{"id":40376,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retention-agreement-the-cit-group-inc-and-albert-r-gamper-jr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retention-agreement-the-cit-group-inc-and-albert-r-gamper-jr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retention-agreement-the-cit-group-inc-and-albert-r-gamper-jr.html","title":{"rendered":"Retention Agreement &#8211; The CIT Group Inc. and Albert R. Gamper Jr."},"content":{"rendered":"<pre>                               RETENTION AGREEMENT\n\n\n\n         AGREEMENT by and among Tyco Acquisition Corp. XIX (NV), a Nevada\ncorporation (\"Acquiror\"), The CIT Group, Inc., a Delaware corporation (the\n\"Company\") and Albert R. Gamper, Jr. (the \"Executive\") dated as of the 12th day\nof March, 2001.\n\n         Acquiror has determined that because of the unique nature of the\nExecutive's services to the Company it is in the best interests of Acquiror and\nits parent company, Tyco International Ltd., a Bermuda company (\"Parent\") and\nParent's shareholders to assure that the Company will have the continued\ndedication of the Executive and his critical assistance pending the completion\nof the acquisition by Acquiror of the Company (the \"Acquisition\") pursuant to\nthe Agreement and Plan of Merger dated as of March 12, 2001, and to provide the\nCompany with the continuity of management Acquiror considers crucial to ensuring\nthe Company's continued success. Therefore, in order to accomplish these\nobjectives, the Boards of Directors of Acquiror and the Company have caused\nAcquiror and the Company to enter into this Agreement.\n\n         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n         1. EFFECTIVE DATE. The \"Effective Date\" shall mean the effective date\nof the Acquisition.\n\n         2. RETENTION PERIOD. The Company hereby agrees to employ the\nExecutive, and the Executive hereby agrees to be employed by the Company subject\nto the terms and conditions of this Agreement, for the period commencing on the\nEffective Date and ending on the third anniversary thereof (the \"Retention\nPeriod\").\n\n         3. TERMS OF EMPLOYMENT. (a) POSITION AND DUTIES. (i) During\nthe Retention Period (A) the Executive shall serve as the Chief Executive\nOfficer of the Company with such authority, duties and responsibilities as are\ncommensurate with such position and as may be consistent with such position,\nreporting directly to the Chief Executive Officer of Parent, (B) the Executive's\nservices shall be performed in Livingston, New Jersey, and (C) the Executive\nshall be appointed to serve as a member of the Board of Directors of Parent (the\n\"Board\") as soon as permitted by Parent's by-laws and until such appointment\nshall attend the meetings of Parent's Board of Directors as an observer.\n\n                  (ii) During the Retention Period, and excluding any periods of\nvacation and sick leave to which the Executive is entitled, the Executive agrees\nto devote substantially all of his attention and time during normal business\nhours to the business and affairs of the Company and, to the extent necessary to\ndischarge the responsibilities assigned to the Executive hereunder, to use the\nExecutive's reasonable best efforts to perform faithfully and efficiently such\nresponsibilities. During the Retention Period, it shall not be a violation of\nthis Agreement for the Executive to (A) serve on corporate, civic or charitable\nboards or committees, (B) deliver lectures, fulfill speaking engagements or\nteach at educational institutions and (C) manage personal investments, so long\nas such activities do not significantly interfere with the performance of the\nExecutive's responsibilities as an employee of the Company in accordance with\nthis Agreement. It is expressly understood and agreed that to the extent that\nany such activities have\n\n\n\n\nbeen conducted by the Executive prior to the Effective Date, the continued\nconduct of such activities (or the conduct of activities similar in nature and\nscope thereto) subsequent to the Effective Date shall not thereafter be deemed\nto interfere with the performance of the Executive's responsibilities to the\nCompany.\n\n         (b) COMPENSATION. (i) BASE SALARY. During the Retention Period, the\nExecutive shall receive an annual base salary (\"Annual Base Salary\") of no less\nthan $1,000,000. During the Retention Period, the Annual Base Salary shall be\nreviewed at the time that the salaries of all of the executive officers of the\nCompany are reviewed. Any increase in Annual Base Salary shall not serve to\nlimit or reduce any other obligation to the Executive under this Agreement.\nAnnual Base Salary shall not be reduced after any such increase and the term\nAnnual Base Salary as utilized in this Agreement shall refer to Annual Base\nSalary as so increased.\n\n                  (ii) ANNUAL BONUS. For each complete fiscal year during the\nRetention Period, the Executive shall receive an annual cash bonus (\"Annual\nBonus\") based upon performance targets with respect to the Company that are\nmutually established by and acceptable to the Executive and the Chief Executive\nOfficer of Parent. In addition, the Executive shall receive a cash bonus in the\namount of $1,000,000 on September 30, 2001, provided that the Company has\nachieved by such date the mutually agreed-upon target financial projections\nestablished by the Executive and the Chief Executive Officer of Parent on or\nprior to the Effective Date.