EXHIBIT 10(iii)(bb)
AGREEMENT
THIS AGREEMENT is made as of November 14, 2000 by and among Xxxxxxxxx Holdings,
Inc. ("Holdings"), Xxxxxxxxx World Industries, Inc. ("World") and Triangle
Pacific Corp. ("Triangle Pacific");
WHEREAS, Triangle Pacific is a party an Employment Agreement of even date (the
"Xxxxxxx Employment Agreement") with Xxxxx X. Xxxxxxx, III (the "Executive"),
pursuant to which Triangle Pacific has become the Executive's employer and has
become obliged for the Executive's compensation and other contractual rights
under that Agreement; and
WHEREAS, Triangle Pacific and World are parties to a Consulting Agreement dated
January 1, 1999 (the "Consulting Agreement") as well as to certain other
subsequent arrangements between them pursuant to which World has provided
certain services and Triangle Pacific has paid World therefor; and
WHEREAS, Holdings and World are parties to an Affiliate Agreement dated May 1,
2000, as amended by a Management Services Agreement dated August 7, 2000 (the
"Management Services Agreement") pertaining to the allocation of responsibility
for certain expenses between them, including payment of compensation due the
executive for his services up to this date, which they wish to modify in this
Agreement; and
WHEREAS, for administrative purposes, Triangle Pacific desires World to fulfill
certain of Triangle Pacific's obligations to the Executive under the Xxxxxxx
Employment Agreement and World is willing to do so as provided herein;
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. World shall pay and otherwise provide to Executive the compensation and
benefits to which Executive is entitled from Triangle Pacific under the
Xxxxxxx Employment Agreement until such time as either (i) World notifies
Triangle Pacific in writing that it will no longer continue to do so, or
(ii) Triangle Pacific notifies World in writing that it no longer desires
World to continue to do so. World will contemporaneously cease payments to
the Executive on Holdings' behalf under the Management Services Agreement.
2. Triangle Pacific shall reimburse World from time to time, but no less
frequently than annually, for the cost of the compensation and benefits
which World pays and provides to the Executive pursuant to Section 1, such
cost to be reasonably determined by the finance departments of World and
Triangle Pacific, respectively. The Consulting Agreement is hereby
terminated, and no further payments thereunder will be owed by Triangle
Pacific to World. Instead, henceforth World will track actual services
provided to Triangle Pacific outside of those parties' existing expense
allocation arrangements, and will from time to time, but no less frequently
than annually, xxxx Triangle Pacific for the extra cost to World of
providing those services over and above its cost of providing such services
for its own operations. All other specific expense allocation and service
agreements between those parties, such as for computer services, shall
continue on their existing terms.
3. Any disputes among or between the parties pertaining hereto will be handled
according to the dispute resolution procedures set out in the Affiliate
Agreement, which Triangle Pacific hereby adopts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
XXXXXXXXX HOLDINGS, INC. TRIANGLE PACIFIC CORP.
By: By:
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Name: Name:
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Title: Title:
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XXXXXXXXX WORLD INDUSTRIES, INC.
By:
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Name:
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Title:
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