EX-10.31






Exhibit 10.31



Personal and Confidential




	 	 	 
	Date:

	 	February 20, 2009
	 
	 	 
	To:

	 	Vincent A. Maffeo, Senior Vice President & General Counsel, ITT Corporation
	 
	 	 
	From:

	 	Scott A. Crum, Senior Vice President and Director Human Resources, ITT Corporation
	 
	 	 
	Subject:

	 	Transition Memorandum






The purpose of this Transition Memorandum (the “Memorandum”) is to confirm our understanding
regarding your severance and retirement arrangements, and your separation from active employment
from ITT Corporation and its affiliates (ITT) as set forth in this Memorandum and under the terms
of the ITT Senior Executive Severance Pay Plan (the “Senior Plan”). The terms of this Memorandum
have been reviewed and approved by the Compensation and Personnel Committee of the ITT Board of
Directors and the Company has been authorized to execute and perform in accordance with the
aforesaid terms. We further agree that the terms of this Memorandum will govern your retirement
arrangements and separation, notwithstanding the terms of any other benefit plan in which you
participate, except that your rights under the Company’s qualified pension plans [including the ITT
Salaried Investment & Savings Plan and the ITT Salaried Retirement Plan (the “Qualified Plans”)]
will be governed by the terms of the applicable plan, except as otherwise specifically noted
herein. A copy of the Senior Plan is attached. Upon the execution of the attached Release and
expiration of the review and revocation period set forth in the Separation Agreement and General
Release of Claims (“Release”) to which this Memorandum is attached and incorporated by reference
therein, ITT agrees to make the payments and provide the benefits to you as set forth herein.



Expiration of Service and Severance Arrangements




Expiration of Service — You will continue to be employed as an active, full time employee through
July 31, 2009 (the “Active Service Termination Date”), at which time your active service shall
terminate. You will be paid your current annual base salary of $476,000 through the Active Service
Termination Date, in accordance with the Company’s standard payroll practices, procedures and
dates. In addition, subject to the terms and conditions of this Memorandum, you and your
dependants will continue to participate in all applicable ITT benefit plans through the Active
Service Termination Date and as described herein. You will resign as an officer of ITT and as a
director or officer of any subsidiary or affiliate of ITT, effective July 31, 2009.



Severance Pay – You are eligible for 24 months of severance payments under the terms of the Senior
Plan. Following your Active Service Termination Date of July 31, 2009, you will receive 24 months
of severance payments through July 31, 2011 ( the “Severance End Date”). ITT will make these
payments in the form of severance pay on the regular payroll schedule (currently bi-weekly) through
the period set forth above. You will continue to be paid your current annual base salary of
$476,000 throughout the severance period,



 









 







provided you have not become eligible for disability payments on or prior to your Active Service
Termination Date. In the event you become disabled on or prior to your Termination Date, your
entitlement to any short-term disability and/or long-term disability benefits shall be determined
in accordance with the applicable short-term or long-term disability plans and the treatment of any
such benefits in coordination with the above payments will be in accordance with the terms of such
disability plans and the Senior Plan. ITT agrees that it will not exercise any rights that it has
under the Senior Plan to pay any remainder of severance pay as a discounted lump sum. You will not
be entitled to receive any other pay or any other compensation from ITT except as described in this
Memorandum. In the event ITT determines that you are an individual described in Section 416(i) ITT
will not make any of the required severance payments for the first six months, and will make seven
payments on the first day of the 7th month in accordance with Treas. Reg. section
1.409A-3(i)(2)(ii).



Except as specifically set forth in this letter, for purposes of the various benefit, equity and
incentive plans discussed in this Memorandum (other than the Qualified Plans and the ITT Deferred
Compensation Plan), your separation date will be deemed to be the earlier of (i) the Severance End
Date or (ii) the date of your engaging in any disqualifying conduct as defined in the Senior Plan
(referred to hereinafter as the “Severance End Date”), except that it is agreed that ITT shall not
unreasonably deny any specific request that work for a competitor not be deemed a disqualifying
event.



For purposes of paragraph 9 of the Senior Plan, the decision as to whether you have engaged in
disqualifying conduct shall be as reasonably determined by the ITT Senior Vice President, Director
Human Resources and, in the event that such a determination is made, you will be given reasonable
notice and opportunity to cure any such alleged disqualifying conduct, prior to any decision by ITT
to terminate your severance pay. Notwithstanding anything to the contrary, any dispute in
connection with disqualifying conduct is subject to final and binding resolution pursuant to
Paragraph 11 of the Separation Agreement And General Release of Claims.



