Restricted Stock Agreement - ALLEGHENY TECHNOLOGIES INC - 11-15-1999 by ATI-Agreements

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									Exhibit 10(b) RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and executed as of the 16th day of September, 1999, by and between ALLEGHENY TELEDYNE INCORPORATED, a Delaware corporation with its principal place of business at 10th Floor, Six PPG Place, Pittsburgh, PA 15222 (with all of its direct and indirect subsidiaries, "ATI") and THOMAS A. CORCORAN, an individual residing in the State of Maryland (the "Executive"). WHEREAS, as of the date hereof, the Executive is beginning employment with ATI under an Employment Agreement effective as of September 16, 1999 between the parties (the "Employment Agreement") and, effective October 1, 1999, will become President and Chief Executive Officer of ATI and a member of its Board of Directors; WHEREAS, pursuant to Section 5(d) of the Employment Agreement, ATI has agreed to award to the Executive 150,000 shares of common stock, $0.10 par value per share ("ATI Stock") subject to certain restrictions and forfeiture provisions; and WHEREAS, the parties intend for this Agreement to evidence the award of restricted shares and set forth the terms and conditions thereof. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: 1. Award and Issuance of the Shares. (a) In addition to any other compensation the Executive may be entitled under the Employment Agreement or otherwise in connection with his service as an employee of ATI, ATI hereby awards to the Executive 150,000 shares of ATI Stock (the "Shares"). As soon as practicable following the execution and delivery of this Agreement, ATI shall issue in the Executive's name and deliver to the Executive a stock certificate or stock certificates representing the Shares. The Shares shall be subject to the transferability restrictions set forth in Section 2 of this Agreement (the "Restrictions") for the period set forth in Section 3(a) of this Agreement and shall be subject to forfeiture as set forth in Section 3(b) of this Agreement.

(b) In order to reflect the restrictions on disposition of the Shares, the stock certificate(s) for the Shares may be endorsed with restrictive legends, including one or both of the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS." "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT ENTERED INTO BETWEEN ALLEGHENY TELEDYNE INCORPORATED AND THOMAS A. CORCORAN DATED AS OF SEPTEMBER 16, 1999 WHICH PROVIDES, GENERALLY, THAT THE SHARES CANNOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED FOR ANY REASON PRIOR TO JULY 16, 2004 OR, IF EARLIER, THE DEATH OF THOMAS A. CORCORAN WHILE THEN AN

(b) In order to reflect the restrictions on disposition of the Shares, the stock certificate(s) for the Shares may be endorsed with restrictive legends, including one or both of the following: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS." "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT ENTERED INTO BETWEEN ALLEGHENY TELEDYNE INCORPORATED AND THOMAS A. CORCORAN DATED AS OF SEPTEMBER 16, 1999 WHICH PROVIDES, GENERALLY, THAT THE SHARES CANNOT BE TRANSFERRED, PLEDGED OR HYPOTHECATED FOR ANY REASON PRIOR TO JULY 16, 2004 OR, IF EARLIER, THE DEATH OF THOMAS A. CORCORAN WHILE THEN AN EMPLOYEE OF ALLEGHENY TELEDYNE INCORPORATED. COPIES OF SUCH AGREEMENT ARE ON FILE IN THE OFFICES OF ALLEGHENY TELEDYNE INCORPORATED, 10th FLOOR, SIX PPG PLACE, PITTSBURGH, PA 15222." (c) If required by the authorities of any state in connection with the issuance of the Shares, the legend or legends required by such state authorities shall also be endorsed on all such certificates. (d) Simultaneously with the execution and delivery of this Agreement, the Executive shall deliver to ATI one or more stock powers endorsed in blank relating to the Shares. In the event of forfeiture of the Shares under Section 3(b) of this Agreement, the certificate or certificates representing the forfeited Shares shall be canceled. 2. Restrictions on the Shares. Except as provided in this Section 2, the Executive shall have all rights and privileges of a stockholder as to 2

