EXHIBIT 10.128
ENVIROTEST SYSTEMS CORP.
0000 XXXXXXXXX XXXXX
XXXXXXXX, XX 00000
June 4, 1998
Xx. Xxxx Xxxxxxx
0000 X. XxXxxx Xxxx
Xxxxxx, XX 00000
Dear Xxxx:
This letter agreement will confirm the terms of your continued
employment with Envirotest Systems Corp. (the "Company"), effective June 4,
1998.
As of June 1, 1998, you will be appointed Vice President of Engineering
of the Company. You agree to devote your full time and attention to your
duties as Vice President of Engineering and exercise your best efforts in the
responsibilities reasonably delegated to you by the Company's management and
Board of Directors.
During your employment as Vice President of Engineering of the Company,
you will be paid an annual salary of $150,000, payable in accordance with the
Company's customary payroll practices. In addition, you will be entitled,
during your employment, to all other employee benefits commensurate with your
position as Vice President of Engineering and existing Company policy.
In the event of, prior to June 1, 1999, (i) a material diminution in
your position or duties followed by your subsequent resignation or (ii) a
termination of your employment by the Company without "Cause" (as defined
below), you will be entitled to receive a continuation of your base salary
(the "Severance Payment") and the employee benefits described above until
June 1, 1999. The Severance Payment will be payable to you in accordance with
the Company's customary payroll practices. If you elect to remain in the
employ of the Company following a material diminution in your position or
duties, your base salary would remain at $150,000 through June 1, 1999, and
your employee benefits for such period would remain as described above.
For purposes of this letter agreement, "Cause" means your (i) conviction
of a felony or (ii) gross misconduct.
2
The Company will also indemnify you, on an after-tax basis, for any
increase in federal and state income taxes you incur for your 1997 and 1998
tax year returns as a result of your reassignment from Egypt to the United
States.
This letter agreement will be governed and construed in accordance with
the laws of the State of Maryland. The terms of this letter agreement will be
binding upon and will inure to the benefit of your and the Company's
respective heirs, successors and assigns. This letter agreement constitutes
our entire agreement, and supersedes all prior agreements, with respect to
the subject matter hereof. Any amendment or modification of the terms of this
letter agreement may only be made by written amendment signed by you and the
Company. Any waiver of any provision of this letter agreement will be valid
only if in a writing which refers specifically to this letter agreement and
which is signed by the party against whom enforcement of the waiver is sought.
If you agree with the terms set forth above, please sign the original of
this letter agreement and return it to me, keeping a copy for your files. We
look forward to your continued service as part of the Company team.
Sincerely,
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------
Xxxxxxx Xxxxxxxxx
Chairman
ACCEPTED AND AGREED:
___________________________________________
Xxxx Xxxxxxx
Date: _____________________________________
