{"id":38625,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-of-control-agreements-maytag-corp-steven-h-wood.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-agreements-maytag-corp-steven-h-wood","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-agreements-maytag-corp-steven-h-wood.html","title":{"rendered":"Change of Control Agreements &#8211; Maytag Corp., Steven H. Wood, Terry A. Carlson, Edward C. Wojciechowski, Arthur B. Learmonth, Jerome L. Davis, Thomas A. Briatico, Fredrick P. Foltz and Victor Lawrence"},"content":{"rendered":"<pre>\nThe following executives are covered under this Change of Control agreement:\n\n                                 Steven H. Wood\n                                 Terry A. Carlson\n                             Edward C. Wojciechowski\n                               Arthur B. Learmonth\n                                 Jerome L. Davis\n                                Thomas A. Briatico\n                                 Fredrick P. Foltz\n                                  Victor Lawrence\n                                      \n\n                                      \n\n                             Change of Control Agreement\n\n     THIS AGREEMENT is made this ___________ day of ____________, 1998 (the\n'Effective Date'), by and between Maytag Corporation, a Delaware\ncorporation (the 'Company'), and ______ (the 'Executive'), and shall\ncontinue in effect for two full calendar years (through the year 2000) (the\n'Initial Term').\n\n     The Initial Term of this agreement automatically shall be extended for\none additional year on the first anniversary of the Effective Date, and\nthen again on each anniversary thereafter (each such one-year period\nfollowing the Initial Term a 'Successive Period'). \n\n     In the event that a 'Change of Control' of the Company occurs (as such\nterm is hereinafter defined) during the Initial Term or any Successive\nPeriod, upon the effective date of such Change of Control, the term of this\nagreement shall automatically and irrevocably be renewed for a period of\ntwenty-four (24) full calendar months from the effective date of such\nChange of Control. This agreement shall thereafter automatically terminate\nfollowing the twenty-four (24) month Change-of-Control renewal period.\nFurther, this agreement shall be assigned to, and shall be assumed by the\npurchaser in such Change of Control, as further provided herein in\nparagraph D5 of the section titled 'Agreements.'\n\n                                  RECITALS\n\n     A.   The Board of Directors of the Company has approved the Company\nentering into severance agreements with such executives of the Company and\nits subsidiaries as is determined by the Chairman and Chief Executive\nOfficer.\n\n     B.   Should the Company receive or learn of any proposal by a third\nperson about a possible business combination with the Company or the\nacquisition of its equity securities, the Board considers it imperative\nthat the Company be able to rely upon the Executive to continue in his or\nher position. This to the end that the Company be able to receive and rely\nupon the Executive's advice concerning the best interests of the Company\nand its stockholders, without concern that person might be distracted by\nthe personal uncertainties and risks created by such a proposal.\n\n     C.   Should the Company receive any such proposals, in addition to the\nExecutive's regular duties, he or she may be called upon to assist in the\nassessment of such proposals, advise management and the Board as to whether\nsuch proposals would be in the best interests of the Company and its\nstockholders, and to take such other actions as the Board might determine\nto be appropriate.\n\n\n\n\n                                 AGREEMENT\n\n     NOW, THEREFORE, to assure the Company that it will have the continued\ndedication of the Executive and the availability of that person's advice\nand counsel notwithstanding the possibility, threat or occurrence of a bid\nto take over control of the Company, and to induce the Executive to remain\nin the employ of the Company, and for other good and valuable\nconsideration, the Company and the Executive agree that the Executive\nSeverance Agreement described above be amended and restated in its entirety\nas follows:\n\n     A.   Should a third person, in order to effect a change of control (as\ndefined), begin a tender or exchange offer, circulate a proxy to\nstockholders or take other steps, the Executive agrees that he or she will\nnot voluntarily leave the employ of the Company, and will render the\nservices contemplated in the recitals to this agreement, until the third\nperson has abandoned or terminated his efforts to effect a change of\ncontrol or until a change of control has occurred.\n\n     B.   Should the Executive's employment with the Company or its\nsubsidiaries terminate for any reason (either voluntary or involuntary),\nother than because of death, disability, Cause, or Normal Retirement within\ntwo (2) years after a change of control of the Company, or in the event a\nsuccessor company refuses to accept its obligations under this agreement as\nrequired by paragraph D5 herein, the following will be provided:\n\n     1.   