the Shares, including, without limitation, voting rights and the right to receive, without restriction on disposition or forfeiture conditions, cash dividends and the contemplated distribution of shares of stock to ATI shareholders of Teledyne Technologies Incorporated and Water Pik Technologies, Inc. The following Restrictions shall apply to the Shares unless and until such Restrictions expire as to all or any portion of the Shares in accordance with Section 3 of this Agreement: (i) any distribution with respect to the Shares made in the form of stock, including, other than the contemplated distribution of shares of stock to ATI shareholders of Teledyne Technologies Incorporated and Water Pik Technologies, Inc., shall be and become subject to the Restrictions; (ii) none of the Shares may be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of; and (iii) all of the Shares shall be subject to forfeiture as set forth in Section 3(b) of this Agreement. Any attempt to dispose of Shares in a manner contrary to the foregoing restrictions set forth in this Agreement shall be null, void and ineffective and shall result in the forfeiture of the Shares. 3. Expiration of the Restrictions; Forfeiture of the Shares. (a) The Restrictions shall expire with respect to the Shares upon the earlier to occur of (i) July 16, 2004; (ii) the date of the Executive's death if he is an employee of ATI on the date of his death; or (iii) termination of his

the Shares, including, without limitation, voting rights and the right to receive, without restriction on disposition or forfeiture conditions, cash dividends and the contemplated distribution of shares of stock to ATI shareholders of Teledyne Technologies Incorporated and Water Pik Technologies, Inc. The following Restrictions shall apply to the Shares unless and until such Restrictions expire as to all or any portion of the Shares in accordance with Section 3 of this Agreement: (i) any distribution with respect to the Shares made in the form of stock, including, other than the contemplated distribution of shares of stock to ATI shareholders of Teledyne Technologies Incorporated and Water Pik Technologies, Inc., shall be and become subject to the Restrictions; (ii) none of the Shares may be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of; and (iii) all of the Shares shall be subject to forfeiture as set forth in Section 3(b) of this Agreement. Any attempt to dispose of Shares in a manner contrary to the foregoing restrictions set forth in this Agreement shall be null, void and ineffective and shall result in the forfeiture of the Shares. 3. Expiration of the Restrictions; Forfeiture of the Shares. (a) The Restrictions shall expire with respect to the Shares upon the earlier to occur of (i) July 16, 2004; (ii) the date of the Executive's death if he is an employee of ATI on the date of his death; or (iii) termination of his employment by ATI without Cause, as Cause is defined in Section 9(b) of that certain Employment Agreement dated the 17th day of August, 1999, between ATI and the Executive (whether or not the Employment Agreement is in effect on the date of such termination). Such Employment Agreement is hereby incorporated herein as if set forth at length. (b) If, before the Restrictions expire in accordance with Section 3(a), either (i) the Executive's employment with ATI shall terminate for any reason other than his death or as specified in Section 3(a)(iii), or (ii) the Executive breaches any of his material obligations under the Employment Agreement, all rights of the Executive to the Shares shall forthwith terminate and be forfeited in their entirety. In the event of any 3

such forfeiture, the certificate or certificates representing the forfeited Shares shall be canceled. 4. Restricted Securities. The Executive hereby confirms that he has been informed that the Shares are restricted securities under the Securities Act of 1933, as amended (the "Securities Act") and may not be resold or transferred unless the Shares are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, the Executive hereby acknowledges that he is prepared to hold the Shares for an indefinite period, including such period as may be necessary after the Restrictions expire, and that he is aware that Rule 144 of the Securities and Exchange Commission (the "Commission") issued under the Securities Act is not presently available to exempt the sale of the Shares from the registration requirements of the Securities Act. The Executive is aware of the adoption of Rule 144 by the Commission, promulgated under the Securities Act, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. The Executive understands that under Rule 144, the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not fewer than one year after the party has acquired the securities to be sold, the sale being through a broker is an unsolicited "broker's transaction" and the amount of securities being sold during any three-month period not exceeding specified limitations. The Executive acknowledges and understands that ATI may not be satisfying the current public information requirement of Rule 144 at the time he wishes to sell the Shares or other conditions under Rule 144 which are required of ATI. If so, he understands that he will be precluded from selling the securities under Rule 144 even if the one-year holding period of said Rule has been satisfied. Prior to his acquisition of the Shares, the Executive acquired sufficient information about ATI to reach an informed knowledgeable decision to acquire the Shares. The Executive has such knowledge and experience in financial and business matters as to make him capable of utilizing said information to evaluate the risks of the prospective

