Exhibit 10(p)
to Form 10-K
[COMPANY LETTERHEAD]
March 2, 1998
--------------------
A.P. Green Industries, Inc.
Green Boulevard
Mexico, Missouri 65265
Dear _______:
This letter will confirm our agreement with respect to the severance
benefits to which you are entitled in the event that a Change In Control (as
defined below) of A.P. Green Industries, Inc. (the "Company") occurs on or
before June 1, 1998 and your employment by the Company and/or its successor(s)
is thereafter terminated, as described further below. This letter contains the
entire agreement between us in respect of the severance benefits to which you
are entitled in the event that a Change In Control occurs on or before June 1,
1998 and supersedes all prior oral or written understandings, arrangements and
agreements between us in connection with respect to such matters, specifically
including the Company's Permanent Lay-Off Guidelines, dated April 1, 1997.
In the event a Change In Control occurs on or before June 1, 1998 and
your employment is terminated within one (1) year of the date that such Change
In Control occurs, you will be entitled to your full base salary through the
date of termination at the rate in effect at the time you receive notice of such
termination, plus a cash payment for any vacation earned but not taken. In
addition, unless your termination is due to your death, "Disability" (as defined
below) or retirement, or is by the Company for "Cause" (as defined below), or is
a result of your voluntary resignation for other than "Good Reason" (as defined
below), in lieu of any further salary payments for periods subsequent to the
date of termination, the Company shall pay to you as severance pay on or before
the fifth (5th) day following the date of termination (i) a lump sum amount
equal to the sum of: (a) an amount equal to ________ (__) time(s) your then
________ [annual base salary/weekly base salary, computed at 1/52 of your then
annual salary], and (b) in the event that your employment is terminated by the
Company with less than two (2) weeks notice, an amount equal to _____ (__)
time(s) your then _______ [weekly/annual] base salary, subject to withholdings
for any required tax or other deductions, and (ii) for a period of _______ (__)
[year/month(s)] following the date of termination, you will be entitled to
continue to participate in the Company's health insurance and medical plans on
the same basis as you participated in such plans prior to the Change In Control,
including with respect to the relative percentage of the cost of coverage
payable by employees of the Company.
For purposes of this letter, the following terms will have the
following meanings:
"Change In Control" shall mean: (i) a change in control of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); provided, however, that a Change In Control shall
be deemed to have occurred if (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding securities or (b) on or
before June 1, 1998, individuals who at the beginning of such period constitute
the Board of Directors of the Company cease for any reason to constitute at
least a majority thereof; (ii) a consummation of (a) any consolidation or merger
of the Company in which the Company is not the continuing or surviving
corporation pursuant to which shares of the common stock of the Company would be
converted into cash, securities or other property or (b) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (iii)
approval by the stockholders of the Company of any plan or proposal for the
liquidation or dissolution of the Company.
"Disability" shall mean that you are unable to perform the services
required of you hereunder on a full-time basis for a period of 180 days or more
by reason of a physical and/or mental condition certified by a physician
selected by the Company and reasonably acceptable to you or your legal
representative.
"Cause" shall mean termination upon (i) the willful and continued
failure by you to substantially perform your duties (other than any such failure
resulting from incapacity due to physical or mental illness) after a demand for
substantial performance has been delivered by the Chief Executive Officer of the
Company or his duly appointed representative, which specifically identifies the
manner in which it is believed that you have not substantially performed your
duties, or (ii) the willful engaging by you in misconduct which is materially
injurious to the Company.
"Good Reason" shall mean resignation subsequent to a Change In Control
of the Company based upon: (i) a reduction by the Company in your base salary as
in effect on the date hereof or as the same may be increased from time to time;
(ii) a failure by the Company to continue any bonus plans in which you are
presently entitled to participate as the same may be modified from time to time
but substantially the same in form and substance as currently in effect or a
failure by the Company to continue your participation in any bonus plans on at
least the same basis as you presently participate in accordance with any such
bonus plans; (iii) the Company's failure to pay your moving expenses in
connection with the Company's request that you relocate; (iv) the failure by the
Company to continue in effect any benefit or compensation plan, stock ownership
plan, stock purchase plan, stock option plan, life insurance plan, health and
accident plan or disability plan in which you were participating at the time of
the Change In Control (or plans providing you with substantially similar
benefits), the taking of any action by the Company which would adversely affect
your participation in or deprive you of any material fringe benefit enjoyed by
you at the time of such Change In Control, or the failure by the Company to
provide you with the number of paid vacation days to which you were then
entitled in accordance with the Company's normal vacation policy in effect on
the date hereof.
If the foregoing correctly sets forth the understandings between you
and the Company with respect to any severance benefits to which you may be
entitled upon a Change In Control of the Company prior to June 2, 1998, please
evidence such by executing the enclosed duplicate copy of this letter in the
place provided and return the same to me.
Sincerely,
A.P. GREEN INDUSTRIES, INC.
By:___________________________________
Xxxx X. Xxxxxx XX
President and Chief Executive Officer
AGREED TO AND ACCEPTED:
