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EXHIBIT 10.20
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (this "Agreement"), is entered into as of
March 6, 1997 by the following:
(i) William P. Rutledge, an individual (hereinafter "Rutledge");
and
(ii) Allegheny Teledyne Incorporated, a Delaware corporation
("ATI"), Teledyne, Inc., a Delaware corporation (the
"Company"), Allegheny Ludlum Corporation, a Pennsylvania
Corporation ("ALC"), for themselves and on behalf of their
respective parents, subsidiaries and affiliates (together
with the ATI, the Company and ALC, collectively, the "Company
Parties").
RECITALS
A. WHEREAS, Rutledge is a party to various agreements with certain of
the Company Parties, including (i) various non-qualified stock option
agreements with the Company (collectively, the "Option Agreements"), and (ii)
various other agreements or arrangements with certain of the Company Parties
(all such agreements or arrangements other than the Option Agreements
collectively, the "Rutledge Agreements"), including without limitation the
employment, severance and similar agreements; and
B. WHEREAS, Rutledge currently serves as a director and officer of ATI
and the Company;
C. WHEREAS, Rutledge has now decided to pursue other opportunities;
D. WHEREAS, ATI desires to have the benefit of Rutledge's services as
a consultant regarding its non-metals business and as a director of Teledyne
Industries International, Inc. ("TIII") for a period following the date hereof;
and
E. WHEREAS, subject to the terms and conditions of this Agreement,
Rutledge and the Company Parties wish (i) to provide for the termination of the
employment and other relationships (except as otherwise set forth herein)
between Rutledge, on the one hand, and each of the Company Parties, on the
other, (ii) to set forth the terms of the severance due to Rutledge in
connection with such termination, and (iii) to provide for Rutledge's continued
service to the Company as a consultant and director of TIII until April 1,
2000.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and releases set forth below, Rutledge and the Company
Parties hereby agree as follows:
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1. Termination of Employment; Release of Claims.
Subject to Rutledge's right to revoke his consent to this Agreement as
set forth in Paragraph 6 below:
a. Resignations and Termination of Employment. Effective upon
the execution of this Agreement (the "Effective Date"), Rutledge hereby resigns
from each position he holds as a director, officer or employee of ATI (and of
each direct and indirect subsidiary of ATI, except as to TIII as described
below) and ATI (on behalf of itself and its direct and indirect subsidiaries,
except as to TIII as described below) hereby accepts such resignation.
Notwithstanding the foregoing, until April 1, 2000 Rutledge shall serve as a
director of TIII, a wholly owned subsidiary of the Company and his services as
such will involve no managerial duties or responsibilities in addition to those
normally attendant to a director.
b. Release of Claims. As evidenced by their execution of
Attachment A hereto (which attachment is an integral part of this Agreement),
Rutledge, Rutledge's spouse and the Company Entities (as defined in said
Attachment A) hereby give the releases set forth in Attachment A. By the
releases set forth therein, Rutledge and Rutledge's spouse shall release all
claims against the Company Entities (except as otherwise set forth in this
Agreement), in consideration of the payment of the Severance Amount set forth
below and the releases given by the Company Entities in Attachment A.
2. Severance Arrangements.
a. Severance Payment. Unless Rutledge has revoked his consent
to this Agreement pursuant to Paragraph 6 hereof, Rutledge shall be entitled to
a single cash payment of $3,130,000 (the "Severance Payment") as severance pay
and in substitution for any other severance payment, reimbursements for
expenses, bonus payments or other amounts or benefits Rutledge may heretofore
have been entitled to in connection with the termination of his employment
(except for compensation earned pursuant to his services at the Company through
the date of his resignation as referred to in clause a. of Paragraph 1 hereof
and as set forth in clause c. of this Paragraph 2). Upon the Effective Date,
the Company shall pay the cash portion of the Severance Payment to Rutledge,
less applicable deductions, in a lump sum by business check or wire transfer of
funds to an account designated in advance by Rutledge. In addition to the
Severance Payment, Rutledge shall be entitled to receive the compensation for
services rendered in 1997 prior to his termination of employment which shall
include (i) a portion of the bonus he would have received had he served as an
executive employee of the Company for all of 1997 (pro rated to reflect the
portion of 1997 during which Rutledge so served), to be determined according to
the same standards and paid to Rutledge at the same time as the comparable
bonuses to other Company executives are paid, and (ii) the amount credited to
his Bank, as defined under the Teledyne, Inc. EVA Incentive Plan (the "EVA
Plan"), the aggregate amount of which is presently $213,849, in accordance with
the terms of the EVA Plan as if he remained an employee of one or more of the
Company Parties for the period such payment would be made.
