EXHIBIT 10(M)
THE XXXXX COMPANY
Enterprise Plaza, Suite 320
0000 Xxxxx Xxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Fax (000) 000-0000
(000) 000-0000
August 15, 1997
Xx. Xxxxxxxx X. Xxxxxx, Xx.
c/o Carbonic Reserves
0000 Xxxxxxx Xxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: Agreement in Connection with the Sale of
the Assets of Carbonic Reserves ("Carbonics")
Dear Buddy:
Within the next few days we expect to execute an Asset Purchase Agreement (the
"Agreement") by and between Airgas Carbonic Reserves, Inc. (" Airgas") as
Purchaser, Carbonics as Seller, and The Xxxxx Company ("Xxxxx") and you as
Shareholders which calls for the sale of substantially all of the assets of
Carbonics (the "Sale") to Airgas. The Agreement also calls for the execution
by you at Closing of (i) an employment agreement and (ii) a non-competition and
confidentiality agreement (the "Non-Compete") with Airgas. In connection with
the employment agreement you will become an employee of Airgas on October 1,
1997, and in connection with the Non-Compete you will receive a total
consideration of $500,000 from Airgas.
In order to facilitate the Sale, release you from your present obligations to
Carbonics and make your services available to Airgas, it is hereby agreed among
you, Carbonics, Xxxxx and Xxxxx Oil Company ("Xxxxx Oil") as follows:
(1) On January 2, 1998, Carbonics will purchase the 24,000 shares of common
stock, par value $0.10 per share, of Carbonics which you own for a cash con-
sideration of Nine Hundred Thousand Dollars ($900,000). Such amount will be
paid to you by wire transfer or other immediately-available funds. The obliga-
tion for this purchase may, if desired, be assumed by Xxxxx. In addition,
Carbonics (or Xxxxx) will pay you interest on such funds from the date funds
are received by Carbonics following Closing until January 2, 1998, at the rate
of 5.5% per annum. (E.g., if funds are received on September 30, 1997, you will
receive $12,747.95 interest = $900,000 x 5.5% x 94/365).
(2) On January 2, 1998, Carbonics shall pay to you in a lump sum the
$100,000 termination payment called for in Paragraph 4.02 of the Conversion
Agreement dated as of the 31st day of January, 1995, by and among Xxxxx,
Xxxxxxxxx and you. The obligation for this payment may, if desired, be assumed
by Xxxxx. In addition, Carbonics (or Xxxxx) will pay you interest on such funds
from the date funds are received by Carbonics following Closing until January 2,
1998, at the rate of 5.5% per annum. (E.g., if funds are received on September
30, 1997, you will receive $1,416.44 interest = $100,000 x 5.5% x 94/365).
(3) Simultaneously with the Closing of the Sale to Airgas and the sale of
your shares to Carbonics, all of the existing contracts among you, Carbonics,
Xxxxx and Xxxxx Oil (with the exception of the $100,000 obligation to you set
forth in paragraph (2) above) will be terminated and have no further force and
effect, including (i) any obligations by Carbonics pursuant to that certain
Change in Control Compensation Agreement dated as of the 24th day of January,
1997, by and between you and Carbonics; (ii) any obligations by you, Carbonics,
Xxxxx or Xxxxx Oil in connection with the Employment Agreement dated April 3,
1995, by and among such parties; and (iii) any obligations by you, Carbonics,
or Xxxxx in connection with that certain Stockholders' Agreement dated January
27, 1993, and that certain Conversion Agreement entered into as of January 31,
1995, by and among such parties.
(4) The parties have agreed that following the termination of the Employ-
ment Agreement as provided in paragraph (3) above, neither Carbonics, Xxxxx nor
Xxxxx Oil shall have any further obligation to pay the Key-Employee Bonus
provided in Section 3.06 of the Employment Agreement. Carbonics will set aside
a bonus pool of Two Hundred Thousand Dollars ($200,000) which will be utilized
as determined by the Board of Directors of Carbonics to pay bonuses to other
Carbonics employees and to settle any obligations Carbonics may have under its
Change of Control Compensation Agreements (the " Compensation Agreements")
with Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx. The payment of such bonuses and
any obligations which may arise under the Compensation Agreements shall be
solely the obligations of Carbonics, and you shall have no obligations
therefor. Any such obligations may be assumed by Xxxxx.
This Agreement, upon acceptance by the parties, shall be binding upon and inure
to the benefit of all of the parties hereto and their respective successors and
assigns.
Sincerely,
THE XXXXX COMPANY
XXXX XXX, XX.
Xxxx Xxx, Xx., President
ACCEPTED AND AGREED TO AS OF THE 18th DAY OF AUGUST, 1997:
CARBONIC RESERVES
By: XXXXXXXX X. XXXXXX, XX.
Xxxxxxxx X. Xxxxxx, Xx., President
XXXXX OIL COMPANY
By: XXXX XXX, XX.
Xxxx Xxx, Xx., President
XXXXXXXX X. XXXXXX, XX.
Xxxxxxxx X. Xxxxxx, Xx.