Responsibilities – Until the Active Service Termination Date, you will work with the Chief
Executive Officer and the SVP and Director Human Resources to transition responsibilities and you
will provide such assistance with other matters as they may reasonably request consistent with past
responsibilities. If a new General Counsel begins employment at the Company prior to the Active
Service Termination Date, you will continue as Senior Vice President, ITT and Director of
Legal/Regulatory Affairs, reporting directly to the Chairman, President, and CEO of ITT. In that
capacity, you will continue to support the transition, and may work from remote and off-site
locations on mutually agreeable special assignments. The new General Counsel will not report to you
in your new role.



Annual Incentive (Bonus)




You will receive a full annual incentive award under the ITT Annual Incentive Plan for performance
year 2008 based on twelve months of active service in 2008, subject to Company performance and
approval by the Compensation and Personnel Committee of the ITT Board of Directors (the
“Committee”). Your bonus will be no less than the calculated target as per the program parameters
(i.e. $476,000 multiplied by 70%, then multiplied by the approved performance payout factor for ITT
Headquarters, subject to review and approval by the Committee.) You will also receive a full bonus
for performance year 2009, prorated by the number of months of active service during 2009 through
the Active Service Termination Date (i.e. 7) in accordance with the formula set out above, subject
to review by the Committee.



Stock Option Awards




Until your Severance End Date, you may exercise your stock options to the extent they are currently
exercisable or become exercisable prior to the Severance End Date (provided that no stock option
shall be exercisable beyond its original full term). For purposes of calculating the vesting of
your options and the





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exercise periods therefore, your employment period shall be deemed to continue until the Severance
End Date.




Grants Prior to 2006 under the 2003 Equity Incentive Plan:




	 	Ø 	 	Options granted to you prior to March 8, 2005 are fully exercisable and will remain
exercisable through the expiration date of the applicable option.
	 
	 	Ø	 	 Options granted on March 8, 2005 are fully vested and exercisable through March 8,
2012, the option expiration date.






2006 Stock Option Grants : 




	 	Ø	 	 Options granted to you on March 6, 2006 are subject to cliff vesting on March 6, 2009.
These options will be fully exercisable until the expiration date of the option (March 6,
2013).






2007 and 2008 Stock Option Grants : 




	 	Ø	 	Options granted to you on March 7, 2007 and March 10, 2008 are subject to cliff vesting
on March 7, 2010 and March 10, 2011 respectively. These dates are prior to the Severance
End Date. The vested portion of each option will be exercisable until the earlier of
their expiration dates or the date five years after termination of your employment (the
Severance End Date.)





If the option is not vested on the Severance End Date, then a prorated portion will immediately
vest upon the Severance End Date. The remaining portion will be forfeited.



The exercise of your options will be in accordance with the terms of the ITT 1994 Incentive Stock
Plan and the 2003 Equity Incentive Plan, as applicable, and any applicable Administrative Rules and
Regulations in effect at the time of exercise.



Six months after the Active Service Termination Date, you will no longer be subject to the
requirement for prior approval before the purchase or sale of ITT stock. You may continue to clear
any transaction with respect to such stock with the Company’s legal department. You are also
subject to the securities laws and ITT’s “insider trading” policies in respect of any transaction
you effect while in possession of material non-public information regarding ITT stock.



Restricted Stock Awards





	 	Ø	 	Your 2006 restricted stock award of 3793 shares awarded on March 6, 2006 is subject to
cliff vesting on March 6, 2009.
	 
	 	Ø	 	Your 2007 and 2008 restricted stock awards of 3671 shares and 3869 shares respectively,
are subject to cliff vesting on March 7, 2010 and March 10, 2011 respectively. These
dates are prior to the Severance End Date and these awards will fully vest according to
their terms.





You will receive unrestricted shares as of the vesting dates. The receipt of shares under these
awards are subject to your payment to the company of any taxes due with respect to those shares.



