1
Exhibit 10(t)
November 16, 1995
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
(Home address deleted)
Re: Agreement and Release
Dear ▇▇▇▇▇:
This letter is to confirm our agreement with respect to the termination
of your employment with Raychem Corporation. To ensure that there are no
ambiguities, this letter first explains in detail the rights and obligations of
both you and Raychem Corporation upon termination of your employment. If, in
exchange for a release, you wish to accept additional benefits to which you
would not otherwise be entitled, indicate your agreement by signing, dating, and
returning this letter to me no later than December 13, 1995.
We have agreed that your employment with Raychem Corporation will end
as of the end of the business day on January 2, 1996. Thereafter, you will no
longer be an employee of Raychem. In your final paycheck on January 2, 1996, 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 2. You agree that the
consideration named in this Agreement is sufficient to compensate you for the
release given herein, as well as for any consulting services you may provide to
Raychem pursuant to the Professional Services Agreement.
You will also receive a severance amount equal to one hundred and four
(104) weeks of salary. You may defer FY97 base salary amounts pursuant to the
company's Executive Deferred Compensation Plan, provided that your authorization
form is received by June 1, 1996. This severance benefit, minus deductions
authorized or required by law, will be paid in bi-weekly installments beginning
on the first Raychem payday after January 2, 1996. This salary continuation
shall continue even in the event of your death during the payment period.
At the sole discretion of the Board of Directors, you may be eligible
to receive a prorata share of a bonus pursuant to the FY96 Variable Pay Program.
You will be eligible to receive a lump sum payment from the Raychem
Pension Plan and from the Supplemental Executive Retirement Plan ("SERP") based
on your age and years of service as of January 2, 1996. You will also be
eligible to rollover SERP amounts into the Executive Deferred Compensation Plan
upon your written request received before December 15, 1995.
For purposes of option grants outstanding under the 1988 Executive Long
Term Incentive Plan (ELTIP) and Amended and Restated 1990 Incentive Plan (1990
Plan), you agree that termination due to retirement will occur at the end of
your Raychem consultancy, and that the retirement provisions of your options
will become effective at that time. Your options granted under the ELTIP are
exercisable as follows: for options granted before August 2, 1991,
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
November 16, 1995
within three (3) months after retirement; and for options granted August 2, 1991
or later, within three (3) years after retirement. Your options granted under
the 1990 Plan are exercisable within five (5) years after retirement.
You will continue to be covered with company provided life insurance at
two times (2x) your current annual base pay until you are age sixty-five (65).
In the event you desire to purchase supplemental life insurance up to two
million dollars ($2M), if available, you may do so through Raychem at your own
expense, at normal employee rates for such supplemental insurance.
Your present Raychem medical and dental insurance benefits will remain
in effect, at standard employee rates, until the earliest to occur of (i) your
sixty-fifth (65th) birthday, or (ii) your death.
Raychem shall assign to you title to your company car (a 1992 Toyota
Land Cruiser) and car telephone, effective January 3, 1996. You agree to take
title by January 3, 1996. You also agree to pay for, and hold Raychem harmless
for, all maintenance, insurance, expenses and damages incurred to such car
and/or related to its use from and after January 2, 1996, as well as all monthly
and use charges for the telephone.
Raychem agrees to pay your attorney's fees related to your separation
of employment from Raychem and the negotiation of this Agreement, not to exceed
$2,000.
Raychem will also furnish to you through January 2, 1998, according to
established Raychem practices and policies:
- Continued use of your computer, after which time you may purchase
this item according to company policy.
- Financial planning services.
- Senior Executive career transition services provided by de Recat &
Associates, a professional outplacement firm selected by Raychem
to support and enhance your job search efforts.
You agree that you will return all company property to ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ or designee by January 2, 1996. This 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. In addition, please
note that your obligations under the Proprietary Information Agreement still
remain in effect. We have enclosed a copy of that agreement as Exhibit 1 for
your reference.
Raychem is prepared to offer you the consideration set forth herein
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 affiliates, and its past, present, and future officers,
directors, shareholders, agents, employees, attorneys,
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
November 16, 1995
insurers, successors, and assigns (collectively referred to as "Raychem"). You
are not eligible to receive the additional consideration outlined herein unless
you elect to sign this Agreement.
