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EXHIBIT 10.8
May 18, 1998
Xxxxx X. Xxxxxxx
Executive Vice President and
Chief Operating Officer
Applied Extrusion Technologies, Inc.
0 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxxxx:
On behalf of Applied Extrusion Technologies, Inc. (the "Company"), this
letter confirms our mutual understanding that, under the terms of the Employment
Agreement dated February 1, 1996 between you and the Company (as from time to
time in effect, the "Agreement"): (i) Section 5(d) of the Agreement has been
amended to delete any and all references to your finding other employment,
including without limitation any requirement that you look for, and any
consequence of your finding, other employment, and (ii) if your employment is
terminated by the Company prior to the end of the "Employment Term" (as such
term is used in the Agreement, the "Employment Term") for any reason or for no
reason (including without limitation any such termination for a reason specified
in Section 5(a) or 5(b) of the Agreement, but excluding any such termination
pursuant to Section 5(c) of the Agreement), (a) you (or, upon your death, such
person as you shall have designated in a notice filed with the Company, or, if
no such person shall have been designated, your estate) will continue to be
entitled to the compensation and (unless you shall have died) benefits (or the
equivalent thereof in all material respects if continuation of participation in
benefit plans is not able to be continued under applicable law or benefit plan
terms) specified in the Agreement for the remainder of the Employment Term as if
such termination had not occurred (and the bonus payable to you (or, upon your
death, to such other person or your estate) pursuant to Section 4(b) of the
Agreement during such remainder of the Employment Term shall be an annual amount
(pro rated, for periods less than a year) equal to the average annual amount of
bonus paid to you over the five years immediately preceding such termination),
(b) unless such termination was for a reason specified in Section 5(a), 5(b) or
5(c) of the Agreement, beginning with the day after the last day of the
Employment Term, you will be entitled to continued payment of compensation and
provision of benefits (or the equivalent thereof in all material respects if
continuation of participation in benefit plans is not able to be continued under
applicable law or benefit plan terms) in accordance with Section 5(d) of the
Agreement until the earlier of (1) eighteen (18) months from the last day of the
Employment Term or (2)
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the date which is thirty-six (36) months after such termination of employment,
and (c) if such termination was for a reason specified in Section 5(a) or 5(b)
of the Agreement, you will, in addition, be entitled to the payments and
benefits specified in such Section on the terms and conditions set forth
therein. Notwithstanding the foregoing, if, following termination of your
employment with the Company, you shall be entitled to receive from a subsequent
employer one or more benefits comparable to those provided by the Company, the
Company shall no longer be required to provide you with such comparable
benefits.
In addition, this letter confirms the agreement between you and the
Company, as approved by resolution of the Stock Option and Compensation
Committee of the Board of Directors dated May 17, 1998, providing that, in
consideration of your continued services on behalf of the Company, in the event
of a change of control of the Company (as "change of control" is defined in
Exhibit A to the Company's 1991 Stock Option Plan for Directors, a copy of which
is attached), (i) the date which is the earliest date on which the Employment
Term may end under the Agreement will automatically be extended to the date
which is three years from the date of such change of control, (ii) all
outstanding stock options held by you will automatically vest (to the extent not
already vested) and (iii) all references in the Agreement to the termination of
your employment for "cause", and the consequences thereof, will be automatically
deleted, and any subsequent termination of your employment by the Company shall
be deemed to have been without "cause" (unless such termination is for a reason
specified in Section 5(a) or 5(b) of the Agreement).
Sincerely yours,
APPLIED EXTRUSION TECHNOLOGIES, INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx,
President and Chief Executive Officer
Agreed and accepted as of May 18, 1998
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
