Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901
Exhibit
10.2
Xxx
Xxxxxxxx Xxxxxx
Xxxxxxxx,
Xxxxxxxxxxx 00000
August
26, 2009
Xx.
Xxxxxxxx XxXxxxx
00
Xxxxxxxxx Xxxxx
Xxxxxxxxxxx
XX 00000
Dear Xx.
XxXxxxx:
Reference is made to the Employment
Agreement dated as of December 1, 2006, between Stamford Industrial Group, Inc.
(the “Company”) and you (the “Original Agreement”). Capitalized terms
used but not otherwise defined herein shall have the meanings set forth in the
Original Agreement.
WHEREAS, the
Board of Directors of the Company has determined that in recognition of the
challenges facing the Company at this time, appropriate steps should be taken to
reinforce and encourage your continued employment with the Company by providing
you with the severance benefits set forth herein in the event your employment
with the Company is terminated without cause pursuant to Section 7(c) of the
Original Agreement.
NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth in this letter
agreement, the Company and you hereby agree as follows:
The Original Agreement is hereby
amended, effective as of August 26, 2009, as follows:
1. The
Term of the Original Agreement is hereby amended and shall hereinafter continue
(i) subject to termination without cause at any time by the Company or the
Employee, immediately upon written notice to the other party, or (ii) until
otherwise terminated pursuant to Section 7 of the Original
Agreement.
2. Section
1 of the Original Agreement is hereby amended by deleting from the first
sentence thereof the words “on the third anniversary of Commencement Date (the
“Term”), subject to earlier termination as provided herein” and replacing such
words with these words: “until the termination of employment” as
provided herein (the “Term”)”.
3. Section
7(d) of the Original Agreement is hereby deleted in its entirety.
4. In
the event of the termination by the Company of the Employee’s employment without
cause pursuant to Section 7(c) of the Original Agreement, the Employee shall be
paid the Severance Payment which shall be equal to (i) six months of Base
Compensation payable in one lump sum, and (ii) six months of health benefits
coverage comparable to the benefits the Company has in effect for its senior
executive officers on the effective date of any such termination or at the
option of the Employee or the Company, the equivalent cost to the Company of
such six months of coverage payable in one lump sum. The Severance
Period shall be six months from the effective date of such
termination.
5. The
Company’s obligation to make the Severance Payment in the event of the
termination by the Company of the Employee’s employment without cause, shall be
subject to the Employee: (a) observing the covenants set forth in Section 5(d)
(Non-Competition) and Section 5(e) (Non-solicitation) of the Original Agreement
during the Severance Period; (b) making himself reasonably available to and
cooperating with the Company at reasonable times during any such Severance
Period to assist with transition issues, or in defending any claims asserted
against the Company with respect to which the Employee has material knowledge or
information; and (c) entering into a customary separation agreement (the
“Separation Agreement”) with the Company, providing for, among other things, a
release of any and all claims the Employee may have against the Company and a
non-disparagement covenant. The Company shall cover reasonable out of
pocket expenses incurred by the Employee pursuant to Section 5(b) in accordance
with its customary reimbursement policies and practices. The Severance Payment
is due and payable immediately upon the expiration, without exercise, of any
revocation provision of the Separation Agreement.
6. For
avoidance of doubt: The provisions of Section 5(a) (Confidentiality),
Section 5(d) (Non-Competition), Section 5(e) (Non-solicitation), Section 5(f)
(Non-Disparagement) and 6 (Remedies) shall survive the end of the Term and
remain in full force and effect as provided in the Original Agreement and the
terms hereof, it being understood that the phrase “termination of
this Agreement” or any similar phrase used in the aforesaid sections of the
Original Agreement shall mean (i) the date of termination pursuant to
paragraph 1 hereof or (ii) any termination date pursuant to
termination in accordance with the provisions of Sections 7(a), (b), (c)
and (e) of the Original Agreement.
7. Section
5(d) of the Original Agreement is hereby amended by adding the following
sentence:
“For the purposes of this Section 5(d),
the phrase “any business competitive with or substantially similar to that
engaged in by the Company” shall mean any business acquired by the Company
during the Term or engaged in by the Company and its subsidiaries during the
Term including the manufacture of steel counter-weights and structural weldments
that are incorporated into a variety of industrial equipment, including aerial
work platforms, cranes, elevators and material handling equipment.”
8. The
Original Agreement shall continue in full force and effect, except as amended
herein.
[signature
page follows]
Kindly sign where indicated below to
confirm your agreement with the forgoing and return the signed copy of this
letter to me.
Very truly yours,
By: /s/ Xxxxxx X.
Xxxxxxx
Xxxxxx X. Xxxxxxx,
Non-Executive Chairman of theBoard of
Directors
Confirmed
and Agreed:
/s/
Xxxxxxxx
XxXxxxx
Xxxxxxxx XxXxxxx