such forfeiture, the certificate or certificates representing the forfeited Shares shall be canceled. 4. Restricted Securities. The Executive hereby confirms that he has been informed that the Shares are restricted securities under the Securities Act of 1933, as amended (the "Securities Act") and may not be resold or transferred unless the Shares are first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, the Executive hereby acknowledges that he is prepared to hold the Shares for an indefinite period, including such period as may be necessary after the Restrictions expire, and that he is aware that Rule 144 of the Securities and Exchange Commission (the "Commission") issued under the Securities Act is not presently available to exempt the sale of the Shares from the registration requirements of the Securities Act. The Executive is aware of the adoption of Rule 144 by the Commission, promulgated under the Securities Act, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. The Executive understands that under Rule 144, the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not fewer than one year after the party has acquired the securities to be sold, the sale being through a broker is an unsolicited "broker's transaction" and the amount of securities being sold during any three-month period not exceeding specified limitations. The Executive acknowledges and understands that ATI may not be satisfying the current public information requirement of Rule 144 at the time he wishes to sell the Shares or other conditions under Rule 144 which are required of ATI. If so, he understands that he will be precluded from selling the securities under Rule 144 even if the one-year holding period of said Rule has been satisfied. Prior to his acquisition of the Shares, the Executive acquired sufficient information about ATI to reach an informed knowledgeable decision to acquire the Shares. The Executive has such knowledge and experience in financial and business matters as to make him capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Executive is able to bear the economic risk of his investment in the Shares. 5. Disposition of Shares. Prior to the expiration of the Restrictions, the plenary transfer restriction set forth in of Section 2 of this Agreement shall apply to the Shares. The Executive hereby agrees that following the expiration of the Restrictions he shall make no disposition of the Shares except in a transaction which counsel to ATI has determined 4

complies with the various then applicable securities laws of the United State and any state with jurisdiction. 6. Tax Payments; Withholding. ATI may withhold from the Shares or any cash amount payable with respect to the Shares from ATI to the Executive all taxes which ATI is required or otherwise authorized to withhold under applicable law as determined by ATI in good faith. 7. Notices. All notices or communications hereunder shall be in writing, addressed as follows: 5

To ATI: Allegheny Teledyne Incorporated 10th Floor Six PPG Place Pittsburgh, PA 15222 Attention: Senior Vice President, General Counsel and Secretary To the Executive: Thomas A. Corcoran

complies with the various then applicable securities laws of the United State and any state with jurisdiction. 6. Tax Payments; Withholding. ATI may withhold from the Shares or any cash amount payable with respect to the Shares from ATI to the Executive all taxes which ATI is required or otherwise authorized to withhold under applicable law as determined by ATI in good faith. 7. Notices. All notices or communications hereunder shall be in writing, addressed as follows: 5

To ATI: Allegheny Teledyne Incorporated 10th Floor Six PPG Place Pittsburgh, PA 15222 Attention: Senior Vice President, General Counsel and Secretary To the Executive: Thomas A. Corcoran

or such other address as one party may supply to the other in writing from time to time. Any such notice or communication shall be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), and the actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given. 8. Assignment; Agreement. This Agreement shall be binding upon and inure to the benefit of the respective heirs and representatives of the Executive and the assigns and successors of ATI, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. 9. Entire Agreement; Amendment or Termination. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended or terminated at any time by written agreement of the parties hereto. 10. Governing Law. This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Pennsylvania other than the conflict of laws provisions of such laws. 11. Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force 6

and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 12. Certain References. References to "the Executive" in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the Executive's executors or the administrators, or the person or persons to whom all or any portion of the Shares may be transferred by will or the laws of descent