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b. Consulting Services. Commencing upon the Effective Date
and continuing until April 1, 2000, (the "Consulting Period") Rutledge agrees
(i) to make himself available from time to time as and to the extent the
Chairman of ATI may reasonably request in writing to provide services as a
consultant to the Chairman of ATI with regard to the non-metals businesses of
ATI for the number of hours requested in writing by the Chairman of ATI (the
"Consulting Services"); provided, however, that in no event will the Consulting
Services be so extensive as to preclude Rutledge taking other, full-time
employment. Rutledge shall during the period of this consultancy (x) be
entitled to use the title "Consultant to ATI," and (y) be reimbursed by the
Company for his reasonable and documented expenses incurred in connection with
the Consulting Services. In addition to the provision of benefits described in
subparagraph d. below and the use of a telephone, car and office space
described in this subparagraph b., Rutledge shall be entitled to a monthly
retainer of $23,000 per month and an hourly payment of $500 for each hour in
addition to forty Rutledge provides such services to ATI in a particular month
(the "Consulting Fees"). The Consulting Fees shall be paid as follows:
(1) at the end of each calendar month during which Rutledge
has been available to consult with ATI pursuant to this Agreement,
$23,000.00 (a "Monthly Payment"); and
(2) at the end of each calendar quarter, the excess, if any,
of (A) $500 for each hour that Rutledge actually consulted at the
request of the Chairman of ATI in excess of forty in any month during
that quarter.
The foregoing payments will be reflected on Form 1099, a copy of which will be
provided to Consultant. In addition, beginning on the Effective Date and
continuing throughout the Consulting Period (or, if earlier, until Rutledge
accepts other full-time employment), Rutledge (i) shall have the use, at
Rutledge's cost and expense for toll or other fees, of a Company telephone line
previously installed at Rutledge's residence and (ii) the exclusive use, at the
Company's expense, of the 1993 Ford Taurus provided by the Company to Rutledge
for Rutledge's use prior to the Effective Date. Furthermore, beginning on the
Effective Date and continuing until the earlier of December 31, 1997 or the
date on which the Company's office space at 2049 Century Park East in Los
Angeles is in whole or in part sublet, the Company shall provide Rutledge with
reasonable office space. No secretary shall be assigned to Rutledge. Rutledge
shall have reasonable access to secretarial and office services at 2049 Century
Park East in Los Angeles for the period of time office space is made available
to him hereunder to the extent Company secretarial personnel are available in
light of their normally assigned duties.
c. Accrued Benefits Under Pension and 401(k) Plans. Rutledge
shall have the right to receive any and all benefits accrued under any one or
more of the qualified and non-qualified retirement plans in which Rutledge
participated prior to the Effective Date (collectively, the "Retirement
Plans"), each in accordance with its respective terms and conditions. Severance
Payments, Consulting Fees and any other amounts paid in connection with this
Agreement (other than amounts earned pursuant to his services at the Company
through the date of resignation) shall not be taken into account for
determining the benefits under any Retirement Plan. Notwithstanding anything to
the contrary herein, nothing in this Agreement
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shall reduce the amount of Rutledge's benefits accrued under any one or more of
the Retirement Plans of the Company and its subsidiaries.
