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EXHIBIT 10.14
May 18, 1998
Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Applied Extrusion Technologies, Inc.
0 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxx:
On behalf of Applied Extrusion Technologies, Inc. (the "Company"), this
letter confirms our mutual understanding that, under the terms of the Employment
Agreement dated April 26, 1994 between you and the Company (as from time to time
in effect, the "Agreement"): (i) your employment may not be terminated by the
Company prior to the end of the "Employment Period" (as such term is used in the
Agreement, the "Employment Period"), except for a reason specified in Section
4(b), 4(c) or 4(d) of the Agreement, (ii) Sections 4(c), 4(e) and 4(f) of the
Agreement have been amended to delete any and all references to your finding
other employment, including without limitation any requirement that you look
for, and any consequence of your finding, other employment, (iii) the date
"April 25, 1999" has been replaced, each place it occurs in the Agreement, with
the phrase "the last day of the Employment Period", and the date "April 26,
1999" has been replaced, each place it occurs in the Agreement, with the phrase
"the day immediately following the last day of the Employment Period", and (iv)
if your employment is terminated by the Company prior to the end of the
Employment Period for any reason or for no reason (including without limitation
any such termination for a reason specified in Section 4(b) or 4(c) of the
Agreement, but excluding any such termination pursuant to Section 4(d) of the
Agreement), or if your employment is terminated by you prior to the end of the
Employment Period in accordance with Section 4(f) of the Agreement, (a) you (or,
upon your death, such person as you shall have designated in notice filed with
the Company, or, if no such person shall have been designated, your estate) will
continue to be entitled to the compensation and (unless you shall have died)
benefits (or the equivalent thereof in all material respects if continuation of
participation in benefit plans is not able to be continued under applicable law
or benefit plan terms) specified in the Agreement for the remainder of the
Employment Period as if such termination had not occurred (and the bonus payable
to you (or, upon your death, to such other person or your estate) pursuant to
Section 3(b) of the Agreement during such remainder of the Employment Period
shall be an annual amount (pro rated, for periods less than a year) equal to the
average annual amount of bonus paid to you over the five years immediately
preceding such termination), (b) the "Termination Date" (as such term is used in
the Agreement, the "Termination Date") shall be deemed to be the date
immediately following the last day of the
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Employment Period as if such termination of employment had not occurred, (c)
unless such termination was for a reason specified in Section 4(b), 4(c) or 4(d)
of the Agreement, on and after the Termination Date, you will be entitled to
continued payment of compensation and provision of benefits (or the equivalent
thereof in all material respects if continuation of participation in benefit
plans is not able to be continued under applicable law or benefit plan terms) in
accordance with Section 4(e) or 4(f) (as applicable) of the Agreement until the
earlier of (1) twenty-four (24) months from the Termination Date or (2) the date
which is sixty (60) months after the date of such termination of employment, and
(d) if such termination was for a reason specified in Section 4(b) or 4(c) of
the Agreement, you will, in addition, be entitled to the payments and benefits
specified in such Section on the terms and conditions set forth therein.
Notwithstanding the foregoing, if, following termination of your employment with
the Company, you shall be entitled to receive from a subsequent employer one or
more benefits comparable to those provided by the Company, the Company shall no
longer be required to provide you with such comparable benefits.
In addition, this letter confirms the agreement between you and the
Company, as approved by resolution of the Stock Option and Compensation
Committee of the Board of Directors dated May 17, 1998, providing that, in
consideration of your continued services on behalf of the Company, in the event
of a change of control of the Company (as "change of control" is defined in
Exhibit A to the Company's 1991 Stock Option Plan for Directors, a copy of which
is attached), (i) the date which is the earliest date on which the Employment
Period may end under the Agreement will automatically be extended to the date
which is five years from the date of such change of control, (ii) all
outstanding stock options held by you will automatically vest (to the extent not
already vested) and (iii) all references in the Agreement to the termination of
your employment for "cause", and the consequences thereof, will be automatically
deleted, and any subsequent termination of your employment by the Company shall
be deemed to have been without "cause" (unless such termination is for a reason
specified in Section 4(b) or 4(c) of the Agreement).
Sincerely yours,
APPLIED EXTRUSION TECHNOLOGIES, INC.
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Chairman
Agreed and accepted as of May 18, 1998
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
