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Exhibit 10(x)
June 4, 1998
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Re: Agreement and Release
Dear ▇▇▇▇▇:
This Agreement and Release (the "Agreement") is to confirm our agreement
with respect to the termination of your employment with Raychem Corporation
("Raychem"). Please indicate your agreement by signing, dating, and returning
this Agreement to me no later than June 30, 1998.
We have agreed that your employment with Raychem will end as of the end of
the business day on August 1, 1998 or, if you elect to terminate your employment
voluntarily before such date, such earlier date (the "Termination Date").
Thereafter, you will no longer be an employee of Raychem. In your final paycheck
on the Termination Date, you will be paid all earned and unpaid salary together
with any accrued and unused vacation pay, less deductions authorized or required
by law. In addition, to induce Raychem to enter into this Agreement, you agree
to enter into the Professional Services Agreement attached as Exhibit 1. You
agree that the consideration named in this Agreement is sufficient to compensate
you for the release given herein, for any consulting services you may provide to
Raychem pursuant to the Professional Services Agreement, and for agreeing to all
other terms set forth in this Agreement. You also agree that the severance
amounts set forth herein are in lieu of any severance payments to which you
would otherwise be entitled under Raychem's Human Resources policies.
Commencing on August 1, 1998, you will also receive a severance amount
equal to (i) one (1) year of severance payments based on your current salary of
Three Hundred And Forty Thousand Dollars ($340,000.00) regardless of whether you
obtain other employment during this period (the "Full Salary Period"), and (ii)
if you are not working at a new job or for yourself (self-employed) during the
one (1) year period commencing on August 1, 1999, upon your written request as
set forth below, up to an additional one (1) year of such severance payments
based on your current salary ($340,000.00) or, if you are working at a new job
or for yourself (self-employed) during the year commencing on August 1, 1999,
and your annual cash compensation
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and/or salary (including bonuses) from this employment is less than Three
Hundred And Forty Thousand Dollars ($340,000.00), the difference between those
two (2) figures (the "Differential Salary Period"). Your written request to
receive all or part of the second year of such severance payments must be
received by Raychem at least seven (7) days prior to the date you would be
eligible for such payments. Your written request must include confirmation that
you are not working or, if you are, what your salary or compensation and
expected bonus are. You also agree to subsequently notify Raychem in writing
within five (5) days after any changes in such information (including changes in
employment, salary, compensation and bonus) and to certify to Raychem on a
quarterly basis, and otherwise, as requested by Raychem, the amount of
compensation, salary and bonus from another employer and/or self-employment you
are receiving during the Differential Salary Period. Payments pursuant to the
Full Salary and the Differential Salary Period are not eligible for deferral
under the Raychem Executive Deferred Compensation Plan. This severance benefit,
minus deductions authorized or required by law, will be paid in bi-weekly
installments. All required notification must be sent to Raychem's Corporate
Legal Department, Attention General Counsel.
Information on health coverage and COBRA conversion rights will be mailed
to your home address. Your present Raychem medical benefits (for you and your
eligible covered dependents) will remain in effect, at standard staff rates,
until the earliest to occur of (i) one (1) year after the Termination Date, or
(ii) you secure other employment and you therefore become eligible for medical
insurance, or, you are eligible for medical insurance through any other means,
or (iii) your death, or (iv) you reach age sixty-five (65). Your present Raychem
dental benefits (for you and your eligible covered dependents) will remain in
effect, at standard staff rates, until the earliest to occur of (i) one (1) year
after the Termination Date, or (ii) you secure other employment and you
therefore become eligible for dental insurance, or, you are eligible for dental
insurance through any other means, or (iii) your death, or (iv) you reach age
sixty-five (65). You agree to notify Raychem in writing within five (5) days
after securing other employment or obtaining other medical or dental benefits.
For purposes of COBRA, the "qualifying event" shall be deemed to be the
Termination Date. COBRA coverage, to the extent required by law, will run
concurrently with the Full Salary Period, and with the Differential Salary
Period if applicable, up to the end of the eighteen (18) month COBRA period.
