Exhibit 10.02
January 1, 2001
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Dear ▇▇. ▇▇▇▇▇:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1988, as amended by agreements dated March 1,
1990, October 22, 1992, October 18, 1994, February 20, 1996 and November 3,
1998 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 2002 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$800,000 per annum for the extension period January 1, 2001 through December
31, 2002. Basic Salary shall be payable in accordance with the Company's
customary payroll practices for executives as in effect from time to time, and
shall be subject to such increases as the Board of Directors of the Company,
in its sole discretion, may from time to time determine. Such Basic Salary
shall be exclusive of fees received by you as a director and as a member of
Committees of the Boards of Directors of other corporations, including
subsidiaries, affiliates and investees of the Company.
3. In addition to receipt of Basic Salary under the Employment
Agreement, you shall participate in and shall receive incentive compensation
under the Compensation Plan for Executive Officers of the Company (the
"Compensation Plan") as awarded by the Incentive Compensation Committee of the
Board of Directors of the Company.
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January 1, 2001
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of
pensionable earnings in determining your Supplemental Benefits under the
Employment Agreement. In no event, however, shall such Supplemental Benefits
duplicate benefits under the Company's Benefit Equalization Plan as amended
from time to time.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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November 3, 1998
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▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1988, as amended by agreements dated March 1,
1990, October 22, 1992, October 18, 1994 and February 20, 1996 (the
"Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 2000 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$975,000 per annum for the extension period January 1, 1998 through December
31, 2000. Your Basic Salary for the balance of 1998 will remain at the rate of
$975,000 per annum. Basic Salary shall be payable in accordance with the
Company's customary payroll practices for executives as in effect from time to
time, and shall be subject to such increases as the Board of Directors of the
Company, in its sole discretion, may from time to time determine. Such Basic
Salary shall be exclusive of fees received by you as a director and as a
member of Committees of the Boards of Directors of other corporations,
including subsidiaries, affiliates and investees of the Company.
3. In addition to receipt of Basic Salary under the Employment
Agreement, you shall participate in and shall receive incentive compensation
under the Compensation Plan for Executive Officers of the Company (the
"Compensation Plan") as awarded by the Incentive Compensation Committee of the
Board of Directors of the Company.
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November 3, 1998
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of
pensionable earnings in determining your Supplemental Benefits under the
Employment Agreement. In no event, however, shall such Supplemental Benefits
duplicate benefits under the Company's Benefit Equalization Plan as amended
from time to time.
5. The Company shall pay to you annually an amount equal to any
difference between your available "flexdollars" amount under the Company's
Beneflex employee benefit program and a greater flexdollars amount calculated
on a basis which includes incentive based compensation awarded in relation to
an applicable year under the Compensation Plan, after taking into account your
annual "Beneflex" elections. For purposes of such calculations, incentive
based compensation may be assumed to be payable in the amount of your "Cap"
for the applicable year under the Compensation Plan, subject to appropriate
adjustment in relation to incentive compensation actually awarded under the
Compensation Plan. Other employee benefits, such as life insurance, provided
by the Company will be based on your Basic Salary.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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February 20, 1996
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▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1988, as amended by agreements dated March 1,
1990, October 22, 1992 and October 18, 1994 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 1998 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$1,750,000 per annum for the period January 1, 1996 through May 31, 1996. For
the period June 1, 1996 through December 31, 1996, your Basic Salary shall be
in the amount of $975,000, less amounts theretofore paid as Basic Salary for
the calendar year 1996. For the calendar years 1997 and 1998 Basic Salary
shall be paid to you at the rate of $975,000 per annum. Basic Salary shall be
payable in accordance with the Company's customary payroll practices for
executives as in effect from time to time, and shall be subject to such
increases as the Board of Directors of the Company, in its sole discretion,
may from time to time determine. Such Basic Salary shall be exclusive of fees
received by you as a director and as a member of Committees of the Boards of
Directors of other corporations, including subsidiaries, affiliates and
investees of the Company.
3. In addition to receipt of Basic Salary under the Employment
Agreement, in the event the Company's shareholders approve the Incentive
Compensation Plan for Executive Officers of the Company (the "Compensation
Plan"), you shall participate in and shall receive incentive compensation
under the Compensation Plan as awarded by the Incentive Compensation Committee
of the Board of Directors of the Company.
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February 20, 1996
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of
pensionable earnings in determining your Supplemental Benefits under the
Employment Agreement. In no event, however, shall such Supplemental Benefits
duplicate benefits under the Company's Benefit Equalization Plan as amended
from time to time.
5. The Company shall pay to you annually an amount equal to any
difference between your available "flexdollars" amount under the Company's
Beneflex employee benefit program and a greater flexdollars amount calculated
on a basis which includes incentive based compensation awarded in relation to
an applicable year under the Compensation Plan, after taking into account your
annual "Beneflex" elections. For purposes of such calculations, incentive
based compensation may be assumed to be payable in the amount of your "Cap"
for the applicable year under the Compensation Plan, subject to appropriate
adjustment in relation to incentive compensation actually awarded under the
Compensation Plan. Other employee benefits, such as life insurance, provided
by the Company will be based on your Basic Salary.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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October 18, 1994
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▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1988, as amended by agreements dated March 1,
1990 and October 22, 1992 (the "Employment Agreement") .