To ATI: Allegheny Teledyne Incorporated 10th Floor Six PPG Place Pittsburgh, PA 15222 Attention: Senior Vice President, General Counsel and Secretary To the Executive: Thomas A. Corcoran

or such other address as one party may supply to the other in writing from time to time. Any such notice or communication shall be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), and the actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given. 8. Assignment; Agreement. This Agreement shall be binding upon and inure to the benefit of the respective heirs and representatives of the Executive and the assigns and successors of ATI, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. 9. Entire Agreement; Amendment or Termination. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The Agreement may be amended or terminated at any time by written agreement of the parties hereto. 10. Governing Law. This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the Commonwealth of Pennsylvania other than the conflict of laws provisions of such laws. 11. Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force 6

and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 12. Certain References. References to "the Executive" in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the Executive's executors or the administrators, or the person or persons to whom all or any portion of the Shares may be transferred by will or the laws of descent and distribution, such references to the Executive shall be deemed to include such person or persons. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Satisfaction of Section 5(d) of Employment Agreement. The Executive acknowledges that, upon the execution and delivery of this Agreement by the parties hereto, ATI's obligation under Section 5(d) of the Employment Agreement has been satisfied. 7

and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 12. Certain References. References to "the Executive" in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the Executive's executors or the administrators, or the person or persons to whom all or any portion of the Shares may be transferred by will or the laws of descent and distribution, such references to the Executive shall be deemed to include such person or persons. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Satisfaction of Section 5(d) of Employment Agreement. The Executive acknowledges that, upon the execution and delivery of this Agreement by the parties hereto, ATI's obligation under Section 5(d) of the Employment Agreement has been satisfied. 7

IN WITNESS WHEREOF, ATI has caused this Agreement to be duly executed and the Executive has set his hand, as of the day and year first above written. ALLEGHENY TELEDYNE INCORPORATED
By: /s/ Richard P. Simmons ---------------------Richard P. Simmons Chairman

THE EXECUTIVE
/s/ Thomas A. Corcoran --------------------Thomas A. Corcoran

8

Exhibit 10(c) SUPPLEMENTAL PENSION PLAN AGREEMENT MADE as of this 16th day of September, 1999, between ALLEGHENY TELEDYNE INCORPORATED, a Delaware corporation (hereinafter called "Allegheny Teledyne"), and THOMAS A. CORCORAN of Pittsburgh, Pennsylvania (hereinafter called the "Executive"), WITNESSETH: WHEREAS, the Executive commenced employment with Allegheny Teledyne or a subsidiary or a division of a subsidiary of Allegheny Teledyne (hereinafter called the "Corporation") on September 16, 1999: WHEREAS, the Executive has been designated as a participant in Allegheny Teledyne's Supplemental Pension Plan on the terms and conditions described herein; WHEREAS, the Executive and Allegheny Teledyne desire to enter into an agreement to reflect the Executive's participation in Allegheny Teledyne's Supplemental Pension Plan;

IN WITNESS WHEREOF, ATI has caused this Agreement to be duly executed and the Executive has set his hand, as of the day and year first above written. ALLEGHENY TELEDYNE INCORPORATED
By: /s/ Richard P. Simmons ---------------------Richard P. Simmons Chairman