Lump Sum Cash Payment. On or before the Executive's last day of\nemployment with the Company or its subsidiaries, or as soon thereafter as\npossible, the Company will pay to the Executive as compensation for\nservices rendered, a lump sum cash amount (subject to the usual withholding\ntaxes) equal to (A) two times the sum of (1) the Executive's annual salary\nat the rate in effect immediately prior to the change of control and (2)\nthe then-current maximum cash bonus opportunity established under the\nannual incentive plan for the bonus plan year in which termination occurs\n(but in no event shall such maximum cash bonus be less than that in effect\nfor the period immediately prior to the change of control) plus (B) an\namount equal to the compensation (at the Executive's rate of pay in effect\nimmediately prior to the change of control) payable for any period for\nwhich the Executive could have, immediately prior to the date of his\ntermination of employment, been on vacation and received such compensation,\nfor unused and accrued vacation benefits determined under the Company's\nvacation pay plan or program covering the Executive immediately prior to\nthe change of control. \n\n     2.   Salaried and Supplemental Executive Retirement Plans. The\nExecutive shall be paid a monthly retirement benefit, in addition to any\nbenefits received under the Salaried Retirement Plans maintained by the\nCompany or its subsidiaries, including The Maytag Corporation Salaried\nRetirement Plan and any Supplemental Executive Retirement Plan, such\nbenefit to commence on the first to occur of (a) the commencement of\npayment of benefits under the Maytag Corporation Salaried Retirement Plan\nor (b) attainment of age 65, but not prior to two (2) years following the\ndate of termination of employment or age 65, whichever first occurs, such\nbenefit to be an amount equal to the excess of (i) the aggregate benefits\nunder such Salaried Retirement Plans to which the Executive would be\n\n\nentitled if he or she remained employed by the Company or its subsidiaries,\nfor an additional period of two (2) years, at the rate of annual\ncompensation specified herein; over (ii) the benefits to which the\nExecutive is actually entitled under such Salaried Retirement Plans.\n\n     The source of payment of these benefits shall be the general assets of\nthe Company unless the payment of such amounts is otherwise permissible\nfrom the corresponding qualified plan trust without violating any\ngovernmental regulations or statutes.\n\n     3.   Life, Dental, Vision, Health and Long-Term Disability Coverage.\nThe Executive's participation in, and entitlement to, benefits under: (i)\nthe life insurance plan of the Company; (ii) all the health insurance plan\nor plans of the Company or its subsidiaries, including but not limited to\nthose providing major medical and hospitalization benefits, dental benefits\nand vision benefits; and (iii) the Company's long-term disability plan or\nplans; as all such plans existed immediately prior to the change of control\nshall continue as though he or she remained employed by the Corporation or\nits subsidiaries for an additional period of two (2) years. The applicable\nCOBRA health insurance benefit continuation period shall begin at the end\nof this two (2) year period. To the extent such participation or\nentitlement is not possible for any reason whatsoever, equivalent benefits\nshall be provided.\n\n     The providing of these benefits by the Company shall be discontinued\nprior to the end of the two (2) year continuation period in the event that\nthe Executive becomes covered under the insurance programs of a subsequent\nemployer and, with respect to all health insurance plans, provided that\nsuch subsequent employer's health insurance plans do not contain any\nexclusion or limitation with respect to any preexisting condition of the\nExecutive or the Executive's eligible dependents. For purposes of enforcing\nthis offset provision, the Executive shall have a duty to inform the\nCompany as to the terms and conditions of any subsequent employment and the\ncorresponding benefits earned from such employment. The Executive shall\nprovide, or cause to provide, to the Company in writing correct, complete,\nand timely information concerning the same.\n\n     4.   Participation in Employee Benefit Plans. Unless otherwise\nprovided, the Executive's participation in any other savings, capital\naccumulation, retirement, incentive compensation, profit sharing, stock\noption, and\/or stock appreciation rights plans of the Company or any of its\nsubsidiaries shall continue only through the last day of his or her\nemployment. Any terminating distributions and\/or vested rights under such\nplans shall be governed by the terms of those respective plans.\nFurthermore, the Executive's participation in any insurance plans of the\nCompany and rights to any other fringe benefits shall, except as otherwise\nspecifically provided in such plans or Company policy, terminate as of the\nclose of the Executive's last day of employment, except to the extent\nspecifically provided to the contrary in this agreement.