[GenTek LOGO]
November 11, 2004
Mr. Xxxxxxx Xxxxxxx
000 Xxxxxx Xxxx
Xxxxxxx Xxxxx, Xxx Xxxxxxxxx 00000
Re: Employment Letter Agreement dated March 29, 2004
Dear Rich:
This letter will confirm our understanding and agreement with respect to
certain benefits that will be provided to you in the event that there is a
consummation of an acquisition of substantially all of the assets, business
and/or common stock of GenTek Inc. (the "Company") (a "Company Sale") on or
prior to June 30, 2005 and you remain actively employed at the time of the
consummation of the Company Sale.
If, and only if, the consummation of a Company Sale occurs on or prior to
June 30, 2005, (i) upon the occurrence of such a Company Sale, your entire
"excess pension balance" ($900,000) under the Supplemental Executive Retirement
Plan (the "SERP") as described in your Employment Letter Agreement dated March
29, 2004 shall become immediately vested and be paid to you in one lump sum
within ten (10) business days following such a Company Sale, and (ii) within ten
(10) business days following such a Company Sale, the Company will pay you the
severance benefits, in one lump sum (the "KERP Payment") that you otherwise
would have been entitled to receive pursuant to Section 4.02 under the GenTek
Inc. Key Employee Retention Plan (the "KERP") if your employment had been
terminated by the Company other than for Cause following a Change in Control
consummated prior to the first anniversary of Emergence (as such terms are
defined in the KERP). For the avoidance of doubt, nothing in this letter shall
entitle you to receive a Gross-Up Payment (as defined in the KERP).
In the event that there is no consummation of a Company Sale on or prior to
June 30, 2005, the provisions of this letter agreement shall terminate and be of
no further force or effect on June 30, 2005 or, if earlier (and prior to the
occurrence of any Company Sale), the date your employment terminates for any
reason.
The SERP is hereby amended to the extent this letter agreement provides for
any modification to the vesting provisions contained in the SERP and such
amendment expires at the times set forth in this letter agreement. With respect
to the KERP, the payment of the KERP Payment hereunder shall be in full
satisfaction of any and all obligations of the Company to
make any payments to you under Section 4.02 of the KERP, and the KERP is hereby
amended, subject to the expiration provisions set forth herein, to so provide.
The SERP and the KERP, as hereby amended, shall continue in full force and
effect in accordance with their respective terms. For the avoidance of doubt,
the amendments to the SERP and the KERP shall terminate and be of no further
force or effect on June 30, 2005 or, if earlier (and prior to the occurrence of
any Company Sale), the date your employment terminates for any reason.
This agreement shall be governed, construed, interpreted, and enforced in
accordance with the substantive laws of the Delaware, without reference to the
principles of conflicts of law of the Delaware or any other jurisdiction, and
where applicable, the laws of the United States.
Please countersign a copy of this letter where indicated below and return
it to me, at which time this letter will become an amendment to your letter
agreement dated March 19, 2004.
Sincerely,
Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
Chairman, Compensation Committee
Agreed to and Accepted this 11 day of November, 2004.
Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
