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EXHIBIT 10.27
[TRANSTECHNOLOGY CORPORATION LOGO]
engineered products for global partners(TM)
February 10, 2004
Robert L.G. White
32 Lincoln Street
Glen Ridge, NJ 07028
Dear Mr. White:
This
letter agreement (the "Agreement") sets out the agreement between
you
(the "Executive") and TransTechnology
Corporation (the "Corporation") with
respect to certain severance arrangements
which shall apply only in the event
that a Change in Control, as hereinafter
defined, of the Corporation occurs
after the date hereof.
1.
For the
purposes of this Agreement, a "Change in Control" shall mean
the
occurrence of any one (or more) of the following events after the
date
of this
Agreement:
a.
When (i)
the Corporation acquires actual knowledge that any person,
including a group as defined in Section 13(d)(3) of the
Securities
Exchange Act of 1934, is or has become the beneficial owner of
shares of the Corporation with respect to which thirty-three
percent
(33%) or more of the total number of votes for the election of
the
Corporation's Board of Directors may be cast, and (ii) such
person
or group publicly makes known, or communicates to the Corporation
in
writing, its intention to either (A) acquire control of the
business
of the Corporation, (B) liquidate the Corporation, (C) sell the
assets of the Corporation or merge the Corporation with any
other
persons, or (D) make any material change in the business or
corporate structure of the Corporation;
b.
During any
period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of
the
Corporation (together with any new directors whose election by
such
Board of Directors or whose nomination for election was
previously
approved by the Board of Directors of the Corporation) cease for
any
reason to constitute a majority of the Board of Directors of
the
Corporation; or
c.
The
stockholders of the Corporation shall approve an agreement
providing either for a transaction in which the Corporation
will
cease to be an independent publicly owned corporation or for a
sale
or other disposition of all or substantially all the assets of
the
Corporation; or
d.
A tender
offer or exchange offer is made by any person, including a
group as defined in Section 13(d)(3) of the Securities Exchange
Act
of 1934, for such amount of shares representing a majority of
the
voting power of the Corporation with respect to the election of
the
Corporation's Board of Directors, and at least
700 Liberty Avenue - Union - New Jersey 07083-8198
Tel. (908) 688-2440
-Fax (908) 686-7485 -www.transtechnology.com
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February 10, 2004
Page 2
such amount of shares of common stock are acquired pursuant to
such
tender offer.
2.
In the
event of a Change in Control of the Corporation, and the
termination by the Corporation of the Executive's employment upon
such
Change in
Control or within 24 months thereafter for reason other than
Cause, as
defined in Paragraph 3 below, or in the event the Executive
terminates
his employment with the Corporation for "Good Reason," as
defined in
Paragraph 5 below, in connection with, or within 24 months
after a
Change in Control, the Corporation shall pay to the Executive
an
amount
equal to (a) 200% of the Executive's annual salary in effect on
the
date of
said termination ("Base Salary"), plus (b) the average of his
total
bonuses paid or due for each of the last two (2) completed
fiscal
years
prior to the Termination Date as defined below (or, in the event
the
Executive
has been employed by the Corporation for less than two (2)
fiscal
years and has received only one bonus, an amount equal to the
bonus
received
by the Executive), plus (c) the working days pay equivalent of
earned but
unused vacation, comp time and sick time, plus (d) the fair
market
value of any accrued but unvested restricted stock and stock
options
outstanding as of the Executive's Termination Date, plus (e)
all
accrued
and unpaid salary, less any governmentally required
withholdings
on the
foregoing. As used in clause (d), the term "fair market value"
means the
closing price of the common stock of the Corporation on the New
York Stock
Exchange on the Termination Date, less any amounts remaining to
be paid by
the Executive for such restricted stock or the exercise of such
stock
options.