d. Continuation of Certain Benefits. As additional
compensation for the Consulting Services and subject to the ability of the
Company to provide such benefits consistent with applicable law and insurance
policies, if any, (i) until the earlier of (a) April 1, 2000 or (b) Rutledge's
being covered under the health plan of a subsequent employer which provides
Rutledge the opportunity to secure coverage for dependents without exclusion
for pre-existing conditions, Rutledge (and his spouse and dependents, if
elected by Rutledge) shall be eligible to participate on the same basis as
senior executive employees of the Company in the Company's group medical,
dental and comparable insurance plans, as if Rutledge had remained such a
senior executive employee. The period described in the foregoing sentence
shall include Rutledge's continuation period under the Consolidated Omnibus
Budget Reconciliation Act and (ii) until the second anniversary of the
Effective Date, Rutledge shall continue to be eligible to participate in the
Company's life insurance plans on the same basis as he currently participates
in such plans. After the Effective Date, and for so long as Rutledge continues,
pursuant to this Agreement, to provide services to the Company or its
subsidiaries as comprehended by the Company's stock option plans and the awards
thereunder, Rutledge shall continue to have all of the rights and benefits
under the Option Agreements in accordance with their terms.
e. Other Items. The Company shall assign, to the extent
assignable by the Company under the respective lease agreements without cost or
liability to the Company, the automobile leases with respect to the two
automobiles currently used by Rutledge and leased through the Company to
Rutledge and, from and after the assignment of such leases, Rutledge shall pay
all costs and expense in connection with such leases. The Company shall assign
to Rutledge, to the extent not presently personal to Rutledge and assignable by
the Company under the rules of the respective clubs, the memberships currently
used by Rutledge in the Los Angeles Country Club, Laurel Valley Golf Club, the
California Club and the Duquesne Club; provided, however, Rutledge shall
reimburse the Company for the $7,500 initiation fee paid by the Company in
connection with the Rutledge's membership in the Duquesne Club. Rutledge shall
pay all membership dues and other fees in connection with each and all
memberships from and after the Effective Date. Rutledge shall purchase from the
Company, and the Company shall sell to Rutledge, the office equipment and
furniture currently used by Rutledge at the offices of the Company in exchange
for a payment equal to the depreciated historical book value of such items on
the books of the Company.
3. Prior Agreements Superseded and Terminated.
As of the Effective Date, this Agreement shall supersede all of the
Rutledge Agreements but not the Option Agreements or the Retirement Plans,
which shall continue in full force and effect in accordance with their terms.
4. Rutledge's Continuing Obligations. Rutledge acknowledges and agrees
that he is obligated by existing contracts and by operation of law not to
disparage the business or operations of the Company and to maintain the
confidentiality of the trade secrets and other
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confidential information of any of the Company Parties not publicly known. In
light of these facts and in consideration of Rutledge's past employment by the
Company Parties, the payment to him of the Severance Payment and the Consulting
Fees, and the mutual covenants and releases contained herein, Rutledge
covenants and agrees with each of the Company Parties as follows:
a. Confidential Information; No Disparagement. Rutledge shall
not disparage the business or operations of the Company and shall protect, and
shall not use or divulge, disclose, or communicate to any other person or
entity, any of the trade secrets or confidential information of any of the
Company Parties (including without limitation through the sale, license or
other exploitation of any product or service which embodies, in whole or in
part, any such trade secret or confidential information), except as disclosure
shall be compelled by judicial process or otherwise required by law. The
non-disparagement provisions of this paragraph 4.a shall not apply to
litigation between Rutledge and one or more of the Company Parties concerning
this Agreement.
b. Confidentiality of this Agreement. This Agreement and its
provisions are intended to be confidential. Accordingly, except to the extent
made public to satisfy the public disclosure or financial or accounting
requirements of any of the Company Parties or as may be compelled by court
order or otherwise required by law, Rutledge shall not disclose or publicize to
any person or entity the terms of this Agreement without the consent of the
Company Parties. As reasonably necessary, Rutledge may discuss this Agreement
with his wife, attorney, financial advisor, tax advisor, benefit advisor or
compensation advisor, provided, however, that each agrees to be bound by the
terms of this paragraph to keep the information confidential. It shall not be a
breach of this confidentiality provision for Rutledge to advise any future
employer, prospective employer or financial institution of Rutledge of the
limitations set forth in Paragraph 4.a, above, provided, that no other term or
provision of this Agreement is disclosed thereby. This paragraph 4.b shall not
apply to litigation between Rutledge and any one or more of the Company Parties
concerning this Agreement.
c. Remedies for Breach. This Paragraph 4 shall inure to the
benefit of each of the Company Parties and their successors and assigns.