\n\n     5.   Incentive Plans. In addition to the payments required by\nparagraph 1 of this Section, the Company shall pay to the Executive as\ncompensation for services rendered cash in an amount equal to the then-\ncurrent maximum cash bonus opportunity established under the annual\nincentive plan for the bonus plan year in which termination occurs,\nadjusted on a pro rata basis based on the number of days the Executive was\nactually employed during such bonus plan year (but in no event shall such\n\n\nmaximum cash bonus be less than that in effect for the period immediately\nprior to the change of control). In the case of long-term stock incentive\nawards represented by restricted shares of stock of the Company, made to\nExecutive under the Maytag Corporation Employee Stock Incentive Plan (any\nprior plan, or successor plan) in lieu of stock under such stock incentive\nawards the Executive shall receive a cash payment equal to the aggregate\nvalue of the maximum number of shares for which the Executive holds\noutstanding awards, with share value determined at the closing price as of\nthe date of the change of control.  Any payment due pursuant to this\nparagraph 5 shall be paid at the same time as the amounts payable pursuant\nto paragraph 1 of this Section.\n\n     6.   Excise Tax-Additional Payment. (a) Notwithstanding anything in\nthis agreement or any written or unwritten policy of the Company or its\nsubsidiaries to the contrary, (i) if it shall be determined that any\npayment or distribution by the Company or its subsidiaries to or for the\nbenefit of the Executive, whether paid or payable or distributed or\ndistributable pursuant to the terms of this agreement, any other agreement\nbetween the Company or its subsidiaries and the Executive or otherwise (a\n'Payment'), would be subject to the excise tax imposed by section 4999 of\nthe Internal Revenue Code of 1986, as amended, (the 'Code') or any interest\nor penalties with respect to such excise tax (such excise tax, together\nwith any such interest and penalties, are hereinafter collectively referred\nto as the 'Excise Tax'), or (ii) if the Executive shall otherwise become\nobligated to pay the Excise Tax in respect of a Payment, then the Company\nshall pay to the Executive an additional payment in an amount to cover the\nfull cost of any Excise Tax and the Executive's state and federal income\nand employment taxes on this additional payment (cumulatively, the 'Gross-\nUp Payment').\n\n     (b)  All determinations and computations required to be made under\nthis section B6, including whether a Gross-Up Payment is required under\nclause (ii) of paragraph B6(a) above, and the amount of any Gross-Up\nPayment, shall be made by the Company's regularly engaged independent\ncertified public accountants (the 'Accounting Firm'). The Company shall\ncause the Accounting Firm to provide detailed supporting calculations both\nto the Company and the Executive within 15 business days after such\ndetermination or computation is requested by the Executive. Any initial\nGross-Up Payment determined pursuant to this paragraph B6 shall be paid by\nthe Company or the subsidiary to the Executive within 5 days of the receipt\nof the Accounting Firm's determination. A determination that no Excise Tax\nis payable by the Executive shall not be valid or binding unless\naccompanied by a written opinion of the Accounting Firm to the Executive\nthat the Executive has substantial authority not to report any Excise Tax\non his federal income tax return. Any determination by the Accounting Firm\nshall be binding upon the Company, its subsidiaries and the Executive,\nexcept to the extent the Executive becomes obligated to pay an Excise Tax\nin respect of a Payment. In the event that the Company or the subsidiary\nexhausts or waives its remedies pursuant to subparagraph B6(c) and the\nExecutive thereafter shall become obligated to make a payment of any Excise\nTax, and if the amount thereof shall exceed the amount, if any, of any\nExcise Tax computed by the Accounting Firm pursuant to this subparagraph\n(b) in respect to which an initial Gross-Up Payment was made to the\nExecutive, the Accounting Firm shall within 15 days after Notice thereof\ndetermine the amount of such excess Excise Tax and the amount of the\nadditional Gross-Up Payment to the Executive. All expenses and fees of the\nAccounting Firm incurred by reason of this paragraph B6 shall be paid by\n\n\nthe Company.