Your spouse and/or dependent children will be entitled to COBRA benefits to the
extent provided by statute should your death occur during the period of your
COBRA coverage. The standard Raychem-paid life insurance benefits will remain in
effect on your behalf for one (1) year from the Termination Date.
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If you are terminating your employment with Raychem before age fifty-five
(55) and are vested in the Raychem Pension Plan, you will be offered the option
of receiving your accrued benefit as an annuity or a lump sum in the first month
of the second calendar quarter following your termination. If your pension
benefit amount as a lump sum is less than Five Thousand Dollars ($5,000) then it
will be distributed to you without the option to decline. At any time after
reaching retirement age (age 65 or older, or age 55 with ten (10) or more years
of service), you are eligible to receive your pension benefit as a normal or
early retirement benefit; at your option, the payment can be in the form of an
annuity or a lump sum.
Raychem will furnish to you through one (1) year from the Termination Date,
according to then current Raychem practices and policies:
o Financial planning services.
o The career transition services of either de Recat & Associates, or
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Associates, professional outplacement firms, to
support and enhance your job search efforts.
Your outstanding stock options to purchase Raychem stock and restricted
stock, under the 1990 Incentive Plan (the "1990 Plan") and the 1988 Executive
Long-Term Incentive Plan (the "Incentive Plan"), to the extent they are
unvested, will continue to vest through August 1, 1999. Any incentive stock
options shall convert to non-qualified stock options three (3) months following
the Termination Date. In exchange for the benefits provided to you under this
Agreement, you agree that the termination date for the 1990 Plan and the
Incentive Plan relating to all outstanding stock options and restricted stock
shall be August 1, 1999, and any unvested options or restricted stock under the
1990 Plan or Incentive Plan will lapse as of August 1, 1999. The
post-termination exercise period of your options under the 1990 Plan or the
Incentive Plan will begin on August 1, 1999, and your vested options under the
1990 Plan or Incentive Plan will expire three (3) months following August 1,
1999. Any outstanding unvested options under stock option or incentive plans
other than the 1990 Plan or the Incentive Plan will expire on your Termination
Date (as defined in paragraph 2 of this Agreement). All outstanding vested
options under such other plans will expire per the terms of such other plans.
However, the provisions of this Agreement shall not extend the exercisability of
options to purchase Raychem stock beyond the expiration date(s) stated in the
relevant option agreement(s).
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You will continue to be considered a designated insider for purposes of
trading in Raychem stock for the entire Full Salary Period, and, if applicable,
during the Differential Salary Period.
Any Raychem employee benefits not otherwise provided for in this Agreement
will no longer be available to you as of the Termination Date.
You agree that you will return all Raychem property to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or
designee by the Termination Date. Raychem property includes but is not limited
to all samples, cases, brochures, papers, notes, and other documents, and all
copies thereof, relating to Raychem, its business, and its customers that have
been obtained by you during your employment, together with other Raychem or
Raychem-customer or supplier property in your possession.
You acknowledge your obligations under the Proprietary Information And
Inventions Agreement, which still remains in effect. You also acknowledge that a
breach of that agreement and the disclosure of Raychem proprietary information
would cause irreparable harm to Raychem and entitle Raychem to obtain injunctive
relief without further proof of damage. We have enclosed a copy of that
agreement as Exhibit 2 for your reference.