\n\n                  (iii) SPECIAL CASH BONUS. On September 30, 2002, the Executive\nshall receive a cash payment of $3,000,000 (the \"Special Cash Bonus\"), provided\nthat the Company has achieved at least fifteen percent (15%) growth in its net\nincome from the prior annual period.\n\n                  (iv) INCENTIVE AWARDS. On the Effective Date, Parent shall\ngrant to the Executive 300,000 restricted shares of Parent's common stock (the\n\"Restricted Stock\") pursuant to the terms of Parent's stock incentive plan.\nExcept as otherwise provided herein, all restrictions on the shares of\nRestricted Stock shall lapse, and the shares shall be fully vested, on the third\nanniversary of the Effective Date. On the Effective Date, Parent shall also\ngrant to the Executive an option to acquire 1,200,000 shares of Parent's common\nstock (the \"Option\"). The Option will have an exercise price equal to the fair\nmarket value of the stock subject thereto on the date of grant (determined in\naccordance with the terms of and standard practice under Parent's stock\nincentive plan) and shall remain exercisable for a term not to extend beyond the\nearlier of the tenth anniversary of the date of grant or the third anniversary\nof the Executive's Date of Termination, whether or not the Executive remains\nemployed by the Company. Except as otherwise provided herein, the Option shall\nvest with respect to one third (1\/3) of the Option shares on the first\nanniversary of the date of grant, one third (1\/3) of the Option shares on the\nsecond anniversary of the date of grant, and one third (1\/3) of the Option\nshares on the third anniversary of the date of grant. As soon as practicable\nfollowing the Effective Date, Parent and the Executive shall enter into a\nwritten stock option and restricted stock agreement under the terms of Parent's\nstock incentive plan containing the terms and provisions not inconsistent with\nthose set forth herein. Without limiting the generality of Section 3(b)(v)\nhereof, the Executive shall also be eligible for additional equity and\nnon-equity awards under Parent's stock incentive and other long-term incentive\ncompensation plans during the Retention Period as determined by the Board or its\ndelegate in its (or its delegate's) sole discretion.\n\n\n                                      -2-\n\n\n                  (v) OTHER BENEFITS. During the Retention Period, the Executive\nshall be entitled to participate in all employee pension, welfare, perquisites,\nfringe benefit, and other benefit plans, practices, policies and programs\ngenerally applicable to the most senior executives of the Company on a basis and\non terms no less favorable than that provided to the Executive immediately prior\nto the Effective Date. In addition, the Executive shall receive during the\nRetention Period all \"expense reimbursement\" and \"additional benefits\"\nspecifically provided to the Executive pursuant to Section 3(c) and (e) of the\nEmployment Agreement between the Executive and the Company dated as of November\n1, 1999 (the \"Prior Agreement\"), which shall be provided by the Company to the\nExecutive on the same basis as such benefits were provided to the Executive\nimmediately prior to the Effective Date. In addition, the Executive shall be\nentitled to continued participation in the Company's Executive Retirement\nProgram and all other supplemental and excess retirement plans existing on the\ndate of this Agreement during the Retention Period, at economic levels at least\nequal to the levels of Executive's participation in such plans or programs as of\nthe date immediately prior to the Effective Date. In addition, the Executive and\nhis spouse shall be eligible to receive benefits under the current Company\nretiree medical and life insurance plan (as existing on the date of this\nAgreement) for the remainder of the lives of the Executive and his spouse\nprovided that the Company may substitute coverage on a no less favorable basis\nunder another plan covering employees and former employees of Parent or its\nsubsidiaries in the event the medical and\/or life insurance plan of the Company\nis terminated. The Company shall not withhold its consent to the Executive's\n\"retirement\" at any time after the Effective Date for purposes of any such plans\nand programs.\n\n                  (vi) EXPENSES. During the Retention Period, the Executive\nshall be entitled to receive prompt reimbursement for all expenses incurred by\nthe Executive in accordance with the Company's expense reimbursement policies.\n\n                  (vii) VACATION. During the Retention Period, the Executive\nshall be entitled to paid vacation in accordance with the plans, policies,\nprograms and practices of the Company as in effect with respect to the senior\nexecutives of the Company.\n\n         4. