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Exhibit 10.20
FORM CHANGE IN CONTROL EXECUTIVE RETENTION BONUS AGREEMENT
August 15, 1995
To: 1~
2~
As you know, Dep Corporation (the "Company"), in order to
induce you to remain employed by the Company, has adopted a Retention and
Severance Plan (the "RSP") which allows the Company to enter into an agreement
with you providing for the payment of a retention bonus under certain
circumstances. This letter agreement (this "Agreement"), which is entered into
pursuant to the RSP, entitles you to receive a retention bonus (the "Retention
Bonus"), under certain circumstances, in addition to any severance payment you
may be entitled to under the RSP or that certain letter agreement regarding
severance benefits, between you and the Company, dated as of August 15, 1995
(the "Severance Agreement").
The Company hereby agrees that subject to your acceptance of
this Agreement, you will receive the Retention Bonus described below under the
circumstances described below.
1. Retention Bonus Circumstances.
You will receive the Retention Bonus if:
(i) a "Change in Control" (as defined in the
Severance Agreement) occurs within 24 months after
the date of this Agreement; and
(ii) (a) you remain employed by the Company for a
period of 6 months after the Change in Control or (b)
you are terminated by the Company or a successor of
the Company,unless such termination is for "Just
Cause" (as defined in the Severance Agreement) or is
by you for other than "Good Reason" (as defined in
the Severance Agreement).
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2. Time and Amount of Retention Bonus.
(a) The Retention Bonus will be a payment, within five
(5) days after the circumstances in Section 1 have occurred, equal to 3~.
(b) To the extent the Retention Bonus would not be
deductible by the Company when paid or accrued by virtue of Section 162(m) of
the Code, the non-deductible portion of such payment shall be deferred and paid
on the first date that the deductibility of such payment would not be limited
by Section 162(m) of the Code.
(c) If by reason of Section 280G of the Code any payment
or benefit received or to be received by you in connection with a Change in
Control or the termination of your employment would not be deductible to the
Company (in whole or in part), then the Retention Bonus shall be reduced in
accordance with the provisions of Section 4(iv) of the Severance Agreement.
3. Miscellaneous.
(a) Any payments provided for hereunder shall be paid net
of any applicable withholding required under federal, state or local law.
(b) Nothing in this Agreement shall confer upon you any
right to continue in the employ of the Company or shall interfere with or
restrict in any way the Company's right, which is hereby expressly reserved, to
discharge you at any time for any reason whatsoever, with or without cause and
with or without notice.
(c) No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and an officer of the Company who is specifically
designated by the Board.
(d) No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.
(e) The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California without regard to its conflicts of law principles.
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(f) Any disagreement, dispute, controversy or claim
arising out of or relating to this Agreement shall be settled by arbitration in
accordance with the terms of Section 8 of the Severance Agreement.
If this letter sets forth our agreement on the subject matter
hereof, please sign and return to me the enclosed copy of this letter, which
shall then constitute our agreement on this subject.
Dep Corporation
By _________________________________
Xxxxxx Xxxxxxxx
Chairman and President
Agreed to this ____________________________ day
of _______________________________________ 1995.
Signature: __________________________________
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