As further consideration for the severance benefits set forth in this
Agreement, you agree that you will not, during the term of the Full Salary
Period and Differential Salary Period, if applicable, directly or indirectly,
anywhere in the United States, including any county of the state of California,
or in any foreign country in which, during such period, business is conducted by
Raychem or substantial customers of Raychem are located, enter into or engage in
any activity, as a sole proprietor, shareholder, employee, director, partner,
consultant, or otherwise, or in any way be concerned with the design,
development, use, manufacture and/or sale of any technology, product, product
line or component which is directly competitive with any technology based on
Raychem proprietary information, or any technology, product, product line or
component, which is in development, manufactured and/or sold by Raychem alone or
jointly with third parties as of the Termination Date. You also agree that
during the term of the Full Salary Period and Differential Salary Period, if
applicable, you will not directly or indirectly solicit or induce any other
employee or consultant with Raychem to terminate their employment or
relationship with Raychem. Raychem and you acknowledge that the provisions of
this paragraph may or may not be enforceable under the laws of certain states
and/or certain
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countries. Raychem and you intend that this paragraph be enforced, to the extent
enforceable, in all jurisdictions worldwide in which Raychem currently does
business, and that lack of enforceability in any one jurisdiction shall not
impair enforcement in any other jurisdiction. Breach of this provision shall
entitle Raychem to terminate severance payments under this Agreement in addition
to any other legal remedies to which it may be entitled.
Also, in consideration for a portion of the severance payment being paid to
you under the terms of this Agreement, in the amount of one (1) week of salary,
less deductions authorized or required by law, you, on behalf of your heirs,
spouses and assigns, hereby completely release and forever discharge Raychem
from any claim of age discrimination, known or unknown, foreseen or unforeseen,
arising under the Age Discrimination in Employment Act of 1967 or the California
Fair Employment and Housing Act, up to the Termination Date.
Raychem Corporation is prepared to offer you the consideration set forth
herein, which is above and beyond the wages and benefits to which you would
otherwise be entitled, in exchange for your agreement to release all claims,
known or unknown, against Raychem Corporation, its parent, subsidiaries and
affiliates, and its past, present, and future officers, directors, shareholders,
agents, employees, attorneys, insurers, successors, and assigns (collectively
referred to in this Agreement as "Raychem") as of the date you signed this
Agreement. You are not eligible to receive the consideration outlined herein
unless you elect to sign this Agreement.
In consideration for the severance benefits set forth in this Agreement,
you, on behalf of yourself, your heirs, spouse, and assigns, hereby completely
release and forever discharge Raychem from any and all claims, of any and every
kind, nature, and character, known or unknown, foreseen or unforeseen, based on
any act or omission occurring prior to the Termination Date, including but not
limited to any claims arising out of your offer of employment, your employment,
any employment agreement, or termination of your employment with Raychem or acts
leading up to such termination, and all claims under federal and state
discrimination laws, including but not limited to claims arising under the Age
Discrimination in Employment Act of 1967, and the California Fair Employment and
Housing Act. The only exceptions are any claims that you may have for
unemployment compensation, any rights that you may have under any Raychem
Pension Plan, any Workers' Compensation benefits to which you may be found
entitled, any claims for amounts deferred pursuant to the Raychem Executive
Deferred Compensation Plan, any claims relating to the Raychem TaxSaver Plus
Plan, and any claims for
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indemnification, including any related insurance coverage, to which you may be
entitled in connection with your service as an officer of Raychem (collectively
referred to in this Agreement as "Exempt Claims"). This Release shall not apply
to your right to be indemnified to the fullest extent allowed by Raychem's
Articles and Bylaws, any indemnification agreement between you and Raychem, or
under applicable law with respect to any claims, actions or proceedings based on
or arising out of acts performed within the course and scope of your employment
with Raychem.
This Agreement fully and finally extinguishes and discharges all claims
(except for Exempt Claims), whether known or not and you hereby agree to release
not only claims known but those unknown to you which arose out of your
employment with Raychem or and/or its termination. You therefore agree to waive
the provisions of California Civil Code Section 1532 which states:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor."
You fully understand that, if, in fact, any matter covered by this
Agreement is found hereafter to be other than or different from the fact now
believed by you to be true, you expressly accept and assume that this Agreement
will be and remain effective, notwithstanding such difference in the facts.
You agree neither to file nor to encourage or knowingly permit another to
file on your behalf any claim, charge, action or complaint concerning any matter
referred to in this Agreement. If you have previously filed any such claims
(other than Workers' Compensation claims), you agree to take all reasonable
steps to cause them to be withdrawn without delay.
