{"id":39517,"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-raytheon-co-and-hansel-tookes-ii2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-raytheon-co-and-hansel-tookes-ii2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-raytheon-co-and-hansel-tookes-ii2.html","title":{"rendered":"Employment Agreement &#8211; Raytheon Co. and Hansel Tookes II"},"content":{"rendered":"<pre>Raytheon                  Keith J. Peden                Raytheon Company       \n                          Vice President and Deputy     Executive Offices      \n                          Director Human Resources      141 Spring Street      \n                          781 860 2380                  Lexington, Massachusetts\n                          781 860 2912 fax              02421 USA              \n                                                                                \n                                                                                \n                                                                   April 7, 2000\n\n\nMr. Hansel Tookes II\n834 Glenmoor\nWichita, KS 67206\n\n                              Re:  Retention Bonus\n                                   ---------------\n\nDear Hansel:\n\n     Raytheon Company (\"Raytheon\") is exploring various alternatives with\nrespect to Raytheon Aircraft Company ( \"RAC\") which may include a Change In\nControl (\"CIC\").  This letter sets forth the special incentive arrangement and\nconditions for which you will be eligible in connection with your continued\nemployment and cooperation in the event of a CIC as that term is defined below.\n\n     Raytheon will decide in its sole discretion if and when it will proceed\nwith a restructuring or transaction that may involve a CIC, and the terms and\nconditions of such a transaction.  Nothing contained herein shall obligate\nRaytheon to enter into any transaction at this or any other time.\n\n     1.   Change In Control.  For the purposes of this Retention Bonus\n          -----------------                                           \nAgreement, a \"Change In Control\" is defined exclusively as the consummation of:\n\n     (i)  the sale of more than fifty percent (50%) of the gross asset value of\n          RAC, or\n\n     (ii) any consolidation or merger of RAC or sale of voting securities of\n          RAC, other than a consolidation or merger with or sale of voting\n          securities to Raytheon or an Affiliate of Raytheon (a \"Stock\n          Transaction\"), such that, after any such Stock Transaction, Raytheon,\n          or an Affiliate of Raytheon, owns less than 50% of the combined voting\n          power of the voting securities of RAC outstanding immediately after\n          such stock transaction, provided, however, that any spin-out, spin-\n          off, initial public offering or similar transaction involving RAC\n          shall not constitute a Stock Transaction.\n\nFor purposes hereof, \"Affiliate\" shall mean, with respect to any specified\nperson, a person that directly or indirectly, through one or more\nintermediaries, controls, is controlled by, or is under common control with, the\nperson specified, and the term \"control\" and any term derived therefrom shall\nmean the possession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of a person, whether through ownership\nof voting securities, by contract, or otherwise.\n\n \n                                      -2-\n\n\n\n     2.   You agree to assist and fully cooperate with Raytheon and RAC in all\nmatters related to Raytheon's efforts to effect a CIC, and to do and perform all\ntasks reasonably requested of you to support and bring about such CIC.\n\n     3.   2000 Results Based Incentive (\"RBI\") Bonus.  You shall be eligible for\n          ------------------------------------------                            \nan RBI Bonus consistent with the terms of the performance measures of the 2000\nRBI Bonus Plan, as adjusted if the CIC occurs during the RBI measuring period.\n\n     4.   Transaction Incentive:  At this point, the Company is exploring a\n          ----------------------                                           \nnumber of possibilities regarding the future of RAC. We believe that the success\nof any such transaction will be positively influenced by your efforts. Set forth\nbelow is a summary of the incentives the Company commits to related to the\nimpact of a CIC on your personal circumstances.\n\n     (a)  CIC Event and You Remain With Raytheon: If the transaction involving\n          --------------------------------------\n          RAC constitutes a CIC as defined in Paragraph 1(i) and after the\n          Closing Date you continue as an executive of Raytheon, you will be\n          entitled to the following:\n\n          (i)    three (3) times the sum of your annual base salary and targeted\n                 2000 RBI Bonus pursuant to the terms of your offer letter\n                 [Note: payment of this bonus is in lieu of the\n                 severance\/retirement transition payment set forth in your offer\n                 letter]; and\n\n          (ii)   payment of the Transaction Value Incentive (\"TVI\") pursuant to\n                 the schedule in Paragraph 5 below.