{"id":38968,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-bfgoodrich-co-and-robert-h-rau.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-bfgoodrich-co-and-robert-h-rau","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-bfgoodrich-co-and-robert-h-rau.html","title":{"rendered":"Employment Agreement &#8211; BFGoodrich Co. and Robert H. Rau"},"content":{"rendered":"<pre>\nJanuary 9, 1998\n\n\n\n\nMr. Robert H. Rau\nPresident and Chief Executive Officer\nRohr, Inc.\n850 Lagoon Drive\nChula Vista, CA 91910-2098\n\nDear Bob:\n\nThis letter is to confirm our various discussions concerning your continuing\nrelationship with Rohr and BFGoodrich following the merger. You will continue as\nPresident and Chief Executive Officer of Rohr through December 31, 1998, located\nat the Rohr headquarters in Chula Vista. As you know, Rohr will be one of the\noperating groups within BFGoodrich Aerospace and you will report to Marshall\nLarsen.\n\nYour compensation will continue at the same level that exists today. Your base\nsalary will be $640,200 per year and your 1998 target annual bonus will be\n$384,120. The 1998 bonus is payable in February 1999. In accordance with your\ncurrent agreement with Rohr, you will be entitled to be paid a pro rata bonus\nrelated to Rohr's R.O.N.A. performance of not less than $160,000 and not more\nthan $320,000 for the period from August 1, 1997 to December 31, 1997.\n\nYou will be recommended for participation in the Long Term Incentive Plan at the\nsame level as Marshall Larsen. Actual awards under the plan may only be made by\nthe Compensation Committee, which will consider this at its February 1998\nmeeting. Based upon a BFGoodrich share price of $45 at the time of the meeting,\ncurrent guidelines provide for an award of 12,600 Performance Shares for the\nthree-year plan cycle ending December 31, 2000. At the end of the plan cycle,\nyou would be entitled to a pro rata award of 1\/3 the amount earned based on your\nretirement on December 31, 1998.\n\nYou will be reimbursed for the membership fees and business expenses incurred by\nyou at the Fairbanks Ranch Country Club in accordance with the policies and\nprocedures of BFGoodrich for reimbursement of such expenses for senior\nexecutives who are\n\n\n\n\n\n\n\n\n\nRobert H. Rau\nJanuary 9, 1998\nPage 2\n\n\noffered company-paid country club memberships. You will be reimbursed, including\ntax gross-up, for financial planning and tax preparation services in accordance\nwith the BFGoodrich policies for executives receiving such benefits. Based on\nyour salary, you will be entitled to a combined financial planning and tax\npreparation reimbursement of $16,000 per year, plus gross-up. You will be\neligible for first class air travel.\n\nYou will be entitled to five weeks of paid vacation per year. Upon your\nretirement from Rohr you will be paid for all unused vacation in accordance with\nBFGoodrich's policy, which is related to your base pay in effect at the time of\nyour retirement.\n\nUpon your retirement you will be entitled to retirement benefits in accordance\nwith your Employment Agreement with Rohr and the existing Rohr Supplemental\nRetirement Plan. You will continue to be reimbursed for your fees and business\nrelated expenses at the Fairbanks Ranch Country Club until age 65 in accordance\nwith BFGoodrich policies and procedures for retired senior executives.\n\nDuring your service as an employee and retiree you will continue to have the\nemployee benefits, including medical, dental, disability and life insurance, to\nwhich other Rohr employees or retirees are entitled.\n\nYou have been elected a member of the BFGoodrich Board of Directors. You will\ncontinue to be considered for renomination to the Board of Directors in\naccordance with the BFGoodrich Board's policies. You will not be entitled to any\ncompensation as a director during the time you are an employee or a consultant.\nFor the three-year period beginning January 1, 1999 and continuing through\nDecember 31, 2001, you agree to serve as a consultant to BFGoodrich. You will\nreceive a consulting fee of $28,000 per month.\n\nWhile it is not intended that you be required to devote your full time as a\nconsultant, you agree that you will be available as a consultant on a reasonable\nbasis. You will be reimbursed for reasonable expenses associated with your\nconsulting assignments.\n\nWhile you are a consultant you may join other boards of directors and after your\nretirement you may do consulting work for other companies, subject in each case\nto the prior approval of the Chief Executive Officer of BFGoodrich, provided\nthere is no\n\n\n\n\n\n\n\n\n\n\nRobert H. Rau\nJanuary 9, 1998\nPage 3\n\n\nconflict of interest with BFGoodrich and there is no interference with your\nability to properly perform your duties. During the period through December 31,\n2001, you shall not engage in any activity which competes with or assists others\nto compete with BFGoodrich.\n\nIf you agree with the foregoing, please sign and return a copy to me.\n\nSincerely,\n\n\n\nDavid L. Burner\n\n\nACCEPTED AND AGREED TO:\n\n\nBy:\n   ---------------------------------\n           Robert H. Rau\n\n\nDate:\n     -------------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7661],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9544],"class_list":["post-38968","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goodrich-corp","corporate_contracts_industries-aerospace__space","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\/38968","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=38968"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38968"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38968"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38968"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}