THE EXECUTIVE
/s/ Thomas A. Corcoran --------------------Thomas A. Corcoran

8

Exhibit 10(c) SUPPLEMENTAL PENSION PLAN AGREEMENT MADE as of this 16th day of September, 1999, between ALLEGHENY TELEDYNE INCORPORATED, a Delaware corporation (hereinafter called "Allegheny Teledyne"), and THOMAS A. CORCORAN of Pittsburgh, Pennsylvania (hereinafter called the "Executive"), WITNESSETH: WHEREAS, the Executive commenced employment with Allegheny Teledyne or a subsidiary or a division of a subsidiary of Allegheny Teledyne (hereinafter called the "Corporation") on September 16, 1999: WHEREAS, the Executive has been designated as a participant in Allegheny Teledyne's Supplemental Pension Plan on the terms and conditions described herein; WHEREAS, the Executive and Allegheny Teledyne desire to enter into an agreement to reflect the Executive's participation in Allegheny Teledyne's Supplemental Pension Plan; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Subject to the terms and conditions of the Executive's present employment arrangement with the Corporation, or as such terms and conditions may be modified and amended from time to time, Executive shall remain in the service of the Corporation until the Executive's normal retirement age of 65 and shall fully and faithfully perform such duties as an employee of the Corporation, as may properly be assigned to the Executive or, 2. The Executive (or in the event of the Executive's death, the Executive's designated beneficiary) shall be entitled to receive supplemental pension payments under this

Agreement if (i) the Executive retires on or after Normal Retirement Age within the meaning of the part of the Corporation's pension plan for salaried employees applicable to the Executive (the "Pension Plan") or on or after age 58 under conditions whereby the Executive is entitled to receive an immediate pension under the Pension Plan or if the Executive would be entitled to receive such a pension but for the fact that the Executive has not had the necessary years of continuous service with the Corporation, (ii) becomes totally disabled within the meaning

Exhibit 10(c) SUPPLEMENTAL PENSION PLAN AGREEMENT MADE as of this 16th day of September, 1999, between ALLEGHENY TELEDYNE INCORPORATED, a Delaware corporation (hereinafter called "Allegheny Teledyne"), and THOMAS A. CORCORAN of Pittsburgh, Pennsylvania (hereinafter called the "Executive"), WITNESSETH: WHEREAS, the Executive commenced employment with Allegheny Teledyne or a subsidiary or a division of a subsidiary of Allegheny Teledyne (hereinafter called the "Corporation") on September 16, 1999: WHEREAS, the Executive has been designated as a participant in Allegheny Teledyne's Supplemental Pension Plan on the terms and conditions described herein; WHEREAS, the Executive and Allegheny Teledyne desire to enter into an agreement to reflect the Executive's participation in Allegheny Teledyne's Supplemental Pension Plan; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Subject to the terms and conditions of the Executive's present employment arrangement with the Corporation, or as such terms and conditions may be modified and amended from time to time, Executive shall remain in the service of the Corporation until the Executive's normal retirement age of 65 and shall fully and faithfully perform such duties as an employee of the Corporation, as may properly be assigned to the Executive or, 2. The Executive (or in the event of the Executive's death, the Executive's designated beneficiary) shall be entitled to receive supplemental pension payments under this

Agreement if (i) the Executive retires on or after Normal Retirement Age within the meaning of the part of the Corporation's pension plan for salaried employees applicable to the Executive (the "Pension Plan") or on or after age 58 under conditions whereby the Executive is entitled to receive an immediate pension under the Pension Plan or if the Executive would be entitled to receive such a pension but for the fact that the Executive has not had the necessary years of continuous service with the Corporation, (ii) becomes totally disabled within the meaning of the Corporation's long-term disability income plan or (iii) dies while actively employed by the Corporation or after becoming totally disabled and while still receiving disability payments for such disability or during the initial waiting period before the long-term disability income payments commence. Nothing contained in this Agreement shall affect the right of the Corporation to terminate the Executive's services, responsibilities, duties and authority to represent the Corporation at any time or for any reason whatsoever. 3. The payments under this Agreement shall be made as supplemental pension income for a number of months equal to twelve times the Executive's years of service as an employee of the Corporation, up to a maximum payment period of 120 months (the "Payment Period") following the retirement of the Executive after attainment of age 62. If the Executive suffers a total disability while employed by the Corporation, the Executive may, by notice to Allegheny Teledyne during the initial 6 months' waiting period before the Executive's disability payments begin under the Corporation's long-term disability income plan, elect to receive supplemental pension payments monthly in the amount described in Paragraph 4 hereof. Any payments made to the Executive under the previous sentence while disabled shall reduce dollar for dollar the payments that may otherwise be payable under the Agreement to the Executive following retirement or to the Executive's designated beneficiary following the Executive's death. If the Executive dies following retirement during the Executive's Payment Period the balance of the payments will be made or continued to the Executive's surviving spouse and/or the Executive's estate or designated beneficiary for the remainder of such period, or, if the Executive dies after retirement but before payments have commenced or after becoming totally disabled or during the period of such disability but before expiration of the Payment Period, the balance of the payments will be made or continued to the Executive's surviving spouse and/or the Executive's estate or designated beneficiary for the remainder of such Payment

