Amended and Restated Employment Agreement

Amendment to Employment Agreement



 

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

 

 

AGREEMENT (this “Agreement”) made as of the twenty fifth (25th) day of February, 2008 between LOEWS CORPORATION (the “Company”) and JAMES S. TISCH (the “Executive”).

 

W I T N E S S E T H:

 

WHEREAS, the Executive is currently serving as an executive employee of the Company pursuant to that certain Employment Agreement dated as of January 1, 1999 between the Company and the Executive (as the same has been amended through the date hereof, the “Existing Agreement”); and

 

WHEREAS, the Company and the Executive desire that the Executive’s employment be continued and that the Existing Agreement be amended and restated on the terms and condition set forth herein.

 

NOW, THEREFORE, in consideration of the premises and the covenants and agreements hereinafter set forth, the parties agree as follows:

 

1.      Term of Employment.  The Company does hereby engage and employ the Executive and the Executive hereby accepts such Employment in an executive capacity, for a term commencing on the date hereof and continuing through March 31, 2009 (the “Term”).

 

2.      Duties.  The Executive accepts such employment and agrees that the Executive shall be employed as a senior executive officer of the Company and as such shall perform the duties which he heretofore performed as a senior executive officer of the Company and such other duties, as may be required of him from time to time by the Board of Directors in keeping with his position as a senior executive officer of the Company. His office will be in New York City.

 

3.      Other Activities.  The Executive hereby agrees that during the Term he will not render services for any person, firm or corporation other than the Company and its subsidiary and affiliated corporations; provided, however, that the Executive may continue to devote a reasonable portion of his time and attention to supervision of his own investments, to charitable and civic activities and to membership on the Board of Directors or Trustees of other non-competitive companies or organizations, but only to the extent that the foregoing does not, in the aggregate, (a) require a significant portion of the Executive’s time or (b) interfere or conflict with the performance of the Executive’s services under this Agreement.

 

4.      Compensation.  As basic compensation (“Basic Compensation”) for all of his services to the Company and its subsidiaries hereunder, the Company will pay or cause to be paid to the Executive, during the term of his employment, a salary at the rate of Nine Hundred Seventy Five Thousand ($975,000) Dollars per annum, payable in accordance with the Company’s customary payroll practices, as in effect from time to time, and shall be subject to such increases as the Board of Directors of the Company in its sole discretion may from time to time determine. In addition to Basic Compensation, the Executive shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms. The compensation provided pursuant to this Agreement shall be exclusive of compensation and fees, if any, to which the Executive may be entitled as an officer or director of a subsidiary of the Company.

 


 

5.      Benefits.   The Executive shall be entitled to participate in all employee benefit plans from time to time provided by the Company during the Term which are generally available to the executive employees of the Company and as to which the Executive shall be eligible in accordance with the terms of such plans.

 

6.      Confidential Information.  The Executive shall keep confidential and shall not at any time reveal to anyone outside of the Company any confidential or proprietary information, know-how or trade secrets (except as may be required in the furtherance of the Company’s business or objectives) pertaining to the business of the Company or any of its subsidiaries or affiliates. This obligation shall survive the termination of this Agreement and the employment of the Executive by the Company and its breach or threatened breach may be enjoined in any court of competent jurisdiction.

 

7.      Miscellaneous.  This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements. No change, termination or waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced. The headings of the Agreement are for convenience of reference only and do not limit or otherwise affect the meaning hereof. The Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed as of the day and year first above written.

 

     

LOEWS CORPORATION

 

 

     

     

By:

/s/  Gary W. Garson

     

     

 

      Gary W. Garson

     

     

 

      Senior Vice President

     

     

 

     

Accepted and Agreed to:

     

 

     

 

     

 

     

/s/ James S. Tisch

     

 

     

James S. Tisch

     

 

     

 

 


 

EX-10.11 4 ex10_11.htm EXB. 10.11


Exhibit 10.11



 

February 10, 2009



Mr. James S. Tisch

667 Madison Avenue

New York, New York  10065


Dear Mr. Tisch:


Reference is made to your Amended and Restated Employment Agreement with Loews Corporation (the “Company”) dated February 25, 2008 (the “Employment Agreement”).


This will confirm our agreement that the Employment Agreement is amended as follows:


1.   Term of Employment.  The period of your employment under and pursuant to the Employment Agreement is hereby extended for an additional period through and including March 31, 2010 upon all the terms, conditions and provisions of the Employment Agreement, as hereby amended.


2.   Compensation.  You shall be paid as basic compensation (the “Basic Compensation”) for your services to the Company and its subsidiaries under and pursuant to the Employment Agreement a salary at the rate of Nine Hundred Seventy-Five Thousand ($975,000) Dollars per annum through March 31, 2010.  Basic Compensation shall be payable in accordance with the Company's customary payroll practices as in effect from time to time, and shall be subject to such increases as the Board of Directors of the Company, in its sole discretion, may from time to time determine.


3.   Incentive Compensation Plan.  In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.


4.   Other Compensation.  The compensation provided pursuant to this Letter Agreement shall be exclusive of compensation and fees, if any, to which you may be entitled as an officer or director of a subsidiary of the Company.


Except as herein modified or amended, the Employment Agreement shall remain in full force and effect.




 

 



 


Mr. James S. Tisch

As of February 10, 2009

Page 2



If the foregoing is in accordance with your understanding, would you please sign the enclosed duplicate copy of this Letter Agreement at the place indicated below and return the same to us for our records.



 

Very truly yours,

 

 

 

LOEWS CORPORATION



 

By:

/s/ Gary W. Garson

 

 

Gary W. Garson

 

 

Senior Vice President



ACCEPTED AND AGREED TO:

     

 

 

/s/ James S. Tisch

 

James S. Tisch