In consideration, 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 January
2, 1996, including but not limited to any claims arising out of your offer of
employment, your employment, 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 the Raychem
Pension Plan, and any Workers' Compensation benefits to which you may be found
entitled.
This Agreement fully and finally extinguishes and discharges all claims
(except for unemployment, Pension Plan, and Workers' Compensation claims
discussed above), whether known or not, as provided by California Civil Code
Section 1542. Section 1542 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 agree to waive that right and affirm your intention to release not
only claims known but those unknown to you which arose out of your employment
with Raychem or its termination, and you do hereby release all such known and
unknown claims.
You fully understand that, if in fact with respect to any matter
covered by this Agreement is found hereafter to be other than or different from
the facts 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 any claim, charge, action, or complaint concerning any matter referred
to in this release. 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 letter constitutes the entire agreement between yourself and
Raychem with respect to any matters referred to in this letter and supersedes
any and all of the other agreements between yourself and Raychem, except for the
Proprietary Information Agreement attached hereto as Exhibit 1, the Professional
Services Agreement attached hereto as Exhibit 2, and the Amendment to Loan
Agreement attached hereto as Exhibit 3, which remain in full force and effect.
No other consideration, agreements, representations, oral statements,
understandings, or course of conduct that are not expressly set forth in this
document should be implied or are binding. You are not relying upon any other
agreement, representation, statement, omission, understanding, or course of
conduct that is not expressly set forth in this document. You understand and
agree that this Agreement will not be deemed or construed at any time or for
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
November 16, 1995
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.
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 twenty-one (21) days from your
receipt of this letter 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.
You also understand and agree that if any suit is brought to enforce
the provisions of the agreement in this letter, the prevailing party will be
entitled to its costs, expenses, and attorneys' fees as well as any and all
other remedies.
In order to obtain the additional consideration described in this
Agreement, this Agreement signed by you must be returned to Raychem by December
13, 1995.
Finally, you agree that you will not disclose to anyone (except for
your spouse, accountant, and/or lawyer) or allow anyone else to disclose the
existence of, reason for, or contents of this letter without Raychem's prior
written consent, unless required to do so by law.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
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.
13 Dec 95 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------ -------------------------
Date ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Approved as
to legal form
Atty: CMB
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EXHIBIT 1
RAYCHEM
PROPRIETARY INFORMATION AGREEMENT
In partial consideration of my employment by Raychem Corporation, I
agree as follows:
1. Confidentiality Obligation. I will hold all Raychem
Proprietary Information in confidence and will not disclose, use, copy, publish,
summarize, or remove from Raychem's premises any Proprietary Information, except
(i) as necessary to carry out my responsibilities as an employee, and (ii) after
termination, as specifically authorized in writing by an officer of Raychem.
"Proprietary Information" is all information related to Raychem's business,
unless: (i) the information is publicly known through lawful means; (ii) the
information was rightfully in my possession prior to employment at Raychem; or
(iii) the information is rightfully disclosed to me by a third party without
restriction.
2. Information of Others. I will also treat information of parties with
which Raychem does business as confidential to the same degree as if it were
Raychem information.
3. Raychem Property. All data, records, drawings, files,
documents, samples, products, and other materials, including copies, relating to
Raychem's business that I posses as a result of my employment, whether or not
confidential, are the sole and exclusive property of Raychem. In the event of
the termination of my employment, I will deliver to Raychem all Raychem data,
records, drawings, files, documents, sample, products, and materials, including
copies.
4. Inventions. All inventions, improvements, know-how, processes, and
techniques which result form work performed by me on behalf of Raychem or from
access to Raychem Proprietary Information or property ("Inventions") shall be
the property of Raychem. I will disclose promptly and in writing to the
individual designated by Raychem or to my immediate supervisor all Inventions
which I have made or reduced to practice. I agree to assign to Raychem, without
further consideration, my entire interest in all Inventions, and Raychem shall
be the sole owner of all patents and proprietary rights. I will assist Raychem
(at Raychem's expense) to obtain and enforce patents and other forms of trade
secret protection of Inventions.
