AGREEMENT
WHEREAS, Precision Standard, Inc. (the "Company") and Xxxxxxx X.
Gold (the "Employee") entered into an Executive Employment Agreement ("the
Agreement") as of June 1, 1993, as amended March 11, 1994; and
WHEREAS, the Employee has agreed to sell approximately one-half
of the common stock of the Company he currently owns to Xxxxxxxxxx & Co.,
LLC and certain other investors (the "Sale"); and
WHEREAS, the Employee and the Company have come to certain
understandings as a result of the contemplated consummation of the Sale.
NOW, THEREFORE, the Company and the Employee agree as follows:
1. If the Sale is consummated, the Company agrees that the
Employee is entitled to the payments described in Section VIII E(5)(a) of
the Agreement, (payable ratably, monthly over the three years beginning as
of the first day of the month coincident with or next following the
Termination Date (as defined below) and the medical benefits described in
Section VIII F of the Agreement.
2. The Employee agrees that, to the extent the aggregate
present value of the amounts he is to receive pursuant to Paragraph 1
would constitute "excess parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986 (the "Code"), the payments
(other than the medical benefits in Section VIII F) will be reduced by the
minimum possible amount so that the aggregate present value of the
payments is $1 less than three times his "base amount" (within the meaning
of Code section 280G(b)(2)(A)). The determination of the amount to be
reduced shall be made by the Company's outside auditors, subject to review
by the Employee. The aggregate amount payable under this paragraph shall
be further reduced before payments begin by any amounts by which the
Employee is indebted to the Company as of the day immediately preceding
the Termination Date.
3. The Employee agrees that, upon the consummation of the
Sale, Section VII of the Agreement will remain in full force and effect
for the three-year period during which the Employee will receive payments
pursuant to Paragraph 1 above, provided, however, that the Employee's
obligation under such Section shall terminate if the Company fails to make
any payment required under Paragraph 1 or to provide the medical coverage
required by such paragraph and such failure continues for a period of five
business days following the Company's receipt of written notice thereof.
4. The Company and the Employee hereby waive any notice from
the other that otherwise would be required under the Agreement.
5. The Employee shall continue to act as the Chief Executive
Officer of the Company (but not as President or Chairman of the Board of
Directors) until the earlier of the date (a) which is six months from the
date on which the Sale is consummated and (b) on which a new Chief
Executive Officer is appointed to replace the Employee (the "Termination
Date"). The Employee shall continue to be paid his Annual Base Salary (as
defined in the Agreement and as in effect on September 1, 1999) from the
date hereof to the Termination Date, on the same basis as it has been paid
prior to the date hereof. During this period, the Employee shall be
entitled to participate in all employee benefit plans maintained by the
Company, to the same extent as he was on September 1, 1999.
6. Other than as expressly provided above, the Company and the
Employee agree that the Agreement shall terminate in all respects upon the
consummation of the Sale, and that the Employee's receipt of the payment
and other benefits pursuant to Paragraph 1 above shall discharge the
Company's obligation to make any future payments to the Employee under the
Agreement, including without limitation any salary, bonus, severance or
other compensatory payments under Section V or VIII of the Agreement.
7. The Company and the Employee agree that, if the Sale is not
consummated, the Agreement will continue in full force and effect without
regard to this agreement.
Agreed to this 7th day of September, 1999.
PRECISION STANDARD, INC.
By:/s/Xxxxxx X. Xxxxx
/s/Xxxxxxx X. Gold
Xxxxxxx X. Gold
