Nesco Industries, Inc. New York, New York 10165 February 13, 2007
EXHIBIT
10.3
Nesco
Industries, Inc.
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February
13, 2007
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Re:
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Amended
and Restated Employment Agreement dated as of November 22, 2004 (the
“Employment
Agreement”),
between by Nesco Industries, Inc. (the “Company”)
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Dear
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This
letter agreement is to memorialize our settlement of all unpaid salary owed
to
Executive under the Employment Agreement (the “Unpaid
Salary”).
As of
January 31, 2007, the total amount of unpaid salary owed to Executive under
the
Employment Agreement totaled $270,916.71.
Executive
acknowledges the Company has a strong need to raise capital that will enable
it
to restructure its balance sheet and provide working capital for the Company
and
the recent asset acquisitions by the Company’s subsidiary, Foam Manufacturing,
Inc. Executive further acknowledges that the Company is currently negotiating
a
financing arrangement that will provide it with the needed capital (the
“Financing”),
that
the Financing will only benefit the Company if it is able to be used to provide
working capital and that the proposed lender is unwilling to expect the
substantial time, effort and expense necessary to close the Financing unless
the
Company is able to settle the amounts outstanding under the Employment
Agreement. Therefore, Executive acknowledges that it is in his best interest,
as
well as the best interest of the Company, the Company close the Financing.
In
consideration of the foregoing and the covenants and agreements of the parties
contained in this letter agreement, the Company and Executive are hereby
entering into the following agreements.
Subject
to and contingent on the closing of the Financing (the “Closing”),
the
parties agree as follows:
1. In
payment of the Unpaid Salary, the Company shall pay to Executive (a) an amount
equal to $135,458.36 on the six month anniversary of the Closing and (b) an
amount equal to $135,458.36 on the one year anniversary of the Closing. All
such
payments shall be made by check payable to Executive.
2. Upon
receipt by Executive of the Unpaid Salary in full, Executive
shall, automatically and without further action of the parties, release the
Company and its officers, directors, employees and agents, and each of its
successors and assigns from all causes of action, debts, contracts, demands
and
claims of every kind and nature, whether known or unknown and whether in law
or
in equity, that Executive had, now has, or hereafter can, shall or may have
with
respect to the Unpaid Salary and the failure by the Company to pay the same
when
and as due under the Employment Agreement.
Each
of
the foregoing agreements set forth in paragraphs 1 and 2, inclusive, of this
letter agreement are expressly made subject to the Closing, and none of such
agreements shall be effective unless and until such time as the Closing occurs.
If the Closing has not occurred on or prior to March 15, 2007, this letter
agreement shall automatically terminate and shall be of no further force and
effect, and neither the Company nor Executive shall have any obligations to
the
other hereunder.
Nothing
in this letter
agreement shall be construed as an admission of any liability by any of the
parties or as a release of any claim or obligation other than as specifically
set forth above.
This
letter agreement is binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, successors and assigns. No persons other
than
the Company and Executive are intended to be benefited by this letter agreement
or to have rights hereunder as third-party beneficiaries or
otherwise.
This
letter agreement shall be deemed to be a contract made under, and to be
construed in accordance with, the laws of the State of New York, without giving
effect to conflicts of law.
If
any
provision of this letter agreement is held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not
invalidate this letter agreement as a whole, but rather this letter agreement
shall be construed as though it did not contain the particular provision held
to
be invalid, illegal or unenforceable and the rights and obligations of the
parties hereto shall be construed and enforced only to such extent as may be
permitted by applicable law.
This
letter agreement may be executed by the parties in one or more counterparts,
each of which will be deemed an original but all of which will constitute one
and the same instrument.
[Signature
page follows]
2
If
the
foregoing accurately memorializes our agreement to settle the matters described
above, please sign below.
Very
truly yours,
Nesco
Industries, Inc.
By
/s/
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Chairman
AGREED
AND ACCEPTED:
/s/
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Hsarriton
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