March 27, 2002
Xx. Xxxxxx Xxxxx
0000 Xxxxxxxxxxxx Xxxx.
Dallas, Texas 75225
Dear Xxxxxx:
This letter shall confirm the following agreement regarding your departure
from HydroChem Industrial Services, Inc. ("HydroChem"):
1. Your resignation as Chief Financial Officer was accepted as of
February 11, 2002, and your resignation as Executive Vice President and an
employee will be accepted effective June 30, 2002.
2. Your current base compensation shall continue in effect for the
remainder of your employment.
3. After the termination of your employment on June 30, 2002,
HydroChem will pay you severance compensation in an amount equal to one year
of base compensation at your current rate. HydroChem will pay this amount in
installments as if your employment had continued through June 30, 2003.
4. Between now and June 30, 2002, you will remain responsible for our
international business and will also assist me on various corporate
development and similar projects. You will also continue to be available as
needed to provide transition assistance. It is contemplated that most of
your time will be spent in the Dallas office, but you will be required to be
in Houston and /or to travel elsewhere on company business as needed. During
the period between now and June 30, 2002, you will continue to adhere to
HydroChem's policies and procedures as you have done in the past.
5. You will not exercise your Extended Deferral Elections under the
Deferred Bonus Plan of HydroChem Industrial Services (the "Plan"). Also,
notwithstanding anything contained herein or elsewhere to the contrary, your
resignation as Executive Vice President and an employee as of June 30, 2002,
as contemplated by this letter agreement, shall be deemed to be a termination
without Cause for the purpose of section 1.1 (a) of the Plan.
6. This letter agreement constitutes the entire agreement between us
on this subject matter, and it supersedes and replaces any prior agreements
on this subject. This letter agreement may be amended in the future only by
a written instrument signed by both HydroChem and you.
If the foregoing is satisfactory, please sign this letter below and return to
me. A duplicate original is enclosed for your records.
Sincerely,
/s/ X. Xxx Xxxxxx, Xx.
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X. Xxx Xxxxxx, Xx.
Chairman of the Board and
Chief Executive Officer
AGREED AND ACCEPTED
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
March 27, 2002