Agreement if (i) the Executive retires on or after Normal Retirement Age within the meaning of the part of the Corporation's pension plan for salaried employees applicable to the Executive (the "Pension Plan") or on or after age 58 under conditions whereby the Executive is entitled to receive an immediate pension under the Pension Plan or if the Executive would be entitled to receive such a pension but for the fact that the Executive has not had the necessary years of continuous service with the Corporation, (ii) becomes totally disabled within the meaning of the Corporation's long-term disability income plan or (iii) dies while actively employed by the Corporation or after becoming totally disabled and while still receiving disability payments for such disability or during the initial waiting period before the long-term disability income payments commence. Nothing contained in this Agreement shall affect the right of the Corporation to terminate the Executive's services, responsibilities, duties and authority to represent the Corporation at any time or for any reason whatsoever. 3. The payments under this Agreement shall be made as supplemental pension income for a number of months equal to twelve times the Executive's years of service as an employee of the Corporation, up to a maximum payment period of 120 months (the "Payment Period") following the retirement of the Executive after attainment of age 62. If the Executive suffers a total disability while employed by the Corporation, the Executive may, by notice to Allegheny Teledyne during the initial 6 months' waiting period before the Executive's disability payments begin under the Corporation's long-term disability income plan, elect to receive supplemental pension payments monthly in the amount described in Paragraph 4 hereof. Any payments made to the Executive under the previous sentence while disabled shall reduce dollar for dollar the payments that may otherwise be payable under the Agreement to the Executive following retirement or to the Executive's designated beneficiary following the Executive's death. If the Executive dies following retirement during the Executive's Payment Period the balance of the payments will be made or continued to the Executive's surviving spouse and/or the Executive's estate or designated beneficiary for the remainder of such period, or, if the Executive dies after retirement but before payments have commenced or after becoming totally disabled or during the period of such disability but before expiration of the Payment Period, the balance of the payments will be made or continued to the Executive's surviving spouse and/or the Executive's estate or designated beneficiary for the remainder of such Payment Period. If the 2

Executive dies before retirement and while an active employee of the Corporation, monthly payments in the amount described in Paragraph 4 hereof will be paid to the Executive's surviving spouse and/or the Executive's estate or designated beneficiary for a period of twelve months for each year of service as an employee of the Corporation, up to a maximum payment period of 120 months following the Executive's death. 4. The monthly payments under this Agreement shall be equal to 50% of the Executive's monthly base salary in effect at the time of the Executive's retirement, death or total disability, whichever shall be relevant under Paragraph 2 hereof. 5. During the Payment Period the Executive shall refrain from entering the employ of or rendering any services to any competitor of Allegheny Teledyne or any of its subsidiaries (which for purposes of this Agreement shall include 50% owned corporations) without the prior written consent of Allegheny Teledyne. In addition, the Executive shall at all times refrain from taking any action that may, in the reasonable judgment of the Board, be considered to be contrary to the best interest of the Corporation. 6. If the regular employment of the Executive is terminated by discharge for Cause by the Corporation (as defined in Section 9(b) of that certain Employment Agreement dated the 17th day of August, 1999 between the Executive and Allegheny Teledyne, which is hereinafter referred to as the "Employment Agreement"), or the Executive voluntarily quits employment prior to age 58 and he accepts employment with a third party, all liability of Allegheny Teledyne under this Agreement shall thereby be terminated. Notwithstanding any contrary provision in the Supplemental Pension Plan, (i) if the Executive resigns from employment with the Corporation at any time prior to attaining age 58 and does not accept employment with a third party, the Corporation shall pay to or with respect to him an amount equal to 50% of the amount earned from his date of hire to his resignation in equal monthly installments over the period of employment commencing at the Executive's 62nd birthday and the Corporation shall pay each installment so long as the Executive is not then in the employ for a for-profit corporation, (ii) if the Executive resigns at any time after attaining age 58, the Corporation shall pay him a benefit equal to the benefit he would have accrued if he was then

