endix Corp. Chairman William Agee, who last week announced his resignation after failing to win appointment as chief operating officer of Allied Corp., suggested today that he expects Allied to honor a lucrative, "golden parachute" contract he signed with Bendix.
In brief remarks to reporters after a meeting with securities analysts, Agee noted that the five-year, $4 million contract is "dependent on what kind of job I take and other matters.
"As I understand it that is a gross amount and it doesn't make any difference for the first 18 months," Agee said, indicating that during that period, he would be entitled to the full portion of the payment, whether or not he got a new job. "And after that it's an offset against whatever salary income I'm receiving from whatever I'm doing.
"The right answer is it depends on what happens."
Agee said he is considering his future plans and has already received one job offer, which he refused to identify.
Officials of Allied, which formally acquired Bendix two weeks ago for $1.8 billion, have been hesitant to make broad commitments about the controversial "golden parachute" contracts, citing pending shareholders suits challenging the pacts. There has been considerable speculation on Wall Street about the contracts signed originally with the Bendix board and designed to protect management positions in merger agreements. Allied officials said they will study the contracts carefully before honoring them.
The Bendix contracts with 15 company officials are only put into effect if an executive is fired or quits "after suffering a diminution in compensation or position," according to a proxy statement prepared for the merger.
Allied General Counsel Brian D. Forrow said in an interview that Allied plans to honor Bendix contracts, but that on the parachute question, "that's really a board (of directors) decision." Forrow also said that as he reads Agee's public statement on his resignation last week Agee is suggesting his duties were "diminished" by Allied Chairman Edward L. Hennessy's decision not to select him as chief operating officer.
Hennessy told stock analysts that although Agee has done "a fine job" in building Bendix since taking over as that firm's chief executive six years ago, he "is looking for a different kind of executive" to name to Allied's chief operating position.