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
October 31, 1996 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement, effective November 1,
1994, of $1,750,000 per annum, subject to such increases as the Board of
Directors of the Company, in its sole discretion, may from time to time
determine. Such Basic-Salary shall be exclusive of fees received by you as a
director and as a member of committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
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October 18, 1994
Page 2
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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October 22, 1992
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▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company") , dated March 1, 1988, as amended by agreement dated March 1,
1990 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
October 31, 1994 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement, effective November 1,
1992, of $1,500,000 per annum, subject to such increases as the Board of
Directors of the Company, in its sole discretion, may from time to time
determine. Such Basic Salary shall be exclusive of fees received by you as a
director and as a member of Committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
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October 22, 1992
Page 2
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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March 1, 1990
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▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
Reference is made to your Employment Agreement with Loews Corporation
(the "Company"), dated March 1, 1988 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended
as follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
October 31, 1992 upon all the terms, conditions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement, effective March 1,
1990, of $1,250,000 per annum, subject to such increases as the Board of
Directors of the Company, in its sole discretion, may from time to time
determine. Such Basic Salary shall be exclusive of fees received by you as a
director and as a member of Committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
Except as herein modified or amended, the Employment Agreement shall
remain in full force and effect.
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
March 1, 1990
Page 2
If the foregoing is in accordance with your understanding, would you
please sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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AGREEMENT made as of the first day of March, 1988 between LOEWS
CORPORATION (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Tisch").
W I T N E S S E T H:
WHEREAS, Tisch had served as President of the Company until his
retirement to become Postmaster General of the United States on August 15,
1986; and
WHEREAS, Tisch has resigned as Postmaster General of the United
States effective March 1, 1988 and it is desirable that he return to the
employ of the Company, and that the Company be assured of his continued
services upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants
and agreements hereinafter set forth, the parties agree as follows:
1. The Company does hereby engage and employ Tisch's services, in
an executive capacity, for at least a major portion of his time, for a period
of two (2) years and eight (8) months from March 1, 1988 to October 31, 1990.
2. Tisch accepts such employment and agrees that he will perform
the duties which he heretofore performed as President and Chief Operating
Officer of the Company as well as such other duties as may be required of him
from time
to time by the Board of Directors in keeping with the character of his prior
duties. His office will be in New York City.
3. Tisch hereby agrees that during the term hereof he will not
render services for any person, firm or corporation other than the Company or
its subsidiary and affiliated corporations; provided, however, that Tisch may
continue to devote a reasonable portion of his time and attention to
supervision of his own investments, to charitable and civic activities and to
membership on the Board of Directors or Trustees of other non-competitive
companies or organizations, but only to the extent that the foregoing does
not, in the aggregate, (a) require a significant portion of Tisch's time or.
(b) interfere or conflict in any way with the performance of Tisch's services
under this Agreement.
4. As compensation for all of his services here-under, the Company
will pay Tisch, during the term of his employment, a salary at the rate of
Nine Hundred Fifty Thousand ($950,000) Dollars per annum, payable in
accordance with the Company's customary payroll practices, subject to such
increases as the Board of Directors of the Company in its sole discretion may
from time to time determine. Such
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basic salary shall be exclusive of fees received by Tisch as a director and as
a member of committees of the, Boards of Directors of CNA Financial
Corporation and its subsidiaries.
5. The Company hereby agrees to pay to Tisch or his spouse and/or
other beneficiary (the "Recipient") designated under the Retirement Plan for
Employees of Loews Corporation (the "Plan") supplemental retirement benefits
("Supplemental Benefits") in an amount equal to the amount, if any, by which
(i) retirement benefits which the Recipient would be entitled to receive under
the Plan, without giving effect to provisions of the Plan. ("Plan Limits") now
or hereafter in effect which limit benefits in accordance with the Erisa Limit
defined below, would exceed (ii) retirement benefits actually paid to the
Recipient under the Plan as limited by the-Plan Limits and the Erisa Limit.
The Supplemental Benefits shall be paid by the Company from its general funds
and not from any funds or assets held under the Plan and the Company shall not
be obligated to deposit or set aside any funds for the payment thereof. The
Supplemental Benefits shall be paid by the Company at the same times and on
the same terms (as nearly as may be practicable) as the Recipient is entitled
to receive retirement benefits from the Plan, except to the extent with-
holding for taxes may be applicable. As used herein, the term "Erisa Limit"
shall mean the maximum annual retirement benefit allowed under Section
401(a)(17) and Section 415, as adjusted from time to time pursuant to Section
401(a)(17) and
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Section 415(d), of the Internal Revenue Code of 1954 as amended to the date
hereof.
6. For a period of six years commencing with the termination of
Tisch's active employment with the Company, Tisch will render such services of
an advisory nature as the Board of Directors of the Company shall request and
Tisch's health will permit (such services to be rendered at such times and
places as shall be mutually convenient and after reasonable notice to Tisch)
and Tisch will not be employed by or engaged in any business which is in
direct or substantial competition with the business of the Company at any time
during such period.
7. This Agreement sets forth the entire understanding between the
parties with respect to the subject matter hereof and supersedes all prior
understandings and agreements. No change, termination or waiver of any of the
provisions hereof shall be binding unless in writing and signed by the party
against whom the same is sought to be enforced.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be duly executed as of the day and year first above written.
LOEWS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Accepted and Agreed to:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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