EXHIBIT 10.29
[THOMAS & BETTS CORPORATION LETTERHEAD]
December 1, 2000
Mr. Gregory M. Langston
9528 Ednam Cove
Germantown, TN 38139
RE: EMPLOYMENT STATUS AND CONDITIONS OF
TERMINATION FROM THOMAS & BETTS
Dear Greg:
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 January 1, 2001, you will continue to be employed by Thomas & Betts.
During this time, you will be available by telephone or upon request in
person to assist in our efforts to transition the international business to
the new structure as well as on other matters within your competence,
knowledge and experience. Following the completion of your employment
period, you will be terminated.
2. Your Employment Agreement dated November 3, 1997 is considered to be null
and void as of January 1, 2001.
3. You will receive a one-time, lump sum severance payment in the amount of
$450,000 gross in the pay period immediately following your termination. In
addition, you will receive payment for any earned and unused and/or accrued
vacation benefits.
4. At the time of the above payment a deduction will be made representing full
repayment of the outstanding loan in the amount of $3,348 as documented in
the attached Promissory Note. In addition, the $50,000 loan payment made to
you in May of 1998 is forgiven.
5. 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 January 1, 2001 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.
6. 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 January 1,
2001 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
10, 11, 12, 13 and 14 below.
7. I have recommended and the Human Resource 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 Plan with the
addition of five (5) years of credited service such that you shall be
credited with a total of eleven (11) years, and such additional months as
appropriate, of service.
8. 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 7
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
11. 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).
9. 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.
10. You will notify Thomas & Betts if you are 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
two years from the date of your termination. You have agreed with the
obligations set forth in the Employment Proprietary Information and
Invention Agreement (a copy of which is attached as Attachment B). The
Company hereby waives any and all restrictions of non-compete as set forth
in paragraph 8 of the Agreement, however, you understand and agree that the
waiver of this paragraph in no way affects any obligation you have under
any other provisions of the Employment Proprietary Information Agreement.
You 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.
11. 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. In the event the coverage provided by your new employer
includes any limitation on coverage of a pre-existing condition, then
your coverage for that condition under the Thomas & Betts plan will
continue uninterrupted, but will be secondary to the coverage provided
under the plans of your new employer.
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 12 of this agreement.
12. 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.
13. 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.
14. 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.
15. 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,
/s/ T. KEVIN DUNNIGAN
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T. Kevin Dunnigan
Chairman and C.E.O.
Agreed: /s/ GREGORY M. LANGSTON
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Gregory M. Langston
Date: January 9, 2001
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