Exhibit 10.17
September 24, 1998
Xx. Xxxxxxx X. Xxxxxx
Vice President - Finance
Star Gas Propane, L.P.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Rich:
As a condition of your employment with Star Gas Corporation ("Star"), a
wholly-owned subsidiary of Petroleum Heat and Power Co., Inc. ("Petro") we agree
that if your employment is terminated by Star without "cause" or voluntarily by
you within six months after there has been a "change in circumstances" (each a
"Termination") you will be entitled to receive a severance payment equal to 1.25
times your then basic annual salary. The term "cause" means fraud, dishonesty,
illegal conduct or similar malfeasance or the failure to perform your duty in a
professional manner, if such failure continues for a period of ten days after
written notice. For purposes of this agreement, a "change in circumstances"
shall be deemed to have occurred if for any reason other than for "cause" Star
a) demotes employee reducing the employee's title, b) reduces employee's base
salary or potential bonus compensation in a greater percentage than any other
executive at Star, c) materially reduces employee authority or responsibility,
or d) requires employee to change principal location of employee's employment
by more than fifty (50) miles. If your employment is terminated for any other
reason you will receive no severance payment.
However, if a Termination occurs during the period of 12 months following a
"change of control", you will be entitled to receive a severance payment of an
amount equal to 2.5 times your then basic annual salary. The term "change of
control" shall be deemed to occur if at any time the holders of Petro's Class C
Common Stock no longer own in the aggregate, either a) common stock having at
least 51% of the total voting power of all Petro Common stock or b) if the
businesses of Star and Petro are combined, 51% of the voting power of the equity
securities of the ultimate parent of Star Gas Propane, L.P. or, if such ultimate
parent is Star Gas Partners, L.P., the general partner of such ultimate parent.
If you are entitled to a severance payment, it shall be made to you within
15 days of termination.
Page 2
Xxxxxxx X. Xxxxxx
September 24, 1998
You agree that you will not at any time, directly or indirectly, disclose
or furnish to any other person, firm or corporation or use for your personal
benefit any information concerning Star's method of conducting or doing
business, its advertising or marketing programs, or its methods of obtaining
customers, or any other confidential information of Star, including, without
limiting the generality of the foregoing, the names of any propane distributors
with which to your knowledge, Star has held any acquisition discussions, or
which, to your knowledge have contacted Star to discuss a potential acquisition
within the period of three years prior to the date of termination of your
employment.
Please indicate your agreement with the foregoing by signing in the space
provided below.
Sincerely,
Star Gas Corporation
By: Star Gas Propane, L.P.
By:____________________________
Xxxxxx X. Xxxxxxxxx
Accepted and Agreed:
____________________________
Xxxxxxx X. Xxxxxx
Date:_______________________
