Exhibit 10.3
March 2, 2005
Dear ▇▇▇,
You and the Board of Directors of ▇▇▇▇▇▇ Industries, Inc. ("the Company")
recently agreed on the terms of your retirement from the positions of Chairman,
Chief Executive Officer and President of the Company. The Board believes it is
in the best interest of the Company for you to remain in those positions while
we conduct a search for your successor. In exchange for your willingness to do
so, we have agreed as follows:
1) You will remain in the employ of the Company at your current annual
base salary until your successor is elected by the Board to the
position of Chief Executive Officer of the Company, and for up to 30
days thereafter if requested by your successor in order to achieve a
smooth transition. Your retirement date will occur at the end of such
period of employment, extended by any unused vacation days for the
current year.
2) Your retirement pursuant to paragraph 1 above will entitle you to
the benefits set forth in paragraph 5 of your letter agreement with the
Company dated as of November 2, 2000 (the "Letter Agreement"),
including the additional benefits specified in paragraphs 4(c) and 4(e)
of the Letter Agreement for the period of time specified in the Letter
Agreement. Your retirement date will be the beginning date of such
period.
3) The pro-rata bonus to be paid for the current year will be
calculated on the basis of (a) year-to-date performance against plan in
respect of the financial goals and (b) 100% of target for the personal
goals. Performance against plan will be measured as of the month end
nearest to your last day of active service. The additional twelve
months' bonus to be paid will be calculated at the target level of 100%
of base pay. These bonus payments will be made as soon as practicable
following your retirement.
4) Following your retirement date, at your discretion, the Company will
pay up to $253,750 for reasonable services to assist you in seeking
employment elsewhere. Any such payments will be made directly to a
reputable agency of your choice during the 24-month period following
the date of your retirement.
5) The Compensation and Human Resources Committee of the Board has
authorized the following, contingent upon your remaining in the employ
of the Company as described in paragraph 1 hereof:
(a) You will have three years from your retirement date to
exercise your vested options.
(b) Your balance in the ▇▇▇▇▇▇ Industries Executive Deferred
Compensation and Supplemental Retirement Plan (the "Supplemental Plan")
is fully vested per the Plan's provisions. If your retirement has
occurred prior to November 2, 2005, on the date of your retirement the
Company will make a one-time accrual to your Supplemental Plan balance
in an amount equal to the unvested balance in your Retirement Savings
Plan account, which unvested balance is currently $13,915.78.
To acknowledge this understanding of our agreement, please sign where indicated
below and return a copy of this letter to me.
On behalf of the Board,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Accepted and Agreed:
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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