TRANSACTION BONUS AGREEMENT BY AND BETWEEN SEQUA CORPORATION AND ROBERT F. ELLIS (WARWICK INTERNATIONAL GROUP LIMITED)
Exhibit
10.4
BY
AND BETWEEN
SEQUA
CORPORATION AND
XXXXXX
X. XXXXX
(WARWICK
INTERNATIONAL GROUP LIMITED)
Sequa
Corporation and its affiliates, subsidiaries, divisions, successors and assigns
(collectively, the “Company”) and Xxxxxx X. Xxxxx (the “Employee”) enter into
this Transaction Bonus Agreement (the “Agreement”) made this 5th day of
September,
2007, the terms and conditions of which are set forth below.
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1.
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Transaction
Bonus
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The
Company shall pay the Employee a transaction bonus in the amount of $853,400,
provided that (1) there is a “Change in Control” (as defined below) of Warwick
International Group Limited (“Warwick”) that occurs on or before December 31,
2008, and (2) the Employee remains in the employment of the Company until the
Change in Control. Such transaction bonus shall be paid to the
Employee in a single lump sum within fifteen (15) days after the Change in
Control. For purposes of this Agreement, “Change in Control” means
any transaction pursuant to which (a) any one person, or more than one person
acting as a group, acquires ownership of stock of Warwick that, together with
stock held by such person or group, constitutes the total fair market value
or
total voting power of the stock of Warwick or (b) any one person, or more than
one person acting as a group, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person or
persons) all or substantially all of the business and assets from Warwick;
provided, however, that a transfer of assets to an entity that is controlled
by
the shareholders of Warwick or their affiliates immediately after the transfer
shall not constitute a Change in Control for purposes of this
Agreement. The transaction contemplated by that certain Agreement and
Plan of Merger dated as of July 8, 2007 by and among Blue Xxx Acquisition
Corporation, Blue Xxx Merger Corporation and Sequa Corporation shall in no
event
constitute a Change in Control for purposes of this Agreement.
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2.
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Withholding
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The
Company shall withhold from the bonus payment described in Section 1 of this
Agreement, amounts of withholding and other taxes due in connection with such
payment.
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3.
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Governing
Law and Choice of
Forum
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This
Agreement shall be governed and construed in accordance with the laws of the
State of New York without regard to its conflict of laws
provisions.
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4.
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Modification
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No
modification of this Agreement shall be valid unless made in writing wherein
specific reference is made to this Agreement and signed by both parties
hereto.
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5.
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Binding
Effect
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This
Agreement shall be binding upon the Employee, the Employee’s heirs, executors
and administrators and shall inure to the benefit of the
Company. This Agreement shall be binding upon the Company (including
its successors and assigns). This Agreement may not be assigned by
Employee, but may be assigned by Sequa Corporation to a purchaser of its
business or assets.
| 6. | Confidentiality |
Employee agrees that the terms of this Agreement are strictly confidential and he or she, without the prior written consent of the Company, shall not disclose in any way to any third person the terms and conditions of this Agreement. Nothing in this section shall be construed to prohibit the disclosure of such information by Employee to his immediate family members or to any legal or financial advisor, provided that persons to whom the disclosure is being made agree to be bound by the confidentiality provisions of this section. Nothing in this section shall be construed to prohibit the disclosure by Employee of such information as may be required by law.
IN
WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Agreement, as of the date first written above.
EMPLOYEE
/s/
Xxxxxx X.
Xxxxx
Xxxxxx
X.
Xxxxx
SEQUA
CORPORATION
By: /s/
Xxxxxx Xxxxxxxxx
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