EXHIBIT 10(N)
THE XXXXX COMPANY
Xxxxxxxxxx Xxxxx, Xxxxx 000
0000 Xxxxx Xxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Fax (000) 000-0000
(000) 000-0000
October 8, 1997
Xx. Xxxxx X. Xxxxxxx
C/o Carbonic Reserves
0000 Xxxxxxx Xxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: Agreement in Connection with the Sale of
the Assets of Carbonic Reserves ("Carbonics")
Dear Xxxxx:
As you know, within the next few days we expect to close the sale of
substantially all of the assets of Carbonics (the "Sale") to Airgas Carbonic
Reserves, Inc. ("Airgas"). You have advise us that you have decided not to
accept Airgas's employment offer but have instead accepted an offer to serve as
a consultant to them for a period of time.
Since your agreement with Airgas does not exactly fit with the termination
provisions set forth in that certain Change in Control Compensation Agreement
(the "Agreement") dated as of the 24th day of January, 1997, by and between you
and Carbonics, we have mutually agreed to terminate such Agreement and, in lieu
thereof, have agreed to the following:
(1) On or before the endo of the month following the closing of the Sale,
Carbonics shall pay you the sum of $64,000. The obligation for this
payment may, if desired, be assumed by The Xxxxx Company (" Xxxxx").
(2) On January 2, 1998, Carbonics shall pay you the sum of $90,000. The
obligation for this payment may, if desired, be assumed by Xxxxx.
(3) Xxxxx has agreed that, upon the closing of the Sale, the ISO Option
previously granted to you to purchase 7,500 shares of common stock
under the Xxxxx Company 1993 Stock Option Plan will become fully vested
and exercisable at the price of $2.00 per share.
(4) Your Group Health coverage under Xxxxx'x Group Health (SUBSIDIARY:
Carbonic Reserves) coverage will be continued under Cobra for a period
of up to 18 months at your election and your sole cost and expense
upon submittal of the specified monthly payment premiums when due.
(4) You will make yourself availabel to provide consultation services to
Carbonics and/or Xxxxx for a period of two (2) years following the
Sale.
(5) Any obligations by Carbonics pursuant to that certain Change in
Control Compensation Agreement dated as of the 24th day of January,
1997, by and between you and Carbonics are hereby terminated and of no
further force and effect.
This Agreement, upon acceptance by the parties, shall be binding upon and inure
to the benefit of all of the parties hereto and their respective successors and
assigns.
Sincerely,
THE XXXXX COMPANY
XXXX XXX, XX.
Xxxx Xxx, Xx., President
ACCEPTED AND AGREED TO AS OF THE 9th DAY OF OCTOBER, 1997:
CARBONIC RESERVES
By: XXXX XXX, XX.
Xxxx Xxx, Xx., Vice President
XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