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The Executive's\nemployment shall terminate automatically upon the Executive's death during the\nRetention Period. If the Company determines in good faith that the Disability of\nthe Executive has occurred during the Retention Period (pursuant to the\ndefinition of Disability set forth below), it may give to the Executive written\nnotice in accordance with Section 11(a) of this Agreement of its intention to\nterminate the Executive's employment. In such event, the Executive's employment\nwith the Company shall terminate effective on the 30th day after receipt of such\nnotice by the Executive (the \"Disability Effective Date\"), provided that, within\nthe 30 days after such receipt, the Executive shall not have returned to\nfull-time performance of the Executive's duties. For purposes of this Agreement,\n\"Disability\" shall mean the absence of the Executive from the Executive's duties\nwith the Company on a full-time basis for 180 consecutive business days as a\nresult of incapacity due to mental or physical illness which is determined to be\ntotal and permanent by a physician selected by the Company or its insurers and\nacceptable to the Executive or the Executive's legal representative.\n\n         (b) CAUSE. The Company may terminate the Executive's employment during\nthe Retention Period for Cause. For purposes of this Agreement, \"Cause\" shall\nmean:\n\n\n                                      -3-\n\n\n                  (i) the willful and continued failure of the Executive to\nperform substantially the Executive's duties with the Company or one of its\naffiliates (other than any such failure resulting from incapacity due to\nphysical or mental illness), after a written demand for substantial performance\nis delivered to the Executive by the Board or the Chief Executive Officer of\nParent which specifically identifies the manner in which the Board or Chief\nExecutive Officer of Parent believes that the Executive has not substantially\nperformed the Executive's duties, or\n\n                  (ii) the willful engaging by the Executive in illegal conduct\nor gross misconduct which is materially and demonstrably injurious to the\nCompany or its affiliates, or\n\n                  (iii) conviction of a felony or guilty or nolo contendere plea\nby the Executive with respect thereto; or\n\n                  (iv) a material breach of Section 9 of this Agreement.\n\nFor purposes of this provision, no act or failure to act on the part of the\nExecutive shall be considered \"willful\" unless it is done, or omitted to be\ndone, by the Executive in bad faith or without reasonable belief that the\nExecutive's action or omission was in the best interests of the Company. Any\nact, or failure to act, based upon express authority given pursuant to a\nresolution duly adopted by the Board with respect to such act or omission or\nupon the instructions of the Chief Executive Officer of Parent or a senior\nofficer of Parent or based upon the advice of counsel for Parent or the Company\nshall be conclusively presumed to be done, or omitted to be done, by the\nExecutive in good faith and in the best interests of the Company.\n\n         (c) GOOD REASON. The Executive's employment may be terminated by the\nExecutive for Good Reason. For purposes of this Agreement, \"Good Reason\" shall\nmean in the absence of a written consent of the Executive:\n\n                  (i) the assignment to the Executive of any duties materially\ninconsistent in any respect with the Executive's position (including status,\noffices, titles and reporting requirements), authority, duties or\nresponsibilities as contemplated by Section 3(a) of this Agreement, or any other\naction by the Company which results in a material diminution in such position,\nauthority, duties or responsibilities, excluding for this purpose and an action\nnot taken in bad faith and which is remedied by the Company promptly after\nreceipt of notice thereof given by the Executive;\n\n                  (ii) any failure by the Company to comply with any of the\nprovisions of Section 3(b) of this Agreement, other than failure not occurring\nin bad faith and which is remedied by the Company promptly after receipt of\nnotice thereof given by the Executive;\n\n                  (iii) the Company's requiring the Executive to be based at any\noffice or location more than 50 miles from that provided in Section 3(a)(i)(B)\nhereof, provided that reasonable travel required in connection with Executive's\nreporting relationships and responsibilities to the Board shall not be deemed a\nbreach hereof;\n\n                  (iv) any purported termination by the Company of the\nExecutive's employment otherwise than as expressly permitted by this Agreement;\nor\n\n\n                                      -4-\n\n\n                  (v) any failure by the Company to comply with and satisfy\nSection 10(b) of this Agreement.