Executive dies before retirement and while an active employee of the Corporation, monthly payments in the amount described in Paragraph 4 hereof will be paid to the Executive's surviving spouse and/or the Executive's estate or designated beneficiary for a period of twelve months for each year of service as an employee of the Corporation, up to a maximum payment period of 120 months following the Executive's death. 4. The monthly payments under this Agreement shall be equal to 50% of the Executive's monthly base salary in effect at the time of the Executive's retirement, death or total disability, whichever shall be relevant under Paragraph 2 hereof. 5. During the Payment Period the Executive shall refrain from entering the employ of or rendering any services to any competitor of Allegheny Teledyne or any of its subsidiaries (which for purposes of this Agreement shall include 50% owned corporations) without the prior written consent of Allegheny Teledyne. In addition, the Executive shall at all times refrain from taking any action that may, in the reasonable judgment of the Board, be considered to be contrary to the best interest of the Corporation. 6. If the regular employment of the Executive is terminated by discharge for Cause by the Corporation (as defined in Section 9(b) of that certain Employment Agreement dated the 17th day of August, 1999 between the Executive and Allegheny Teledyne, which is hereinafter referred to as the "Employment Agreement"), or the Executive voluntarily quits employment prior to age 58 and he accepts employment with a third party, all liability of Allegheny Teledyne under this Agreement shall thereby be terminated. Notwithstanding any contrary provision in the Supplemental Pension Plan, (i) if the Executive resigns from employment with the Corporation at any time prior to attaining age 58 and does not accept employment with a third party, the Corporation shall pay to or with respect to him an amount equal to 50% of the amount earned from his date of hire to his resignation in equal monthly installments over the period of employment commencing at the Executive's 62nd birthday and the Corporation shall pay each installment so long as the Executive is not then in the employ for a for-profit corporation, (ii) if the Executive resigns at any time after attaining age 58, the Corporation shall pay him a benefit equal to the benefit he would have accrued if he was then 3

employed by Corporation for the greater of five (5) years or the number of years of actual employment in equal monthly installments over the period equal to the applicable of five (5) years or the number of years of actual employment (but not greater than ten (10) commencing at his age 62 and the Corporation shall pay such installment so long as the Executive is not then in the employ of a for-profit corporation and (iii) the Executive shall forfeit his right to this supplemental pension if before the Executive attains age 62 his employment is terminated by the Employer for Cause (as set forth in Section 9(b) of the Employment Agreement). If the Executive fails to perform the Executive's obligation under Paragraph 5, the obligation of Allegheny Teledyne to make any further payments under this Agreement shall thereby be terminated. 7. Any benefits payable after the death of the Executive shall be paid to the person or persons named by the Executive in a written instrument filed with Allegheny Teledyne. 8. Nothing herein contained shall affect the right of the Executive to participate in and receive benefits under and in accordance with the then current provisions of any retirement income, profit sharing, pension, additional yearend or periodic remuneration or bonus, incentive compensation, insurance or any other employee welfare plan or program of the Corporation. 9. This Agreement and the payments provided for in Paragraph 4 are not assignable by the Executive or any beneficiary, and no payments to be made can be assigned, anticipated, alienated, sold, transferred, pledged or encumbered in any manner. 10. Any decision by Allegheny Teledyne's Board of Directors made pursuant to this agreement shall be made solely in the Board's discretion and the Board shall have no obligation to treat similarly situated individuals in the same manner. 4