This Agreement constitutes the entire agreement between yourself and
Raychem with respect to any matters referred to in this Agreement and supersedes
any and all of the other oral or written agreements between yourself and
Raychem, with the exception of the Professional Services Agreement attached
hereto as Exhibit 1, and the Proprietary Information And Inventions Agreement
attached hereto as Exhibit 2, which remain in full force and effect. No other
consideration, agreements, representations, oral statements, understandings,
policies or course of conduct that are not expressly set forth in this Agreement
should be implied or are binding. You are not relying upon any other agreement,
representation, statement,
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omission, understanding, policy or course of conduct that is not expressly set
forth in this Agreement. You understand and agree that this Agreement will not
be deemed or construed at any time or for any purposes as an admission of any
liability or wrongdoing by either yourself or Raychem. You also agree that if
any provision of this Agreement is deemed invalid, the remaining provisions will
still be given full force and effect. The terms and conditions of this Agreement
will be governed by the laws of California applicable to contracts made and
performed within California.
In the event of any conflict between this Agreement and the Professional
Services Agreement attached hereto as Exhibit 1, this Agreement shall govern and
control.
Prior to execution of this Agreement, you should apprise yourself of
sufficient relevant information to intelligently exercise your own judgment. You
are advised to consult an attorney. You may take at least twenty-one (21) days
from your receipt of this Agreement to consider whether or not you wish to
accept benefits described herein in exchange for this Agreement. Please also
note that even if you do sign this Agreement, you may change your mind and
revoke this Agreement and forego the additional benefits, provided that you
notify me in writing, within seven (7) days after the date of your signing. This
Agreement will not be effective until after such seven (7) day revocation period
has expired.
In order to obtain the consideration described in this Agreement, this
Agreement must be signed by you and returned to me by June 30, 1998.
Finally, you agree that you will not disclose to anyone (except for your
spouse, accountant, financial planner and/or lawyer) or allow anyone else to
disclose the existence of, reason for, or contents of this Agreement without
Raychem's prior written consent, unless required to do so by law.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board, President and
Chief Executive Officer
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================================================================================
EMPLOYEE'S ACCEPTANCE OF AGREEMENT, RELEASE AND BENEFITS
I HAVE CAREFULLY READ, FULLY UNDERSTAND, AND VOLUNTARILY AGREE TO ALL THE TERMS
OF THIS AGREEMENT AND RELEASE IN EXCHANGE FOR THE ADDITIONAL BENEFITS TO WHICH I
WOULD NOT OTHERWISE BE ENTITLED. THIS RELEASE IS EXECUTED VOLUNTARILY AND WITH
FULL KNOWLEDGE OF ITS SIGNIFICANCE.
/s/ 6/29/98 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- ---------------------------
Date
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Exhibit 1
PROFESSIONAL SERVICES AGREEMENT - ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Professional Services
Agreement") is effective as of August 2, 1998 (hereinafter "Effective Date"), by
and between RAYCHEM CORPORATION, a corporation organized and existing under and
by virtue of the laws of the State of Delaware, having a place of business at
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter
"RAYCHEM"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (hereinafter "CONSULTANT").
NOW, THEREFORE, for and in consideration of the mutual covenants and
obligations assumed by the parties hereto, it is agreed as follows:
1. CONSULTANT, pursuant to the provisions of this Professional Services
Agreement, is retained to perform services as reasonably requested from
time to time by RAYCHEM, at such place or places and at such times as shall
be mutually agreeable. The services shall be carried out at the direction
of the Chief Executive Officer or designee.
2. Full and complete compensation for CONSULTANT's services and also for the
discharge of CONSULTANT's obligations hereunder shall be CONSULTANT's
consideration named in the Agreement and Release between the parties dated
June 4, 1998 (hereinafter "Agreement and Release"), to which this
Professional Services Agreement is attached as Exhibit 1.
