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EXHIBIT 10.02
GENRAD
GENRAD, INC.
300 Baker Avenue Boston Line
Concord 617-646-7400
Mass 01742
508-369-4400
September 7, 1994
Mr. Robert C. Aldworth
Chief Financial Officer
GenRad, Inc.
300 Baker Avenue
Concord, MA 021742-2174
Dear Bob:
Pursuant to our discussions during the last few days, I
have set forth in this letter the terms agreed to between
us with respect to your plans to leave GenRad, Inc. (the
"Company").
1. You will resign as Chief Financial Officer of
the Company effective as of the later of (a) October 31,
1994, or (b) the earlier of the date upon which the
Company has a new Chief Financial Officer or the date
upon which you accept employment elsewhere.
Notwithstanding your resignation as Chief Financial
Officer, your employment with the Company will continue
thereafter until you accept employment elsewhere, but in
no event later than December 31, 1994, unless otherwise
agreed by the Company (the "Termination Date").
2. During the period beginning on the Termination
Date and ending on the second anniversary of the
Termination Date, the Company will pay to you your base
salary as in effect on the date hereof, which is $250,000
per annum, at the same time intervals as salary payments
were made to you immediately prior to the Termination
Date.
3. During the period beginning on the Termination
Date and ending on the second anniversary of the
Termination Date, the Company will maintain in effect for
you all life, medical, dental and similar health benefits
for which you are eligible as of the date hereof.
Further, during such period you will be treated for
purposes of the Company's 1982 Employee Stock Option Plan
and the 1991 Equity Incentive Plan, as it relates solely
to vested shares, as though you were a full time employee
of the Company.
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Robert C. Aldworth
September 7, 1994
Page 2
Still further, until December 31, 1994 for purposes of the Company's 1994
Incentive Compensation Plan, you will be treated as though you were a full time
employee of the Company.
4. The Company will provide you with reasonable outplacement support
in connection with your termination of employment.
5. You hereby acknowledge your continuing obligations to the Company
contained in Section 5 of the Amended and Restated Employment Agreement dated
December 1, 1991, as amended, between you and the Company (the "Employment
Agreement").
6. Amounts payable to you hereunder will be subject to any state and
federal withholding obligations imposed upon the Company by applicable law.
7. Your acceptance of the benefits provided herein will constitute an
acknowledgment of full satisfaction of any benefits to which you might be
entitled under your Employment Agreement.
8. Your acceptance of the benefits contained herein will resolve any
and all claims, disputes or obligations that you may have against the Company,
except those relating to the obligations of the Company provided for herein and
any benefits to which you are entitled under the Company's qualified employee
benefit plans. In consideration of the Company's agreement to make payments
hereunder that exceed those to which you would be entitled under your
Employment Agreement, you hereby release the Company, its officers and
directors and its representatives, successors and assigns from any and all
claims you may have against any of them for compensation, benefits or damages
of any nature, either in law or in equity, arising out of your employment by
the Company and the termination of that employment, including without
limitation any rights or claims under the Age Discrimination in Employment Act
of 1967 as amended (29 U.S.C. 621) and Massachusetts General Laws Chapter 151B,
except any such claims relating to the benefits to which you are entitled
hereunder. In consideration of the benefits provided under this agreement, you
agree to execute a further similar release of the Company on the Termination
Date.
9. This letter agreement represents the entire agreement between you
and the Company with respect to your employment and the termination thereof.
It supersedes any prior agreements or understandings between us, including
those contained in your Employment Agreement, except to the extent benefits
payable thereunder are to be paid as provided herein. Once accepted, this
agreement may be modified only in a writing signed by each of us. It will be
governed by Massachusetts law and will be binding upon and inure to the benefit
of your heirs and your and our successors and assigns.
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Robert C. Aldworth
September 7, 1994
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If you agree to the foregoing terms, will you please so indicate by
signing and returning the enclosed copy of this letter to me. In that case,
the agreement between us will be effective on the date first above written.
From the date that you receive this agreement you have twenty-two (22)
days to consider it. Should you decide to sign the agreement, you have seven
(7) days following the signing to revoke the agreement, and the agreement will
not become effective and enforceable until that seven (7) day revocation period
has expired. Should you either decide not to sign this agreement or should you
sign it and elect to revoke it during the seven (7) day period, then this
agreement shall be null and void.
Very truly yours,
GenRad, Inc.
By: /s/ JAMES F. LYONS
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James F. Lyons, President and
Chief Executive Officer
Accepted and Agreed:
/s/ ROBERT C. ALDWORTH
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Robert C. Aldworth