\n\n     (c)  The Executive shall notify the Company in writing of any claim by\nthe Internal Revenue Service that, if successful, would require the payment\nby the Company of a Gross-Up Payment. Such notification shall be given as\nsoon as practicable but no later than ten business days after the Executive\nknows of such claim and shall apprise the Company of the nature of such\nclaim and the date on which such claim is requested to be paid. The\nExecutive shall not pay such claim prior to the expiration of the thirty-\nday period following the date on which it gives such notice to the Company\n(or such shorter period ending on the date that any payment of taxes with\nrespect to such claim is due). If the Company notifies the Executive in\nwriting prior to the expiration of such period that it desires to contest\nsuch claim, the Executive shall:\n\n     (i)  give the Company any information reasonably requested relating to\n          such claim,\n\n     (ii) take such action in connection with contesting such claim as the\n          Company shall reasonably request in writing from time to time,\n          including, without limitation, accepting legal representation\n          with respect to such claim by an attorney reasonably selected by\n          the Company,\n\n    (iii) cooperate with the Company in good faith in order effectively to\n          contest such claim,\n\n     (iv) permit the Company to participate in any proceedings relating to\n          such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs\nand expenses (including additional interest and penalties) incurred in\nconnection with such contest and shall indemnify and hold the Executive\nharmless, on an after-tax basis, for any Excise Tax or income tax,\nincluding interest and penalties with respect thereto, imposed as a result\nof such representation and payment of costs and expenses. Without\nlimitation on the foregoing provisions of this subparagraph B6(c), the\nCompany shall control all proceedings taken in connection with such contest\nand, at its sole option, may pursue or forgo any and all administrative\nappeals, proceedings, hearings and conferences with the taxing authority in\nrespect of such claim and may, at its sole option, either direct the\nExecutive to pay the tax claimed and sue for a refund or contest the claim\nin any permissible manner, and the Executive agrees to prosecute such\ncontest to a determination before any administrative tribunal, in a court\nof initial jurisdiction and in one or more appellate courts, as the Company\nor the subsidiary shall determine; provided, however, that if the Company\nor the subsidiary directs the Executive to pay such claim and sue for a\nrefund, the Company or the subsidiary shall advance the amount of such\npayment to the Executive, on an interest-free basis and shall indemnify and\nhold the Executive harmless, on an after-tax basis, from any Excise Tax or\nincome tax, including interest or penalties with respect thereto, imposed\nwith respect to such advance or with respect to any imputed income with\nrespect to such advance; and further provided, that any extension of the\nstatue of limitations relating to payment of taxes for the taxable year of\nthe Executive with respect to which such contested amount is claimed to be\ndue is limited solely to such contested amount. Furthermore, control of the\ncontest by the Company or the subsidiary shall be limited to issues with\n\n\nrespect to which a Gross-Up Payment would be payable hereunder and the\nExecutive shall be entitled to settle or contest, as the case may be, any\nother issue raised by the Internal Revenue Service or any other taxing\nauthority.\n\n     (d)If, after the receipt by the Executive of an amount advanced by the\nCompany or the subsidiary pursuant to subparagraph B6(c), the Executive\nbecomes entitled to receive any refund with respect to such claim, the\nExecutive shall (subject to compliance with the requirements of paragraph\nB6 by the Company or the subsidiary) promptly pay to the Company or the\nsubsidiary the amount of such refund (together with any interest paid or\ncredited thereon after taxes applicable thereto). If, after the receipt by\nthe Executive of an amount advanced by the Company or the subsidiary\npursuant to subparagraph B6(c), a determination is made that the Executive\nshall not be entitled to any refund with respect to such claim and the\nCompany does not notify the Executive in writing of its intent to contest\nsuch denial of refund prior to the expiration of thirty days after such\ndetermination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall off-set, to the\nextent thereof, the amount of Gross-Up Payment required to be paid.\n\n     C.Definitions.\n\n1.   'Cause.' For purposes of this agreement, Cause shall be determined by\nthe Board of Directors, in the exercise of good faith and reasonable\njudgment, and shall mean the occurrence of any one or more of the\nfollowing:\n\n     (a)  A demonstrably willful and deliberate act or failure to act by\nthe Executive (other than as a result of incapacity due to physical or\nmental illness) which is committed in bad faith, without reasonable belief\nthat such action or inaction is in the best interests of the Company, which\ncauses actual material financial injury to the Company and which act or\ninaction is not remedied within fifteen (15) business days of written\nnotice from the Company; or \n\n     (b)  The Executive's conviction for committing an act of fraud,\nembezzlement, theft, or any other act constituting a felony involving moral\nturpitude or causing material harm, financial or otherwise, to the Company.\n\n     2.   