A. RAYCHEM shall reimburse CONSULTANT for the expense of round trip
tourist class transportation, hotels and meals, reasonably incurred by
CONSULTANT in connection with any trip made by CONSULTANT at the
request of RAYCHEM, that have been preapproved by the Chief Executive
Officer or designee. RAYCHEM shall reimburse CONSULTANT for any other
reasonable expenses actually incurred which are incidental to the
services performed hereunder. Expenses exceeding One Hundred Dollars
($100.00) must be approved in advance by the Chief Executive Officer
or designee.
B. Invoices for expenses shall be submitted to the Chief Executive
Officer
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or designee within thirty (30) days. Payment of CONSULTANT's invoice
shall be made by RAYCHEM within thirty (30) days of receipt thereof.
3. CONSULTANT's relationship to RAYCHEM shall be that of an independent
contractor and nothing in this Professional Services Agreement shall be
construed to create an employer-employee relationship. Since CONSULTANT
will not be an employee of RAYCHEM, it is understood that CONSULTANT will
not be entitled to any benefits under RAYCHEM's retirement, group insurance
or medical plans or any other employee benefits except as expressly
provided in the Agreement and Release. In the performance of all services
hereunder, CONSULTANT shall comply with all applicable laws and
regulations.
4. CONSULTANT recognizes the vital importance to RAYCHEM of the confidential
nature of all proprietary information of Raychem Corporation, its parent,
subsidiaries and/or affiliates (hereinafter "RAYCHEM GROUP"). In order to
prevent what CONSULTANT agrees would otherwise result in the inevitable
disclosure of Proprietary Information which would thereby cause irreparable
harm to the RAYCHEM GROUP, CONSULTANT agrees that CONSULTANT will not,
without the prior written consent of RAYCHEM, during the term of this
Professional Services Agreement including any renewal thereof, directly or
indirectly, anywhere in the State of California, or in any other State of
the United States or in any other country in which during such period
business is conducted by the RAYCHEM GROUP or substantial customers of the
RAYCHEM GROUP, enter into or engage in any activity as a sole proprietor,
shareholder, employee, director, partner, consultant or otherwise which is
in any way concerned with the design, development, use, manufacture and/or
sale of any technology, product, product line or component in development,
manufactured or sold by the RAYCHEM GROUP. Further, CONSULTANT shall not
directly or indirectly solicit or induce any employee of the RAYCHEM GROUP
to leave their employment with the RAYCHEM GROUP. CONSULTANT further agrees
that CONSULTANT shall not, either during the term of this Professional
Services Agreement and any extension thereof, serve as an expert witness
for, or advisor to any third party in connection with any litigation
involving RAYCHEM without the express prior written consent of RAYCHEM.
This provision is in addition to any requirement of the Proprietary
Information And Inventions Agreement between RAYCHEM and CONSULTANT and of
any applicable policies and laws regarding trade secrets.
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5. RAYCHEM and CONSULTANT acknowledge that the provisions of Paragraph 4 may
or may not be enforceable under the laws of certain states and/or certain
countries. RAYCHEM and CONSULTANT intend that Paragraph 4 be enforced, to
the extent enforceable, in all jurisdictions worldwide in which the RAYCHEM
GROUP currently does business, and that lack of enforceability in any one
jurisdiction shall not impair enforcement in any other jurisdiction.
6. CONSULTANT understands that RAYCHEM does not desire to acquire from
CONSULTANT any secret or confidential know-how or information of CONSULTANT
or which CONSULTANT has acquired or shall hereafter acquire from any third
party. Accordingly, CONSULTANT represents and warrants that CONSULTANT is
free to divulge to RAYCHEM, without any obligation to, or violation of any
right of CONSULTANT or others, any and all information, practices or
techniques which CONSULTANT will describe, demonstrate, divulge, or any
other manner make known to RAYCHEM during CONSULTANT's performance of
services hereunder. CONSULTANT hereby undertakes to exonerate, indemnify
and hold harmless RAYCHEM from and against any and all liability, loss,
cost, expense, damage, claim or demand for actual or alleged violation of
the rights of CONSULTANT or of the rights divulged to RAYCHEM in any trade
secret, know-how or information CONSULTANT has divulged to RAYCHEM in any
trade secret, know-how or other confidential information by reason of
RAYCHEM's receipt or use of the services or information described above, or
otherwise in connection therewith.