\n\n         (d) NOTICE OF TERMINATION. Any termination by the Company for Cause, or\nby the Executive for Good Reason, shall be communicated by Notice of Termination\nto the other party hereto given in accordance with Section 11(a) of this\nAgreement. For purposes of this Agreement, a \"Notice of Termination\" means a\nwritten notice which (i) indicates the specific termination provision in this\nAgreement relied upon, (ii) to the extent applicable, sets forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nthe Executive's employment under the provision so indicated and (iii) if the\nDate of Termination (as defined below) is other than the date of receipt of such\nnotice, specifies the termination date (which date shall be not more than thirty\ndays after the giving of such notice). The failure by the Executive or the\nCompany to set forth in the Notice of Termination any fact or circumstance which\ncontributes to a showing of Good Reason or Cause shall not waive any right of\nthe Executive or the Company, respectively, hereunder or preclude the Executive\nor the Company, respectively, from asserting such fact or circumstance in\nenforcing the Executive's or the Company's rights hereunder.\n\n         (e) DATE OF TERMINATION. \"Date of Termination\" means (i) if the\nExecutive's employment is terminated by the Company for Cause, or by the\nExecutive for Good Reason, the date of receipt of the Notice of Termination or\nany later date specified therein within 30 days of such notice, as the case may\nbe, (ii) if the Executive's employment is terminated by the Company other than\nfor Cause or Disability, the Date of Termination shall be the date on which the\nCompany notifies the Executive of such termination and (iii) if the Executive's\nemployment is terminated by reason of death or Disability, the Date of\nTermination shall be the date of death of the Executive or the Disability\nEffective Date, as the case may be.\n\n         5. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) GOOD REASON; OTHER\nTHAN FOR CAUSE. If, during the Retention Period, the Company shall terminate the\nExecutive's employment other than for Cause or the Executive shall terminate\nemployment for Good Reason:\n\n                  (i) except as specified below, the Company shall pay to the\nExecutive in a lump sum in cash within 30 days after the Date of Termination the\naggregate of the following amounts:\n\n                  A. the sum of (1) the Executive's Annual Base Salary through\n         the Date of Termination to the extent not theretofore paid, and (2) the\n         product of (x) the $1,000,000 and (y) a fraction, the numerator of\n         which is the number of days in the fiscal year in which the Date of\n         Termination occurs through the Date of Termination, and the denominator\n         of which is 365, in each case to the extent not theretofore paid (the\n         sum of the amounts described in clauses (1) and (2), shall be\n         hereinafter referred to as the \"Accrued Obligations\"); and\n\n                  B. the amount equal to the product of (x) three (3) and (y)\n         the sum of (I) the Executive's Annual Base Salary and (II) $1,000,000\n         which shall be paid in accordance with Executive's normal payroll\n         periods immediately prior to the Date of Termination in equal\n         installments for a period of three (3) years, subject to Section 9; and\n\n\n                                      -5-\n\n\n                  (ii) to the extent not previously paid, the Company shall pay\nto the Executive the Special Cash Bonus (without regard to the financial\nperformance of the Company) in a lump sum in cash within 30 days of the Date of\nTermination; and\n\n                  (iii) the Options and the Restricted Stock and any other stock\nincentives held by the Executive shall vest immediately; and\n\n                  (iv) to the extent not theretofore paid or provided, the\nCompany shall timely pay or provide to the Executive any other amounts or\nbenefits required to be paid or provided or which the Executive is eligible to\nreceive under any plan, program, policy or practice or contract or agreement of\nthe Company and its affiliates, including but not limited to provision of\nbenefits under the Company's retiree medical plan as provided in Section 3(b)(v)\nhereof (such amounts and benefits, the \"Other Benefits\") in accordance with the\nterms and normal procedures of each such plan, program, policy or practice; and\n\n                  (v) to the extent permitted by applicable law, the Executive\nshall be credited with age and service credit under all relevant Company\nretirement plans (including qualified, supplemental and excess plans) through\nthe third anniversary of the Effective Date (the \"Retirement Benefit\").\n\n         (b) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment\nshall be terminated for Cause or the Executive terminates his employment without\nGood Reason during the Retention Period, this Agreement shall terminate without\nfurther obligations to the Executive other than the obligation to pay or provide\nto the Executive an amount equal to the amount set forth in clause (1) of\nSection 5(a)(i)(A) above, and the timely payment or provision of the Other\nBenefits, in each case to the extent theretofore unpaid. In the event the\nExecutive's employment terminates after the expiration of the Retention Period,\nthe Company shall provide the Executive (and his spouse, as applicable) with the\nOther Benefits.\n\n         (c) DEATH. If the Executive's employment is terminated by reason of the\nExecutive's death during the Retention Period, this Agreement shall terminate\nwithout further obligations to the Executive's legal representatives under this\nAgreement, other than for payment of Accrued Obligations, and the timely payment\nor provision of the Other Benefits. In addition, the Restricted Stock and\nOptions shall vest immediately. Accrued Obligations shall be paid to the\nExecutive's estate or beneficiary, as applicable, in a lump sum in cash within\n30 days of the Date of Termination.