EXHIBIT 10.11
BORG-WARNER SECURITY CORPORATION
200 South Michigan Avenue
Chicago, Illinois 60604-2499
September 5, 1997
Timothy M. Wood
c/o Borg-Warner Security Corporation
200 South Michigan
Chicago, Illinois 60604
Dear Tim:
Borg-Warner Security Corporation (the "Company") considers it essential to
the best interest of its stockholders to foster the continuous employment of key
management personnel.
The Company has previously entered into a letter agreement with you
providing for certain severance benefits in the event your employment with the
Company is terminated.
In order to induce you to continue employment with, and to remain in the
employ of the Company, the Company wishes to amend the letter agreement (as so
amended, the "Agreement"). In the event your employment with the Company is
terminated under the circumstances described below you shall receive the
severance benefits described in this Agreement.
1. Term. The term of your employment with the Company under this
Agreement shall continue in effect until the termination of your employment
pursuant to this Agreement.
2. Termination. You shall be entitled to the benefits provided in
Subsection 3(c) hereof upon the termination of your employment, unless such
termination is (A) because of your death, (B) because of your "Disability" or
"Retirement" (as defined in Subsection 2(a)), (C) by the Company for "Cause" (as
defined in Subsection 2(b)), or (D) by you other than for "Good Reason" (as
defined in Subsection 2(c)).
(a) Disability; Retirement. If, as a result of your incapacity due to
physical or mental illness or infirmity, you shall have been absent from the
full-
time performance of your duties with the Company for six (6) consecutive
months, and within thirty (30) days after written notice of intended termination
is given you shall not have returned to the full-time performance of your
duties, your employment may be terminated for "Disability". Termination by the
Company or you of your employment based on "Retirement" shall mean termination
of employment after attainment of age 65.
(b) Cause. Termination by the Company of your employment for "Cause"
shall mean termination upon (i) the willful and continued failure by you to
perform substantially your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or infirmity or
any such actual or anticipated failure after the issuance of a "Notice of
Termination", as defined in Subsection 2(d) or by you for Good Reason) within a
reasonable period of time after a written demand for substantial performance is
delivered to you by the Board of Directors of the Company (the "Board") which
demand specifically identifies the manner in which the Board believes that you
have not substantially performed your duties, or (ii) the willful engaging by
you in conduct which is demonstrably and materially injurious to the Company,
momentarily or otherwise. For purposes of this Subsection, no act, or failure to
act, on your part shall be deemed "willful" unless done, or omitted to be done,
by you not in good faith and without reasonable belief that your action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
you shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct set forth above in clauses (i) or (ii) of the
first sentence of this Subsection and specifying the particulars thereof in
detail.
(c) Good Reason. You shall be entitled to terminate your employment for
Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without
your express written consent, the occurrence of any of the following
circumstances unless such circumstances are fully corrected prior to the Date of
Termination specified in the Notice of Termination, as defined in Subsections
2(e) and 2(d), respectively, given in respect thereof:
(i) the assignment to you of any duties inconsistent with your
position and status as a senior executive officer of the Company or a
substantial adverse alteration in the nature or status of your employment
responsibilities from those in existence on the date hereof;
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(ii) a reduction by the Company in your base salary to less than the
sum of $290,000 plus the amount of increases from time to time after the
date hereof in your base salary (hereinafter called the "Base Guarantee");
(iii) the relocation of your office or job location to a location not
within fifty miles of your present office or job location, except for
required travel on the Company's business to an extent substantially
consistent with your present business travel obligations;
(iv) the failure by the Company, without your consent, to pay to you
any portion of your current compensation, or to pay to you any portion of
an installment of deferred compensation under any deferred compensation
program of the Company, within ten (10) business days of the date such
compensation is due;
(v) a reduction in the life insurance, medical, dental, health,
accident or disability benefits provided to you by the Company or a
reduction in your entitlement to paid vacation days under the Company's
vacation policy;
(vi) the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 4 hereof; or
(vii) any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Subsection (d) below (and, if applicable, the requirements of Subsection
(b) above); provided that for purposes of this Agreement, no such purported
termination shall be effective .