7. As used in this Professional Services Agreement, the term "Invention" shall
mean any and all discoveries, improvements, trade secrets, processes,
techniques, copyrightable material, computer programs, formula, design and
know-how, of any kind or nature, whether or not patentable, and whether or
not related to RAYCHEM's business, and which are invented, conceived,
discovered, developed or reduced to practice by CONSULTANT and which in any
way result from or arise out of CONSULTANT's services hereunder and/or
CONSULTANT's exposure to RAYCHEM's proprietary information pursuant to
Paragraph 7 of this Professional Services Agreement.
CONSULTANT agrees that CONSULTANT will promptly and fully disclose to
RAYCHEM all Inventions. CONSULTANT also agrees to and hereby does assign to
RAYCHEM all right, title and interest in and to all Inventions and
CONSULTANT represents and warrants that CONSULTANT has no
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contractual or other obligations to any third party which preclude or in
any way encumber CONSULTANT's right to assign to RAYCHEM the full and
exclusive right, title and interest in and to any and all Inventions. It is
further understood and agreed that all Inventions will be and remain the
property of RAYCHEM whether or not disclosed, assigned or patented.
CONSULTANT shall, if RAYCHEM shall so request, assist RAYCHEM in every
proper way to obtain for the sole benefit of RAYCHEM, patents on Inventions
in any and all countries. The decision to file (or not to file) and/or
continue to prosecute a patent application or applications on any
Inventions shall be in RAYCHEM's sole discretion.
8. The parties hereto acknowledge that during the course of CONSULTANT's
service to RAYCHEM pursuant to this Professional Services Agreement it may
be necessary or desirable for RAYCHEM to disclose to CONSULTANT significant
RAYCHEM proprietary information. Any information imparted to RAYCHEM in
confidence by a third party shall be deemed for purposes of this
Professional Services Agreement to constitute RAYCHEM proprietary
information. CONSULTANT fully understands that the maintenance of RAYCHEM's
proprietary information in strict confidence and the confinement of its use
to RAYCHEM is of vital importance to RAYCHEM. CONSULTANT therefore agrees
that all information and knowledge divulged to CONSULTANT by RAYCHEM or
which CONSULTANT acquires in connection with or as a result of CONSULTANT's
services hereunder shall be regarded and treated by CONSULTANT as
confidential. Without limiting the generality of the foregoing, CONSULTANT
recognizes that, unless and until published, all features of the materials,
apparatus, process and application methods heretofore or hereafter used or
developed by RAYCHEM shall be regarded and treated by CONSULTANT as a trade
secret of RAYCHEM. CONSULTANT shall not use, nor shall CONSULTANT disclose,
any such information or knowledge to any person either during or after the
term of this Professional Services Agreement, except only to those
employees of RAYCHEM as may be necessary in the regular course of
CONSULTANT's duties hereunder, or except as otherwise authorized in writing
by RAYCHEM, unless such information or knowledge are, or become, publicly
known through no act or omission of CONSULTANT.
9. CONSULTANT recognizes that all records and copies of records, drawings,
models, apparatus, samples and the like which in any way relate to
RAYCHEM's technology, operations, investigations and business, and which
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are made or received by CONSULTANT during the term of, or otherwise
pursuant to, this Professional Services Agreement are and shall remain the
exclusive property of RAYCHEM. CONSULTANT shall keep such records and/or
copies thereof at all times in CONSULTANT's custody and subject to
CONSULTANT's control, and shall surrender the same to RAYCHEM immediately
upon the request of RAYCHEM.