Rutledge acknowledges and agrees that if he breaches or threatens to breach his
covenants in this Paragraph 4, his actions may cause irreparable harm and
damage to the Company Parties which could not be adequately compensated in
damages. Accordingly, if Rutledge breaches or threatens to breach this
Paragraph 4, then the Company Parties, and each of them and any successor or
assign thereof, shall be entitled to injunctive relief, in addition to any
other rights or remedies of the Company Parties hereunder or otherwise,
provided, however, no such relief shall have the effect of terminating the
availability of coverage, to the extent then available under the plans or
provided under this Agreement, under the Company's group medical, dental and
comparable insurance plans prior to applicable date under Section 2.d of this
Agreement.
5. Obligations of Company Not to Disparage; Confidentiality of
Agreement. None of the Company Parties shall disparage Rutledge. Except to the
extent determined in good faith by one or more of the Company Parties to be
necessary or appropriate in connection with the public disclosure or financial
reporting requirements of any one or more of the Company Parties,
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none of the Company Parties shall disclose to any person, other than their
respective attorneys or independent accountants or as may be compelled in any
judicial or administrative proceeding or as otherwise required by law, the
terms of this Agreement. This Paragraph 5 shall not apply to litigation between
Rutledge and any one or more of the Company Parties in connection with this
Agreement.
6. Excise Tax Gross-Up Payments.
a. Gross-Up Payment. The parties believe that no payment or
benefit (within the meaning of Section 280G(b)(2) of the Internal
Revenue Code of 1986, as amended (the "Code")), to Rutledge or for
Rutledge's benefit paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise in connection
with, or arising out of, Rutledge's employment with any of the Company
Parties (any such payment(s) or benefit(s), a "Payment" or
"Payments"), would be subject to the excise tax imposed by Section
4999 of the Code. In the event that it is determined in a
determination (as defined in Section 1313(a) of the Code) from the
applicable government taxing authority (a "Final Determination") that
any such payment or benefit is so subject or that any interest or
penalties are due from Rutledge with respect to such excise tax (such
excise tax, together with any such interest and penalties,
collectively, the "Excise Tax"), then Rutledge will be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such
that after payment by Rutledge of all taxes (including any interest or
penalties imposed with respect to such taxes and the Excise Tax, other
than interest and penalties imposed by reason of Rutledge's failure to
file timely a tax return or pay taxes shown due on Rutledge's return),
including any Income Tax or Excise Tax imposed upon the Gross-Up
Payment, Rutledge retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payments as a result of the Final
Determination.
(b) Company's Right to Defend. The Company may, at its option
and sole expense, defend, and control the prosecution and disposition
of any proceedings relating to, any assertion by any government taxing
authority that any Payment is subject to any Excise Tax. Rutledge
shall cooperate in all ways necessary for the Company to carry out
such defense.
7. Rutledge Right to Revoke. Rutledge shall have seven (7) days to
revoke this Agreement after he has executed it. This Agreement shall not become
effective or enforceable until after seven (7) days have passed following its
execution by Rutledge.
8. Indemnification and Limitations upon Liability. Notwithstanding
anything to the contrary in this Agreement (including without limitation the
releases set forth in Attachment A): (a) Rutledge shall continue to enjoy the
benefits of the limitations upon the liability and the right of indemnification
generally provided to persons in any of the capacities in which he served or
shall serve any of the Company Parties pursuant to the certificate of
incorporation, bylaws or other charter documents of the Company Parties
(collectively, the "Charter Documents") or applicable law, provided to any
other officer or director or former officer or director of ATI and
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shall be entitled to enforce such limitations upon liability or right of
indemnification as provided in the Charter Documents or under applicable law;
and (b) Rutledge shall continue to enjoy the benefits of and have rights to
indemnification and insurance coverage provided pursuant to and described in
Section 4.12 of the Agreement and Plan of Merger and Combination dated as of
April 1, 1996, as amended and restated by and among ATI, ALC, ALS Merger
Corporation, the Company and TDY Merger, Inc. (the "Combination Agreement") in
connection with his service as an officer, director or employee of the Company
or other Company Parties, and shall be entitled to enforce such Section 4.12 as
provided in clause (d) thereof.