Change of Control. For purposes of this agreement, 'change of\ncontrol' shall mean:\n\n     (a)  The acquisition by any individual, entity or group (within the\nmeaning of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act\nof 1934, as amended (the 'Exchange Act')) (a 'Person') of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the Exchange\nAct) of 20% or more of either (i) the then outstanding shares of common\nstock of the Company (the 'Outstanding Company Common Stock') or (ii) the\ncombined voting power of the then outstanding voting securities of the\nCompany entitled to vote generally in the election of directors (the\n'Outstanding Company Voting Securities'); provided, however, that for\npurposes of this subsection (a), the following acquisitions shall not\nconstitute a Change of Control: (i) any acquisition by the Company, (ii)\nany acquisition by any employee benefit plan (or related trust) sponsored\nor maintained by the Company or any corporation controlled by the Company\nor (iii) any acquisition by any corporation pursuant to a transaction which\n\n\ncomplies with clauses (i), (ii) and (iii) of subsection (c) below; or\n\n     (b)  Individuals who, as of the date hereof, constitute the Board (the\n'Incumbent Board') cease for any reason to constitute at least a majority\nof the Board; provided, however, that any individual becoming a director\nsubsequent to the date hereof whose election, or nomination for election by\nthe Company's shareholders, was approved by a vote of a least a majority of\nthe directors then comprising the Incumbent Board shall be considered as\nthough such individual were a member of the Incumbent Board, but excluding,\nfor this purpose, any such individual whose initial assumption of office\noccurs as a result of an actual or threatened election contest with respect\nto the election or removal of directors or other actual or threatened\nsolicitation of proxies or consents by or on behalf of a Person other than\nthe Board; or\n\n     (c)  Consummation of a reorganization, merger or consolidation or sale\nor other disposition of all or substantially all of the assets of the\nCompany (a 'Business Combination'), in each case, unless, following such\nBusiness Combination, (i) all or substantially all of the individuals and\nentities who were the beneficial owners, respectively, of the Outstanding\nCompany Common Stock and outstanding Company Voting Securities immediately\nprior to such Business Combination beneficially own, directly or\nindirectly, more than 50% of, respectively, the then outstanding shares of\ncommon stock and the combined voting power of the then outstanding voting\nsecurities entitled to vote generally in the election of directors, as the\ncase may be, of the corporation resulting from such Business Combination\n(including, without limitation, a corporation which as a result of such\ntransaction owns the Company or all or substantially all of the Company's\nassets either directly or through one or more subsidiaries) in\nsubstantially the same proportions as their ownership, immediately prior to\nsuch Business Combination of the Outstanding Company Common Stock and\nOutstanding Company Voting Securities, as the case may be, (ii) no Person\n(excluding any employee benefit plan (or related trust) of the Company or\nsuch corporation resulting from such Business Combination) beneficially\nowns, directly or indirectly, 20% or more of, respectively, the then\noutstanding shares of common stock of the corporation resulting from such\nBusiness Combination or the combined voting power of the then outstanding\nvoting securities of such corporation except to the extent that such\nownership existed prior to the Business Combination and (iii) at least a\nmajority of the members of the board of directors of the corporation\nresulting from such Business Combination were members of the Incumbent\nBoard at the time of the execution of the initial agreement, or of the\naction of the Board, providing for such Business Combination; or\n\n     (d)  Approval by the shareholders of the Company of a complete\nliquidation or dissolution of the Company.\n\n     3.   Normal Retirement. For purposes of this agreement, 'Normal\nRetirement' shall have the same meaning as provided in the Maytag\nCorporation Salaried Retirement Plan; provided, however, that 'Normal\nRetirement' shall not include terminations of the Executive by the Company\nwithout Cause.\n\n     4.   Subsidiary. For purposes of this agreement, a  Subsidiary  shall\nmean any domestic or foreign corporation at least 20% of whose shares\nnormally entitled to vote in electing directors is owned directly or\nindirectly by the Company or by other subsidiaries.\n\n\n     D.   General Provisions.\n\n     1.   No Guaranty of Employment. Nothing in this agreement shall be\ndeemed to entitle the Executive to continued employment with the Company or\nits subsidiaries, and the rights of the Company to terminate the employment\nof the Executive shall continue as fully as if this agreement were not in\neffect, provided that any such termination of employment within two (2)\nyears following a change of control shall entitle the Executive to the\nbenefits herein provided.