BENEFITS, (I) ITT SHALL MAKE THE MONTHLY COBRA
PAYMENTS THAT WOULD OTHERWISE BE PAYABLE BY WADDLES AFTER JULY 30, 2004, FOR A
PERIOD NOT TO EXCEED FIVE (5) MONTHS, (II) ITT SHALL CEASE MAKING COBRA PAYMENTS
ON WADDLES' BEHALF UPON HIS COMMENCEMENT OF OTHER EMPLOYMENT IF SUCH OTHER
EMPLOYMENT IS COMMENCED PRIOR TO THE END OF SUCH FIVE (5) MONTH PERIOD, (III)
WADDLES SHALL IMMEDIATELY ADVISE ITT OF SUCH OTHER EMPLOYMENT IN WRITING AND HIS
ANTICIPATED START DATE (BY WRITTEN NOTICE FAXED TO ITT'S HUMAN RESOURCES
DEPARTMENT, TO THE ATTENTION OF SENIOR VICE PRESIDENT OF HUMAN RESOURCES), AND
(IV) NOTWITHSTANDING THE ABOVE, WADDLES MAY DECIDE, ON HIS OWN, TO MAKE COBRA
PAYMENTS TO CONTINUE COVERAGE UNDER ITT'S HEALTH INSURANCE PLAN, PARTICULARLY IN
THE EVENT THAT ITT DOES NOT MAKE COBRA PAYMENTS ON HIS BEHALF OR IF IT CEASES
MAKING COBRA PAYMENTS ON HIS BEHALF PURSUANT TO THIS AGREEMENT;
(O)
AS A CONDITION OF THE PAYMENT OF ANY SEPARATION PAYMENT TO WADDLES,
HE SHALL TIMELY, PROPERLY, AND TO THE BEST OF HIS ABILITIES PERFORM ALL TASKS
REQUESTED OF HIM BY ITT, INCLUDING, WITHOUT LIMITATION, ANY TASKS REQUESTED IN
ORDER TO COMPLY WITH APPLICABLE SEC AND OTHER GOVERNMENTAL RULES AND
REGULATIONS, INCLUDING, BUT NOT LIMITED TO, HIS EXECUTION OF ANY REQUIRED SEC OR
OTHER GOVERNMENTAL REPORTS OR DOCUMENTS; AND
(P)
AS SOON AS PRACTICAL AFTER THE TERMINATION OF HIS EMPLOYMENT, AND
CONSISTENT WITH ITT'S VACATION PAY POLICY, WADDLES SHALL RECEIVE A PAYMENT FOR
ALL OF HIS UNUSED 2004 VACATION AS OF THE DATE OF THE TERMINATION OF HIS
EMPLOYMENT.
IN CONSIDERATION OF THE FOREGOING, WADDLES AGREES TO GIVE UP, RELEASE AND WAIVE
ALL OF WADDLES' CLAIMS AGAINST ITT AS DESCRIBED ABOVE AND TO PERFORM SUCH OTHER
OBLIGATIONS AS ARE CONTAINED IN THIS AGREEMENT.
WADDLES ALSO AGREES TO GIVE UP,
RELEASE AND WAIVE ALL OTHER ACTIONS, CAUSES OF ACTION, CLAIMS OR DEMANDS THAT HE
MAY HAVE AGAINST ITT.
WADDLES FURTHER AGREES THAT HE SHALL NOT BRING ANY
LAWSUITS AGAINST ITT RELATING TO THE CLAIMS THAT HE HAS GIVEN UP, RELEASED AND
WAIVED, NOR WILL WADDLES ALLOW ANY SUIT TO BE BROUGHT ON HIS BEHALF.
THE
COMMITMENTS OF ITT, AS DESCRIBED ABOVE, CONSTITUTE FULL AND FAIR CONSIDERATION
FOR THE RELEASE OF WADDLES' CLAIMS. WADDLES ALSO AGREES THAT IN FURTHER
CONSIDERATION OF THE ABOVE, HE SHALL PROVIDE, DURING THE FIVE (5) MONTH PERIOD
AFTER HIS EMPLOYMENT WITH ITT ENDS, TIMELY AND SATISFACTORY ASSISTANCE IN REGARD
TO THE TRANSITION OF BUSINESS MATTERS WITHIN HIS AREAS OF RESPONSIBILITY. AFTER
HIS EMPLOYMENT WITH ITT TERMINATES, WADDLES SHALL ALSO RESPOND IN A TIMELY AND
EFFECTIVE MANNER TO ANY REASONABLE QUESTIONS HE MAY RECEIVE FROM ITT WITH REGARD
TO ANY MATTERS WITHIN HIS KNOWLEDGE OR AREAS OF RESPONSIBILITY DURING HIS
A-3
employ by ITT.
He further acknowledges that such assistance may be needed with
regard to transition or other ongoing matters.
Waddles agrees to fully and
timely cooperate with ITT's requests for such assistance.
In addition, Waddles
acknowledges and agrees that in regard to any pending litigation or other