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EXHIBIT 10.15
December 17, 1999
Mr. Arthur E. Wegner
Chief Executive Officer
Raytheon Aircraft Company
9709 East Central
Wichita, KS 67026
Dear Art:
Please accept this letter confirming the understandings we have reached
with respect to your resignation from Raytheon Company and your retirement. This
letter also incorporates your entitlements under the Change in Control Severance
Agreement dated November 22, 1995, as amended.
1. Resignation Date: Your resignation will be effective July 31, 2000.
2. Retirement Date: The effective date of your retirement will be August 1,
2000, at which time you will be seen by the plan as having ten (10) years
of service.
3. 2000 Results Based Incentive ("RBI") Bonus: You shall receive a 2000 RBI
Bonus based on established performance standards.
4. Long Term Achievement Program ("LTAP"): You will be entitled to a pay-out,
if any, concerning the 1999 Transition, 2000 Transition and 1999-2000 LTAP
plans, pursuant to their terms, including pro-ration as provided by the
plans.
5. Severance Compensation: Pursuant to Section 2.2(a)(i) of the CIC Agreement,
you will be paid the following:
(a) Three times Base Salary as of December 1999: 1,563,000
(b) Three times target 2000 Results Based Incentive Bonus 1,260,000
(c) Pro-rata targeted 2000 Results Based Incentive Bonus 210,000
(d) Present value of SERP benefit as of August 1, 2000,
including 3 years of additional service and age 1,188,214
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$4,221,214
6. Employee Benefits: You may continue, on an active employee basis, in
company-sponsored medical, dental and Senior Executive Life Insurance
programs for three (3) years from the effective date of your resignation.
7. Personal Time Off ("PTO"): You will be paid your unused accrued PTO.
8. Stock Options: As a retiree, you will have three years from your last day
actually worked as an active employee at Raytheon to exercise outstanding
vested stock options.
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9. Litigation Cooperation: You agree that, in the event that Raytheon Company
becomes a party in any legal or administrative proceeding or asserted claim
relating to events which occurred during your employment, you will
cooperate to the fullest extent reasonably possible in the preparation and
presentation by Raytheon Company in the prosecution or defense, including
without limitation the execution of affidavits or other documents providing
information requested by Raytheon Company.
10. Ethics Compliance: You hereby represent and warrant that, to the best of
your knowledge, you have complied in full with all Raytheon Company
policies related to ethics, and have disclosed to Raytheon Company all
matters which were required to be disclosed by said policies. In
particular, you represent and warrant that, to the best of your knowledge
except as so disclosed by you, you have no information which you believe
could be the basis for any charge of a violation of law by Raytheon Company
or persons associated with Raytheon Company, including but not limited to
violations of the False Claims Act or any federal or state environmental
statute.
11. Security Clearance: In the course of your employment at Raytheon Company,
you may have come into possession of or exposure to matters due to your
security clearance. Raytheon Company reminds you that disclosure of any
information which came to you as a result of your security clearance,
including work product, company plans and other matters, shall not be
discussed or revealed in any way, except if required to do so pursuant to a
proceeding instituted by an appropriate government agency or at the request
of an authorized company agent.
12. Confidential and Proprietary Information: You agree to keep all
confidential and proprietary information of the Company, its subsidiaries
and affiliated companies, including joint venture partners, strictly
confidential except to the extent disclosure is required by law or court
order.
13. Confidentiality of This Agreement: You and Raytheon Company mutually agree
to keep the terms and conditions of this Agreement confidential and will
not disclose the terms hereof to anyone, except to immediate family
members, tax accountants, lawyers, and/or others who have a reasonable need
to know the terms hereof.
14. Insider Information: In the course of your responsibilities you may
constitute an "insider" for securities law purposes. We would like to
remind you that any financial plan, program, estimate or matter not readily
available to the general public shall be kept in strictest confidence and
may not be disclosed or discussed.
15. Arbitration: Any dispute arising under this Agreement shall be settled by
arbitration. Such arbitration shall be conducted in accordance with the
rules of the American Arbitration Association before a panel of three
arbitrators sitting in a city to be determined by mutual agreement. The
decision of the arbitration panel shall be final and binding on both
parties. Judgment may be entered on the award of the arbitrators in any
court having proper jurisdiction.
This Agreement sets forth the entire agreement and understandings of
the parties and supersedes all previous discussions, commitments or agreements.
If you have any questions about this Agreement, please contact me.
Sincerely,
Keith J. Peden
Vice President, Deputy Director
Human Resources
cc: D. M. Donovan
ACCEPTED:
Arthur E. Wegner
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