EXHIBIT 10.18
XXXXXXX-XXXXXXX HOLDINGS, INC.
000 XXXX XXXX XXXX
XXX XXXX, XX 00000
July 23, 1997
Mr. Xxxx Xxxxxxx
Container Management Services, Inc.
X.X. Xxx 0000
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Dear Xxxx:
In order to provide you with additional incentive to remain
President of Container Management Services, Inc. ("CMS"), a wholly owned
subsidiary of Xxxxxxx-Xxxxxxx Holdings, Inc. (the "Company"), the Company hereby
agrees to provide you with the compensation provided herein, in addition to the
benefits provided in the Employment Agreement between yourself and the Company
dated the date hereof (the "Employment Agreement").
The Company agrees to pay you the sum of $770,000 on each of
the first, second and third anniversaries of this Agreement. In the event that
your employment is terminated (i) by the Company without Cause (as defined in
the Employment Agreement), (ii) as a result of your death or Permanent
Disability (as defined in the Employment Agreement), or (iii) by you within 30
days after the Company has substantially reduced your base salary, the Company
will continue to make the payments provided herein so long as you do not breach
the covenants contained in Section 13 of the Employment Agreement. In the event
that your employment is terminated under any other circumstances, the Company
shall not be obligated to make any of the remaining payments contained in this
Agreement and this Agreement shall be null and void.
As consideration for the Company agreeing to make the payments
described above and subject to the provisions described above, you agree: (i) to
remain an employee of the Company and CMS until the third anniversary of the
date hereof, (ii) to perform your duties for the Company and CMS to the best of
your abilities, and (iii) to abide by the terms of the Employment Agreement,
including, but not limited to, the provisions of Section 13 thereof.
Any money paid pursuant to this Agreement shall not be taken
into account as compensation for purposes of any retirement plans, be they
qualified or otherwise, of the Company or CMS.
2
This Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, without reference to rules
relating to conflicts of law, and the parties hereto submit to the exclusive
jurisdiction of the courts of the State of New York for the purpose of any
actions or proceedings that may be required to enforce any provision of this
Agreement.
This Agreement contains the entire understanding between the
parties hereto and supersedes in all respects any prior or other agreements or
understandings between the Company or any of its affiliates, and yourself with
respect to the subject-matter herein, other than the Employment Agreement.
This Agreement may only be amended by written agreement of the
parties hereto.
Two signed copies of this Agreement have been enclosed, please
sign them and return one to us as soon as possible for our records.
Xxxxxxx-Xxxxxxx Holdings, Inc.
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx Xxxxxxx
Name: Xxxxxx X. Xxxxxx Xxxx Xxxxxxx
Title: Senior Vice President and CFO
