EXHIBIT 10.23
AGREEMENT TO REPAY
THIS AGREEMENT is made this 7th day of March, 2001, by and between
Xxxxxx X. Xxxxxx (the "Employee") and Washington Group International, Inc.,
an Ohio Corporation (the "Company").
1. In consideration for the Employee's relocation from the Company's
Cleveland, Ohio, office to the Company's Princeton, New Jersey office,
the Employee will receive from the Company a one-time payment of One
Hundred Eighty-Five Thousand One Hundred Ninety-One Dollars and
42/100s ($185,191.42) to reflect the difference in fair market value
of housing between the two geographic areas. This payment includes a
"gross up" for federal and state income taxes and is subsequently
referred to in this Agreement as the "FMV Differential Payment." The
Employee's right to receive the FMV Differential Payment is contingent
upon the Employee promising to repay the FMV Differential Payment to
the Company under the conditions set forth in the remainder of this
Agreement.
2. If the Employee voluntarily terminates employment with the Company, or
if the Employee's employment with the Company is terminated for Cause,
within two years of the date of this Agreement, the Employee will
repay to the Company the full amount of the FMV Differential Payment
received by the Employee reduced by the product of (a) times (b),
where (a) is a fraction, the numerator of which is the number of full
months the Employee remains employed by the Company after the date of
this Agreement and the denominator which is 24, and where (b) equals
the full amount of the FMV Differential Payment. For purposes of this
paragraph, full months of employment shall be determined by measuring
from the date of this Agreement to the corresponding date in
subsequent calendar months.
3. For purposes of this Agreement, the Employee's employment with the
Company will be considered terminated for Cause if the Employee is
discharged for Cause or if the Employee resigns or quits in lieu of
being discharged for Cause. "Cause" means (i) willful and continued
failure by the Employee to perform his or her duties (except as a
direct result of the Employee's incapacity due to physical or mental
illness) after receiving notification by the Company identifying the
manner in which the Employee has failed to perform his or her duties,
(ii) willfully engaging in conduct materially injurious to the Company,
or (iii) conviction of the Employee of any felony involving moral
turpitude.
4. If the Employee terminates employment with the Company due to the
Employee's death or disability, the Employee shall have no obligation
to repay the amount of the FMV Differential Payment to the Company.
For these purposes, "disability" means any termination of employment
with the Company as a result of a physical or mental
condition that prevents the Employee from performing his or her
normal duties of employment in accordance with the following rules:
If the Employee applies for disability benefits under the Company's
disability program and qualifies for such benefits, the
Employee shall be disabled within the meaning of this paragraph. In
the absence of a Company-sponsored long-term disability program,
the Employee will be considered totally and permanently disabled
under this Agreement if, in the opinion of two doctors, one
retained by the Company and one retained by the Employee, the
Employee is considered unable to perform his or her normal duties
or employment as a result of a physical or mental condition.
Xxxxxx X. Xxxxxx (Employee)
/s/ Xxx Xxxxxx
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[Signature]
Washington Group International, Inc.
(Company)
By /s/ Xxxxx X. Xxxxx
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[Signature]
Xxxxx X. Xxxxx - Vice President
Compensation and Benefits
