December 15, 1995
[SEE SCHEDULE A]
______________________
______________________
Xxxxxx Corporation
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Dear _____:
This letter shall serve as an agreement between Xxxxxx Corporation
("Xxxxxx") and you regarding the payment of certain severance compensation in
various termination situations, all as described below:
1. If Xxxxxx terminates your employment without cause, then
Xxxxxx shall pay you within ten business days of such termination
severance compensation equal to one year of your then current base
salary.
2. If your employment is terminated without cause after a
change of control in Xxxxxx, or if you voluntarily resign your
employment after such a change in control because as a condition to
continued employment with Xxxxxx or any successor to either Xxxxxx or
any or part of its business or assets (a "Successor"), you are required
to (i) relocate outside the continental United States, (ii) relocate
within the continental United States without relocation assistance at
least equal that provided under the Xxxxxx relocation policy then in
effect, (iii) accept a reduction in your base salary, or (iv) accept a
position of lesser responsibility or authority than you had prior to the
change in control, then Xxxxxx shall pay or cause a Successor to pay you
within ten business days after the effective date of such termination or
voluntary resignation severance compensation equal to three times your
then current annual base salary less one dollar. Such payment shall be
in lieu of and not in addition to the severance compensation set forth
in the preceding paragraph.
3. If you voluntarily resign your employment after a change
in control because as a condition to continued employment with Xxxxxx or
any Successor, you are required to relocate within the continental
United States even though you are offered relocation assistance at least
equal that provided under the Xxxxxx relocation policy then in effect,
then Xxxxxx shall pay or cause a Successor to pay you within ten
business days after the effective date of voluntary resignation
severance compensation equal to one and one-half (1.5) times your then
current annual base salary. Such payment shall be in lieu of and not in
addition to the severance compensation set forth in paragraph 1 above.
For purposes of this letter agreement, the terms "termination without
cause," "cause" and "change of control in Xxxxxx" shall be defined as set
forth in Exhibit A which is attached hereto and incorporated herein.
_____________________
December 15, 1995
Page 2
The payment of severance compensation under this letter agreement would
be conditional upon your executing and delivering to Xxxxxx or a Successor
its then standard form settlement agreement and general release.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
TEXAS.
If any provision of this letter agreement is found to be illegal,
invalid or unenforceable, then such provision shall be replaced if possible
by a substitute provision as close thereto as is legal, valid and
enforceable, and in any event, the remaining provisions of this letter
agreement shall not terminate but shall be considered to continue in full
force and effect.
This letter agreement constitutes the entire agreement between Xxxxxx
and you with respect to the subject matter hereof, and it supersedes all
prior or contemporaneous negotiations, understandings and agreements, written
or oral, between us. This letter agreement may not be modified or amended or
any provision hereof waived except pursuant to a written document duly signed
by both Xxxxxx and you.
If the foregoing is acceptable to you, please sign this letter below and
return to me. A duplicate original is enclosed for your records.
Very truly yours,
XXXXXX CORPORATION
By: ____________________________
AGREED TO AND ACCEPTED:
_________________________
69100 08955 CORP 110704
EXHIBIT A
to
Letter Agreement Dated December 15, 1995
Between
Xxxxxx Corporation and
1. CAUSE. "Cause" shall mean any of the following:
(a) conduct involving moral turpitude or fraud, regardless of
the context, which conduct shall be conclusively presumed if you are
convicted of or enter a plea of NOLO CONTENDERE or similar plea as to a
crime involving moral turpitude or fraud,
(b) repeated intoxication by alcohol or drugs during the
performance of your duties,
(c) malfeasance in the conduct of your duties, including
misuse or diversion of Xxxxxx's funds, embezzlement or willful and
material misrepresentations or concealments on any reports submitted to
Xxxxxx.
(d) repeated material failure by you to perform your duties
as an officer, or
(e) material failure to follow or comply with the reasonable
and lawful directives of the Board of Directors or the written policies
of Xxxxxx.
2. CHANGE OF CONTROL IN XXXXXX. A "change of control in Xxxxxx" shall
mean any one of the following:
(a) Continuing Directors no longer constitute at least
two-thirds of the Directors constituting the Board (the terms
"Continuing Directors," "Directors," and the "Board" being used as
defined below);
(b) any person or group of persons (as defined in Rule 13d-5
under the Securities Exchange Act of 1934), together with its
affiliates, becomes the beneficial owner, directly or indirectly, of 20%
or more of Rexene's then outstanding common stock or 20% or more of the
voting power of Xxxxxx's then outstanding securities entitled generally
to vote for the election of Directors;
(c) the occurrence of or the approval by Xxxxxx's
stockholders of the merger or consolidation of Xxxxxx with any other
corporation, the sale of any substantial portion of the assets of Xxxxxx
or the liquidation or dissolution of Xxxxxx unless, in the case of a
merger or consolidation, the Continuing Directors in office immediately
prior to such merger or consolidation will constitute at least
two-thirds of the directors constituting the board of directors of the
surviving corporation of such merger or consolidation and any parent (as
such term is defined in Rule 12b-2 under the Securities Exchange Act of
1934) of such corporation; or
(d) at least a majority of the Continuing Directors in office
immediately prior to any other action taken or proposed to be taken by
Xxxxxx's stockholders or by the Board determines that such action
constitutes, or that such proposed action, if taken, would constitute, a
Change of Control of Xxxxxx and such action is taken.
For the purposes of section 2 of this Exhibit, "Board" means the board
of directors of Xxxxxx, "Director" means a member of the Board, and
"Continuing Director" means any person who is either (i) a Director on the
date hereof, or (ii) was designated as Continuing Director by a majority of
the Continuing Directors.
3. TERMINATION WITHOUT CAUSE. "Termination without cause" means any
involuntary separation for any reason except for a "cause" or a "change in
control in Xxxxxx."
-2-
SCHEDULE A
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxxxx
Xxxxx X. XxXxxxx
Xxxx X. Xxxxx
Xxxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Xxxxxxx X. XxXxxxx
