February 3, 1999
Xx. Xxxxxx X. Xxxxxxxxx
00 Xxxxxxxxx Xxxxxxx
Xx. Xxxxxx, XX 00000
Dear Xxxxx:
This letter sets forth our agreement concerning your
arrangement with Sequa Corporation, a Delaware corporation (the
"Company") to provide contract services as a consultant.
1. The term of this Agreement shall be for a period of two
(2) years, commencing with the date of your retirement, unless
sooner terminated in accordance with the provisions hereof (the
"Term") and will continue as specified below. The date of your
retirement will be June 1, 1999.
a. You are to work not more than 75% of the normal work year
for the Company as a consultant and will work directly under and
report to the Chairman or as directed by the Company's Board of
Directors on such special assignments as may be directed by them or
by the Chairman. The place of services is New York City, New York,
or any other location of the principal office of the Company.
b. As your compensation, the Company will compensate you at
the rate of Three Hundred Thousand ($300,000) Dollars per year
during the term of your contract hereunder, payable in equal bi-
weekly installments. You will also be granted, subject to the
approval of the Board of Directors, a five-year non-qualified stock
option for 5,000 shares of Class A Common Stock of the Company at
the fair market value on the date of the grant. The option will
vest in three approximately equal installments beginning on the
first anniversary of the date of grant and be subject to those
terms and conditions approved by the Board of Directors as set
forth in the award agreement
c. In addition to the foregoing compensation you shall be
entitled, during the term of your contract hereunder, to the
following:
(i) The use of a Company leased car in accordance with
Company policy generally applicable to its senior executive
officers.
(ii) To participate in the same medical, dental and life
insurance programs that are generally provided by the Company to
its employees, in each case in accordance with the terms and
subject to the conditions of such programs as in effect from time
to time hereafter (including deduction by the Company from your
compensation of such amounts as may be necessary for the
maintenance of such coverage). In addition to the above, you and
your eligible dependents shall be entitled to coverage under the
Company's Senior Executive Medical Plan as long as it is made
available, on a general basis, to senior executive officers of the
Company limited to a maximum reimbursement of $10,000 during any
calendar year with the exception of calendar year 1999, where the
normal maximum of $20,000 will apply. It is specifically agreed
that participation in all other forms and types of benefits
programs is specifically not applicable to you, with the exception
of Travel Accident Insurance, and Accidental Death and
Dismemberment (AD&D), which shall be applicable when you may be
asked to travel in the course of you assignments.
(iii) Reimbursement of all authorized, reasonable travel,
entertainment and other expenses paid or incurred by you in the
performance of your business obligations hereunder and you shall
provide receipts or other appropriate evidence of such expenses.
(iv) Reimbursement for membership in your health club, on
the same basis as heretofore.
d. All of the foregoing compensation and benefits shall be
subject to the payment by you of applicable federal, state and
local taxes.
e. You may terminate this Agreement prior to the expiration
of the Term on no less than ninety (90) days' prior written notice,
to Counsel for the Company (which notice shall fix the date of
termination). The Company shall have the right at any time prior
to the expiration of the Term to terminate this Agreement for Due
Cause (as defined below), which termination shall be effective
immediately upon the issuance by the Company of written notice to
you. For purposes of this Agreement, "Due Cause" shall mean: (i)
a breach by you of the provisions of paragraphs (f) and (g) hereof;
(ii) your conviction (including a conviction on a nolo contendere
plea) of a felony; (iii) your theft or misappropriation of Company
assets; (iv) any willful, intentional, or grossly negligent act by
you having the effect of injuring the reputation or business of the
Company (or any of its affiliates); (v) your repeated or continued
failure, inability, neglect, or refusal to perform your services
hereunder as a consultant to the Company; or (vi) your death.
Termination of this Agreement shall have no affect upon the terms
and conditions of paragraphs (f) and (g) hereof, which shall remain
in full force and effect and shall continue to bind you. Upon
termination of the term of your contract hereunder, as aforesaid,
the Company shall be relieved of any and all further obligations to
you arising out of this Agreement except for benefits available to
you under accrued and unpaid compensation and authorized expenses.
Notwithstanding anything contained in the foregoing to the
contrary, if the Company should terminate your services, you shall
be entitled to continued medical and dental insurance programs as
may be generally provided by the Company to its employees through
COBRA, in each case in accordance with the terms and subject to the
conditions of such programs as are in effect on the termination
date of this Agreement, including any required participant
contributions.
f. (i) You agree not to disclose any secret or confidential
information pertaining to the business of the Company without its
consent, either before or after any termination of your services
with the Company; and further that, upon any such termination, you
will deliver to the Company all notes, drawings, blueprints and
other papers belonging to the Company.
(ii) You agree to assign to the Company the entire right,
title and interest, for the United States of America and all
foreign countries, in and to any and all inventions made,
conceived, or acquired (either alone or jointly with another) by
you during the term of your services hereunder which result from
work assigned to you by the Company, or any other inventions which
are made on the time of or at the expense of or with the materials
or labor of the Company. At any time hereafter, whether or not you
are then under contract to the Company, upon request and without
charge you will execute appropriate documents to implement this
covenant.
(iii) You agree to make prompt, full and complete
disclosure to the Company of any and all inventions and
improvements made by you during the term of your services by the
Company which relate to the business of the Company, whether or not
patentable and whether or not coming within the provisions of
paragraph f(ii) hereof.
g. You have represented that you have no agreement with or
obligations to others in conflict with this Agreement; that there
are no representations, warranties, provisions or undertakings
other than those contained in this Agreement which constitutes the
entire agreement between us and shall not be modified or changed
except in writing signed by one of our duly authorized officers.
If the foregoing is in accordance with your understanding of
the terms of your employment by the Company, please be good enough
to sign and return to the undersigned the enclosed duplicate of
this letter, whereupon this shall become a binding agreement
between us.
Very truly yours,
SEQUA CORPORATION
By ---------------------------
ACCEPTED AND APPROVED:
----------------------------------------------------
Xxxxxx X. Xxxxxxxxx
Dated ---------------------------------------
