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EXHIBIT 10.34
X. X. XXXXXX P.O. Box 8820
President and Xxxxxx, Xxxx 00000
Chief Executive Officer Telephone: (000) 000-0000
Fax: (000) 000-0000
September 11, 1995
Xx. Xxxxx X. Xxxx
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Xxx:
This will confirm the agreement between you and The Duriron
Company, Inc. ("Duriron") made under the following circumstances.
1. Duriron today has entered into an Agreement and Plan of
Merger (the "Merger") with Durametallic, Inc. which will have
the effect of making Durametallic, Inc., a wholly-owned
subsidiary of Duriron upon completion of the Merger.
2. The completion of the Merger is contingent upon the approval
of the shareholders of both Duriron and Durametallic and
certain other factors.
3. Assuming the completion of the Merger, you desire to formally
confirm the respective rights and responsibilities of you and
Durametallic under certain agreements which you executed with
Durametallic prior to the Merger.
4. You have also agreed to perform certain additional consulting
services directly for Duriron after completion of the Merger
in return for the following defined additional considerations.
Accordingly, in consideration of the premises and mutual promises
contained herein, you and Duriron agree as follows:
1. Duriron agrees that it will cause Durametallic, after the Merger, to
honor the Executive Severance Agreement (the "Severance Agreement")
between you and
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Xx. Xxxxx X. Xxxx
September 11, 1995
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Durametallic dated January 6, 1994 subject to the following deletion
to this agreement with which you concur.
a. Section 4(b) shall be deleted (which would have the
effect of accelerating the vesting of shares of
Durametallic common stock granted to you under the
Durametallic's Executive Incentive Bonus Plan).
2. Duriron also understands that you will retire effective April
12, 1996 with such retirement, being treated, for purposes of
the Severance Agreement, as a resignation for "good reason"
under the terms of the Severance Agreement. Upon such
retirement, Duriron will cause Durametallic to pay the
benefits contemplated under the Severance Agreement in
accordance with its terms because Duriron acknowledges that
your duties as CEO of Durametallic will be inherently and
unavoidably reduced by reason of the Merger.
3. Duriron agrees that it will cause Durametallic to honor the
"Senior Executive Death Benefit Agreement" dated April 12,
1991 between you and Durametallic in accordance with its
terms, subject to the following exception with which you
concur.
a. Clause 4 of this agreement shall be deleted (which would
require Durametallic to purchase and maintain insurance
policies to assist in funding the death benefit
described in this agreement).
4. Duriron agrees that it will honor the "Consulting Agreement"
dated April 12, 1991 with you in accordance with its terms.
5. In addition, you and Duriron agree that you provide special consulting
services to the Chief Executive Officer of Duriron directly in connection
with the successful integration of Durametallic into Duriron after the
Merger. Furthermore, you will provide personal consulting to him in
connection with the management of Durametallic during the term of the
Consulting Agreement in a scope beyond that contemplated under the current
Consulting Agreement. You further agree that you will, at the option of
Duriron, agree to remain in the capacity as Chairman of Durametallic, for
at least three years subsequent to your retirement. In return, Duriron will
purchase for you a life insurance policy selected by Duriron with a death
benefit in the amount of $5 million, which will be paid to your life
insurance trust upon the death of you and your wife, whichever occurs last.
The policy would be contingent upon you and
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Xx. Xxxxx X. Xxxx
September 11, 1995
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your wife passing the insurer's medical examination and
otherwise complying with its requirements and other coverage
preconditions. In addition, the death benefit will be
contingent upon the insurer paying all dividends contemplated
under the program, which Duriron cannot assure. The exact
terms of the policy shall be in accordance with those issued
by the insurer. Duriron's obligation to continue to provide
this compensation to you will be terminated if you willfully
refuse to perform such consulting services or service as
Durametallic Board Chairman without good reason (such as a
medical disability).
6. In the event that this Merger is not completed by December
31, 1995 or such other date as may be mutually agreed between
Duriron and Durametallic, this letter agreement shall be null
and void.
Xxx, we are happy that we are able to work out these details with
you, and we look forward to working with you subsequent to the Merger.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
X. X. Xxxxxx
ACKNOWLEDGED AND AGREED:
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
September 11, 1995
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