\n\n     (b)  CIC Event and Raytheon Has No Continuing Interest in New Entity: If \n          ---------------------------------------------------------------\n          the transaction involving RAC constitutes a CIC as defined in\n          Paragraph 1(i), you are no longer an executive with Raytheon or an\n          Affiliate after the Closing Date, and Raytheon does not have a\n          financial interest in the new entity, you shall be entitled to the\n          following:\n\n          (i)    three (3) times the sum of your annual base salary and targeted\n                 2000 RBI Bonus pursuant to the terms of your offer letter\n                 [Note: payment of this bonus is in lieu of the\n                 severance\/retirement transition payment set forth in your offer\n                 letter];\n\n          (ii)   the retirement benefit provision of your offer letter,\n                 including an offset of any pension benefit accrued from the new\n                 entity;\n\n          (iii)  the restrictions on your restricted shares shall lapse as of\n                 the Closing Date and be payable within twenty (20) days of that\n                 date; and\n\n          (iv)   payment of the TVI pursuant to the schedule in Paragraph 5\n                 below. \n\n     (c)  CIC Event and Raytheon Has a Continuing Interest in New Entity: If the\n          --------------------------------------------------------------\n          transaction involving RAC constitutes a CIC as defined in Paragraph\n          1(ii), \n\n \n                                      -3-\n\n          and Raytheon continues to have a financial interest in the new\n          entity, and you are assigned to a position with the new entity\n          comparable to the one you currently hold, you shall be entitled to the\n          following:\n\n          (i)   three (3) times the sum of your annual base salary and targeted\n                2000 RBI Bonus pursuant to the terms of your offer letter [Note:\n                payment of this bonus is in lieu of the severance\/retirement\n                transition payment set forth in your offer letter];\n\n          (ii)  the retirement benefit provision of your offer letter, including\n                an offset of any additional pension benefit accrued from the new\n                entity;\n\n          (iii) the restrictions on your current restricted shares shall lapse\n                according to the following schedule:\n\n                (A) the restrictions on twenty-five percent (25%) of these\n                    shares shall lapse on the Closing Date and be valued as of\n                    the closing price on that date, and will be paid within\n                    twenty (20) days thereafter;\n\n                (B) the restrictions on twenty-five percent (25%) of these\n                    shares shall lapse as of the first anniversary of the\n                    Closing Date and be valued at the closing price on that\n                    date, and will be paid within twenty (20) days thereafter;\n                    and\n\n                (C) the restrictions on fifty percent (50%) of these shares\n                    shall lapse as of the second anniversary of the Closing Date\n                    and be valued as of the closing price on that date, and will\n                    be paid within twenty (20) days thereafter.\n\n          (iv)  payment of the TVI pursuant to the schedule in Paragraph 5\n                below.\n\n          If at the Closing Date you refuse an offer of a comparable position\n          with the new entity and do not remain as an executive of Raytheon, you\n          will be entitled to only the benefits set forth in Paragraphs 4(b)(i),\n          (ii) and (iv).\n\n          If, prior to the second anniversary of the Closing Date, you are\n          terminated by the new entity without cause, or you voluntarily leave\n          the employment of the new entity as a direct result of a significant\n          reduction in the duties, responsibilities and reporting requirements\n          from the position you are assigned immediately following the Closing\n          Date, the restrictions on the remaining shares shall lapse effective\n          the last day worked, valued as of the closing price on that date and\n          paid within twenty (20) days thereafter.\n\n          For purposes of this paragraph, \"cause\" is defined as:\n\n          (i)   failure to perform any of the material duties of the position\n                with the acquiring entity, including special projects and\n                assignments, after notice and a reasonable opportunity to\n                correct performance; or\n\n \n                                      -4-\n\n          (ii)  breach of any material provision of the acquiring entity's\n                standards of business behavior and ethics; or\n\n          (iii) conviction of, or plea of nolo contendere to, any felony or\n                misdemeanor which has a material impact on your ability to\n                perform the duties of your position.\n\n     (d)  CIC Event and You Are Offered a Non-Comparable Position With New\n          ----------------------------------------------------------------\n          Entity: If the RAC transaction constitutes a CIC as defined in\n          ------\n          Paragraph 1(i), and Raytheon continues to have a financial interest in\n          the new entity, and you are assigned to a position with the new entity\n          that is not comparable to the one you currently hold, you will be\n          entitled to the benefits set forth in Paragraph 4(b) above.\n\n     5.   Transaction Value Incentive.  