Long-Term Incentive Plan (TSR Awards)




You will be eligible to receive payment for your outstanding 2007 and 2008 TSR awards, following
the completion of the applicable performance periods. Such payment, if any, will be based on the
number of full months of employment and full months after the Active Service Termination Date but
before the Severance End Date, and any payment for these awards will be prorated on that basis over
the 36-month






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performance period. Accordingly, any payment for your outstanding target TSR awards will be
calculated as follows:




	 	Ø	 	 2007 Target Award of $450,000. Your final payment value, if any, will be
prorated, calculated on the basis of the number of months of active employment plus full
months after the Active Service Termination Date but before the Severance End Date, during
the 36-month performance period ending December 31, 2009. (Based on the dates
incorporated in this Memorandum, you should receive a full payout for this award.)
	 
	 	Ø	 	 2008 Target Award of $450,000. Your final payment value, if any, will be
prorated, calculated on the basis of the number of months of active employment plus full
months after the Active Service Termination Date but before the Severance End Date, during
the 36-month performance period ending December 31, 2010. (Based on the dates
incorporated in this Memorandum, you should receive a full payout for this award.)





Notwithstanding the foregoing, the 2007 and 2008 TSR Awards will be paid no earlier than six
months after the Active Service Termination Date.



The ultimate value, if any, of your outstanding TSR awards will be determined based on ITT’s TSR
performance at the end of the performance periods as measured against the S&P Industrials and
approved by the Compensation and Personnel Committee of the Board of Directors. Further, the
terms of the ITT 1997 Long-Term Incentive Plan shall prevail, including any acceleration of
payments made under applicable provisions of any relevant plan.



Vacation




You will receive a lump-sum payment for any unused vacation for 2009. Payment, if any, will be
made following your Active Service Termination Date. Please note that payment for unused vacation
will not count for any purpose under any employee benefit plan. You will not be eligible for any
vacation for the year 2010 or after.



Automobile Allowance




You will continue to receive your current automobile allowance until your Severance End Date.



Public Announcement




We will mutually agree on the terms of any public announcement relating to your transition or
departure, including any announcement of the hiring or appointing of a new General Counsel.



Miscellaneous




You will be entitled to full secretarial support for the entire year 2009, and reasonable
secretarial assistance from time to time thereafter until the Severance End Date. You may remain
on the Company e-mail system through July 31, 2010.



ITT hereby conveys to you as of the Active Service Termination Date, and you may retain as your
personal property, your Company provided computer and Blackberry. Prior to the Active Service
Termination Date, you will arrange for an ITT representative in White Plains to delete all ITT data
not necessary for continued e-mail access, and leave on the laptop only those programs and data
that ITT is permitted to transfer to you at no cost and in compliance with applicable law.






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In lieu of outplacement, and to cover normal and customary costs associated with your transition,
the Company will pay you an additional $50,000 to defray those costs. This payment will be made in
a lump sum following your Active Service Termination Date and is subject to normal withholding.



Benefit Plans




Benefit Plan Eligibility — During the active service period and until the Severance End Date, your
eligibility for certain employee benefit plans shall be as outlined in subsequent paragraphs of
this Memorandum, subject to the actual terms of the specific plans as contained in the various plan
documents. You will not be entitled to any benefits or perquisites not specifically covered in
this Memorandum. In the event of revisions to any or all of the subject plans, your benefits will
not be diminished except in accordance with the changes that are generally applicable to all
similarly-situated plan participants.



Salaried Retirement Plan and Excess Pension Plan — You are eligible to participate in these plans
during the active service period but not thereafter. ITT agrees that for purposes of the Salaried
Retirement Plan you may opt to take early retirement benefits at any time after the Active Service
Termination Date, and those benefits will be calculated in accordance with the normal early
retirement provisions of the Plan. For purposes of the Excess Pension Plan, you must commence your
non-grandfathered benefits as soon as you are retirement eligible in accordance with Treas. Reg.
section 1.409A-3(i) (2)(ii). You may commence your benefit payment for the qualified portion of
your benefit as of your Active Service Termination Date or thereafter. Such distribution
commencement date may, but need not, coincide with the payment date of your benefits under the
non-qualified Excess Pension Plan. You have elected a lump sum distribution for the Excess portion
of your benefit, which the Company agrees will be calculated using whichever allowable interest
rate for discounting purposes and other factors (i.e. life expectancy etc.) are the most favorable
to the employee. Such lump sum payment may be subject to a six -month delay in order to comply with
certain IRS regulations.



