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Exhibit 10(l)
December 5, 1994
E. D. Dunford
301 Rocky Point Road
Palos Verdes, CA 90274
Dear Ed:
This letter will confirm our understanding relating to your consulting
agreement with TRW upon your termination of employment as President and Chief
Operating Officer. The attached terms and conditions, together with this
letter, constitute our "Agreement".
We will request your general consulting services and advice primarily for the
Space and Defense businesses, and the timing and extent of your activities will
be flexible. However, you will not be obligated to devote more than 15 percent
of your time in any year to such services. Your consulting services will be
rendered at such times and places as are mutually satisfactory and TRW will
have no control over any reasonable manner or methods used by you in rendering
such services.
Our arrangement will become effective on January 1, 1995 and will continue for
two years, terminating on December 31, 1996. Thereafter, this Agreement may be
renewed from year to year on mutually agreeable terms and conditions. The
Agreement may be terminated by either of us in accordance with the attached
terms and conditions.
As compensation for your services as a Consultant, TRW will pay to you $150,000
per year, to be paid in monthly installments.
TRW will also reimburse you for first-class airfare and all other reasonable
out-of-pocket travel, entertainment, telephone and other business expenses
incurred by you in performing your duties. Receipts for such expenses,
accompanied by an expense report substantially the same as the TRW expense
report form with which you are familiar should be submitted to me for
processing and approval. For the convenience of TRW, during the term of this
Agreement and any renewals, we will also provide or reimburse you for required
secretarial and other appropriate services.
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For purposes of Article VI of the attached terms and conditions, your serving
as an employee, officer, Director, Chairman of the Board or consultant of
Thiokol Corporation or as a Director of Cooper Tire & Rubber Co. is hereby
approved, provided that, and so long as, the respective businesses of the
companies remain substantially the same as they were on November 1, 1994.
If you agree, please sign at the bottom of this letter and initial each page of
the attached terms and conditions and return them to me. Please keep a copy of
the letter and the terms and conditions for your records.
Sincerely,
Peter S. Hellman
ACCEPTED: /s/ E. D. Dunford
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E. D. Dunford
Date: December 12, 1994
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PSH/ai
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TERMS AND CONDITIONS
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I. CONFIDENTIAL INFORMATION
The term "TRW Confidential Information" refers to all data, reports,
drawings, tapes, formulas, interpretations, forecasts, business plans and
analyses, records, trade secrets, customer lists, documents, proposals,
information regarding products, pricing, terms of sale, processes, research and
development, apparatus and application methods and all other information
reflecting upon or concerning TRW Inc., its subsidiaries and affiliates ("TRW")
that TRW protects against unrestricted disclosure to others and that Consultant
obtains from TRW, its employees, subsidiaries and affiliates, or otherwise
acquires while engaged hereunder, including information of a third party as to
which TRW has a nondisclosure obligation. In view of the sensitive information
to which Consultant will have access during his engagement hereunder, any
information reflecting upon or concerning TRW and known, communicated or
accessible to Consultant shall be deemed to be TRW Confidential Information
unless such information has been published by TRW in publicly available
documents.
Such TRW Confidential Information includes, but is not limited to, secret
or confidential matters (a) of a technical nature, (b) of a business nature,
and (c) of either nature pertaining to future development. Consultant:
(a) agrees that TRW Confidential Information is the sole property
of TRW and that such TRW Confidential Information shall be used
only in providing consulting services hereunder for TRW;
(b) will hold the TRW Confidential Information in confidence and not
disclose it in any manner whatsoever, in whole or in part, to any
person except to employees of TRW, or to employees of Consultant
who need to know in order to perform their duties and who agree in
writing to use the Confidential Information only to assist
Consultant in performance of Consultant's duties hereunder;
(c) will take or cause to be taken all reasonable precautions to
prevent the disclosure or communication of TRW Confidential
Information to third parties;
(d) agrees that each reproduction, duplication, or copy of any portion
of TRW Confidential Information will be deemed TRW Confidential
Information for all purposes hereunder; and
(e) will, upon expiration or termination of the Agreement,
discontinue all use of TRW Confidential Information and return all
documents containing TRW Confidential Information to TRW.
