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EXHIBIT 6
[XXXXXX LETTERHEAD]
[XXXXXX LOGO]
June 9, 1999
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxx 00000
Dear Xxx:
We are pleased you will be joining The Xxxxxx Corporation ("Xxxxxx") as
its Vice Chairman prior to commencing your full-time duties as Chairman and
Chief Executive Officer of Xxxxxx on October 1, 1999. This letter agreement
("Agreement") outlines the terms and conditions of your employment as Vice
Chairman of Xxxxxx until the termination of this Agreement on September 30,
1999. Any capitalized terms used which are not defined in this Agreement shall
have the meanings assigned to them in the employment agreement executed between
you and Xxxxxx on the same date as this Agreement is executed ("Employment
Agreement").
1. Term of Employment. The term of your employment under this Agreement
shall commence on your execution and acceptance of this Agreement (the
"Effective Date") and end on September 30, 1999 (the "Term"), unless earlier
terminated by Xxxxxx.
2. Position, Duties and Responsibilities.
(a) You shall serve as the Vice Chairman of Xxxxxx'x board of
directors (the "Board") and shall have and perform such duties,
responsibilities, and authorities as are customary for the Vice Chairman of the
Board of corporations of similar size and businesses as Xxxxxx, as they each
may exist from time to time and as are consistent with such positions and
status.
(b) Anything herein to the contrary notwithstanding, nothing in this
Agreement shall preclude you from (i) continuing your service as a trustee for
the Xxxxxxxx estate during the Term, (ii) serving on the boards of directors of
a reasonable number of other corporations or the boards of a reasonable number
of trade associations and/or charitable organizations, provided that you notify
the Board prior to accepting any such position, (iii) engaging in charitable
activities and community affairs, and (iv) managing your personal investments
and affairs, provided that such activities do not materially interfere with the
proper performance of your duties and responsibilities under this Agreement.
3. Base Salary. During the Term, Xxxxxx shall pay you a salary, payable in
accordance with the regular payroll practices of Xxxxxx, of $5,000 per month,
such salary to be paid pro rata for any partial months.
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4. Incentive Grants. On the Effective Date, you shall receive the
following:
(a) 150,000 shares of non-qualified stock options ("Stock Options"),
at the market price of Xxxxxx stock on the Effective Date. The Stock Options
shall have a term of 10 years, and shall vest 25% on each of the first through
fourth anniversaries of June 9, 1999; and
(b) 150,000 shares of restricted stock, which shall vest 25% on each
of the first through fourth anniversaries of June 9, 1999.
5. Purchase of Primary Residence by Xxxxxx.
(a) Xxxxxx agrees to purchase your primary residence located at 0000
Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxx (the "Residence") for the greater of (i) the
actual cost of the Residence, as evidenced by you to Xxxxxx'x reasonable
satisfaction, or (ii) the fair market value of the Residence, as determined by
a qualified appraiser selected by Xxxxxx and reasonably acceptable to you. The
closing of such purchase by Xxxxxx shall be completed no later than January 7,
2001.
(b) In the event that you are deemed to owe any income tax to any
taxing authority as a result of the sale of the Residence by you to Xxxxxx
("Excess Income Tax"), Xxxxxx will pay to you an additional amount ("Gross-Up
Payment") such that, after the payment by you of all taxes (including without
limitation all income and employment tax and the Excess Income Tax and treating
as a tax the lost tax benefit resulting from the disallowance of any deduction
by virtue of the inclusion of the Gross-Up Payment in your adjusted gross
income), and interest and penalties with respect to such taxes, imposed upon
the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the
Excess Income Tax.
6. Change of Control. In the event that a Change of Control of Xxxxxx
occurs during the Term (except with a "going-private" transaction), and
thereafter your employment is terminated by you or by Xxxxxx (or the acquirer)
for any reason, you shall be entitled to the benefits contained in Section
10(e) of the Employment Agreement ("Severance Payments"). Such Severance
Payments shall be instead of, and not in addition to, all other severance
payments to which you would otherwise be entitled pursuant to the Employment
Agreement.
7. Employee Benefit Programs. During the Term, except as otherwise noted
below, you shall be entitled to participate in such employee pension and
welfare benefit plans and programs of Xxxxxx as are made available to Xxxxxx'x
employees generally.
8. Additional Relocation Reimbursement. In the event that your actual
moving expenses are not fully covered by Xxxxxx'x relocation benefits, Xxxxxx
shall reimburse any and all uncovered amounts to you. In the event that you are
deemed to owe any income tax to any taxing authority as a result of the payment
to you by Xxxxxx of such relocation expenses ("Moving Expense Tax"), Xxxxxx
will pay to you an additional amount ("Gross-Up Payment") such that, after the
payment by you of all taxes (including without limitation all income and
employment tax and the Moving Expense Tax and treating as a tax the lost tax
benefit resulting from the disallowance of any deduction by virtue of the
inclusion of the Gross-Up Payment in your adjusted gross income), and interest
and penalties with respect to such taxes, imposed upon the Gross-Up Payment,
you retain an amount of the Gross-Up Payment equal to the Moving Expense Tax.
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9. Failure to Commence Duties. In the event of Executive's (i) death, (ii)
disability, or (iii) termination of employment by Xxxxxx prior to October 1,
1999 for any reason other than Executive's refusal to assume and perform his
duties as Chairman and Chief Executive Officer. Executive shall be entitled to
the vesting of 37,500 stock options and shall have 90 days to exercise such
options. All other stock options and restricted stock shall be canceled.
10. Confidentiality; Litigation Cooperation; Non-disparagement. Throughout
the Term of this Agreement, you shall be bound by the covenants contained in
Sections 11, 12, and 13 of the Employment Agreement.
11. Assignability; Binding Nature. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors, heirs
(in your case) and permitted assigns.
12. Governing Law/Jurisdiction. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of Delaware without
reference to the principles of conflict of laws.
13. Counterparts. This Agreement may be executed in two or more
counterparts.
14. Survival. If a Change of Control occurs during the Term, the
provisions of Section 6 shall survive this Agreement, and be binding upon
Xxxxxx and its successors and assigns.
If the above terms are acceptable to you, please execute and return an
original copy of this agreement to Xxxxxx. We are looking forward to working
with you.
THE XXXXXX CORPORATION
By: /s/ E.T. Xxxxxxxx, Xx.
____________________________________
Name: E.T. Xxxxxxxx, Xx.
Title: Chairman and Chief Executive Officer
Accepted:
/s/ Xxxxxx X. Xxxxxxx
_________________________________________
Xxxxxx X. Xxxxxxx
Date: June 9, 1999
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THE XXXXXX CORPORATION
000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000
Telephone: (000) 000-0000
[Xxxxxx LOGO]
August 12, 1999
Xx. Xxxxxx X. Xxxxxxx
Vice Chairman
The Xxxxxx Corporation
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxx:
You are a party to two employment agreements with Xxxxxx, each dated June 9,
1999. The term of the first agreement (the "Letter Agreement") commenced on June
9, 1999. The term of the second agreement (the "Agreement") will commence on
October 1, 1999. This letter confirms that Section 17 of the Agreement (entitled
"Excise Tax Gross-Up") will apply to any "payment" (as defined more fully in
Section 17 of the Agreement) to which you become entitled during the term of
either the Letter Agreement or the Agreement.
Very truly yours,
THE XXXXXX CORPORATION
/s/ E. T. Xxxxxxxx, Xx.
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By: E. T. Xxxxxxxx, Xx.
Its: Chairman and Chief Executive Officer