In addition to the Retention Bonus set\n          ---------------------------                                         \nforth in Paragraph 4, you shall also be eligible for a TVI award based on the\nfollowing schedule:\n\n                 Aggregate Consideration (\"AC\")                   TVI\n                 ------------------------------                   ---\n\n                                                              $100,000.00\n                                                              $200,000.00\n                                                              $300,000.00\n                                                              $400,000.00\n                                                              $500,000.00\n\nFor purposes  of this Agreement, the term \"Aggregate Consideration\" shall mean\nthe total fair market value (at the time of closing) of all consideration\n(including cash, securities, property, any debt on the Company's financial\nstatements at closing and other indebtedness and obligations assumed by the new\nentity and any other form of consideration) paid or payable, or otherwise to be\ndistributed, directly or indirectly, to Raytheon or RAC in connection with the\nsale.\n\n     6.   Excise Tax Payment.  In the event that you are subject to federal\n          ------------------                                               \nexcise tax as a result of receipt of the payments set forth in Paragraphs 4\nand\/or 5, you shall receive the benefits outlined in Attachment A related to\nexcise tax treatment.\n\n     7.   Confidentiality.  You agree to keep confidential this agreement and\n          ----------------                                                   \nnot to disclose either the fact of the agreement or the terms thereof, except\nwhere necessary to members of your immediate family, tax or legal advisors, and\nas required in response to a valid subpoena or court order.\n\n     8.   Arbitration of Claims.  The parties agree that any disputes arising\n          ----------------------                                             \nduring the term of your employment with Raytheon and\/or RAC, including but not\nlimited to any claims arising under the terms of this Agreement, shall be\nsubject to final and binding arbitration as the sole and exclusive forum for\ndispute resolution.  Arbitration under this section shall be conducted pursuant\nto the rules of the American Arbitration Association applicable to employment\ndisputes.\n\n \n                                      -5-\n\n     Please acknowledge your acceptance of the terms and conditions of this\nRetention Bonus Agreement by signing below.\n\n                              Very truly yours,\n\n                              Raytheon Company\n\n\n\n                              By    \/s\/ Keith J. Peden\n                                --------------------------------------\n                                         Keith J. Peden\n                                 Vice President and Deputy Director\n                                         Human Resources\n\nAGREED AND ACCEPTED:\n\n\n\n       \/s\/ Hansel Tookes II                Date:  22 August 2000\n--------------------------------------          -------------------------\n       Hansel Tookes II\n\n \n                                                                    ATTACHMENT A\n\n\n                                 TAX PAYMENTS\n                                 ------------\n\n1    Excise Tax Payments.  (i) If it is determined that any payment by the\n     -------------------                                                  \nCompany to you pursuant to Paragraphs 4 and\/or 5 of the foregoing letter\nagreement ( \"Payment\") would be subject to the excise tax imposed by Section\n4999 of the Code, or any interest or penalties are incurred by you with respect\nto such excise tax (such excise tax, together with any such interest and\npenalties, are hereinafter collectively referred to as the \"Excise Tax\"), then\nyou shall be entitled to receive an additional payment (a \"Gross-Up Payment\") in\nan amount such that after payment by you of all taxes (including any interest or\npenalties imposed with respect to such taxes), including, without limitation,\nany income taxes (and any interest and penalties imposed with respect thereto)\nand Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the\nGross-Up Payment equal to the Excise Tax imposed upon the Payments.\nNotwithstanding the foregoing provisions, if it is determined that you are\nentitled to a Gross-Up Payment, but that, after taking into account the Payments\nand the Gross-Up Payment, you would not receive a net after-tax benefit of at\nleast $50,000 (taking into account both income taxes and any Excise Tax) as\ncompared to the net after-tax proceeds to you resulting from an elimination of\nthe Gross-Up Payment and a reduction of the Payments, in the aggregate, to an\namount (the \"Reduced Amount\") such that the receipt of Payments would not give\nrise to any Excise Tax, then no Gross-Up Payment shall be made to you, and the\nPayments, in the aggregate, shall be reduced to the Reduced Amount.\n\n(ii) Subject to the provisions of Subsection (iii), all determinations required\nto be made under this Section, including whether and when a Gross-Up Payment is\nrequired and the amount of such Gross-Up Payment and the assumptions to be\nutilized in arriving at such determination, shall be made by\nPricewaterhouseCoopers or such other certified public accounting firm as may be\ndesignated by you (the \"Accounting Firm\") which shall provide detailed\nsupporting calculations both to the Company and you within 15 business days of\nthe receipt of notice from you that there has been a Payment, or such earlier\ntime as is requested by the Company. If the Accounting Firm is serving as\naccountant or auditor for the individual, entity or group effecting the Change\nin Control, you shall appoint another nationally recognized accounting firm to\nmake the determinations required hereunder (which accounting firm shall then be\nreferred to as the Accounting Firm hereunder). All fees and expenses of the\nAccounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as\ndetermined pursuant to this Section, shall be paid to you by the Company within\nfive days of the receipt of the Accounting Firm's determination. Any\ndetermination by the Accounting Firm shall be binding upon the Company and you.