Investment and Savings Plan and Excess Savings Plan — You are eligible to participate in the
Investment and Savings Plan and in the Excess Savings Plan during the active service period but not
thereafter. Six months after your Active Service Termination Date, the restrictions on certain
Plan transactions will no longer apply and you will be able to make transactions through the ITT
Benefits Center (telephone: 866-488-4889 or at www.benefitsweb.com/itt.html) without the
requirement for prior approval before changing investment funds. The distributions from the Excess
Savings Plan may be subject to a six month delay in order to comply with certain IRS Regulations.



Insurance Plans




Medical and Dental Insurance and Vision Care Plan — You are eligible to continue coverage under the
same terms as an active employee until the Severance End Date. You and your eligible dependants
shall be eligible for continued coverage under ITT’s retiree health plan under the same terms as
other retirees anytime after your Severance End Date.



Group Life Insurance – Your life insurance under the ITT Salaried Life Insurance Plan will continue
through the last day of the month in which you remain an active employee. At the end of such
period, you will be eligible to convert the remainder without a medical examination, providing you
do so within 31 days of the end of coverage. Accidental Death and Dismemberment Insurance under
the ITT Salaried Life Insurance Plan ceases on July 31, 2009.



ITT Group Accident Insurance Program for Officers and Directors — You will be covered under this
Program through the Active Service Termination Date. You will continue during this period to be
eligible for the non-contributory portion of this coverage and for any additional optional coverage
you may have purchased.





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Life Plus — You are eligible to continue your coverage under Life Plus during the active service
period but not thereafter. At the end of such period, you may maintain all or part of your Life
Plus coverage by requesting direct billing of premiums from Marsh@WorkSolutions, the Program
Administrator, at 1-800-552-9665.



Short-Term Disability and Long-Term Disability Insurance — Coverage under these plans ceases on the
Active Service Termination Date.



Deferred Compensation Plan —  You are a participant in this plan. Distributions shall be governed
by the terms of the plan and the elections you have made.



Long Term Care Plan —  If you or your spouse are currently enrolled in the ITT Long Term Care Plan,
this coverage will continue during the Severance Pay period for as long as your normal active
premium contributions continue to be deducted from your Severance Pay. At the end of your
Severance Pay period, this coverage can be ported to an outside billing arrangement if you so
choose. Please call John Hancock directly at 1–888–216–5054 to set up the transfer from a payroll
deduction to an individual billing process prior to your Severance End Date.



Flexible Spending Account Plan —  If you are currently enrolled in this program, you can continue
to participate in the Flexible Spending Account Plan during the calendar year in which your
Severance Pay period began. Therefore, you are eligible to continue participation in this plan
until December 31, 2009. You will not be eligible to enroll for 2010.



Special Senior Executive Severance Pay Plan




During the active service period you will continue to be covered under the ITT Special Senior
Executive Severance Pay Plan (“Special Severance Plan”) in accordance with and subject to the terms
of said Plan. Accordingly, notwithstanding anything to the contrary herein, or in the Special
Severance Plan, if an Acceleration Event (as defined in the Special Severance Plan) shall occur on
or before the Active Service Termination Date, you will be deemed to be a full-time, regular
salaried employee of ITT in Band A whose employment is terminated by the company other than for
Cause, or who has terminated employment for Good Reason (as “Cause” and “Good Reason” are defined
in the Special Severance Plan). Hence, if an Acceleration Event occurs on or before the Active
Service Termination Date, you will be entitled to all of the benefits provided in the Special
Severance Plan for special severance executives in Band A, subject to offset as provided below.
Any severance payments and any other severance benefits to which you may be entitled pursuant to
the Special Severance Plan shall be subject to offset by the severance payments and other severance
benefits provided pursuant to this Memorandum, such offset to be in accordance with and subject to
the terms of “Offset” Paragraph 10 of the Special Severance Plan.



Tax Preparation and Financial Planning




You will be eligible for Financial Planning Assistance, which includes the Executive Tax Program,
through tax year 2011; reimbursement for 2009, 2010, and 2011 tax preparation work to be available
in 2010, 2011, and 2012 in accordance with the terms of the Program to be paid by the company in
accordance with its usual practice. The company will not take any action which is intended to deny
you continuing access to the Financial Planning Assistance for future years beyond 2011 at your own
cost. Any reimbursement made pursuant to this paragraph for fees under the Executive Tax Program
and/or fees for Financial




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Planning Assistance through tax year 2011 will be fully grossed-up for federal, state and local tax
purposes, including income tax purposes.



