Severance Agreement - Perkin-Elmer Corp. and Stephen D. Jaeger
April 11, 1995
Mr. Stephen O. Jaeger
33 Wicks End Lane
Wilton, CT 06897
Dear Steve:
This is to confirm our agreement concerning certain
terms of your employment with The Perkin-Elmer Corporation
(the "Corporation"). As you know, you and the Corporation
are also parties to an Employment Agreement dated March 16,
1995, which concerns other terms of employment (the
"Employment Agreement").
If, prior to March 14, 1997, your employment with the
Corporation is terminated by the Corporation for reasons
other than "cause", or if you resign your employment for
"good reason", the Corporation shall pay to you the
equivalent of two years base salary at the base salary in
effect at the time of termination. This amount will be paid
in 52 equal bi-weekly installments beginning on the next regular
payroll date after the date of termination. All payments will be
net of normal payroll deductions for state and federal
taxes. Upon such termination, you shall receive no other
benefits or compensation except as you may be entitled to
under the Corporation's retirement and profit sharing plans
or as mandated by law (such as `COBRA"). Payments pursuant
to this agreement will be in lieu of any benefit under any
severance pay plan of the Corporation and shall be
contingent upon your signing, and complying with, a release
agreement in the form attached hereto as Exhibit A.
-1-
<PAGE>
In the event of a "Change-in-Control", as defined in
the Employment Agreement, this agreement shall be of no
force or effect, and shall terminate. In any event, this
agreement shall terminate on March 14, 1997, and upon such
termination no further obligations shall be owed hereunder.
"Cause" shall mean (i) gross misconduct or gross
negligence in the performance of your duties; (ii) willful,
intentional, deliberate and continued failure to perform
your duties; (iii) illegal conduct; (iv) willful and
material violation by you of any policy or standard of the
Corporation; (v) any material breach by you of any agreement
between the
Corporation and you.
"Good reason" shall mean (i) any material reduction in
your base annual salary which is materially greater than
reductions suffered by other officers, if any; (ii) removal
from the position of chief financial officer, or assignment
of duties or responsibilities materially inconsistent with
such position, except for "cause".
This agreement does not alter or modify any other
agreement that you have with the Corporation.
If the foregoing represents our understanding, please
so indicate by signing on the line provided below.
THE PERKIN-ELMER CORPORATION
By: /s/ Gaynor N. Kelley
Agreed to:
/s/ Stephen O. Jaeger
Stephen O. Jaeger
-2-
<PAGE>
EXHIBIT A
RELEASE
(a)In consideration of the benefits under the Agreement to
which this Release is an exhibit, Employee releases,
waives, and forever discharges the Company, any related
companies, and the employees, officers, representatives,
agents and directors of any of them from all claims,
demands, actions, suits, covenants, contracts,
agreements, promises and liabilities of any kind
whatsoever, known or unknown which Employee, Employee's
heirs, executors or assigns may have had, now have or
could in the future have including, without limitation,
those based on Employee's employment with the Company, or
the termination of that employment. This includes, for
example, a release of any rights or claims Employee may
have under the Age Discrimination in Employment Act,
which prohibits age discrimination in employment; Title
VII of the Civil Rights Act of 1964, which prohibits
discrimination in employment based on race, color,
national origin, religion or sex; the Equal Pay Act,
which prohibits paying men and women unequal pay for
equal work; or any other federal, state or local laws or
regulations prohibiting employment discrimination. This
also includes a release by Employee of any claims for
wrongful discharge or breach of employment agreement.
This release covers both claims that Employee knows about
and those he or she may not know about.
(b)This release does not include, however, a release of
Employee's right, if any, to benefits under the Company's
standard retirement program or a release of any rights or
claims that Employee may have under the Age
Discrimination in Employment Act which arise after the
date the Employee signs this Release.
(c)Employee further promises never to file or join in a
lawsuit or other proceeding asserting any claims that are
released in Section (a) hereof.
(d)Nothing in this Agreement shall be inferred to be an
admission of any fault by the Company.
Employee