5. Excluded Inventions. Attached is a list of all inventions which have
been made or reduced to practice by me prior to my employment which I desire to
exclude from this Agreement. If no list is attached to this Agreement, there are
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EXHIBIT 1
no inventions to be excluded at the time of my signing of this Agreement. This
Agreement also does not apply to any invention that qualifies under Section 2870
of the California Labor Code which reads:
"Any provision in an employment agreement which
provides that an employee shall assign or offer to assign any
of his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer's
equipment, supplies, facilities, or trade secret information
except for those inventions that either:
a) relate at the time of conception or reduction to
practice of the invention to the employer's business or actual
or demonstrably anticipated research or development of the
employer, or
b) result from any work performed by the employee for
the employer."
6. Patent Applications. In the event of the filing of any
original United States patent application covering any Invention of which I am a
named inventor, I will receive an inventor's fee of $100. In the event that an
application is filed with joint inventors, each inventor will receive $100.
7. Attorneys' Fees. In the event of litigation related to this
Agreement, the prevailing party will be entitled to recover reasonable
attorneys' fees and other costs. Either party may seek an injunction to restrain
any breach of this Agreement by the other.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 07048
----------------------- -----------------
Employee's Name (Print) Employee's Number
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Date: 16 June 88
----------------------- ------------
Employee's Signature
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EXHIBIT 2
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is effective as of January 3, 1996, 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
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ of Palo Alto, California (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 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
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or his designee.
2. As full and complete compensation for CONSULTANT's services and also
for the discharge of CONSULTANT's joint and several obligations
hereunder, RAYCHEM shall pay CONSULTANT the consideration named in the
Agreement and Release between the parties, to which this Agreement is
attached as Exhibit 2 ("Agreement and Release").
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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or designee.
B. 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or
designee. Payment of CONSULTANT's invoice shall be made by
3. CONSULTANT's relationship to RAYCHEM shall be that of an independent
contractor and nothing in this 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. RAYCHEM agrees that during the term of this Agreement, or any extension
or renewal thereof, CONSULTANT may be employed by other persons, firms,
or corporations. However, CONSULTANT recognizes the vital importance to
RAYCHEM of the confidential status of any RAYCHEM proprietary
information and in particular all
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EXHIBIT 2
Professional Services Agreement
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
RAYCHEM proprietary information pertaining to RAYCHEM. In any event,
and in no way limited by the foregoing, CONSULTANT agrees that while
obligated to perform services to RAYCHEM pursuant to this Agreement,
CONSULTANT shall not, without the prior written consent of RAYCHEM,
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 RAYCHEM or substantial
customers of RAYCHEM are located, enter into or engage in any activity
which is in any way concerned with or competitive with the business
interests, products, and/or technology of RAYCHEM. CONSULTANT further
agrees that CONSULTANT shall not, either during the term of this
Agreement and any extension thereof, or during a term expiring two (2)
years after termination of this 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.
5. 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 of others, any and all
information, practices or techniques which CONSULTANT will describe,
demonstrate, divulge, or in 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,
claims or demands for actual or alleged violation of the rights of
CONSULTANT or of the rights of others whose secret or confidential
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.
6. As used in this Agreement, the term "Invention" means 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.
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 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.
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EXHIBIT 2
Professional Services Agreement
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
CONSULTANT shall, if RAYCHEM shall so request, assist RAYCHEM in every
proper way (entirely at the expense of RAYCHEM) to obtain for the sole
benefit of RAYCHEM patents on Inventions in any and all countries.
RAYCHEM shall compensate CONSULTANT at a reasonable rate for time
actually spent by CONSULTANT at RAYCHEM's request on such assistance.
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.
7. The parties hereto acknowledge that during the course of CONSULTANT's
service to RAYCHEM pursuant to this Agreement it will 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
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
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.
8. 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 are made or received by CONSULTANT during the term of, or
otherwise pursuant to, this 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.
9. CONSULTANT hereby undertakes to exonerate RAYCHEM, its officers, agents
and employees 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 performance of services
hereunder, except only if caused solely by the negligence of RAYCHEM or
its servants or employees.
