EXHIBIT 10.10
LGB PIKE LLC
c/o Xxxxxxxx Xxxxxxx & Co. LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
March 15, 0000
Xxx X. Xxxx
x/x Xxxx Electric, Inc.
000 Xxxx Xxx
Xxxxx Xxxx, Xxxxx Xxxxxxxx 00000
Reference is made to the Recapitalization and Investment Agreement (the
"Recapitalization Agreement") dated March 15, 2002 among Pike Electric, Inc.
(the "Company"), Pike Equipment and Supply Company ("Holdings"), Pike Merger
Sub, Inc., certain existing shareholders of the Company, LGB Pike LLC ("Parent")
and LGB Acquisition Corp. Capitalized terms used but not defined herein shall
have the meanings assigned thereto in the Recapitalization Agreement.
The parties hereto hereby agree that, following the Closing and so long
as Parent continues to own a majority of the common stock of Holdings, Xxx X.
Xxxx shall be entitled to the following benefits:
1. Use of any corporate airplane that may be owned by Holdings,
provided, however, that (A) such use shall not interfere with the normal
business or operations of the Company and shall be scheduled in advance of
such use in accordance with the procedures determined by Parent and
Holdings, and (B) the expenses of Holdings arising out of such use shall
be less than $100,000 per year (it being understood that no portion of
such amount shall be carried forward to a subsequent year) and any
expenses in excess of $100,000 per year shall be paid by Xxx X. Xxxx as
soon as such expenses have been identified;
2. Use of an office and the services of an administrative assistant at
the corporate headquarters of the Company;
3. Participation in the Company's Enhanced Medical Plan and Enhanced
Dental Plan (subject to the terms of each such plan) until the occurrence
of the earlier of (A) reaching age 65 and (B) becoming eligible for
coverage under Medicare, in accordance with the disclosure in Schedule
5.13 to the Recapitalization Agreement;
4. Participation in the Company's Employee Life Insurance Plan (subject
to the terms of such plan and subject to the Company's ability to obtain
such coverage at the
rate currently paid by the Company for the coverage of Xxx X. Xxxx) until
he reaches age 65, in accordance with the disclosure in Schedule 5.13 to
the Recapitalization Agreement; and
5. Receipt of his Company-assigned car or cash, whichever he chooses,
in accordance with the automobile award plan (subject to the terms of such
plan) disclosed in Schedule 5.13 to the Recapitalization Agreement.
Parent also agrees that, following the Closing and so long as Parent
continues to own a majority of the common stock of Holdings, Xxx X. Xxxx may
attend the meetings of the Board of Directors of Holdings as an observer.
Notwithstanding the foregoing, Xxx X. Xxxx shall not have the right to vote on
any matter presented to the Board of Directors of Holdings or any committee
thereof.
This letter agreement may not be amended or any provision hereof waived
or modified except by an instrument in writing signed by Parent and Xxx X. Xxxx.
This letter agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one agreement. Delivery of an executed counterpart of a signature
page of this letter agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this letter agreement.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to the conflicts of law
provisions thereof.
If the foregoing correctly sets forth the understanding between us,
please indicate your acceptance of the terms hereof by signing in the
appropriate space provided below and returning to Parent the enclosed duplicate
originals of this letter agreement.
Very truly yours,
LGB PIKE LLC
By /s/ Xxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
Accepted and agreed to as of
15th day of March, 2002:
XXX X. XXXX
/s/ Xxx X. Xxxx
-----------------------------
Xxx X. Xxxx
Chairman of the Board