In addition, termination by you of your employment within the 30-day period
following the first anniversary of the date a Change-in-Control has occurred
shall constitute termination of your employment for Good Reason. A Change-in-
Control shall be deemed to have occurred if:
(A) there is an acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934 (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 25% or more of the combined voting power of the then outstanding
voting securities of
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the Company entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities") (an "Acquisition");
excluding, however, the following: (a) any Acquisition by Merrill
Lynch & Co., Inc. and its affiliates who collectively on January 1,
1991 were a "beneficial owner" of approximately 51% of the Outstanding
Company Voting Securities, (b) any Acquisition by a corporation or
partnership controlled by a majority of the persons holding the title
of Managing Partner of the Company on January 1, 1991, (c) any
Acquisition by a trustee or other fiduciary holding securities under
an employee benefit plan of the Company, (d) any Acquisition by which
a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportion as their ownership of
the Outstanding Voting Securities becomes the beneficial owner,
directly or indirectly, of Outstanding Voting Securities representing
25% or more of the Outstanding Voting Securities or (e) any
Acquisition, where the percentage of the Outstanding Voting Securities
owned by such Person following such Acquisition is less than the
percentage of Outstanding Company Voting Securities beneficially owned
in the aggregate by Merrill Lynch & Co., Inc. and its affiliates;
provided that if, after an Acquisition, the Outstanding Company Voting
Securities owned by Merrill Lynch & Co., Inc. and/or its affiliates
decreases such that if such Acquisition had occurred immediately after
such decrease, such Acquisition would have been a Change in Control,
then such decrease shall constitute a Change in Control;
(B) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in paragraphs (A) or (C) of this Section) whose
election by the Board of Directors of the Company or nomination for
election by the Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or
(C) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or
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consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or through the surviving entity) at
least 70% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all the
Company's assets.
Your right to terminate your employment pursuant to this Subsection shall not be
affected by your incapacity due to physical or mental illness or infirmity. Your
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder.
(d) Notice of Termination. Any purported termination of your employment by
the Company or by you shall be communicated by written Notice of Termination to
the other party hereto in accordance with Section 6 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of your employment under the provision so indicated.
(e) Date of Termination, Etc. "Date of Termination" shall mean (i) if your
employment is terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that you shall not have returned to the full-time
performance of your duties during such thirty (30) day period), and (ii) if your
employment is terminated pursuant to Subsection (b) or (c) above or for any
other reason (other than death or Disability), the date specified in the Notice
of Termination (which, in the case of a termination pursuant to Subsection (b)
above shall not be less than thirty (30) days, and in the case of a termination
pursuant to Subsection (c) above shall not be less than fifteen (15) nor more
than sixty (60) days, respectively, from the date such Notice of Termination is
given); provided that if prior to the Date of Termination (as determined without
regard to this provision), the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, by a binding
arbitration award, or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided further that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party
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giving such notice pursues the resolution of such dispute with reasonable
diligence. Notwithstanding the pendency of any such dispute, the Company will
continue to pay you your full compensation in effect when the notice giving rise
to the dispute was given (including, but not limited to, base salary) and
continue you as a participant in all compensation, benefit and insurance plans
in which you were participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with this Subsection.
Amounts paid under this Subsection are in addition to all other amounts due
under this Agreement and shall not be offset against or reduce any other amounts
due under this Agreement.
3. Compensation in connection with Termination and/or a Change in
Control. You shall be entitled to the following:
(a) During any period that you fail to perform your full-time duties with
the Company as a result of incapacity due to physical or mental illness or
infirmity, you shall continue to receive your base salary at the rate in effect
at the commencement of any such period, together with all amounts payable to you
and insurance to which you are entitled under any compensation and insurance
plan of the Company during such period, until your employment under this
Agreement is terminated pursuant to Section 2(a) hereof. Thereafter, or in the
event your employment shall be terminated by the Company or by you for
Retirement or by reason of your death, your compensation and benefits shall be
determined under the Company's retirement, insurance and other compensation
programs then in effect in accordance with the terms of such programs.
(b) If your employment shall be terminated by the Company for Cause or by
you other than for Good Reason, Disability, death or Retirement, the Company
shall pay you your full base salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given, plus all other amounts to
which you are entitled under any compensation or insurance plan of the Company
at the time such payments are due, and the Company shall have no further
obligations to you under this Agreement.
