Employment Agrmt / Bw / Ip & R. W. Hoppel

Exhibit 10.ll


COMPANY CONFIDENTIAL
Employment Agreement


THIS EMPLOYMENT AGREEMENT is entered into by and between Ronald W. Hoppel (hereinafter referred to as "Employee") and BW/IP, Inc.


WHEREAS, Employee has been employed by BW/IP, Inc. or its subsidiaries or predecessors (hereinafter individually or collectively referred to as "BWIP") since March of 1964 in various positions and until August 13, 1996 in the executive capacity of Vice President and Pump Division President.


WHEREAS, Employee and BWIP desire to continue Employee's employment relationship in a capacity other than as an officer of BWIP on the terms and for the period set forth herein.


THEREFORE, in consideration of the mutual obligations set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and BWIP agree as follows:


1. Employment of Employee by BWIP. BWIP agrees to employ
------------------------------ Employee through March 31, 2000, at which time Employee agrees to retire.


2. Duties. Employee shall render his utmost cooperation in the
------ conduct of the business affairs of BWIP performing such mutually agreeable services as may be directed by President and CEO of BWIP or their successors which are consistent with his former position as a corporate officer, and Employee shall devote such time as shall be necessary and mutually agreeable to fully discharge his obligation hereunder. Employee shall be based in San Pedro or such other location as Employee shall select.


3. Salary. BWIP shall pay to Employee in accord with its
------ normal payroll practices, the monthly equivalent of $242,000 per annum through March 31, 1997, and shall pay Employee the monthly equivalent of $125,800 commencing April 1, 1997 and terminating on March 31, 2000. Payment of this amount shall be deemed to include payment for any vacation, holiday or salary continuation benefits to which Employee would otherwise be entitled as an employee during the period preceding or covered by this Agreement.


4. Benefit(s). Until the dates specified below, Employee shall
---------- be provided with the following benefits.


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(a) Until March 31, 2000 Employee shall be provided all group insurance benefits (life, medical, long term disability and dental) to which he would have been entitled had he remained an officer of BWIP and received annual compensation of $242,000 or $125,800, as the case may be, and under the same terms and conditions.


(b) Until March 31, 2000, Employee shall continue to be an active employee participant in the BW/IP International, Inc. Retirement Plan; the BW/IP International, Inc. Supplemental Executive Retirement Plan ("SERP"); and the BW/IP International, Inc. Capital Accumulation Plan ("CAP Plan").


(c) Employee shall be ineligible for participation in the BW/IP International, Inc. Management Incentive Plan for calendar year 1996 and thereafter. Employee shall no longer be eligible for the award of Stock Options or any other form of incentive or contingent compensation under the BW/IP, Inc. Long Term Incentive Plan or any other incentive compensation plan or program. This provision shall not effect the rights of Employee under any previously granted stock options under the 1991 or 1996 Long Term Incentive Plans.


(d) Until, January 1, 1998 Employee shall have the continued use of the BWIP automobile currently in possession of and driven by Employee and BWIP shall pay or reimburse


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Employee for all expenses incurred in connection with the use of said automobile in accordance with the existing BWIP policy regarding BWIP leased or owned automobiles. On January 1, 1998, the automobile will, be transferred to Employee at no cost, however, Employee shall be responsible for any transfer fees or taxes, including income taxes attributable to the transfer of the automobile.


(e) Until June 30, 1998, Employee shall be provided with tax preparation and financial planning benefits in acc ...