Exhibit 10.21
No. 2
SPECIAL RETENTION AGREEMENT
This Agreement is entered into this 18th day of September, 2000 by and
between AMCOL International Corporation ("Company") and Xxxxx X. Xxxxxx, Xx.
("Employee").
WHEREAS, the Company considers it essential and in the best interest of the
Company and its Shareholders to xxxxxx the continued employment of key
management personnel;
WHEREAS, Xxxxx X. Xxxxxx, Xx. is presently employed as President of Volclay
International, Inc.
IT IS THEREFORE AGREED AS FOLLOWS:
1. The Company will pay to Employee the amount of $250,000.00, as
consideration for the Employee remaining employed by the Company or its
subsidiaries and continuing his or her duties until the completion of *.
2. No payment is due in the event the Employee shall terminate his or her
employment, directly or indirectly, prior to a change in control or such change
in control does not occur within one year from the date hereof. A change in
control is defined as: the change in the legal or beneficial ownership of
fifty-one percent (51%) of the shares of the Company's common stock within a
six-month period other than by death or operation of law, or the sale of ninety
percent (90%) or more of the Company's aggregate assets within a six-month
period. Sale of the Company's stock in a subsidiary or a subsidiary's assets
shall not be considered a Change in Control.
3. The Company may terminate Employee at any time, with or without cause,
although termination without cause by the Company within one (1) month of a
change in control shall be considered a termination upon a change in control.
* An asterisk represents certain material which has been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. Such omitted material has been filed separately with the SEC.
4. The Employee shall also be considered an employee of the Company if
employed by a subsidiary.
5. Any payments received pursuant to this Agreement shall be credited
against any payments due under any Change in Control Agreement, the Employee has
with the Company.
6. The payment pursuant to this Agreement shall be made upon completion of
*.
7. This Agreement shall expire one (1) year from the date hereof.
AMCOL INTERNATIONAL CORPORATION
By: /s/ Xxxxx Xxxxxx
Title: President
EMPLOYEE:
/s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