Initialed ________
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II. INVENTIONS
Consultant shall disclose promptly to TRW all ideas, inventions,
discoveries or improvements, whether or not patentable, which were or are
conceived or first reduced to practice by Consultant, whether solely or jointly
with employees of TRW, in the course of performing work hereunder or as a
result of knowledge acquired while performing services under this Agreement
("TRW Inventions"). Consultant agrees that all TRW Inventions shall be the
sole property of TRW. During and subsequent to the term of this Agreement,
Consultant will execute and deliver to TRW all documents and take such other
action as may be reasonably required by TRW to assist TRW in obtaining patents
in the United States and foreign countries and in vesting title thereto in TRW
for said TRW Inventions. At TRW's request and expense, Consultant shall
cooperate with TRW and do all things reasonably and lawfully appropriate to
assist TRW, or its successors, assigns and nominees, to obtain and enforce
patents relating to such TRW Inventions.
III. COPYRIGHTS
Neither Consultant nor any of Consultant's employees or independent
contractors shall knowingly incorporate in any work prepared under this
Agreement any copyrighted or proprietary material of TRW or any other person.
Further, any work of authorship created under this Agreement shall constitute a
"work made for hire", when so defined by the Copyright Act, and as to any work
not so defined, Consultant hereby transfers to TRW any and all right, title and
interest Consultant may have in and to the copyright in such work for the
entire term of the copyright. No rights are reserved to Consultant in any work
prepared under this Agreement.
IV. LICENSE
Consultant hereby grants to TRW a fully paid-up, nonexclusive and perpetual
right and license to use any and all of Consultant's know-how and trade secrets
which are necessary to the implementation of work by TRW pursuant to the
reports and recommendations made by Consultant.
V. CLASSIFIED MATERIAL
TRW shall advise Consultant which information or items provided to
Consultant constitute classified material, and Consultant shall comply with all
security requirements imposed by the United States Government or TRW. If it
becomes necessary for Consultant to store classified material at Consultant's
place of work, other than TRW premises, a facility clearance shall be required.
In that event, Consultant shall enter into a security agreement with the
applicable Government agency and maintain a system of security controls in
accordance with such security agreement. All such classified material shall be
promptly returned to TRW on request or upon termination of the security
agreement or this Agreement, whichever first occurs.
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VI. NONCOMPETE
Except as a member of the Chief Executive Office of TRW grants specific
prior written approval after full disclosure of all relevant facts, Consultant,
until two years from the date hereof (provided, however, that if the term of
this Agreement extends beyond two years from the date hereof, the termination
of these provisions shall extend until the termination of this Agreement), (a)
shall refrain from accepting work, engagements or appointments from any third
party which could conflict with, or impede an unbiased performance of,
Consultant's work hereunder or the protection of TRW Confidential Information
and (b) shall not, directly or indirectly, as owner, manager, officer,
director, employee, consultant or in any other capacity, become financially
interested in or otherwise connected with a third party which engages in
business activity which is competitive with the business activities of TRW or
with work performed under this Agreement; provided, however, this limitation
shall not preclude Consultant from making a nominal equity investment in a firm
whose stock is listed on a national securities exchange or NASDAQ.
VII. COMPLIANCE
Consultant warrants that Consultant has the right to enter into this
Agreement and that performance of the work specified shall not cause Consultant
to be in violation of any federal, state or local law or regulation, or any
contractual agreement entered into by the Consultant. Consultant shall comply
with TRW's policies, directives and standards, including without limitation
TRW's standards regarding legal and ethical conduct and government contracting
and with all applicable federal, state and local laws and regulations.
Consultant shall file all tax returns and reports required to be filed pursuant
to law.
VIII. TERMINATION
This Agreement will terminate upon the death of Consultant or, if
Consultant is unable to perform Consultant's duties hereunder for a period of
thirty consecutive days, forthwith upon receipt of written notice from TRW.
This Agreement may also be terminated as set forth in the attached letter
agreement. Payment shall be made for services and expenses rendered or
incurred through the date of termination. Advance payments shall be prorated
through the termination date. The covenants set forth in these Terms and
Conditions shall be permanent and shall survive the termination of the
Agreement.