\n\n         (d) DISABILITY; RETIREMENT. If the Executive's employment is terminated\nby reason of the Executive's Disability or his retirement under the terms of the\napplicable the Company or Company retirement plan during the Retention Period,\nthis Agreement shall terminate without further obligations to the Executive,\nother than for payment of Accrued Obligations, the Retirement Benefit, and the\ntimely payment or provision of Other Benefits. In addition, in the case of\nDisability (but not for retirement) the Restricted Stock and Options shall vest\nimmediately, and the Executive shall continue to accrue age and service credit\nthrough retirement under the Company's qualified and nonqualified retirement\nplans and shall be paid a lump sum cash payment equal to three times the\nExecutive's Annual Base Salary. Accrued Obligations shall be paid to the\nExecutive in a lump sum in cash within 30 days of the Date of Termination.\n\n\n                                      -6-\n\n\n         6. NON-EXCLUSIVITY OF RIGHTS. Except as specifically provided, nothing\nin this Agreement shall prevent or limit the Executive's continuing or future\nparticipation in any plan, program, policy or practice provided by the Company,\nor any of its affiliates and for which the Executive may qualify, nor, subject\nto Section 11(e), shall anything herein limit or otherwise affect such rights as\nthe Executive may have under any contract or agreement with the Company, or its\naffiliates. Amounts which are vested benefits or which the Executive is\notherwise entitled to receive under any plan, policy, practice or program of or\nany contract or agreement with the Company or its affiliates at or subsequent to\nthe Date of Termination shall be payable in accordance with such plan, policy,\npractice or program or contract or agreement except as explicitly modified by\nthis Agreement. As used in this Agreement, the terms \"affiliated companies\" and\n\"affiliates\" shall include any company controlled by, controlling or under\ncommon control with the Company.\n\n         7. FULL SETTLEMENT. The Company's obligation to make the payments\nprovided for in this Agreement and otherwise to perform its obligations\nhereunder shall not be affected by any set-off, counterclaim, recoupment,\ndefense or other claim, right or action which the Company may have against the\nExecutive or others. In no event shall the Executive be obligated to seek other\nemployment or take any other action by way of mitigation of the amounts payable\nto the Executive under any of the provisions of this Agreement and, such amounts\nshall not be reduced whether or not the Executive obtains other employment. The\nCompany agrees to pay, to the full extent permitted by law, all legal fees and\nexpenses which the Executive may reasonably incur as a result of any contest by\nthe Company, the Executive or others of the validity or enforceability of, or\nliability under, any provision of this Agreement or any guarantee of performance\nthereof (including as a result of any contest by the Executive about the amount\nof any payment pursuant to this Agreement), plus in each case interest on any\ndelayed payment at the applicable Federal rate provided for in Section\n7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the \"Code\"), if\nthe Executive prevails on any material claim made by him, and disputed by the\nCompany or Acquiror under the terms of this Agreement.\n\n         8. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.\n\n         If at any time for any reason any payment or distribution (a \"Payment\")\nby the Company or any other person or entity to or for the benefit of the\nExecutive is determined to be a \"parachute payment\" (within the meaning of\nSection 280G (b) (2) of the Code), whether paid or copayable or distributed or\ndistributable pursuant to the terms of this Agreement or otherwise in connection\nwith or arising out of his employment with the Company or a change in ownership\nor excise tax imposed by Section 4999 of the Code (the \"Excise Tax\"), within a\nreasonable period of time after such determination is reached the Company shall\npay to the executive an additional payment (the \"Gross-Up Payment\") in an amount\nsuch that the net amount retained by the Executive, after deduction of any\nExcise Tax on such Payment and any federal, state or local income or employment\ntax or other taxes and Excise Tax on the Gross-Up Payment, shall equal the\namount of such Payment (including any interest or penalties with respect to any\nof the foregoing). All determinations concerning the application of the\nforegoing shall be made by a nationally recognized firm of independent\naccountants (together with legal counsel of its choosing), selected by the\nCompany after consultation with the Executive (which may be the Company's\nindependent auditors), whose determination shall be conclusive and binding on\nall parties. The fees and expenses of such accountants and counsel shall be\nborne by the Company. If the \n\n\n                                      -7-\n\n\nAccounting Firm determines that no Excise Tax is payable by the Executive, it\nshall furnish the Executive with an opinion that the Executive has substantial\nauthority not to report any Excise Tax on his Federal income tax return. In the\nevent the Internal Revenue Service assesses the Executive an amount of Excise\nTax in excess of that determined in accordance with the foregoing, the Company\nshall pay to the Executive an additional Gross-Up Payment, calculated as\ndescribed above in respect of such excess Excise Tax, including a Gross-Up\nPayment in respect of any interest or penalties imposed by the Internal Revenue\nService with respect to such excess Excise Tax.