Exhibit 10.20
MATRIX SERVICE COMPANY
Chief Executive Officer ("CEO") Severance Agreement
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This Agreement between Matrix Service Company, ("Matrix" or the "Company") and
Xxxxxxx X. Xxxxx ("Xxxxx") is entered into effective January 3, 2000.
CEO Severance/Change of Control
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In the event of a "change of control" in the ownership of Matrix and any
"adverse personnel action" against Xxxxx, Xxxxx may terminate his employment
with the Company and receive two years of severance pay. In addition, all
outstanding stock options will vest immediately in the event of "change of
control." This severance arrangement will apply for a period of two years
following any change of control.
o In calculating Vetal's severance pay, Vetal's annual salary at the time of
the change of control and adverse personnel action will be multiplied
by two, as will Vetal's average bonus payment for the lessor of the
previous three years or the number of full fiscal years in the CEO
position. The sum of these two amounts will be added together and
represent Vetal's severance, which will be paid in a lump-sum amount.
This lump-sum severance amount will be paid to Xxxxx within 30 days of the
adverse personnel action.
For purposes of this severance agreement, "adverse personnel action" will mean
an action taken against Xxxxx by the acquiring entity which has an adverse
impact on your economic status or opportunity with the Company. These actions
will include:
o Involuntary termination
o Reduction in base salary
o Reduction in incentive compensation opportunity
o Material reduction in executive benefits or perquisites
o Reassignment to a position or role with a lower salary range or
salary opportunity
o Material reduction in responsibilities.
For purposes of this severance agreement, a "change of control" will mean:
o The merger or consolidation of the Company with any person or
entity (other than a merger or consolidation to change the place of
domicile of the Company) where the Company is not the surviving entity
(or survives only as the subsidiary of another person or entity), or
o The sale of all or substantially all of the Company's assets to any person
or entity, or
o If any person or entity together with its affiliates shall become,
directly or indirectly, the beneficial owner of at least 51% of the
voting stock of the Company, or
o If any person or entity together with its affiliates shall acquire,
directly or indirectly, the voting power to elect a majority of the
members of the Board of Directors of the Company (other than the
acquisition and voting of proxies by management of the Company to elect
members to the Board of Directors in the normal course at an annual
meeting of shareholders that is not, directly or indirectly, in connection
with, or for the purposes of effecting, a "change of control").
CEO Severance/Involuntary Termination
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In the event of termination for reasons other than "cause," Xxxxx will receive
one year of severance pay. This severance pay amount will be paid in a lump sum
and calculated in the same manner as described above in CEO Severance/Change of
Control. A non-interference and confidentiality agreement for one year will be
executed prior to the payment of severance.
For purposes of this severance agreement, "cause" will mean:
o Conviction of a felony or pleading guilty or nolo contendre to a felony
charge, or
o Participation as an employee, officer or principal shareholder in any
business engaged in activities in direct competition with the Company
without the consent of the Company, or
o Gross and willful neglect of responsibilities as CEO, or
o Other offenses against the Company, to include theft, embezzlement,
violation of Company policy, or the release of proprietary or confidential
information in a manner that would be materially detrimental to the
Company's best interest.
Matrix Service Company
/s/ Xxxxxxx X. Xxxx
By:__________________________________________
Xxxxxxx X. Xxxx
Chief Financial Officer
/s/ Xxxxxxx X. Xxxxx
By:__________________________________________
Xxxxxxx X. Xxxxx
President & Chief Executive Officer