IX. FORCE MAJEURE
Neither party shall incur liability to the other party on account of any
loss or damage resulting from any delay or failure to perform any part of this
Agreement where such delay or failure was caused in whole or in part by events,
occurrences, or causes beyond the reasonable control of such party.
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X. RECORDS
Consultant shall maintain a written record of all work performed and data
generated in the course of performance. Such written material shall be the
sole property of TRW and shall be made available on request. TRW shall have
the right to request preliminary reports from Consultant which represent the
findings and conclusions of Consultant based on the information which exists at
that time. Upon completion of each specific project or termination of this
Agreement, Consultant shall, if requested by TRW, promptly furnish TRW a
complete report, together with all supporting contract data.
XI. CHANGES
TRW may order changes in the description of services to be performed by
Consultant. If Consultant believes that any change requested will require
additional compensation to Consultant or will adversely affect the schedule for
rendering services, before proceeding with any work on the change, Consultant
will so advise TRW and thereafter Consultant will not proceed with any such
change until Consultant has received written authorization from TRW to do so.
This Agreement may not be amended, modified or otherwise changed except by an
instrument in writing signed by TRW and Consultant.
XII. INDEPENDENT CONTRACTOR
Consultant agrees that in the performance of this Agreement, Consultant
shall act as an independent contractor, and not as an employee of TRW, and all
of Consultant's agents and employees shall be subject solely to the control,
supervision and authority of Consultant. Consultant understands and agrees
that TRW will not cover Consultant or Consultant's employees or agents with
Worker's Compensation, Unemployment Insurance, State Disability Insurance,
public liability insurance or other benefits that may be available to employees
of TRW. Consultant shall refrain from any representation that Consultant is an
employee, agent or legal representative of TRW, or from incurring liabilities
or obligations of any kind in the name, or on behalf, of TRW.
It is agreed that (a) Consultant shall be responsible for Social Security
taxes, if any, which may be applicable and for any other applicable fees or
taxes (federal, state or local) which may be required; and (b) Consultant and
Consultant's employees, agents, heirs, successors and assigns shall not be
entitled, by virtue of any work done under this Agreement, to any benefits
under any medical or travel accident insurance, pension, sick leave, life
insurance, vacation, or disability, or other employees' benefit plan or plans
maintained by TRW for its employees; and (c) Consultant shall hereby indemnify
and hold TRW, its agents, and employees harmless from and against any expense,
claim, action, loss or liability to any third party that results from or is
caused by, directly or indirectly, Consultant's willful misconduct in the
course of performing work under this Agreement, or the willful misconduct of
Consultant's employees, agents, subcontractors, suppliers or other third
parties utilized in connection with Consultant's performance.
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XIII. INDEMNIFICATION
TRW agrees to indemnify and hold Consultant harmless from and against any
losses, claims, damages, liabilities, or actions related to or arising out of
this engagement and Consultant's role in connection therewith, and will
reimburse Consultant for all expenses (including reasonable counsel fees)
incurred by Consultant in connection with investigating, preparing or defending
any such action or claim, whether or not in connection with pending or
threatened litigation in which Consultant is a party, if Consultant acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of TRW and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. TRW
agrees that Consultant shall not have any liability (whether direct or
indirect, in contract or tort or otherwise) to TRW for or in connection with
such engagement, except for any such liability for losses, claims, damages,
liabilities or expenses incurred by TRW that result primarily from Consultant's
bad faith or breach of any obligation to TRW pursuant to such engagement.
If any action or proceeding is brought against Consultant in respect of
which indemnity may be sought against TRW pursuant hereto, Consultant shall
promptly notify TRW in writing of the commencement of such action or
proceeding, but the omission so to notify TRW shall not relieve TRW from any
other obligation or liability which TRW may have to Consultant otherwise than
under this Agreement or with respect to any other action or proceeding. In
case any such action or proceeding shall be brought against Consultant, TRW
shall be entitled to participate in such action or proceeding, and, after a
written notice from TRW to Consultant, to assume the defense of such action or
proceeding with counsel of TRW's choice at its expense (in which case TRW shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by Consultant); provided, however, that such counsel shall be
reasonably satisfactory to Consultant in the exercise of his reasonable
judgment.
