Exhibit 10.5
April 4, 2007
Xx. Xxxx Xxxxx
00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xxxx:
This letter will confirm the agreement between Xxxxxx-Xxxxxx Corporation
(the "Company") and you concerning a retention bonus payable to you under
certain circumstances.
As you are aware, the Company is currently exploring strategic alternatives
which could include merger or sale. As an incentive for your continued
employment with the Company, and your efforts on behalf of the strategic
alternatives, the Company hereby agrees to pay you a bonus of one times your
current base salary in the event of a change in control of the Company prior to
September 30, 2008. Payment of the bonus will be made immediately following the
change in control. The payment is contingent on your continued employment with
the Company through, and immediately following any change in control on or
before, September 30, 2008.
For the purposes of this letter, a change in control of the Company shall
occur:
a) if any "Person", as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "exchange Act")
(provided that the term "Person" shall not include Xxxxxxxx Xxxxxx, Xx.,
the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock in the Company), becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 70% or
more of the combined voting power of the Company's then outstanding
securities;
b) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation; other than (i) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) 30% or more of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation or (ii) a merger or consolidation
effected to implement a re-capitalization of the Company (or similar
transaction) in which no "Person" (as hereinabove defined) acquires 70% or
more of the combined voting power of the Company's then outstanding
securities; or
c) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets.
Please indicate your agreement by signing this letter in the space provided
below.
Sincerely,
XXXXXX-XXXXXX CORPORATION
By /s/ Xxx Xxxxxx Xx.
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Xxx Xxxxxx, Xx.
Chairman
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AGREED AND ACCEPTED:
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
Date: 4/4/07
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