Payroll Deductions




To the extent applicable, payroll deductions and benefit plan elections currently authorized by
you, as well as appropriate tax withholding, will continue during the active service period. If
you wish to change the deductions or an election at any time during the active service period,
please contact the Human Resources or Payroll departments.



Annual Physical and Health 




You will be eligible for company-paid annual physical examinations at a facility of your own
choosing, through 2011. You may avail yourself of a Company reimbursed health club membership in
accordance with the Company’s executive plan, if the plan is continued, through 2011.



Death 




In the event of your death prior to the completion and/or termination of all payments and benefits
hereunder, such payments and benefits will be continued

in accordance with this Memorandum, and any payments and benefits payable upon your death under the
terms of any applicable benefit plan shall be promptly made to your estate, except for any benefit
for which you have filed with ITT a designation of a named beneficiary other than your estate.



(You are encouraged to review this Memorandum and the attached Release with an attorney of your own
choosing, with the fee to be reimbursed by ITT. with an appropriate tax “gross-up” if necessary to
account for federal, state and local taxes, including income taxes. ITT acknowledges that you
personally have not acted as Counsel or Legal Advisor to the Company in connection with any of the
matters set forth herein, and that the Company has not relied on your advice in agreeing to the
terms of this Memorandum and Release. )



The parties hereby indicate their agreement with the terms and conditions of this Memorandum and
the attached Release by signing and dating this Memorandum in the space provided below.



EMPLOYEE: Vincent A. Maffeo




	 	 	 
	/s/ Vincent A. Maffeo
 

Employee’s Signature

	 	 






STATE OF NEW YORK



          )




COUNTY OF WESTCHESTER ss:



Subscribed
and sworn before me this 23rd day

of February, 2009.




	 	 	 
	/s/ Peter A. Timpano Jr
	PETER A. TIMPANO JR 
	Notary Public, State of New York

No. 01TI6090883

Qualified in Westchester County

Commission Expires  April 21, 2011 
	 





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EMPLOYER: ITT Corporation




/s/ Scott A. Crum

Scott A. Crum, Senior Vice President and Director, Human Resources




STATE OF NEW YORK          )



     )




COUNTY OF WESTCHESTER     ss:



Subscribed
and sworn before me this 23rd day

of February, 2009.




	 	 	 
	/s/ Peter A. Timpano Jr
	PETER A. TIMPANO JR 
	Notary Public, State of New York

No. 01TI6090883

Qualified in Westchester County

Commission Expires  April 21, 2011 
	 




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Separation Agreement and General Release of Claims




The Separation Agreement and General Release (“Release”) is made and entered into by and between
ITT Corporation (“ITT” or the “Company”) and Vincent A. Maffeo (referred to herein in the first
person). In consideration of the mutual promises contained herein, it is mutually agreed as
follows:




	1.	 	I will be employed with ITT for the active service period set forth in the Transition
Memorandum entered into between ITT and myself (the “Memorandum”), to which this Release is
attached and incorporated by reference. After my active service period ends, I will receive
severance payments for 24 months based on my annual base salary of $476,000 and the other
benefits and commitments described in the Memorandum, subject to the terms and conditions set
forth in the Memorandum.
	 
	2.	 	I agree to the following:






	 	(a)	 	I am not eligible and will not receive any compensation, fringe benefits or
employee benefits or any pay in lieu of notice or any severance or termination pay
except as provided in the Memorandum. I agree and acknowledge that the pay set forth in
the Memorandum is good and sufficient consideration for all of my promises, obligations,
and covenants set forth in the Memorandum and in this Release.
	 
	 	(b)	 	On behalf of myself and my heirs, executors, administrators, personal and legal
representatives, successors and assigns (“Releasors”), I waive, release and forever
discharge ITT, its current and former subsidiaries, affiliates, divisions and related
entities and their predecessors, successors and assigns, and all of their past and
present officers, directors, shareholders, agents, representatives, administrators,
employees, and benefit plans (collectively “Releasees”) from any and all claims,
demands, debts, liabilities, obligations, expenses (including attorney’s fees and
costs), promises, covenants, controversies, grievances, claims, suits, actions or causes
of action, in law or in equity, known or unknown to me, foreseen or unforeseen,
contingent or not contingent, liquidated or not liquidated, which I may have had in the
past, may have now, or may in the future claim to have against Releasees arising with
respect to any incident, event, act or omission related to my employment by the Company
occurring at any time prior to my signing of this Release. This Release shall not
operate as a release or waiver of claims or rights that may arise after the date of its
execution, for vested benefits, for indemnification pursuant to Company policy or
applicable law, for coverage under any directors’ and officers’ personal liability or
any fiduciary liability, insurance policy in accordance with the terms of such policy,
or any rights I may have as a shareholder in a public company (collectively, the
“Reserved Rights”) and this Release shall not affect my right to seek specific
enforcement and/or damages for any alleged breach of the terms and conditions of the
Memorandum and this Release.
	 