\nAs a result of the uncertainty in the application of Section 4999 of the Code at\nthe time of the initial determination by the Accounting Firm hereunder, it is\npossible that Gross-Up Payments which will not have been made by the Company\nshould have been made (\"Underpayment\"), consistent with the calculations\nrequired to be made hereunder. If the Company exhausts its remedies pursuant to\nSubsection (iii) and you thereafter are required to make a payment of any Excise\nTax, \n\n \n                                      -2-\n\nthe Accounting Firm shall determine the amount of the Underpayment that has\noccurred and any such Underpayment shall be promptly paid by the Company to you\nor for your benefit.\n\n(iii)  You shall notify the Company in writing of any claim by the Internal\nRevenue Service that, if successful, would require the payment by the Company of\nthe Gross-Up Payment. Such notification shall be given to the Senior Vice\nPresident, Human Resources, 141 Spring Street, Lexington, MA 02421, as soon as\npracticable but no later than ten business days after you are informed in\nwriting of such claim and shall apprise the Company of the nature of such claim\nand the date on which such claim is requested to be paid. You shall not pay such\nclaim prior to the expiration of the 30-day period following the date on which\nit gives such notice to the Company (or such shorter period ending on the date\nthat any payment of taxes with respect to such claim is due). If the Company\nnotifies you in writing prior to the expiration of such period that it desires\nto contest such claim, you shall:\n\n       (a)  give the Company any information reasonable requested by the Company\n            relating to such claim,\n\n       (b)  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 with\n            respect to such claim by an attorney reasonably selected by the\n            Company,\n\n       (c)  cooperate with the Company in good faith in order effectively to\n            contest such claim, and\n\n       (d)  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 and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold you harmless, on an after-tax\nbasis, for any Excise Tax or income tax (including interest and penalties with\nrespect thereto) imposed as a result of such representation and payment of costs\nand expenses. Without limitation on the foregoing provisions of this Subsection\n(iii), the Company shall control all proceedings taken in connection with such\ncontest and, 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 you to pay the\ntax claimed and sue for a refund or to contest the claim in any permissible\nmanner, and you agree to prosecute such contest to a determination before any\nadministrative tribunal, in a court of initial jurisdiction and in one or more\nappellate courts, as the Company shall determine; provided, however, that if the\nCompany directs you to pay such claim and sue for a refund, the Company shall\nadvance the amount of such payment to you, on an interest-free basis, and shall\nindemnify and hold you harmless, on an after-tax basis, from any Excise Tax or\nincome tax (including interest or penalties \n\n \n                                      -3-\n\nwith respect thereto) imposed with respect to such advance or with respect to\nany imputed income with respect to such advance; and further provided that any\nextension of the statute of limitations relating to payment of taxes for your\ntaxable year with respect to which such contested amount is claimed to be due is\nlimited solely to such contested amount. Furthermore, the Company's control of\nthe contest shall be limited to issues with respect to which a Gross-Up Payment\nwould be payable hereunder, and you shall be entitled to settle or contest, as\nthe case may be, any other issue raised by the Internal Revenue Service or any\nother taxing authority.\n\n(iv) If, after the receipt by you of an amount advanced by the Company pursuant\nto Subsection (iii), you become entitled to receive any refund with respect to\nsuch claim, you shall (subject to the Company's complying with the requirements\nof Subsection (iii) promptly pay to the Company the amount of such refund\n(together with any interest paid or credited thereon after taxes applicable\nthereto). If after the receipt by you of an amount advanced by the Company\npursuant to Subsection (iii), a determination is made that you shall not be\nentitled to any refund with respect to such claim and the Company does not\nnotify you in writing of its intent to contest such denial of refund prior to\nthe expiration of 30 days after such determination, then such advance shall be\nforgiven and shall not be required to be repaid and the amount of such advance\nshall offset, to the extent thereof, the amount of Gross-Up Payment required to\nbe paid.\n\n2    Tax Withholding.  The Company may withhold from any amounts payable under \n     ---------------                                                           \nthe foregoing letter agreement such federal, state, local or foreign taxes as\nshall be required to be withheld pursuant to any applicable law or regulation.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9544],"class_list":["post-39517","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","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\/39517","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=39517"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39517"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39517"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39517"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}