Notwithstanding TRW's election to assume the defense of such action or
proceeding, Consultant shall have the right to employ separate counsel and to
participate in the defense of such action or proceeding. TRW shall bear the
reasonable fees, costs and expenses of one such separate counsel (and shall pay
such fees, costs and expenses at least quarterly) if TRW approves in advance
the separate counsel selected by Consultant and if: (i) the use of counsel
chosen by TRW to represent Consultant would present such counsel with a
conflict of interest; (ii) the defendants in, or targets of, any such action or
proceeding include both Consultant and TRW, and, upon advice of counsel,
Consultant shall have reasonably concluded that there may be legal defenses
available to him which are materially different from those available to TRW (in
which case TRW shall not have the right to direct the defense of such action or
proceeding on behalf of Consultant); (iii) TRW shall not have employed counsel
reasonably satisfactory to Consultant in the exercise of reasonable judgment to
represent Consultant within a reasonable time after notice of the institution
of
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such action or proceeding; or (iv) TRW shall authorize Consultant to employ
separate counsel at its expense.
TRW and Consultant understand that the indemnity provisions contained in
this Agreement shall be in addition to any and all other rights and remedies
which the parties may have at law or in equity or otherwise, including, but not
limited to, any right of contribution.
Notwithstanding anything contained herein to the contrary, it is the
intention of TRW and Consultant that the indemnification provided herein by TRW
to Consultant shall not be more than that provided to a presently serving
elected officer of TRW Inc.
XIV. NONDISCRIMINATION
Consultant: (a) will not discriminate against any applicant for employment
on the basis of race, color, non-job related handicap, veteran status,
religion, sex, national origin or age; (b) will take affirmative action to
ensure that applicants are employed and employees are treated during employment
without regard to their race, color, religion, sex, national origin, veteran
status or non-job related handicap; and (c) will otherwise at all times comply
with all applicable federal, state and local laws, rules, regulations, orders
and ordinances relating to equal employment opportunity. Without limiting the
generality of the foregoing, Consultant shall at all times comply fully with
the provisions of the following regulations and Executive Orders, as the same
may be amended or modified from time to time, and all rules and regulations
promulgated thereunder or relating thereto or to such Executive Orders, as so
amended or modified, such rules and regulations being herein incorporated by
this reference: (i) Executive Order 11246, as amended by Executive Order 11375
(relating to nondiscrimination in employment by Government contracts and trade
contractors); (ii) Executive Order 11625 (relating to utilization of minority
business enterprises); (iii) Executive Order 11701 and 41 CFR 60-250 (relating
to employment of certain veterans); (iv) Executive Order 11758 and 41 CFR
60-741:4 (relating to employment of handicapped persons); and (v) Executive
Order 11141 (relating to nondiscrimination on the basis of age). Consultant
shall, upon request of TRW, provide TRW with such certifications and undertake
such other actions as TRW may deem appropriate to verify and assure
Consultant's compliance with such Executive Orders and regulations.
XV. PUBLICITY
Except as TRW grants prior written approval, Consultant shall not publicize
the existence or terms of, or work performed under, this Agreement.
XVI. ASSIGNMENT
This Agreement shall not be assignable by either party without the prior
written consent of the other party, except that TRW may assign this Agreement
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without such consent with respect to any corporate reorganization, merger,
transfer of assets or similar transaction pursuant to which all of TRW's rights
and obligations hereunder are transferred by operation of law or otherwise.
XVII. ENTIRE AGREEMENT
This Agreement, including the engagement letter and these terms and
conditions, sets forth the entire understanding between the parties relating to
the subject matter contained herein and merges all prior discussions between
them. Neither party shall be bound by any condition, warranty, or
representation other than as expressly stated in this Agreement or as
subsequently set forth in writing signed by the parties. If prior agreements,
letters or proposals relating to the subject matter of this Agreement are
inconsistent with the terms and conditions of the Agreement, this Agreement
shall govern. Should any term of this Agreement be deemed illegal, invalid or
unenforceable in any respect in any jurisdiction, neither the legality, the
validity or enforceability of the remaining terms of this Agreement nor the
legality, validity or enforceability of such term under the law of any other
jurisdiction shall in any way be affected or impaired thereby.
Initialed ________
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