomas & Betts in the position of Vice President, Special Projects until
such time as you and I agree that your services can be terminated. The
timeframe for this assignment is expected to conclude during the fourth
quarter of 2000, but in no instance will exceed beyond December 15, 2000.
Following the completion of your assignment as Vice President, Special
Projects, you will be placed on an inactive employment status for a period
up to June 30, 2001. Your retirement will be effective upon the
termination of the inactive employment status.
2. During the active and inactive period specified above, you will continue to
participate in all benefit and perquisite plans that are currently
provided to Corporate Officers of Thomas & Betts. This shall include
restricted stock and stock options and any earned bonus granted or paid at
any time by the Company during your employment by the Company in fiscal
year 2000, but specifically excludes restricted stock and stock options
granted in 2001. Such bonus shall be paid on the normal payment date,
currently estimated to be in March 2001, without deferral or adjustment as
might otherwise be provided under the new EVA incentive plan for "banked"
amounts. Your Employment Agreement dated November 3, 1997 shall remain in
effect to the date that your active employment ceases (i.e. December 15,
2000), and if a "Change-of-Control" as defined therein occurs prior to
this date, then in addition to the provisions of this Agreement you shall
also have all rights granted under such
Employment Agreement on the same basis as if your employment agreement was
terminated voluntarily for "Good Reason" as defined in Section 6(c)
therein.
3. Your retirement date from Thomas & Betts shall be the day immediately
following the completion of your period of inactive employment, as
described above.
4. Upon your retirement, which is with the consent of the Company for all
purposes, all Stock Options which will at the time have been granted to you
will be treated in accordance with the Grant Agreement. Specifically,
Options may be exercised in full at any time within six (6) years of the
date of retirement, 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 during your service with the corporation be released
to you as of the time the restrictions lapse. As you know, the release of
these awards is at the sole discretion of the Human Resource Committee. 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 and/or 11 below. In the event of a Change-of-Control, as referenced
above, the restrictions on all previously unvested shares shall
immediately lapse and become vested, and all unvested options shall
similarly immediately vest.
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 three years and six months of credited service and age. In
determining any Actuarial Equivalent under the Retirement Plan, the "PBGC
Interest Rate," as otherwise defined in the Retirement Plan, shall be no
greater than the actual PBGC Interest Rate in effect on the date of this
letter.
7. During the period of inactive employment described above in paragraphs 1
and 2, you will provide consulting services to the corporation as may be
reasonably requested from time to time both to facilitate the transition of
your successor as well as on other matters within your competence,
knowledge and experience.
8. With the successful completion of the employment terms set forth above,
upon the conclusion of the period of inactive employment, your retirement
benefits shall be as follows:
a. Executive Retirement Plan benefits as outlined in paragraph 6 above.
b. Comprehensive medical and dental coverage, for you and your spouse,
Jacqulyn, up to January 3, 2008. 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 period of coverage, you will have the option to continue
medical and dental benefits as available through the Consolidated
Omnibus Benefits Reconciliation Act (COBRA).
Benefits under the Executive Life Insurance Plan shall be provided in
accordance with the plan document.
c. 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 retirement.
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 retirement unless you obtain
our prior written consent, which consent will not be unreasonably withheld
where your services for such business would not directly relate to
competitive activities. 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 agree to cooperate fully in any investigation 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. If these efforts on your part occur after the
effective date of your retirement, you will receive reasonable compensation
for such efforts.
11. 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 which the Board's Human Resources Committee would otherwise
approve.
12. Your obligations under Sections 9, 10 and 11 above shall be contingent on
the approval by the Human Resource Committee of your additional pension
benefit as described in Section 6 above.
13. This agreement shall be binding upon and inure to the benefit of any
successor or assign of the Corporation.
14. This agreement shall be construed in accordance with and governed by the
laws of the State of Tennessee.
15. 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.
John, I wish you much happiness as you enter this new phase of your life.
Sincerely,
/s/ JOHN P. MURPHY
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John P. Murphy
Sr. Vice President and CFO
Agreed: /s/ JOHN L. JANULIS
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John J. Janulis
Date: July 23, 2000
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