\n\n     2.   Confidentiality. The Executive shall retain in confidence any\nconfidential information known to him concerning the Company and its\nbusiness so long as such information is not publicly disclosed.\n\n     3.   Payment Obligation Absolute. The Company's obligation to pay the\nExecutive the compensation and to make the arrangements provided herein\nshall be absolute and unconditional and shall not be affected by any\ncircumstances, including without limitation, any set-off, counterclaim,\nrecoupment, defense or other right which the Company may have against him,\nher or anyone else. All amounts payable by the Company hereunder shall be\npaid without notice or demand. Each and every payment made hereunder by the\nCompany shall be final and the Company shall not seek to recover all or any\npart of such payment from the Executive or from whoever may be entitled\nthereto, for any reason whatsoever.\n\n     In the event that the cash payment due the Executive under Paragraph\nB1 or B5 herein is not paid to the Executive within thirty (30) calendar\ndays of the Executive's employment termination, such amount due shall\naccrue interest (compounded monthly) beginning on the date of employment\ntermination at a rate equal to the prevailing Prime Rate as determined by\nHarris Bank of Chicago, or the Company's then-current primary banking\ninstitution. Further, to the extent this additional amount would be subject\nto the Excise Tax, the Company shall pay to the Executive a Gross-Up\nPayment, as such terms are described in Paragraph B6 herein.\n\n     4.   Dispute Resolution.\n\n     (a)  The Company shall pay all legal fees, costs of litigation,\nprejudgment interest, and other expenses which are incurred in good faith\nby the Executive as a result of the Company's refusal to provide the\nbenefits to which the Executive becomes entitled under this agreement, or\nas a result of the Company's (or any third party's) contesting the\nvalidity, enforceability, or interpretation of the agreement, or as a\nresult of any conflict between the parties pertaining to this agreement.\n\n     (b)  The Executive shall have the right and option to elect (in lieu\nof litigation) to have any dispute or controversy arising under or in\nconnection with this agreement settled by arbitration, conducted before a\npanel of three (3) arbitrators sitting in a location selected by the\nExecutive within fifty (50) miles from the location of his or her job with\nthe Company, in accordance with the rules of the American Arbitration\nAssociation then in effect. The Executive's election to arbitrate, as\nherein provided, and the decision of the arbitrators in that proceeding,\nshall be binding on the Company and the Executive.\n\n     Judgment may be entered on the award of the arbitrator in any court\nhaving jurisdiction. All expenses of such arbitration, including the fees\nand expenses of the counsel for the Executive, shall be borne by the\n\n\nCompany.\n\n     5.   Successors. This agreement shall be binding upon and inure to the\nbenefit of the Executive and his or her estate, and the Company and any\nsuccessor of the Company, but neither this agreement nor any rights arising\nhereunder may be assigned or pledged by the Executive.\n\n     6.   Severability. Any provision in this agreement which is prohibited\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective only to the extent of such prohibition or unenforceability\nwithout invalidating or affecting the remaining provisions hereof, and any\nsuch prohibition or unenforceability in any jurisdiction shall not\ninvalidate or render unenforceable such provision in any other\njurisdiction.\n\n     7.   Entire Agreement. With respect to the subject matter hereof, this\nagreement supersedes any prior agreements or understandings, oral or\nwritten, between the parties hereto and contains the entire understanding\nof the Company and the Executive.\n\n     8.   Controlling Law. This agreement shall in all respects be governed\nby, and construed in accordance with, the laws of the State of Delaware.\n\n     IN WITNESS WHEREOF, the parties have executed this agreement on the\ndate set out above.\n                         MAYTAG CORPORATION\n\n\n                         By                                           \n                           Chairman &amp; C.E.O.\n                           Leonard A. Hadley\n\n                                                                      \n                           \n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8154],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9539,9544],"class_list":["post-38625","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maytag-corp","corporate_contracts_industries-consumer__appliances","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38625","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38625"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38625"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38625"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38625"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}