\n\n         9. CONFIDENTIALITY AND COMPETITIVE ACTIVITY.\n\n         (a) The Executive acknowledges that he has acquired and will continue\nto acquire during the Retention Period confidential information regarding the\nbusiness of the Company and its respective affiliates. Accordingly, the\nExecutive agrees that, without the written consent of the Board, he will not, at\nany time, disclose to any unauthorized person or otherwise use any such\nconfidential information. For this purpose, confidential information means\nnon-public information concerning the financial data, business strategies,\nproduct development (and proprietary product data), customer lists, marketing\nplans, and other proprietary information concerning the Company and its\nrespective affiliates, except for specific items which have become publicly\navailable other than as a result of the Executive's breach of this agreement.\n\n         (b) During the Retention Period and for two years after the Date of\nTermination (three years in the case of a termination by the Company without\nCause or by the Executive for Good Reason), the Executive will not, without the\nwritten consent of the Board, directly or indirectly, (A) knowingly engage or be\ninterested in (as owner, partner, stockholder, employee, director, officer,\nagent, consultant or otherwise), with or without compensation, any business in\nthe United States which is in competition with any line of business actively\nbeing conducted on the Date of Termination by the Company; (B) whether or not\nthe Executive's termination of employment occurred without Cause or for Good\nReason, hire any person who was employed by the Company or any of its\nsubsidiaries or affiliates (other than persons employed in a clerical or other\nnon-professional position) within the six-month period preceding the date of\nsuch hiring, or solicit, entice, persuade or induce any person or entity doing\nbusiness with the Company or its respective affiliates, to terminate such\nrelationship or to refrain from extending or renewing the same, and (C)\ndisparage or publicly criticize Parent, Acquiror, the Company or any of their\naffiliates. Nothing herein, however, will prohibit the Executive from acquiring\nor holding not more than one percent of any class of publicly traded securities\nof any such business; provided that such securities entitle the Executive to not\nmore than one percent of the total outstanding votes entitled to be cast by\nsecurityholders of such business in matters on which such securityholders are\nentitled to vote.\n\n         (c) The Executive hereby acknowledges that the provisions of this\nSection 9 are reasonable and necessary for the protection of the Company and its\nrespective affiliates. In addition, he further acknowledges that the Company and\nits respective affiliates will be irrevocably damaged if such covenants are not\nspecifically enforced. Accordingly, the Executive agrees that, in addition to\nany other relief to which the Company may be entitled, the Company will be\nentitled to seek and obtain injunctive relief (without the requirement of any\nbond) from a court of competent jurisdiction for the purposes of restraining him\nfrom an actual or threatened breach of\n\n\n                                      -8-\n\n\nsuch covenants. In addition, and without limiting the Company's other remedies,\nin the event of any breach by the Executive of such covenants, the Company will\nhave no obligation to pay any of the amounts that continue to remain payable to\nthe Executive after the date of such breach under Section 5 hereof.\n\n         10. SUCCESSORS. (a) This Agreement is personal to the Executive and\nwithout the prior written consent of the Company shall not be assignable by the\nExecutive otherwise than by will or the laws of descent and distribution. This\nAgreement shall inure to the benefit of and be enforceable by the Executive's\nlegal representatives. This Agreement shall inure to the benefit of and be\nbinding upon the Company and Acquiror and its respective successors and assigns.\n\n         (b) Acquiror and the Company will require any successor (whether direct\nor indirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of Acquiror or the Company to\nassume expressly and agree to perform this Agreement in the same manner and to\nthe same extent that Acquiror and the Company would be required to perform it if\nno such succession had taken place. As used in this Agreement, \"Acquiror\" and\n\"Company\" shall mean the Company as hereinbefore defined and any successor to\ntheir respective business and\/or assets as aforesaid which assumes and agrees to\nperform this Agreement by operation of law, or otherwise.