9. Recitals and Paragraph Headings. Each term of this Agreement is
contractual and not merely a recital. All recitals are incorporated by
reference into this Agreement. Captions and paragraph headings are used herein
for convenience only, are not part of this Agreement and shall not be used in
interpreting or construing it.
10. Additional Documents. The parties will execute all such further
and additional documents and undertake all such other actions as shall be
reasonable, convenient, necessary or desirable to document or carry out the
provisions of this Agreement (including without limitation such documents as
any Company Party may reasonably request in order to document Rutledge's
resignations pursuant to Paragraph 1 hereof).
11. California Law; Choice of Forum. This Agreement was negotiated,
executed and delivered within the State of California, and the rights and
obligations of the parties hereto shall be construed and enforced in accordance
with and governed by the laws of the State of California except with regard to
its principles of conflicts of laws. The parties hereto agree that the sole and
exclusive forum for any suit, action or proceeding under or arising out of this
Agreement shall be the state or federal courts located in Los Angeles County,
California, provided that the foregoing shall not preclude a suit, action or
proceeding in another forum or jurisdiction solely to enforce or realize upon
any judgment rendered in a state or federal court suit, action or proceeding
otherwise authorized by this Agreement. Each of the parties hereto consents to
the in personam jurisdiction of any state or federal court in Los Angeles
County, California and waives any objection to the venue of any such suit,
action or proceeding.
12. Entire Agreement; Amendments. This Agreement constitutes a single
integrated contract expressing the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous oral
and written agreements and discussions with respect to the subject matter
hereof (with the exception of the Option Agreements and the Retirement Plans).
There are no other agreements, written or oral, express or implied, between the
parties hereto, concerning the subject matter hereof, except as set forth
herein and in the Option Agreements and the Retirement Plans. This Agreement
may be amended only by written agreement.
13. Binding Effect. This Agreement is binding upon and shall inure to
the benefit of the parties hereto, their heirs, assignees and successors in
interest (including successors in any reorganization or merger with any other
entity).
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14. Construction of Agreement. Each party has cooperated in the
drafting and preparation of this Agreement, and, accordingly, in any
construction or interpretation of this Agreement, the same shall not be
construed against any party by reason of the source of drafting.
15. Counterparts. This Agreement may be executed in counterparts,
including facsimile counterparts. When each party has signed and delivered at
least one such counterpart, each counterpart shall be deemed an original, and,
when taken together with other signed counterparts, shall constitute one
Agreement which shall be binding upon and effective as to all parties. No
counterpart shall be effective until all parties hereto have executed and
exchanged an executed counterpart hereof.
16. No Waiver. The failure to enforce at any time any of the
provisions of this Agreement, or to require at any time performance by the
other party of any of the provisions hereof, shall in no way be construed to be
a waiver of such provisions or to affect either the validity of this Agreement
or any part hereof or the right of any party thereafter to enforce each and
every provision in accordance with the terms of this Agreement.
17. Notices. Except as otherwise expressly provided in this Agreement
or by law, any and all notices or other communications required or permitted by
this Agreement or by law to be served on, given to, or delivered to any party
hereto shall be deemed duly served, given, delivered and received (A) when
personally delivered to the party to whom it is directed or (B) in lieu of such
personal delivery, three (3) days after the date mailed, with postage prepaid,
or when sent by facsimile transmission with receipt confirmed by the
transmitting facsimile machine, to:
(i) If to any of the Company Parties, to
Allegheny Teledyne Incorporated
Six PPG Place, Tenth Floor
Pittsburgh, Pennsylvania 15222
ATTN: Jon D. Walton, Vice President, Secretary
and General Counsel
FAX: (412) 394-3010
(ii) If to Rutledge, to
William P. Rutledge
237 Toyopa Drive
Pacific Palisades, CA 90272
FAX: (310) 551-4202
Any party may change his or its address for the purpose of this paragraph by
giving written notice of such change to the other parties in the manner
provided in this paragraph.