(c) If your employment by the Company shall be terminated (i) by the
Company other than for Cause, Disability or Retirement or (ii) by you for Good
Reason, then you shall be entitled to the benefits provided below:
(i) the Company shall pay you (A) your full base salary and supplemental
benefit compensation through the Date of Termination at the rate in effect
at the time Notice of Termination is given, (B) an amount (reduced, in the
case of a termination of employment following a Change in Control, by
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the Change in Control Bonus (as defined in Section 3(f)) equal to the
product of the annual bonus you would have received for the year of
termination if all goals had been achieved at the "expected" level (as
such term is used to calculate bonuses under the Company's annual bonus
plan) (the "Severance Bonus") times a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365, plus (C) all other
amounts to which you are entitled under any compensation or insurance
plan of the Company through the Date of Termination, at the time such
payments are due, except as otherwise provided below;
(ii) in lieu of any further salary or bonus payment to you for periods
subsequent to the Date of Termination, the Company shall pay to you a
lump-sum severance payment (together with the payments provided in
paragraphs (iii) through (vi) below) equal to the product of (A) the sum
of (x) the Base Guarantee, (y) the Severance Bonus and (z) the amount of
your annual supplemental benefit compensation which, absent termination,
would have been payable to you for the twelve month period following the
Date of Termination;
(iii) the Company shall pay to you in cash any deferred compensation;
(iv) the Company shall provide you with life, medical, dental, health,
accident and disability insurance coverage substantially similar to the
coverage you are receiving from the Company immediately prior to the
occurrence of the circumstance cited as the reason for termination in the
Notice of Termination (and if you have elected the Optional Health
Insurance Plan coverage or the Supplemental Dental and Vision Plan
coverage, or both, subject to your continuing to pay for such coverage or
coverages at the same contribution rate as was in effect immediately
prior to the occurrence of the circumstance cited as the reason for
termination in the Notice of Termination) for a period of two years after
your termination, or until your death or Retirement, whichever is the
shorter period, provided that benefits otherwise receivable by you
pursuant to this paragraph (iv) shall be reduced to the extent comparable
benefits are actually received by you during this period. You agree that
you shall immediately report to the Company any such comparable benefits
actually received by you. Following the termination of such benefit
continuation period you shall be entitled to post-retirement benefits on
the same terms and conditions as provided to retirees and their
beneficiaries pursuant to the Borg-Warner Security Corporation Retiree
Health Care Plan and any other plan maintained for retirees, without
regard to your age or years of service;
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(v) the Company shall pay to you an amount equal to your unpaid accrued
benefit under the Borg-Warner Excess Retirement Benefit Plan;
(vi) the Company shall pay to you all legal fees and expenses incurred by you
as a result of such termination (including all such fees and expenses, if
any, incurred in contesting or disputing any such termination or in
seeking to obtain or enforce any right or benefit provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), to any payment or benefit provided
hereunder); and
(vii) the payments provided for in paragraphs (i), (ii), (iii) and (v) above
shall be made not later than the thirtieth day following the Date of
Termination.
(d) You shall not be required to mitigate the amount of any payment
provided for in this Section 3 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this Section 3 be
reduced by any compensation earned by you as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by you to the Company or otherwise except as specifically provided in this
Section 3.
(e) In addition to all other amounts payable to you under this Section
3, following the termination of your employment you shall be entitled to receive
all benefits payable to you under any plan or agreement relating to retirement
benefits.
(f) Within 60 days following a Change in Control of the Company, the
Company shall pay you (i) a pro rata annual bonus for the year in which such
Change in Control occurs, based on the Company's performance for the period
ending upon such Change in Control, as determined by the Compensation Committee
prior to the Change in Control (the "Change in Control Bonus") and (ii) an
amount equal to your accrued benefit under the Borg-Warner Excess Retirement
Benefit Plan.
(g) In the event that you become entitled to the payments and benefits
provided under subsection 3(c) or (f) above and/or any other payments or
benefits in connection with a change in control or termination of your
employment with the Company (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company, any person whose
actions result in a change in control or any person affiliated with the Company
or such person) (collectively, the "Payments"), if any of the Payments will be
subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, the
Company shall pay to you, at least 30 days prior to the time payment of any such
Excise Tax is due, an additional amount (the "Gross-Up Payment") such that the
net amount retained by
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you, after deduction of any Excise Tax and any federal and state and local
income tax imposed on the Gross-Up Payment, shall be equal to the Excise Tax
imposed on the Payments. For purposes of determining whether any of the
Severance Payments will be subject to the Excise Tax and the amount of such
Excise Tax, (A) the Payments shall be treated as "parachute payments" within the
meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments"
within the meaning of Section 280G(b)(l) of the Code shall be treated as subject
to the Excise Tax, unless in the opinion of tax counsel selected by the
Company's independent auditors and acceptable to you the Payments (in whole or
in part) do not constitute parachute payments or excess parachute payments or
are otherwise not subject to the Excise Tax, (B) the amount of the Payments
which shall be treated as subject to the Excise Tax shall be equal to the lesser
of (i) the total amount of the Payments or (ii) the amount of excess parachute
payments within the meaning of Section 280G(b)(l) (after applying clause (A)
above), and (C) the value of any non-cash benefits or any deferred payment or
benefit shall be determined by the Company's independent auditors in accordance
with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, you shall be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation in
the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of your residence on the Date of Termination, net of the maximum
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of termination of your employment, you shall repay to the Company at the time
that the amount of such reduction in Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus the portion
of the Gross-Up Payment attributable to the Excise Tax and federal and state and
local income tax imposed on the Gross-Up Payment being repaid by you if such
repayment results in a reduction in Excise Tax and/or a federal and state and
local income tax deduction) plus interest on the amount of such repayment at the
rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise
Tax is determined to exceed the amount taken into account hereunder at the time
of the termination of your employment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional Gross-Up Payment in respect of
such excess (plus any interest payable with respect to such excess) at the time
that the amount of such excess is finally determined.