Subject to Paragraph 6 below, said lump sum shall be paid in two
(2)
installments, the first installment to be in an amount which (x)
does not,
in
combination with all other compensation received by the Executive
in
the same
fiscal year, exceed the deductible limit for the Executive's
compensation under Internal Revenue Code Section 162(m) and (y)
subject to
the
preceding clause (x), is equal to the maximum aggregate amount
which
can be
paid to the Executive without constituting Excess Parachute
Payments
as defined in Paragraph 6 below. The first installment shall be
paid
within 10 days of the Executive's last day of employment with
the
Corporation (said last day being hereinafter the "Termination
Date") and
the second
installment, which shall equal the balance due to the Executive
under this
Agreement, shall be paid within ten (10) days of the close of
the
Corporation's fiscal year in which the first installment was
paid;
provided
that in the event of a breach by the Corporation of this
Agreement
as set out in Paragraph 10 below, the aforesaid sums referenced
in clauses
2(a) through (e) above shall be paid in one installment within
ten (10)
days of the exercise by the Executive of his rights under
Paragraph
10. The aforesaid sums referenced in clauses 2(a) through (e)
shall be
in addition to all other amounts which may become payable to
the
Executive
pursuant to other agreements and plans which the Corporation
may
have in
force for the benefit of its executive employees and for which
the
Executive
is eligible, including without limitation the agreements and
plans
referred to in paragraph 17 below; provided that any amount paid
to
the
Executive pursuant to the Corporate Severance Pay Plan of the
Corporation shall be credited against amounts due under this
Agreement.
The
Corporation shall continue to provide the Executive for a period of
24
months
from the Termination Date with life, health, and disability
insurance
coverage substantially identical to the coverage maintained for
the
Executive prior to the Termination Date.
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February 10, 2004
Page 3
3.
For
purposes of this Agreement, termination for "Cause" shall mean
only the
following conduct by the Executive:
a. material breach of
any provision of this Agreement;
b. breach of fiduciary
duty to the Corporation involving personal
gain or profit;
c. intentional and
repeated failure to perform material stated
duties;
d. conviction of any
felony, any crime involving moral turpitude,
or any crime committed in the conduct of his or her official
duties which is materially adverse to the welfare of the
Corporation.
The Executive shall not be deemed to have been terminated for
Cause
unless there shall have been delivered to the Executive a copy of
a
resolution adopted by the affirmative vote of not less than a
majority of the entire membership of the Board of Directors of
the
Corporation at a meeting of the Board of Directors duly called
and
held for the purpose (and reasonable notice to the Executive and
an
opportunity for the Executive, together with his counsel, to be
heard before the Board of Directors), finding that in the good
faith
opinion of the Board of Directors of the Corporation the
Executive
was guilty of conduct specified in this Paragraph 3 and
specifying
the particulars thereof in detail. Except in the event of a
conviction as described in subparagraph 3(d), in no event will
the
Executive be subject to termination for Cause pursuant to this
Agreement unless the Executive shall have failed to cure, correct
or
prevent the alleged breach or failure within thirty (30) days
after
such resolution has been delivered to the Executive.
4.
This
Agreement may be terminated by the Executive at any time upon
ninety
(90) days' written notice to the Corporation or upon such
shorter
period as
may be agreed upon between the Executive and the Chairman of
the
Board and
Chief Executive Officer of the Corporation. In the event of
such
termination by the Executive, the Corporation shall be obligated
only to
continue
to pay the Executive his salary up to the date of termination,
and those
retirement and/or employee benefits which have been earned or
become
payable up to the date of termination.
5.
For
purposes of this Agreement, "Good Reason" shall mean the
occurrence, in connection with, or within 24 months after, a Change
in
Control,
of any of the events or conditions described in subparagraphs
(a)
through
(g) hereof without the Executive's express written consent.
Executive's right to terminate his employment pursuant to this
Paragraph 5
shall not
be affected by his incapacity due to physical or mental
illness.
a. A
change in the Executive's status, title, position or
responsibilities (including reporting responsibilitie
