Vice President, Asia Pacific Development Employment Agreement - Donald J. Noonan

EXHIBIT 10.17


[LOGO] GENERAL SIGNAL


HIGH RIDGE PARK P.O. BOX 10010 STAMFORD, CT 06904 PHONE 203-329-4100


June 5, 1996


Mr. Donald J. Noonan C/O Hotel Sofitel - Cambodian Room 447 Phnom Penh, Cambodia Dear Don:


I am pleased to confirm our verbal offer to become Vice President, Asia Pacific Development for General Signal. In this position you will be reporting to the Chairman & CEO, Mike Lockhart. The position is stationed in Singapore and will be responsible for working with all the General Signal units to develop business throughout the Pacific Rim. You will begin your new position on September 1, 1996.


The following confirms the terms and conditions of our offer:


1. Your starting base salary will be an annual rate of US$ 150,000.


2. You will be a participant in General Signal's Incentive Compensation Plan
beginning in calendar year 1997. As such you will be eligible for a target
award of 30% of base salary (to a cap of 200% of target) with actual awards
depending upon General Signal's performance, and as administered by the
Personnel & Compensation Committee of the Board of Directors. The award for
the remainder of 1996 will be $25,000.


3. As a permanent resident of Singapore you will participate in the Central
Provident Fund (CPF). GSC will pay both the employer's and employee's
portion to the maximum required and will deduct your contribution from base
salary.


4. Until we have established a regional or country benefits plan you will be
covered under the welfare benefits provided to employees of the General
Signal Corporate Staff in Stamford, Ct. although you will not have managed
care options available for your medical coverage. Some of these plans will
require a contribution by you, the amount of which will be determined by the
coverage selected and the number of dependents covered.


5. We have noted that although you took out permanent residency in Singapore
eight years ago, you have not participated in the CPF. You have indicated
this was an oversight by General Electric. Your acceptance of our offer will
confirm your understanding that any liability arising from the eight years
where coverage under CPF would normally be required is not the liability of
General Signal. You also acknowledge by your acceptance that any
consequences resulting from this action will be the sole responsibility of
your former employer, General Electric, and yourself to the extent Singapore
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