4. Successors; Binding Agreement. (a) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and
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to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach of
this Agreement and shall entitle you to compensation from the Company in the
same amount and on the same terms as you would be entitled to hereunder if you
terminated your employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor to
its business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If you should die while any amount
would still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your "Beneficiary" as designated and defined under
the 1981 Contingent Compensation Plan under the Borg-Warner Corporation
Management Incentive Program unless superceded, in which case payment shall be
made in accordance with the most recent beneficiary designation which you may
have executed and delivered to the Company after the date of this Agreement.
(c) If your employment is continued with a successor (whether directly or
indirectly) to all or substantially all of the business and assets of the
Company and such successor assumes the obligations of the Company under this
Agreement, you will not be entitled to any severance benefits under this
Agreement solely by reason of the assumption of this Agreement and the technical
termination of your employment with the Company in connection with such
succession; provided that this Subsection 4(c) shall in no way diminish your
right to terminate your employment for Good Reason pursuant to Section 2(c) and
to receive severance in connection with such a termination.
5. Non-Compete; Confidentiality. (a) You agree that while you are
employed by the Company, you will not directly or indirectly, whether as owner,
partner, officer, employee, agent or consultant, engage in or be employed in any
way by any business engaged in the design, manufacture, marketing or servicing
of products which constituted 10% or more of the annual sales of the Company
provided, however, that in no event shall this Section 5 preclude you from
owning less than 5% of the outstanding voting stock of any publicly-traded
corporation.
(b) You shall hold in a fiduciary capacity for the benefit of the Company
all secret or confidential information, knowledge or data relating to the
Company
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or any of its affiliated companies, and their respective businesses, which shall
have been obtained by you during your employment by the Company and which shall
not be public knowledge. While employed by the Company and for three years from
the Date of Termination, if you are receiving or have received payments under
Section 3(c), you shall not, without prior written consent of the Company,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it; except the foregoing prohibition
shall not apply to the extent such information, knowledge or data (a) was
publicly known at the time of disclosure to you, (b) becomes publicly known or
available thereafter other than by any means in violation of this Agreement, or
(c) is required to be disclosed by you as a matter of law or pursuant to any
court or regulatory order.
(c) You hereby acknowledge and agree that your obligations under this
Section 5 are of a special, unique and extraordinary character and that a
failure to perform any such obligation or a violation thereof may cause
irreparable injury to the Company, the amount of which will be impossible to
estimate or determine and which cannot be adequately compensated. Therefore, you
agree that the Company shall be entitled, as a matter of course, to an
injunction, restraining order, writ of mandamus or other equitable relief from
any court of competent jurisdiction, including relief in the form of specific
performance, restraining any violation or threatened violation of any term of
this Section 5, or requiring compliance with or performance of any obligation
under this Section 5 by you and such other persons as the court shall order. The
rights and remedies provided the Company hereunder are cumulative and shall be
in addition to the rights and remedies otherwise available to the Company under
any other agreement or applicable law.
6. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notice to the Company shall be directed to the attention of the Board
of Directors, with a copy to the Secretary of the Company, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change in address shall be effective only upon
receipt.
7. Miscellaneous. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be specifically designated by
the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or
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dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Illinois. All references to sections of the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state, or local law.
8. No Vested Interest. Neither you nor your Beneficiary shall have any
right, title or interest in any benefit under this Agreement prior to the
occurrence of the right to the payment thereof, or in any property of the
Company or its subsidiaries or affiliates.
9. Prior Agreements. This Agreement contains the entire understanding
between the parties hereto with respect to severance benefits and supercedes any
such prior agreement between the Company (or any predecessor of the Company) and
you. If there is any discrepancy or conflict between this Agreement and any
plan, policy or program of the Company regarding any term or condition of
severance benefits, the language of this Agreement shall govern.
10. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
11. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
12. Arbitration. Except as provided in Section 5(c), any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in the State of Illinois, in accordance with the
rules of the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction; provided,
however, that you shall be entitled to seek specific performance of your right
to be paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.
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If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Company the enclosed copy of this letter which will then
constitute our agreement on this subject.
Sincerely,
BORG-WARNER SECURITY
CORPORATION
By /s/ J. Joe Adorjan
---------------------------------
Agreed to and Accepted
September 5, 1997
/s/ Timothy M. Wood
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