EXHIBIT 10.21
December 19, 2001
Mr. Jerry Kronenberg
8621 Tournament Drive
Memphis, TN 38125
RE: EMPLOYMENT STATUS AND CONDITIONS OF
RETIREMENT FROM THOMAS & BETTS
Dear Jerry:
To clarify our prior discussion, I have outlined below the terms and
conditions of your continued employment status as well as your retirement from
Thomas & Betts Corporation:
1. Through January 1, 2002, you will continue to be employed by Thomas &
Betts. During this time, you will be available to assist in our efforts to
transition our legal affairs to your replacement as well as provide
counsel on other matters within your competence, knowledge and experience.
Following the completion of your employment period, you will retire.
2. Your Employment Agreement dated September 5, 2001 is considered to be null
and void as of January 1, 2002.
3. You will receive a one-time, lump sum severance payment in the amount of
$400,625 gross in the pay period immediately following your retirement.
This payment represents the equivalent of one times your base pay, bonus
target and perk allowance. In addition, you will receive payment in the
amount of $30,288 representing 30 days of 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 $37,468 as
documented in the memo dated September 15, 2000 from Connie Muscarella
(Attachment A). In addition, loan payments in the amounts of $100,000,
$94,621, $22,141 and $18,620 made to you in October 1994, April 1995,
April 1996 and April 1997 respectively will be forgiven. Note that the
$100,000 loan provided to you in October 1994 and related to your
relocation will also be grossed-up for income tax purposes.
5. Upon your retirement, all Stock Options which will at the time have been
granted to you by the Corporation prior to your retirement on December 31,
2001 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.
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 retirement on January 1,
2002 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 twelve (12) years, and such additional months as
appropriate, of service.
8. With the successful completion of the employment terms set forth above,
your benefits shall be as follows:
Lump sum severance payment totaling $400,625.
Executive Retirement Plan benefits as outlined in paragraph 7 above.
A preliminary calculation is provided (Attachment B).
Comprehensive medical and dental coverage, for you and Marsha (your
current covered dependent), up to December 31, 2004 subject to the
provisions of section 15. Note that for your coverage, T&B would be
considered a secondary plan, whereas we would continue to be a
primary provided for Marsha. 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).
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 have agreed with the obligations set forth in the Employment
Proprietary Information and Invention Agreement (a copy of which is
attached as Attachment C). 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, 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
T. Kevin Dunnigan
Chairman and C.E.O.
Agreed: /s/ Jerry Kronenberg
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Jerry Kronenberg
Date: 12/29/01
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