\n\n         11. MISCELLANEOUS. (a) This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York, without\nreference to principles of conflict of laws. The parties hereto irrevocably\nagree to submit to the jurisdiction and venue of the courts of the State of New\nYork, in the City of New York, in any action or proceeding brought with respect\nto or in connection with this Agreement. The captions of this Agreement are not\npart of the provisions hereof and shall have no force or effect. This Agreement\nmay not be amended or modified otherwise than by a written agreement executed by\nthe parties hereto or their respective successors and legal representatives.(b)\nAll notices and other communications hereunder shall be in writing and shall be\ngiven by hand delivery to the other party or by registered or certified mail,\nreturn receipt requested, postage prepaid, addressed as follows:\n\n         IF TO THE EXECUTIVE:\n\n\n         At the most recent address on file for the Executive at the Company;\n\n\n\n         IF TO ACQUIROR:\n\n         1 Tyco Park\n         Exeter, New Hampshire  03833\n\n         Attention:  General Counsel\n\n\n         IF TO THE COMPANY:\n\n\n                                      -9-\n\n\n\n         650 CIT Drive\n         Livingston, New Jersey  07039\n\n\n         Attention:\n\n\nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith. Notice and communications shall be effective\nwhen actually received by the addressee.\n\n         (b) The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement.\n\n         (c) The Company may withhold from any amounts payable under this\nAgreement such Federal, state, or local taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation.\n\n         (d) The Executive's or the Company's failure to insist upon strict\ncompliance with any provision of this Agreement or the failure to assert any\nright the Executive or the Company may have hereunder, including, without\nlimitation, the right of the Executive to terminate employment for Good Reason\npursuant to Section 4 of this Agreement, shall not be deemed to be a waiver of\nsuch provision or right or any other provision or right of this Agreement.\n\n         (e) From and after the Effective Date this Agreement shall supersede\nany other employment, severance or change of control agreement between the\nparties (including, for this purpose, between the Executive and the Company)\nwith respect to the subject matter hereof, including, without limitation, the\nPrior Agreement, except as expressly provided herein. The Executive acknowledges\nand agrees that the benefits provided to him pursuant to this Agreement are made\nto the Executive in lieu of and in substitution for his receipt of any such\n\"change of control\" bonus or other \"special\" cash payment pursuant to the Prior\nAgreement.\n\n\n                                      -10-\n\n\n         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand\nand, pursuant to the authorization from their respective Boards of Directors,\nAcquiror and the Company have caused these presents to be executed in their name\nand on their behalf, all as of the day and year first above written.\n\n\n\n\n                                              \/s\/ Albert R. Gamper, Jr.\n                                             -----------------------------------\n                                                   ALBERT R. GAMPER, JR.\n\n\n\n                                             TYCO ACQUISITION CORP. XIX (NV)\n\n\n\n                                             By \/s\/ Jeffrey D. Mattfolk\n                                                --------------------------------\n                                                Jeffrey D. Mattfolk\n                                                Vice President\n\n\n\n\n                                             THE CIT GROUP, INC.\n\n\n\n\n\n                                             By \/s\/ William M. O'Grady\n                                                --------------------------------\n                                                William M. O'Grady\n                                                Executive Vice President\n                                                and Chief Administrative Officer\n\n\n\nAGREED AND ACKNOWLEDGED AS A\nGUARANTOR OF PERFORMANCE:\n\nTYCO INTERNATIONAL LTD.\n\n\n\nBy \/s\/ Mark H. Swartz\n   ------------------------------\n   Mark H. Swartz\n   Executive Vice President\n   and Chief Financial Officer\n\n\n\n                                      -11-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9133],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9539,9544],"class_list":["post-40376","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-manufacturing__conglomerates","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\/40376","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=40376"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40376"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40376"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40376"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}