[FORM OF]
AGREEMENT
This Agreement is made as of the 21st day of August, 1995, by and between
Xxxx X. Xxxxx, Xx. ("Xxxxx") and Investcorp Bank E.C. ("Investcorp").
WHEREAS, affiliates and clients of Investcorp own substantially all of the
outstanding common stock of Color Tile Holdings, Inc. which in turn owns 100% of
the outstanding common stock of Color Tile, Inc. ("Color Tile");
WHEREAS, Color Tile has experienced significant financial and operating
reversals such that senior management of Color Tile is being replaced;
WHEREAS, Investcorp is desirous that Xxxxx agree to become the Chairman and
Chief Executive Officer of Color Tile; and
WHEREAS, Xxxxx is willing to become the Chairman and Chief Executive
Officer of Color Tile pursuant to that certain Employment Agreement between
Xxxxx and Color Tile of even date herewith (the "Employment Agreement"), a copy
of which has been delivered to Investcorp, provided that Investcorp enter into
the within Agreement in favor of Xxxxx;
NOW, THEREFORE, the parties agree as follows:
1. In order to induce Xxxxx to accept employment as the Chairman and Chief
Executive Officer of Color Tile pursuant to the Employment Agreement, Investcorp
agrees that if Color Tile fails to pay the base salary to Xxxxx during the
Period of Employment or the equivalent thereof during the Severance Period (as
said terms are defined in the Employment Agreement), whether such failure to pay
is due to a rejection of the Employment Agreement in a bankruptcy or similar
proceeding or otherwise, Investcorp will either (a) pay said amounts to Xxxxx at
the same times as said amounts were payable to him by Color Tile, or (b) arrange
for the payment of all or a portion of said amounts by affiliates of Investcorp
or companies controlled by Investcorp, and in the event of partial payment
Investcorp shall pay the balance.
2. Xxxxx agrees that if Investcorp shall become obligated to make payments
to him hereunder, Xxxxx shall be available on a full-time basis to provide
consulting services to Investcorp or its affiliates or controlled companies or
to accept full-time employment by any of said entities, provided that any such
employment is at a senior executive level consistent with Xxxxx'x experience and
stature and provided
that Xxxxx shall not be required to relocate to a geographical area to
which he objects.
3. The parties acknowledge that this Agreement is not intended to detract
from Xxxxx'x obligation to Color Tile under the Employment Agreement or to
create in Xxxxx rights to compensation that would not be payable to him under
the Employment Agreement assuming Color Tile were performing all of its
obligations thereunder. Rather, this Agreement is being entered into in
recognition of the serious financial difficulties confronting Color Tile and the
desire of Investcorp to assure Xxxxx that whether because of a bankruptcy filing
or otherwise, the financial difficulties of Color Tile shall not result in Xxxxx
failing to receive the base compensation provided for in the Employment
Agreement. The obligations of Investcorp herein shall not excuse Xxxxx from
pursuing by litigation or otherwise his right to payment from Color Tile under
the Employment Agreement where such action is reasonably likely to result in
such payment being made by Color Tile.
4. This Agreement shall be governed by the laws of the State of New York
and Investcorp hereby consents to jurisdiction in the State of New York and
hereby appoints Investcorp International, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, as its agent for service of process in connection with any dispute arising
under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
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Xxxx X. Xxxxx, Xx.
INVESTCORP BANK E.C.
By________________________
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