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Exhibit 10.15
Dated as of July 1, 1994
Xxxxxxxx X. Xxxxxxxxx
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
This letter will evidence the agreement of Lone Star Industries, Inc.
(the "Company") with you on the terms specified herein.
1. If, at any time prior to or at the consummation (during the
effectiveness of this Agreement) of a Sale of Trap Rock, as defined below, you
are not, upon your written request given at least 30 days prior to the
consummation of the Sale of Trap Rock, addressed to the Company and the company
(the "Surviving Entity") which thereafter owns the capital stock or assets of
New York Trap Rock Corporation, a Delaware corporation ("Trap Rock"), offered
employment in writing by the Surviving Entity which is Substantially Comparable,
as defined below, to your employment with the Company prior to such Sale of Trap
Rock, or if such Substantially Comparable employment does not continue to be
tendered to you by the Surviving Entity thereafter for a period of at least one
year following the consummation of such Sale of Trap Rock (whether because of a
termination of your employment by the Surviving Entity, for a cause or
otherwise, or because of a change in the terms of such employment so that it is
no longer Substantially Comparable), then you may by written notice to the
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Company (and to the Surviving Entity if such notice is given following
consummation of the Sale of Trap Rock) terminate your employment with the
Company and decline employment (or decline further employment) with the
Surviving Company and its affiliates and thereafter you shall be entitled to
severance from the Company in an amount equal to your base salary immediately
prior to the Sale of Trap Rock, for a period of one year (reduced by any period
of your continued employment by the Surviving Entity). Such severance shall be
paid in substantially equal installments on the Company's regularly established
pay periods during the one year period (or the balance of such one year period
following any continued employment by you by the Surviving Entity) following
consummation of the Sale of Trap Rock. In addition, you shall continue to
receive medical insurance and other benefits from the Company during such period
(the "Benefit Period") as you remain unemployed, but in no event shall the
Benefit Period be longer than the period ending one year from the date of
consummation of the Sale of Trap Rock. Benefits pursuant to the immediately
preceding sentence shall be substantially comparable to those you received from
the Company prior to the Sale of Trap Rock. In furtherance and not in limitation
of the second preceding sentence, you shall be deemed to have continued your
employment with the Company at your salary effective prior to the Sale of Trap
Rock during the Benefit Period for purposes of vesting, eligibility and benefit
accrual under any applicable employee benefit plan. Severance pay pursuant to
this Agreement shall be in lieu of severance pay pursuant to any other Lone Star
severance policy.
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2. For purposes of this Agreement (i) a "Sale of Trap Rock" shall
be deemed to have occurred upon the sale of all or substantially all of the
capital stock or assets of Trap Rock (including any sale by way of merger or
consolidation), but excluding any sale to or merger or consolidation with a
wholly owned subsidiary of the Company; and (ii) "Substantially Comparable"
employment shall mean employment which (a) has an annual salary equivalent or
superior to your annual salary in effect prior to the Sale of Trap Rock; and (b)
is at a location within the same State as your State of employment prior to the
Sale of Trap Rock and no more than 25 miles from your then current employment
location.
3. This Agreement shall not confer upon you any right to
continuance of employment with the Company or Trap Rock, or with any successor
thereof (including the Surviving Entity), or in any way interfere with the right
of the Company, Trap Rock or such successor to terminate such employment.
4. This Agreement constitutes the entire agreement between the
parties and may not be changed or modified except by an agreement in writing
signed by you and the Company. The effectiveness of this Agreement shall
commence as of July 1, 1994 and shall terminate on July 1, 1996.
5. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut.
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6. This Agreement shall inure to the benefit of, and be binding
upon, any successor in interest or assign of the Company. This Agreement may not
be assigned by you without the prior written consent of the Company.
7. a. Any dispute relating to this Agreement arising
between you and the Company (or any successor or assign) shall be settled by
arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association ("AAA"). The arbitration proceedings, including the
rendering of an award, shall take place in Stamford, Connecticut (or such other
location mutually agreed upon by the Company and you), and shall be administered
by the AAA.
b. The arbitral tribunal shall be appointed within 30 days of the
notice of dispute, and shall consist of three arbitrators, one of which shall be
appointed by the Company, one by you, and the third by both you and the Company
jointly; provided, however, that, if you and the Company do not select the third
arbitrator within such 30-day period, such third arbitrator shall be chosen by
the AAA as soon as practicable following notice to the AAA by the parties of
their inability to choose such third arbitrator.
c. Decisions of such arbitral tribunal shall be in accordance
with the laws of the State of Connecticut (excluding the conflicts of law rules
which require the application of any other law). The award of any such arbitral
tribunal shall be final (except as otherwise provided by the laws of the State
of Connecticut and the Federal laws of the United States, to the
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extent applicable). Judgment upon such award may be entered by the prevailing
party in any state or Federal court sitting in Connecticut or any other court
having jurisdiction thereof, or application may be made by such party to any
such court for judicial acceptance of such award and an order of enforcement.
d. The company shall reimburse you for all costs, including
reasonable attorneys' fees, in connection with any proceeding (whether or not in
arbitration) to obtain or enforce any right or benefit under this Agreement in
which you are the prevailing party.
8. All notices, communications, etc., shall be sent to:
(a) Corporate Secretary
Lone Star Industries, Inc.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
(b) Xxxxxxxx X. Xxxxxxxxx
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Very truly yours,
LONE STAR INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Read and Agreed to:
/s/ P. P. Xxxxxxxxx
Xxxxxxxx X. Xxxxxxxxx
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