	 	(c)	 	There are various state and federal laws that prohibit employment discrimination
including discrimination on the basis of age, sex, race, color, national origin,
religion, disability and veteran status and these laws are enforced through the United
States Equal Employment Opportunity Commission, the United States Department of Labor,
various federal and state agencies, and the federal and state courts. This Release
specifically includes, but is not limited to, any and all claims and causes of action
arising under tort or contract law or specific statutes prohibiting discrimination based
on sex, color, race, national origin, religion, disability, veteran status or age,
including without limitation, the Americans With Disabilities Act, the Age
Discrimination in Employment Act of 1967,






 









 






	 	 	 	Title VII of the Civil Rights Act of 1964, the
Civil Rights Acts of 1866 and 1871, the Equal Pay Act, or any other federal, state,
city, or local laws.
	 
	 	(d)	 	In consideration of the benefits provided to me under the Memorandum and this
Release, I agree to waive and will not assert any of the claims or causes of action that
I have waived in this Release before any federal or state court, any federal or state
agency, or in any public or private arbitration. This prohibition does not apply if it
would be a violation of applicable law or regulation. If this prohibition does not
apply, however, and a charge or lawsuit is filed by or on behalf of me, I agree not to
seek or accept any personal relief, award, monetary damages or other benefits in
connection with or based on such charge or lawsuit. This paragraph is not intended to
limit my right to commence and maintain legal action for the sole purpose of enforcing
the Memorandum and this Release or the Reserved Rights.
	 
	 	(e)	 	I also agree to waive, release and forever discharge Releasees from any and all
claims, causes of action and lawsuits that may arise from any incident, event, act or
omission related to my employment by the Company occurring during my active service
period or severance pay period as those terms are defined in the Memorandum, except for
the purpose of enforcing the Memorandum and this Release or the Reserved Rights.






	3.	 	Releasees hereby waive, release and forever discharge Releasors from all claims, demands,
debts, liabilities, obligations, expenses (including attorney’s fees and costs), promises,
covenants, controversies, grievances, claims, suits, actions or causes of action, in law or in
equity, known or unknown, foreseen or unforeseen, contingent or not contingent, liquidated or
not liquidated, direct or derivative, which Releasees may have had in the past, may have now,
or may in the future claim to have against Releasors arising with respect to any incident,
event, act or omission occurring at any time prior to my signing of this Release, provided
however, that this Release shall not operate as a release or waiver of claims or rights that
arise wholly after the date of its execution. Nor shall this Release in any way apply to or
waive any of Releasees’ rights to enforce the terms and conditions of the Memorandum and this
Release through legal action.
	 
	4.	 	After my service period ends, notwithstanding Section 7 of the ITT Senior Executive Severance
Pay Plan, I will receive no future benefits, compensation or perquisites (including but not
limited to severance pay and benefits) from ITT except as set forth in the Memorandum.
	 
	5.	 	Except as may be required under applicable law or the rules of a stock exchange or national
securities quotation system, I agree to keep the Memorandum and this Release confidential and
not to disclose their contents to anyone except my immediate family, my financial or legal
consultants, and appropriate governmental agencies that require this information.
	 
	6.	 	I agree not to slander, defame or otherwise intentionally injure the reputation of ITT or its
officers, directors, employees, agents, representatives, or products. The Company and all
Releasees agree not to slander, defame or otherwise intentionally injure my reputation or
professional standing.
	 
	7.	 	I acknowledge that: (i) I have been advised in writing to consult with an attorney of my own
choice regarding this Release and the Memorandum; (ii) I have been advised in writing that I
may have at least 21 days from my receipt of this Release and the Memorandum to review and
consider them; (iii) I actively participated in the negotiation of the terms and conditions of
this Release and the Memorandum; (iv) I fully understand those terms and conditions; (v) I am
voluntarily and of my own free will executing this Release and the Memorandum on the date
reflected below; and (vi) during a period of seven days following my execution of this Release
and the Memorandum, I may revoke such executions and this Release and the Memorandum shall not
be effective or enforceable until such seven day period has expired. Should I desire to
revoke this Release and the Memorandum, my revocation must be in writing and addressed to
Scott A. Crum, Senior Vice President and Director Human Resources, ITT, 1133 Westchester
Avenue, White Plains, NY 10604 and delivered to Mr. Crum within the seven day revocation
period.





