ENVIROTEST SYSTEMS CORP.
April 20, 1998
C. Xxxxxxx Xxxxxx, Esq.
0000 Xxxx Xxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
This letter sets forth your employment arrangement with Envirotest
Systems Corp. (the "Company"), and amends that certain Separation, Release
and Waiver Agreement (the "Separation Agreement"), dated as of September 30,
1997, by and between you, the Company and its affiliates and parents. You
shall serve as corporate counsel for the Company with the salary and other
benefits specified in paragraphs 1(a)-(e) and 5 of that certain Separation
Agreement. For purposes of this letter, the "Separation Date" means the
date your current employment with the Company terminates.
You acknowledge that the Company has granted you an option to purchase
36,667 shares of the Company's Class A Common Stock, par value $0.01 per
share (the "Stock") at the exercise price of $6.750 per share pursuant to a
grant letter dated February 12, 1998 and attached hereto. The Company has
taken all action required of the Company to authorize the grant of such
option and the execution and sending of such grant letter.
In the event of a Change of Control (as defined in such grant letter),
or, if earlier, upon your termination of your employment for any reason
(alternatively, the "Trigger Date"), the Company shall (i) pay you, cash lump
sum in the amount equal to $123,751.13 and (ii) provide you with the salary
and benefits specified in the first paragraph of this letter for the
twelve-month period commencing on the date of such Change of Control Trigger
Date.
Please acknowledge that this letter sets forth our understanding of your
employment arrangements by signing below.
ENVIROTEST SYSTEMS CORP.
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
By:
Name:
Title:
ACKNOWLEDGED AND AGREED TO
/s/ C. Xxxxxxx Xxxxxx
---------------------------
C. Xxxxxxx Xxxxxx