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EXHIBIT 2
Professional Services Agreement
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
10. CONSULTANT shall not assign this Agreement or any part thereof without
RAYCHEM's prior written consent, and any such purported assignment
shall be void. This Agreement shall be binding on CONSULTANT's heirs,
executors, legal representatives and permitted assigns and shall inure
to the benefit of RAYCHEM's subsidiaries, successors and assigns. If
any provision, paragraph, subparagraph, or clause, or any part thereof
of this Agreement shall be found invalid or unenforceable under any
applicable law or regulation, such provision, paragraph, subparagraph,
or clause, or part thereof, shall be deemed inoperative and shall not
affect the remainder of the Agreement and the Agreement shall be
construed as if such invalid portion had never been included.
11. This Agreement shall be effective as of the date first written above
and shall terminate on January 3, 1998. Either party shall have the
right to terminate this Agreement subject to three (3) months prior
written notice. This Agreement will be subject to renewal at RAYCHEM's
option. Any act or omission by CONSULTANT constituting a material
breach of this Agreement shall subject this Agreement to termination
immediately by RAYCHEM for good cause and shall automatically suspend
all RAYCHEM's obligations to perform hereunder so long as CONSULTANT is
in breach hereof. This 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 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 Agreement for any
reason shall not affect CONSULTANT's obligations under Paragraphs 4
through 9, inclusive, hereof. 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 9, 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 9, inclusive, hereof
shall extend to the subsidiaries and affiliates of RAYCHEM and to its
predecessors and successors in interest. CONSULTANT shall have the
right to terminate this Agreement in the event that RAYCHEM does not
pay any invoice of CONSULTANT pursuant to terms of this Agreement.
12. Any notices or communications hereunder shall be effective only if in
writing, addressed as follows:
If to RAYCHEM: RAYCHEM CORPORATION
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
with a copy to: RAYCHEM CORPORATION
Attn: Legal Department
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EXHIBIT 2
Professional Services Agreement
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
MS 120/8502
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
If to CONSULTANT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(Home address deleted)
13. This 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 Agreement shall be
determined in accordance with the laws of the State of California.
14. This Agreement, together with the Agreement and Release, is the entire
contract of the parties and supersedes any prior agreements between the
parties. Any changes in or modifications of this Agreement shall be
effective only if in writing and signed by the parties hereto.
CONSULTANT represents that in entering into this 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 Agreement to
be effective as of the day and year written on the first page hereof.
RAYCHEM CORPORATION
by: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
-------------------------------
Date: Dec. 13, 1995
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CONSULTANT
by: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Social Security No.: (Social security no. deleted)
-------------------------------
Date: 13 Dec 95
-------------------------------
Department/Account to charge: 7815/▇▇▇▇▇▇▇▇
Approved as
to legal form
Atty: CMB
5
12
EXHIBIT 3
January 2, 1996
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(Home address deleted)
Re: Amendment to Loan Agreement
Dear ▇▇▇▇▇ and ▇▇▇▇▇▇:
This letter will confirm our agreement to amend the Loan Agreement
dated June 28, 1993 between you and Raychem Corporation. The biweekly principal
repayment in Section 1(a) of the Loan Agreement will be changed from $1,000 to
$2,000 beginning January 12, 1996. As of the date of this letter, $194,414 of
the principal is outstanding. In addition, there is currently accrued but unpaid
interest of $2,333.09. On the first date that the principal loan balance is
reduced to $100,000, Raychem Corporation hereby agrees to forgive the remaining
balance. This event will be reported as wage income to federal and state taxing
authorities on Harry's W-2 for the calendar year in which it occurs.
This letter supersedes the requirement in Section 1(e) of the Loan
Agreement to repay the loan within 120 days after termination of Harry's
employment. Sections 3(b)(i) and 6(d) of the Loan Agreement are deleted.
Termination of employment shall also be eliminated from Sections 2(c) and 4(c)
of the Promissory Note to the extent that these sections accelerate your
obligation to repay the loan.
All of the terms of the Loan Agreement not expressly modified by this
letter remain in full force and effect. Please indicate your agreement and
acceptance of this Amendment to the Loan Agreement by signing below.
Very truly yours,
RAYCHEM CORPORATION
/s/ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and General Counsel
Agreed:
BORROWER
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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