Exhibit 10(ff)(1)
[ICF XXXXXX LETTERHEAD APPEARS HERE]
March 15, 1999
Xx. Xxxxxx X. Xxxxxxx
Executive Vice President and President,
Environment and Facilities Management Group
ICF Xxxxxx International, Inc.
0000 Xxx Xxxxxxx
Xxxxxxx, XX 00000-0000
Re: Employment Agreement
--------------------
Dear Xxx:
I refer to your Employment Agreement dated April 7, 1997. The purpose of
this letter is to confirm the arrangements approved by the Human Resources &
Compensation Committee of the Board of Directors in light of the planned sale of
the ICF Xxxxxx International, Inc. Environment and Facilities Management Group
to The IT Group, Inc. (the "EFM Transaction"). To the extent the provisions of
this letter are inconsistent with your Employment Agreement, the terms of this
letter shall govern.
1. Your base compensation shall increase to $270,000 per year effective
February 1, 1999.
2. You agree to cooperate with ICF Kaiser and The IT Group, Inc. in
connection with the EFM Transaction, and to remain as an employee of
ICF Kaiser for a period of 30 days after closing of the EFM
Transaction. This letter agreement assumes that the EFM Transaction
will close on or before June 1, 1999. If the closing does not take
place on or before that date, we will agree on mutually satisfactory
arrangements concerning any continuation of your services to ICF
Kaiser.
3. Consistent with the terms of your Employment Agreement, ICF Kaiser
will continue to pay, for a period of 12 months following the
termination of your employment with ICF Kaiser, ICF Xxxxxx'x share
(plus any additional costs due to COBRA) of medical and dental
insurance, if any, in which you are currently participating. You
will continue to pay your share as well. You understand that amounts
paid by ICF Kaiser may constitute taxable income to you.
Xx. Xxxxxx X. Xxxxxxx
March 15, 1999
Page 2
4. As promptly as practicable after your execution of this letter, you
will be paid the sum of $50,000 (less applicable withholding
amounts).
5. On the earlier of April 28, 1999, and the closing of the EFM
Transaction, you will be paid $270,000 plus an amount equal to 9%
per annum on such amount from February 1, 1999, to the date of
payment.
6. To the extent your options to purchase ICF Kaiser common stock are
not vested on the date you cease being employed by ICF Kaiser, such
options will vest on such date and shall remain exercisable for a
period of 90 days after you cease being employed by ICF Kaiser.
7. The payments provided to you pursuant to this letter agreement are
in lieu of all amounts due to you upon termination of your
employment under your Employment Agreement, including, without
limitation, the provisions of Section 4 of your Employment
Agreement.
8. Effective on the date you cease being employed by ICF Kaiser, the
Company waives the provisions of Section 5 of your Employment
Agreement relating to noncompetition.
If you agree that the foregoing accurately reflects the arrangements
that have been agreed to, please sign where indicated below.
Very Truly yours,
ICF XXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President and Chief Executive Officer
AGREED:
/s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