employed by Corporation for the greater of five (5) years or the number of years of actual employment in equal monthly installments over the period equal to the applicable of five (5) years or the number of years of actual employment (but not greater than ten (10) commencing at his age 62 and the Corporation shall pay such installment so long as the Executive is not then in the employ of a for-profit corporation and (iii) the Executive shall forfeit his right to this supplemental pension if before the Executive attains age 62 his employment is terminated by the Employer for Cause (as set forth in Section 9(b) of the Employment Agreement). If the Executive fails to perform the Executive's obligation under Paragraph 5, the obligation of Allegheny Teledyne to make any further payments under this Agreement shall thereby be terminated. 7. Any benefits payable after the death of the Executive shall be paid to the person or persons named by the Executive in a written instrument filed with Allegheny Teledyne. 8. Nothing herein contained shall affect the right of the Executive to participate in and receive benefits under and in accordance with the then current provisions of any retirement income, profit sharing, pension, additional yearend or periodic remuneration or bonus, incentive compensation, insurance or any other employee welfare plan or program of the Corporation. 9. This Agreement and the payments provided for in Paragraph 4 are not assignable by the Executive or any beneficiary, and no payments to be made can be assigned, anticipated, alienated, sold, transferred, pledged or encumbered in any manner. 10. Any decision by Allegheny Teledyne's Board of Directors made pursuant to this agreement shall be made solely in the Board's discretion and the Board shall have no obligation to treat similarly situated individuals in the same manner. 4

IN WITNESS WHEREOF, Allegheny Teledyne Incorporated has caused these presents to be executed by its officers thereunto duly authorized and the Executive has hereunto set the Executive's hand and seal the day and year first above written.
Attest: /s/ Mary W. Snyder ----------------------------------ALLEGHENY TELEDYNE INCORPORATED By /s/ Jon D. Walton ----------------------------

Witness: /s/ Tracy L. Paxinos -----------------------------------

EXECUTIVE /s/ Thomas A. Corcoran ------------------------------Name: Thomas A. Corcoran

5
ARTICLE 5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0001018963 NAME: ALLEGHENY TELEDYNE INCORPORATED MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END

9 MOS DEC 31 1999 JAN 01 1999 SEP 30 1999

IN WITNESS WHEREOF, Allegheny Teledyne Incorporated has caused these presents to be executed by its officers thereunto duly authorized and the Executive has hereunto set the Executive's hand and seal the day and year first above written.
Attest: /s/ Mary W. Snyder ----------------------------------ALLEGHENY TELEDYNE INCORPORATED By /s/ Jon D. Walton ----------------------------

Witness: /s/ Tracy L. Paxinos -----------------------------------

EXECUTIVE /s/ Thomas A. Corcoran ------------------------------Name: Thomas A. Corcoran

5
ARTICLE 5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0001018963 NAME: ALLEGHENY TELEDYNE INCORPORATED MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS DEC 31 1999 JAN 01 1999 SEP 30 1999 49 0 516 15 648 1,290 2,013 1,019 3,141 637 257 0 0 20 1,398 3,141 2,708 2,708 2,094 2,094 0 0 20 243 87 156 0 130 0 286 1.48 1.48

ARTICLE 5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. CIK: 0001018963 NAME: ALLEGHENY TELEDYNE INCORPORATED MULTIPLIER: 1,000,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS DEC 31 1999 JAN 01 1999 SEP 30 1999 49 0 516 15 648 1,290 2,013 1,019 3,141 637 257 0 0 20 1,398 3,141 2,708 2,708 2,094 2,094 0 0 20 243 87 156 0 130 0 286 1.48 1.48


								
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