18. Rutledge's Legal Counsel; Reimbursement of Attorneys Fees.
Rutledge has been advised by legal counsel in connection with the negotiation,
preparation and execution of this Agreement and has been fully apprised of his
rights and the significance of the waivers and releases included in Attachment
A to this Agreement. Promptly upon Rutledge's demand
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(accompanied by reasonable documentation), the Company shall reimburse Rutledge
his reasonable attorneys fees and costs relating to the negotiation,
preparation and execution of this Agreement and the consummation of the
transactions contemplated hereby.
19. Limitation on Remedies. Notwithstanding anything contained herein
to the contrary, neither the Company Parties, on the one hand, nor Rutledge, on
the other hand, shall be entitled to rescind or terminate this Agreement or
their respective obligations hereunder on account of the other party's breach
hereof.
20. Prevailing Parties Entitled to Fees. In the event that litigation
is instituted between any of the parties in connection with any controversy or
dispute arising from or under or related to this Agreement, the judgment
therein shall include a reasonable sum to be paid to the prevailing party for
and on account of attorneys fees and costs incurred in such litigation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
EXECUTION AND ACKNOWLEDGMENT BY THE COMPANY PARTIES:
The following execute this Agreement for themselves and on behalf of
their respective subsidiaries and affiliates:
ALLEGHENY LUDLUM CORPORATION
By: /s/ R. P. SIMMONS Attest:
---------------------------------
Its: Chairman /s/ JON D. WALTON
------------------------ -----------------------------
Date: 3/10/97
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TELEDYNE, INC.
By: /s/ R. P. SIMMONS Attest:
---------------------------------
Its: Chairman /s/ JON D. WALTON
------------------------ -----------------------------
Date: 3/10/97
-----------------------
ALLEGHENY TELEDYNE INCORPORATED
By: /s/ R. P. SIMMONS Attest:
---------------------------------
Its: Chairman /s/ JON D. WALTON
------------------------ -----------------------------
Date: 3/10/97
-----------------------
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EXECUTION AND ACKNOWLEDGMENT BY WILLIAM P. RUTLEDGE:
I freely choose to sign this Agreement on March 6, 1997. I understand
that I will have seven (7) days thereafter within which to revoke my acceptance
of this expiration of that seven (7) day period.
/s/ WILLIAM P. RUTLEDGE Witness:
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William P. Rutledge /s/ GERTRUDE C. RUTLEDGE
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ATTACHMENT A
Releases of Rutledge, Rutledge's Spouse and the Company Entities
THIS ATTACHMENT A (this "Attachment") is an integral part of the
Separation Agreement to which it is attached (the "Agreement"). Each
capitalized term used in this Attachment and not otherwise defined herein shall
have the meanings given to such term in the main body of the Agreement. For
purposes of this Attachment A, the term "Company Entities" means each of the
Company Parties together with their respective parents, subsidiaries and
affiliates.
Rutledge and the Company Entities, each in order to induce the other
to enter into the Agreement, give the following releases as part of the
Agreement:
1. Releases by Rutledge
a. General Release. Excepting only obligations to be
performed by the Company Parties under the Agreement, the Option Agreements and
the Retirement Plans, and to the maximum extent permitted by applicable law,
Rutledge, on behalf of himself and his heirs, administrators, executors and
assigns, and each of them, shall and does hereby forever relieve, release and
discharge each of the Company Entities and the past and present parent,
subsidiary and affiliated corporations, partnerships, joint ventures, limited
liability companies or other entities of any of the Company Entities, as well
as their respective owners, shareholders, partners, joint venturers, officers,
directors, managers, members, agents, employees, attorneys and representatives,
past or present, as well as the heirs, administrators, executors, successors,
predecessors and assigns of any of the foregoing (all of the foregoing,
collectively, the "Company Entity Releasees"), from any and all causes of
action, actions, judgments, liens, acts, promises, agreements, debts,
indebtedness, obligations, damages, losses, claims, liabilities, demands, costs
and expenses (including without limitation attorneys' fees) of whatsoever kind
or character, known or unknown, suspected to exist or not suspected to exist,
anticipated or not anticipated, fixed or contingent, whether or not heretofore