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	8.	 	ITT and any Releasee shall not be liable for any other monies or payment to me or on my
behalf other than as described in this Release and the Memorandum. This Release and the
Memorandum, which is incorporated herein, contain the entire agreement between me, ITT, and
all Releasees relating to the subject matter thereof. This Release fully supersedes any and
all prior agreements or understandings, whether oral or written. I represent and acknowledge
that in signing this Release and the Memorandum, I have not relied upon any representation or
statement, oral or written, not set forth herein. No amendment to this Release or the
Memorandum shall be binding unless it is in writing, expressly designated as an amendment,
dated, and signed by the parties.
	 
	9.	 	Nothing in this Release or the Memorandum constitutes an admission of liability by ITT or any
Releasee or me, and this Release or the Memorandum will not be used by me, ITT or any other
entity or person as evidence in any proceeding or trial, except to enforce the terms of this
Release and Memorandum or the Reserved Rights.
	 
	10.	 	This Release and the Memorandum shall be construed in accordance with the laws of the State
of New York. Should any provision of this Release or the Memorandum be determined invalid or
unenforceable, the validity of the remaining provisions shall not be affected and shall remain
in full force and effect to the maximum extent permitted by law.
	 
	11.	 	Any dispute, controversy or claim arising out of or relating to this Release or the
Memorandum, or to an alleged breach thereof, shall be finally resolved by arbitration. The
arbitration shall be conducted by one (1) arbitrator jointly agreed to by ITT and me or, if we
cannot agree on an arbitrator, appointed by the American Arbitration Association. The
arbitration shall be conducted in accordance with the Employment Dispute Resolution Rules then
in effect of the American Arbitration Association, which shall administer the arbitration and
act as appointing authority. The arbitration, including the rendering of the award, shall
take place in White Plains, New York, and shall be the exclusive forum for resolving such
dispute, controversy or claim. For the purpose of this arbitration, the provisions of this
Release and Memorandum and all rights and obligations thereunder shall be governed and
construed in accordance with the laws of New York, but the arbitrator shall not have the power
to award punitive or exemplary damages. The arbitration proceedings, the subject matter
thereof, and the award shall be maintained on a confidential basis by the parties, the
mediator, the Arbitrator and the American Arbitration Association, all of whom shall be bound
by this confidentiality provision, except to the extent such information is disclosed to a
court in an action to enforce the arbitrator’s award. The decision of the arbitrator shall be
binding upon the parties hereto, and each party shall be responsible for its own expenses and
attorney’s fees in connection with the arbitration, except as expressly set forth herein. The
decision of the arbitrator shall be executory, and judgment thereon may be entered by any
court of competent jurisdiction. ITT will pay seventy-five percent of the American
Arbitration Association’s arbitration administrative fees and the fees and expenses of the
arbitrator, and I will pay twenty-five percent.
	 
	12.	 	The Memorandum and Release shall be binding upon, and assumed by, all successors and assigns
of ITT.
	 
	13.	 	I have carefully read this Release and the Memorandum, fully understand their provisions,
and my signature below indicates my understanding and agreement with their terms and
conditions.






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The original executed Release and the Memorandum must be returned to Scott A. Crum, Senior Vice
President and Director Human Resources, ITT Corporation, 1133 Westchester Avenue, White Plains, NY
10604.



EMPLOYEE: Vincent A. Maffeo




	 	 	 
	/s/ Vincent A. Maffeo
 

Employee’s Signature

	 	 






STATE OF




COUNTY OF




Subscribed
and sworn before me this 23rd day

of February, 2009




Notary Public

My Commission expires: April 11, 2011




EMPLOYER: ITT Corporation.




/s/ Scott A. Crum, Senior Vice President and Director, Human Resources

Scott A. Crum, Senior Vice President and Director, Human Resources




STATE OF NEW YORK




COUNTY OF WESTCHESTER




Subscribed
and sworn before me this 23rd day

of February, 2009




Notary Public

My Commission expires: April 21, 2011







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