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EXHIBIT 10-L
[GUNDLE/SLT ENVIRONMENTAL, INC. LETTERHEAD]
June 1, 1998
Xx. Xxxxx X. Xxxxx
Senior Vice President and Chief Financial Officer
Gundle/SLT Environmental, Inc.
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Dear Xx. Xxxxx:
Reference is made to the employment agreement dated March 10, 1997 between
Gundle/SLT Environmental, Inc. (the "Company") and yourself (the "Agreement").
Until the recent resignation of Xxxxxxx X. Xxxx from his position as President
and Chief Executive Officer of the Company, you reported primarily to him and
maintained a good working relationship with him. Since Xx. Xxxx'x resignation,
you have reported to Xxxxx X. Xxxxxx, Acting President and Chief Executive
Officer of the Company, and you also have a good working relationship with him.
You have expressed concern about certain provisions in the Agreement that
could be implicated at such time as the Company designates a permanent
President and Chief Executive Officer to succeed Xx. Xxxxxx.
At present, in the event of a termination under Section 4(e) or 4(g), you
are entitled (among other things) to one year's base pay and one year's bonus,
each as determined in accordance with paragraph (a) of the "Termination
Package" definition (the "Definition") contained in Annex I to the Agreement.
In the event (i) you are terminated at any time in the future under Section
4(e), or (ii) you initiate a termination under Section 4(g), then (subject to
your execution and delivery to the Company at the Termination Date of the
Release in the form attached hereto as Exhibit A), paragraphs (a),(b) and (c)
of the Definition shall be the following:
"(a) on or within ten days following an applicable Termination
Date, the Company shall pay to you a lump sum cash amount equal to the sum
of (i) 1 1/2 times the highest annual rate of Base Salary in effect during
the current year or any of the two years preceding the Termination Date and
(ii) 1 1/2 times the greater of (A) the
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Xx. Xxxxx X. Xxxxx
June 1, 1998
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largest award earned (whether or not paid) under the Bonus Plan in respect
of any of the three years preceding the Termination Date or (B) the target
award you would have been entitled to receive under the Bonus Plan in
respect of the current year regardless of any limitations otherwise
applicable to the Bonus Plan (i.e., the failure to achieve any performance
goal applicable to all or any portion of the measurement period); and
(b) following an applicable Termination Date, you shall receive all
benefits under and in accordance with the terms of the Plans (other than
the Bonus Plan and welfare benefit Plans, for which separate provision is
made herein, and the 401(k) plan as to which your ability to contribute to
the plan will cease with your last regular paycheck prior to the
Termination Date) in which you are at the time a participant, but only to
the extent the same are vested under the terms of such Plans at the
Termination Date; in addition, any options held by you at the Termination
Date will continue to vest during the 18 months following the Termination
Date and continue to be exercisable during the 21 months following the
Termination Date; and
(c) the Company shall maintain in full force and effect, at its sole
expense for the continued benefit of you and your dependents during the
period from the Termination Date through the earlier of (i) eighteen
months from the Termination Date or (ii) the commencement date of
equivalent benefits from a new employer, all insured and self-insured
employee pension, medical, dental, disability, accident and life insurance
welfare benefit Plans in which you were entitled to participate
immediately prior to the Termination Date. If your participation in any
such welfare benefit Plan is barred, the Company, at its sole cost and
expense, shall arrange to have issued for the benefit of you and your
dependents individual policies of insurance providing benefits
substantially similar (on an after-tax basis) to those which you are
entitled to receive under such Plans."
In addition, during the twelve months following the appointment of a new
President and Chief Executive Officer (other that Xx. Xxxxxx), the definition of
"Good Reason" contained in Annex I to the Agreement shall be deemed to include
the following:
"...(ix) your incompatibility or inability to maintain (in your sole
discretion) a good working relationship with a new President and Chief
Executive Officer (other than Xx. Xxxxxx)."
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Xx. Xxxxx X. Xxxxx
June 1, 1998
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Except in the limited circumstances the Agreement is to be amended by this
letter, the Agreement remains in full force and effect under its existing
terms. If this letter correctly sets forth our understanding with respect to
the particular subject matter covered in this letter, please sign and return
one copy of this letter to the Company.
Sincerely,
GUNDLE/SLT ENVIRONMENTAL, INC.
By: /s/ X. XXXXXXX XXXXXX
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X. Xxxxxxx Xxxxxx
Chairman of the Compensation Committee
of the Board
Agreed to as of the 1st
day of June, 1998
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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EXHIBIT A
RELEASE
For and in consideration of the sum of One Dollar and other good and
valuable consideration in hand paid to Xxxxx X. Xxxxx ("Employee") by
Gundle/SLT Environmental, Inc. ("Company"), the receipt of which is hereby
acknowledged, and the sufficiency of which is hereby confessed, Employee has
remised, released, and forever discharged and by these presents does remise,
release and forever discharge the said Company and each of its subsidiaries and
affiliates and the directors, officers, agents, representatives, and employees
of each of them, and its and their successors and assigns (collectively, the
"Released Parties") of and from all, and all manner of action, and actions,
cause and causes of action, suits, dues, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity, which against the Released Parties which
Employee ever had, now have or which his assigns, hereafter can, shall or may
have, for, upon or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of these presents.
This release shall not, however, affect the obligations of the Company (i)
under that certain Employment Agreement dated as of March 10, 1997 (as amended
on May ___, 1998), by and between Employee and the Company or (ii) under the
Company's charter, bylaws or any preexisting contractual indemnity agreement
between the Company and Employee.
Executed and Effective this ___ day of __________, ____.
_________________________________
Xxxxx X. Xxxxx