brought before any state or federal court or before any state or federal agency
or other governmental entity or any arbitrator, whether statutory or
administrative or common law, heretofore or hereafter arising out of, connected
with or incidental to any dealings between the parties prior to the date of
this Agreement or any other fact or matter existing prior to the date of
execution of this Attachment (all of the foregoing, "Claims"), including
without limitation on the generality of the foregoing, any and all claims,
demands or causes of action attributable to, connected with, or incidental to
(i) the employment of Rutledge by any of the Company Parties or Rutledge's
status as an officer or director of any of the Company Parties, (ii) the
separation of that employment and termination of that status, (iii) any of the
Rutledge Agreements, or (iv) any dealings between the parties concerning any of
the foregoing matters. This release is intended to apply to (1) any claims
arising from federal, state or local laws including those which prohibit
discrimination on the basis of race, national origin, sex, religion, age,
marital status, pregnancy, handicap, perceived handicap, ancestry, sexual
orientation, family or personal leave or any other form of discrimination, (2)
any common
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law claims of any kind whatever (including without limitation any contract,
tort, and property rights claims such as breach of contract, breach of the
implied covenant of good faith and fair dealing, tortious interference with
contract or current or prospective economic advantage, fraud, deceit, breach of
privacy, misrepresentation, defamation, wrongful termination, tortious
infliction of emotional distress, loss of consortium, breach of fiduciary duty,
violation of public policy and any other common law claim of any kind
whatever), (3) any claims for severance pay, sick leave, family leave,
vacation, life insurance, bonuses, incentive compensation, health insurance,
disability or medical insurance or any other fringe benefit or compensation,
(4) any claims under laws such as workers' compensation laws, which provide
rights and remedies for injuries sustained in the workplace, (5) all rights and
claims arising under the Employee Retirement Income Security Act of 1974
("ERISA"), or pertaining to ERISA regulated benefits, and (6) as set forth in
Paragraph 1.b below, all rights and claims arising under the federal Age
Discrimination in Employment Act.
b. Waiver and Release of Rights or Claims Arising Under the
ADEA. Rutledge specifically waives any and all rights or Claims he may have
against the Company Entity Releasees, or against any of them, which may have
arisen under the Age Discrimination in Employment Act of 1967 ("ADEA"), 29
U.S.C. Section 621 et. seq., as a result of Rutledge's employment, or
termination from employment, with the Company Parties. In connection with this
waiver and release, Rutledge hereby represents, warrants and agrees as follows:
(i) He has been informed that he has a period of at least
twenty-one (21) days to consider an unexecuted copy of this Agreement
and that, if he chooses to sign this Agreement prior to the expiration
of such period, he does so voluntarily;
(ii) He understands all of the terms and conditions of this
Agreement;
(iii) The Company Parties have advised him to consult with an
attorney prior to executing the Agreement and this Attachment;
(iv) He has consulted or shall consult with an attorney
regarding all of the terms and conditions of the Agreement and this
Attachment before executing the Agreement and this Attachment;
(v) This waiver of any and all ADEA claims is in exchange for
consideration in addition to anything of value to which Rutledge is
already entitled.
2. Release by the Company Entities. Excepting only obligations to be
performed by Rutledge under this Agreement, the Option Agreements or the
Retirement Plans and matters arising out of fraudulent or unlawful conduct by
Rutledge, each of the Company Entities does hereby release and forever
discharge Rutledge from any and all Claims, known or unknown, suspected to
exist or not suspected to exist, anticipated or, not anticipated, whether or
not heretofore brought before any state or federal court or before any state or
federal agency or other governmental entity or any arbitrator, whether
statutory or administrative or common law, heretofore or hereafter arising out
of, connected with or incidental to any dealings between the
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parties prior to the date of this Attachment or any other matter existing prior
to the date of execution of this Attachment.