10. CONSULTANT hereby undertakes to exonerate RAYCHEM, its officers, directors,
shareholders, agents, employees, attorneys, insurers, successors and/or
assigns from and against any and all liability, loss, cost, damage, claims,
demands for expenses of every kind on account of any injuries (including
death) to CONSULTANT or loss of or damage to CONSULTANT's property arising
out of or resulting in any manner from or occurring in connection with
CONSULTANT's performances of services hereunder, except only if caused
solely by the negligence of RAYCHEM or its servants or employees.
11. CONSULTANT shall not assign this Professional Services Agreement or any
part thereof without RAYCHEM's prior written consent, and any such
purported assignment shall be void. This Professional Services Agreement
shall inure to the benefit of RAYCHEM's parent, subsidiaries, successors
and/or assigns.
12. This Professional Services Agreement shall be effective as of the date
first written above and shall terminate on August 1, 1999. This
Professional Services Agreement will be subject to a one (1) year renewal
at RAYCHEM's option, which renewal shall be automatic if, and extend for
the period that, CONSULTANT continues to receive compensation from RAYCHEM
pursuant to the Agreement and Release dated June 4, 1998. Any act or
omission by CONSULTANT constituting a material breach of this Professional
Services Agreement shall subject this Professional Services Agreement to
termination immediately by RAYCHEM for good cause and shall automatically
suspend all RAYCHEM obligations to perform hereunder so long as CONSULTANT
is in breach hereof. This Professional Services Agreement shall terminate
automatically in the event of CONSULTANT's death or inability for any
reason to perform the services contemplated herein. On termination of this
Professional Services Agreement, for any reason, RAYCHEM's obligation to
pay any compensation, except for services or expenses already properly
accrued or incurred, shall forthwith cease and terminate. Termination of
this Professional Services Agreement for any reason shall not affect
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CONSULTANT's obligations under Paragraphs 4 through 10, inclusive, hereof.
13. CONSULTANT represents and warrants that CONSULTANT has or will promptly
obtain an agreement containing provisions equivalent in all material
respects to the provisions contained in Paragraphs 4 through 10, inclusive,
hereof with all agents, employees or associates of CONSULTANT who will be
in any way involved either with RAYCHEM proprietary information or
otherwise in connection with the services being performed hereunder. The
obligations undertaken by CONSULTANT pursuant to Paragraphs 4 through 10,
inclusive, hereof shall extend to the RAYCHEM GROUP and to its predecessors
and successors in interest.
14. Any notices or communications hereunder shall be effective only if in
writing, addressed as follows:
If to RAYCHEM: RAYCHEM CORPORATION
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Mail Stop 120/7815
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
with a copy to: RAYCHEM CORPORATION
Attn: Legal Department
Mail Stop 120/8502
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
If to CONSULTANT: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
15. This Professional Services Agreement has been negotiated, executed and
delivered in the State of California. The parties hereto agree that all
questions pertaining to the validity and interpretation of this
Professional Services Agreement shall be determined in accordance with the
laws of the State of California applicable to contracts made within the
State of California.
16. This Professional Services Agreement, together with the Agreement and
Release dated June 4, 1998 and the Proprietary Information And Inventions
Agreement dated June 27, 1973, constitutes the entire agreement between the
parties and supersedes any and all of the other oral or written agreements
between
15
CONSULTANT and RAYCHEM. In the event of any conflict between this
Professional Services Agreement and the Agreement and Release, the
Agreement and Release will govern. Any changes in or modifications to this
Professional Services Agreement shall be effective only if in writing and
signed by the parties hereto. CONSULTANT represents that in entering into
this Professional Services Agreement, CONSULTANT has not relied on any
previous oral or implied representations, inducements or understandings of
any kind or nature whatsoever.
IN WITNESS WHEREOF, the parties hereto have executed this Professional
Services Agreement to be effective as of the Effective Date.
RAYCHEM CORPORATION
by: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
Date: /s/ 6/29/98
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CONSULTANT
by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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(▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇)
Date: /s/ 6/29/98
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