EXHIBIT 10.3
February 7, 2002
Mr. T. Xxxxx Xxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xx 00000
Dear Xxxxx:
This letter sets forth our understanding of the modifications we agreed to
regarding your Executive Employment Agreement dated as of May 21, 1998, as
amended (the "Agreement"). Effective as of January 1, 2002, the Company's
payment obligations under Article 8 (other than Section 8.5) of the Agreement
shall be payable in equal semi-monthly installments on the fifteenth and last
day of each month, with each such payment being $7,500. It is agreed that the
payments which otherwise have been due on January 15 and January 31 will be paid
one-half on February 15 and one-half on February 28, making each February
payment being $15,000. We both acknowledge and agree that this letter does not
change the Company's obligations under the Agreement as to the total amount to
be paid thereunder, but modifies the timing of payment.
To assist you in better understanding the Company's financial condition, we
agree that after you sign and return to us our standard confidentiality
agreement, we will forward to you monthly, to your e-mail address at
xxxxx00000@xxx.xxx, the Company's internally generated financial statements
(including cash flow statements). In addition, we agree that a member of the
Company's Board of Directors and a member of management will meet with you, or
participate in a telephone conference with you, upon your reasonable request and
at such times and frequency as does not disrupt their other business
obligations, to discuss the Company's financial condition.
The Company also agrees that if there is an improvement in the Company's cash
position, net of its obligations under the existing indebtedness agreements,
such that the payments referred to in the first paragraph could be increased,
the Company, through members of its Board of Directors, will negotiate with you
in good faith to effect an appropriate increase in those payments. In all
events, the Company agrees to use all reasonable efforts to increase the
payments referred to in
the first paragraph to at least $12,917 per semi-monthly payment period
effective no later than January 1, 2003.
We agree that as long as the Company has payment obligations to you under the
Agreement, as modified by this letter, the Company will continue to maintain in
effect your current automobile allowance and the medical, hospitalization,
health and accident insurance benefits, plans or programs referred to in Section
8.5 of the Agreement; provided that as to any such benefit, plan or program, the
Company's obligation to so provide will terminate as soon as a substantially
similar benefit, plan or program becomes available to you in connection with
other employment (but this proviso will not be effective as to medical and
hospitalization benefits, plans or programs as long as such benefits, plans or
programs have a pre-existing condition restriction which actually adversely
affects your coverage). As long as the Company's obligations under the terms of
the Agreement, as modified by this letter amendment, are complied with, you
agree that the Company is satisfying its obligations to you under the Agreement
effective as of January 1, 2002 and except as modified by this letter amendment,
the Agreement remains effective, including the Company's obligations under
Section 8.5.
In addition, we agree to reimburse you, up to a maximum of $2,200, for actual
out-of- pocket legal expenses incurred by you in connection with this letter
agreement, upon receipt of appropriate documentation. Please indicate your
agreement to the amended terms by signing a copy of this letter and returning it
to me. Both of us agree that this letter agreement may be signed in multiple
counterparts, each of which, including facsimile transmissions, being deemed an
original and all of which together constitute one agreement.
Sincerely,
WATERLINK, INC.
/s/Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
President and CEO
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By my signing below, I agree that the Agreement is amended as of January 1, 2002
as provided in this letter. In addition, this will constitute proper notice that
from and after today, my correct notice address under Section 13 of the
Agreement is 0000 Xxxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000.
/s/T. Xxxxx Xxxx
---------------------------------
T. Xxxxx Xxxx
cc: Xxxxxx X. Xxxx
Xxx X. Xxxxxx
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