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Exhibit 10(c)
SUPPLEMENTAL PENSION PLAN AGREEMENT
MADE as of this 16th day of September, 1999, between ALLEGHENY
TELEDYNE INCORPORATED, a Delaware corporation (hereinafter called "Allegheny
Teledyne"), and THOMAS A. CORCORAN of Pittsburgh, Pennsylvania (hereinafter
called the "Executive"),
WITNESSETH:
WHEREAS, the Executive commenced employment with Allegheny
Teledyne or a subsidiary or a division of a subsidiary of Allegheny Teledyne
(hereinafter called the "Corporation") on September 16, 1999:
WHEREAS, the Executive has been designated as a participant in
Allegheny Teledyne's Supplemental Pension Plan on the terms and conditions
described herein;
WHEREAS, the Executive and Allegheny Teledyne desire to enter
into an agreement to reflect the Executive's participation in Allegheny
Teledyne's Supplemental Pension Plan;
NOW, THEREFORE, in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Subject to the terms and conditions of the Executive's
present employment arrangement with the Corporation, or as such terms and
conditions may be modified and amended from time to time, Executive shall remain
in the service of the Corporation until the Executive's normal retirement age of
65 and shall fully and faithfully perform such duties as an employee of the
Corporation, as may properly be assigned to the Executive or,
2. The Executive (or in the event of the Executive's death,
the Executive's designated beneficiary) shall be entitled to receive
supplemental pension payments under this
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Agreement if (i) the Executive retires on or after Normal Retirement Age within
the meaning of the part of the Corporation's pension plan for salaried employees
applicable to the Executive (the "Pension Plan") or on or after age 58 under
conditions whereby the Executive is entitled to receive an immediate pension
under the Pension Plan or if the Executive would be entitled to receive such a
pension but for the fact that the Executive has not had the necessary years of
continuous service with the Corporation, (ii) becomes totally disabled within
the meaning of the Corporation's long-term disability income plan or (iii) dies
while actively employed by the Corporation or after becoming totally disabled
and while still receiving disability payments for such disability or during the
initial waiting period before the long-term disability income payments commence.
Nothing contained in this Agreement shall affect the right of the Corporation to
terminate the Executive's services, responsibilities, duties and authority to
represent the Corporation at any time or for any reason whatsoever.
3. The payments under this Agreement shall be made as
supplemental pension income for a number of months equal to twelve times the
Executive's years of service as an employee of the Corporation, up to a maximum
payment period of 120 months (the "Payment Period") following the retirement of
the Executive after attainment of age 62. If the Executive suffers a total
disability while employed by the Corporation, the Executive may, by notice to
Allegheny Teledyne during the initial 6 months' waiting period before the
Executive's disability payments begin under the Corporation's long-term
disability income plan, elect to receive supplemental pension payments monthly
in the amount described in Paragraph 4 hereof. Any payments made to the
Executive under the previous sentence while disabled shall reduce dollar for
dollar the payments that may otherwise be payable under the Agreement to the
Executive following retirement or to the Executive's designated beneficiary
following the Executive's death. If the Executive dies following retirement
during the Executive's Payment Period the balance of the payments will be made
or continued to the Executive's surviving spouse and/or the Executive's estate
or designated beneficiary for the remainder of such period, or, if the Executive
dies after retirement but before payments have commenced or after becoming
totally disabled or during the period of such disability but before expiration
of the Payment Period, the balance of the payments will be made or continued to
the Executive's surviving spouse and/or the Executive's estate or designated
beneficiary for the remainder of such Payment Period. If the
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Executive dies before retirement and while an active employee of the
Corporation, monthly payments in the amount described in Paragraph 4 hereof will
be paid to the Executive's surviving spouse and/or the Executive's estate or
designated beneficiary for a period of twelve months for each year of service as
an employee of the Corporation, up to a maximum payment period of 120 months
following the Executive's death.
4. The monthly payments under this Agreement shall be equal to
50% of the Executive's monthly base salary in effect at the time of the
Executive's retirement, death or total disability, whichever shall be relevant
under Paragraph 2 hereof.
5. During the Payment Period the Executive shall refrain from
entering the employ of or rendering any services to any competitor of Allegheny
Teledyne or any of its subsidiaries (which for purposes of this Agreement shall
include 50% owned corporations) without the prior written consent of Allegheny
Teledyne. In addition, the Executive shall at all times refrain from taking any
action that may, in the reasonable judgment of the Board, be considered to be
contrary to the best interest of the Corporation.
6. If the regular employment of the Executive is terminated by
discharge for Cause by the Corporation (as defined in Section 9(b) of that
certain Employment Agreement dated the 17th day of August, 1999 between the
Executive and Allegheny Teledyne, which is hereinafter referred to as the
"Employment Agreement"), or the Executive voluntarily quits employment prior to
age 58 and he accepts employment with a third party, all liability of Allegheny
Teledyne under this Agreement shall thereby be terminated. Notwithstanding any
contrary provision in the Supplemental Pension Plan, (i) if the Executive
resigns from employment with the Corporation at any time prior to attaining age
58 and does not accept employment with a third party, the Corporation shall pay
to or with respect to him an amount equal to 50% of the amount earned from his
date of hire to his resignation in equal monthly installments over the period of
employment commencing at the Executive's 62nd birthday and the Corporation shall
pay each installment so long as the Executive is not then in the employ for a
for-profit corporation, (ii) if the Executive resigns at any time after
attaining age 58, the Corporation shall pay him a benefit equal to the benefit
he would have accrued if he was then
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employed by Corporation for the greater of five (5) years or the number of years
of actual employment in equal monthly installments over the period equal to the
applicable of five (5) years or the number of years of actual employment (but
not greater than ten (10) commencing at his age 62 and the Corporation shall pay
such installment so long as the Executive is not then in the employ of a
for-profit corporation and (iii) the Executive shall forfeit his right to this
supplemental pension if before the Executive attains age 62 his employment is
terminated by the Employer for Cause (as set forth in Section 9(b) of the
Employment Agreement). If the Executive fails to perform the Executive's
obligation under Paragraph 5, the obligation of Allegheny Teledyne to make any
further payments under this Agreement shall thereby be terminated.
7. Any benefits payable after the death of the Executive shall
be paid to the person or persons named by the Executive in a written instrument
filed with Allegheny Teledyne.
8. Nothing herein contained shall affect the right of the
Executive to participate in and receive benefits under and in accordance with
the then current provisions of any retirement income, profit sharing, pension,
additional year-end or periodic remuneration or bonus, incentive compensation,
insurance or any other employee welfare plan or program of the Corporation.
9. This Agreement and the payments provided for in Paragraph 4
are not assignable by the Executive or any beneficiary, and no payments to be
made can be assigned, anticipated, alienated, sold, transferred, pledged or
encumbered in any manner.
10. Any decision by Allegheny Teledyne's Board of Directors
made pursuant to this agreement shall be made solely in the Board's discretion
and the Board shall have no obligation to treat similarly situated individuals
in the same manner.
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IN WITNESS WHEREOF, Allegheny Teledyne Incorporated has caused
these presents to be executed by its officers thereunto duly authorized and the
Executive has hereunto set the Executive's hand and seal the day and year first
above written.
Attest: ALLEGHENY TELEDYNE INCORPORATED
/s/ Mary W. Snyder By /s/ Jon D. Walton
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Witness: EXECUTIVE
/s/ Tracy L. Paxinos /s/ Thomas A. Corcoran
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Name: Thomas A. Corcoran
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