3. Unknown Claims Released. Each and all of the parties hereto intend
and do hereby release any and all claims, whether or not presently known to
them. Each of Rutledge and the Company Entities specifically waives the
benefits of the provisions of Section 1542 of the Civil Code of the State of
California and any other analogous state, federal or foreign law, right or
regulation, whether statutory, administrative or common law. Said Section 1542
of the California Civil Code reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
Each of Rutledge and the Company Entities expressly waives and releases any
right or benefit which they have or may have under Section 1542 of the Civil
Code of the State of California, or any similar law or rule of any other
jurisdiction, to the full extent that they may waive all such rights and
benefits pertaining to the matters released herein. In connection with such
waiver and relinquishment, each of Rutledge and the Company Entities
acknowledge that he, she or it (i) has made such investigation of the facts
pertaining to the matters resolved by this Attachment and of all the matters
pertaining thereto, as he, she or it deems necessary, (ii) is aware that he,
she or it may hereafter discover claims or facts in addition to or different
from those he, she or it now knows or believes to be true with respect to the
matters resolved herein, and (iii) is aware that he, she or it may hereafter
discover claims presently unknown or unsuspected, or facts in addition to or
different from those which they now know or believe to be true with respect to
the matters released herein. Nevertheless, it is the intention of each party
hereto, through this Attachment, to settle and release fully, finally and
forever all such matters and all claims relative thereto which may exist or may
heretofore have existed between them. In furtherance of such intention, the
release herein given shall be and remain in effect as a full and complete
release of such matters notwithstanding the discovery or existence of any such
additional different claims or facts relative thereto.
4. No Assignment. Each of the parties represents and warrants that he
or it has not heretofore assigned, transferred or granted or purported to
assign, transfer or grant any claims, matters, demands or causes of action
herein released, disclaimed, discharged or terminated, and agrees to indemnify
and hold harmless any other party from and against any and all costs, expense,
loss or liability incurred as a consequence of any such assignment.
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EXECUTION AND ACKNOWLEDGMENT BY THE COMPANY ENTITIES:
The following execute this Attachment for themselves and on behalf of
their respective subsidiaries and affiliates:
TELEDYNE, INC. ALLEGHENY LUDLUM CORPORATION
By: /s/ R. P. SIMMONS By: /s/ R. P. SIMMONS
--------------------------------- ------------------------------
Its: Chairman Its: Chairman
------------------------- ----------------------
ALLEGHENY TELEDYNE INCORPORATED
By: /s/ R. P. SIMMONS
---------------------------------
Its: Chairman
-------------------------
EXECUTION AND ACKNOWLEDGMENT BY DR. WILLIAM P. RUTLEDGE
I freely choose to sign this agreement on March 6, 1997. I understand
that I will have seven (7) days thereafter within which to revoke my acceptance
of the Separation Agreement (including this Attachment) and that the Separation
Agreement (including this Attachment) shall not be effective until the
expiration of that seven (7) day period.
/s/ WILLIAM P. RUTLEDGE Witness:
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William P. Rutledge /s/ GERTRUDE C. RUTLEDGE
-----------------------------
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ADDITIONAL CONSIDERATION
In order to induce the Company Parties (as defined in the Separation
Agreement to which this Attachment is a part (the "Agreement")) to enter into
the Agreement, I agree to forever release and discharge the Company Party
Releasees (as defined above in this Attachment) from any and all Claims (as
defined above in this Attachment), of whatsoever kind or character, known or
unknown, suspected to exist or not suspected to exist, anticipated or not
anticipated, fixed or contingent, whether or not heretofore brought before any
state or federal court or before any state or federal agency or other
governmental entity or any arbitrator, including without limitation on the
generality of the foregoing, any and all claims, demands or causes of action
attributable to, connected with, or incidental to the employment of my husband
by any of the Company Parties, the separation of that employment, the Rutledge
Agreements (as defined in the Agreement), and any dealings between the parties
concerning my husband's employment, the Rutledge Agreements, or any other
matter existing prior to the date of execution of this Agreement, excepting
only those obligations to be performed under the Agreement, the Option
Agreements and the Retirement Plans. This release is intended to apply to any
and all claims based on common law contract theories or state or federal
statutory or constitutional law theories.
I also specifically waive the benefits of the provisions of Section
1542 of the Civil Code of the State of California and any other analogous
state, federal or foreign law, right or regulation, whether statutory,
administrative or common law. Said Section 1542 of the California Civil Code
reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
Executed this 6th day of March, 1997.
/s/ GERTRUDE (TRUDY) C. RUTLEDGE
--------------------------------
Trudy Rutledge,
Wife of William P. Rutledge
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