Exhibit
10.5


 





 


November 14, 2006


 


Terrence Curtin


910 Greenside Drive


Lititz, PA  17543


 


Dear Terrence:


 


I am pleased to offer you
the position of Executive Vice President and Chief Financial Officer, with Tyco
Electronics. This job reports to Tom Lynch,
Chairman and Chief Executive Officer, Tyco Electronics,
and is located in Berwyn, Pennsylvania. We anticipate that this position will
be a Section 16 Officer of Tyco Electronics and will so recommend for approval
by the new Board of Directors of the Electronics business.


 


While
this offer is effective January 1, 2007, it anticipates the successful
completion of Tyco’s separation into three independent companies.


 


Compensation


 


Effective
January 1, 2007, you will receive an annual salary of $475,000  to
be paid on a biweekly basis. In addition to your base salary, you will
be eligible to participate in the Company’s annual incentive plan and long-term
incentive program for fiscal year 2007, which began October 1, 2006, as
consistent with our normal practice. Prior to the separation, you will continue
to participate in Tyco Electronic’s annual incentive plan and long-term
incentive program as an Electronics employee.


 


Under
the annual incentive plan, in your new position, you will have the opportunity
to earn a target award of 75%
of your salary and a maximum award of 150% of your salary. This target award is
effective October 1, 2006. Determination of award levels will be based on the
Company’s financial performance and your individual contribution.


 


As
stated above, you will also be eligible for the Company’s long-term incentive
program. The details of the new company’s LTI program are not finalized, but
you will be nominated for an appropriate award according to the terms of the
program, consistent with your new job level.


 


Flexible
Perquisite Program


 


You
will also continue to be eligible for a flexible perquisite allowance. In the
event such program is modified or discontinued in the future, you shall be
treated consistently with other similar executives of the Company, with respect
to perquisite eligibility. Currently, such allowance is paid in four
installments, in an annual amount of 10% of base annual salary less applicable
taxes, which can be used at your discretion for various eligible expenses. The
Flexible Perquisite Program is offered in lieu of a company car, auto
insurance, income tax preparation and other similar perquisites. Submission of
receipts is not required.


 


Benefits


 


Up
until the point of separation, as a Tyco Electronics employee you will continue
to be eligible for the following benefits, including Tyco Retirement Savings
and Investment Plan, Tyco Employee Stock Purchase Plan, Tyco Medical and/or
Dental plans, Tyco Supplemental Savings and Retirement Plan, the Tyco Severance
Plan for U.S. Officers and Executives and vacation. Tyco Electronics will
establish 


 

















 


successor
programs which will go into effect upon separation. You will be provided
additional information as we get closer to the separation date.


 


Retention
Agreement


 


Your
retention agreement dated May 26, 2006 remains in effect.


 


Relocation


 


The
Company will provide you with a relocation package. You may contact Susan Wallace for details of
the relocation program and to coordinate your area orientation trip to the Berwyn
area.


 


Terrence,
I am excited about your expanded leadership role at Tyco Electronics and I look forward to the opportunity
to work with you. Please sign below to signify your acceptance of our offer of
employment and its terms. Should you have any questions with regard to any of
the items indicated above, please call me.


 


 


	
  Sincerely,

  
	
   

  
	
  /s/ Jane A. Leipold

  	
   

  
	
   

  
	
  Jane A. Leipold

  
	
  Sr. Vice President, Human Resources

  
	
   

  
	
   

  
	
  ACCEPTED:

  
	
   

  
	
  /s/ Terrence Curtin

  	
   

  
	
  Terrence Curtin

  	
  Date

  
	
   

  
	
   

  
	
  cc: Tom Lynch

  
				



 


Employees
have the right to terminate their employment at any time with or without cause
or notice, and the Company reserves for itself an equal right. We both agree
that any dispute arising with respect to your employment, the termination of
that employment, or a breach of any covenant of good faith and fair dealing
related to your employment, shall be settled exclusively through arbitration. This
document sets forth the entire agreement with respect to your employment. The
terms of this offer may only be changed by written agreement, although the
Company may from time to time, in its sole discretion, adjust the salaries and
benefits paid to you and its other employees.


 


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