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EXHIBIT 10.24
[BEC GROUP, INC. LETTERHEAD]
December 5, 1996
Xxxxxx X. Xxxxxxxx
BEC Group, Inc.
000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx X-000
Xxx, Xxx Xxxx 00000
Dear Xxxxxx:
After several discussions, I believe you and I came to the following
agreement regarding my departure from the company. I have listed these below:
1) Continue in current role through 3/29/97. Bonus for 1996 as
per current arrangement. No bonus program in 1997.
2) Accrued PTO paid 3/29/97
3) Resign effective 3/29/97 with $350,000 severance payment and
full vesting of 200,000 options issued at $5.05 on 5/3/96. All
options to be exercised no later than 9/30/98.
4) If the 200,000 options in #3 above are at a market price of
$5.55 or less on 9/30/98, BEC Group will pay to me $100,000
cash, if I have not previously exercised these options.
5) Available by phone to assist with any transition item or
questions until 3/29/98.
6) Sign confidentiality agreement, but no non-compete or general
release
7) We will agree on a low-key information release toward
year-end. You and I will agree on wording.
8) You will provide an excellent reference for me.
If you are in agreement, please send me a letter to this effect.
Sincerely,
/s/ BILL
Xxxxxxx X. Xxxxxxxx
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BEC GROUP, INC.
000 XXXXXXXX XXXXX XXXXXX
XXXXX X-000
XXX, XXX XXXX 00000
TEL: (000) 000-0000
FAX: (000) 000-0000/7
E-MAIL: XXXXxxxx.xxx
XXXXXX X. XXXXXXXX
CHAIRMAN OF THE BOARD
January 2, 1997
Mr. Xxxx Xxxxxxxx
BEC Group, Inc.
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Dear Xxxx:
Thank you for your letter dated December 5, 1996. The Compensation Committee
has approved the terms of your departure from the company in line with the
points outlined in your letter, with the following changes:
Point 4 becomes: " If the 200,000 options in #3 above are not at or above a
market price of $6.00 per share for at least 20 days prior to 9/30/98, BEC
Group will pay me $100,000 in cash on 10/l/98. If the shares trade at or above
$6.00 for at least 20 days prior to 9/30/98 no additional payment will be due."
Point 7 becomes: "BEC Group will issue a mutually acceptable press release on
3/29/97 announcing my departure from the company."
New Point 9: "I will be proposed as a continuing board nominee at the 1997
annual meeting, but will receive no compensation for providing director
services unless proposed for re-election again at the shareholders meeting in
1998."
Xxxx, I look forward to working with you during the first quarter of 1997 and
as a director thereafter.
Yours sincerely,
/s/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx