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EXHIBIT 10.12
[XXXXXXX & XXXXXX LETTERHEAD]
April 7, 2000
Mr. Xxxxxxx Xxxxxx
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In re: Employment Transition and Employment Agreement Benefits
Dear Xxxx:
This letter confirms our recent conversations about the transition of
your position with the Company to a successor, your return to the United States
and the compensation and benefits the Company has agreed to provide to you
pursuant to your Amended and Restated Employment Agreement with the Company.
Your active employment with the Company will terminate effective as of
June 30, 2000. Until June 30, 2000 (the "Transition Period"), you will remain in
Weisbaden and be available on reasonable notice and at reasonable times during
normal business hours (i) to furnish such transition, advisory and consulting
services to the Company and your successor as the Company may call upon you to
furnish and (ii) to call upon such customers as the Company may request you to
visit. It is anticipated that you will relocate to the United States upon the
expiration of the Transition Period. In consideration of your service to the
Company during the Transition Period, we have agreed that you will receive your
normal base salary and benefits and a bonus under the Company's Executive
Incentive Compensation Plan of $87,500. The bonus will be paid to you on or
before December 31, 2001.
During the period commencing July 1, 2000 and ending June 30, 2001, you
will be available to provide such limited advisory or consulting services to me
in connection with the Company's business and affairs as I may reasonably call
upon you to furnish, it being understood that you will be available during this
period on reasonable notice and at reasonable times for periodic consultations,
either in person or by telephone. During this period, you will (i) receive your
base salary in accordance with Section 3(a) of your Employment Agreement, (ii)
continue participation in all employee benefit programs of the Company from time
to time generally in effect for executive officers of the Company, as provided
in Section 4(a) of your Employment Agreement and (iii) continue to accrue
benefits under the Company's Pension Account Plan, Personal Savings Plan, Shadow
Savings Plan and Shadow Pension Account Plan (collectively, the "Plans"). You
will also receive tax assistance and tax equalization benefits under the
Company's expatriate policy for the 2000 tax year. You would not participate in
the Executive Incentive Compensation Plan for this period. In addition, you
would not be provided the use of a Company automobile or receive reimbursement
of club dues following your return to the United States. All vested and accrued
benefits earned by you under the Plans will be paid to you as soon
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Mr. Xxxxxxx Xxxxxx
April ____, 2000
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as administratively practicable after June 30, 2001. The Company will pay you
from its assets the aggregate amount of any accrued benefits earned by you under
the Plans which are not vested as of June 30, 2001 and which are forfeited by
reason of the Plans' vesting schedules.
The Company will reimburse you for all reasonable expenses incurred by
you and your family in relocating to Maine, including the costs associated with
shipping your automobile to Maine and the transfer of your furniture from
storage in Michigan to Maine.
All options granted to you under the Xxxxxxx & Xxxxxx Corporation 1993
Employee Stock Option Plan and the Xxxxxxx & Xxxxxx Corporation 1994 Employee
Stock Option Plan will become fully vested no later than June 30, 2000. The
period during which you may exercise the options will expire upon the earlier of
(i) the original expiration date of the options or (ii) June 30, 2001.
The covenant in Section 8(c) of your Employment Agreement regarding
nondisclosure of confidential information and trade secrets of the Company will
continue to apply to you. The non-competition covenant in Section 8(b) of your
Employment Agreement will continue to apply to you until December 31, 2001. In
addition, you covenant and agree that during the period commencing as of the
date hereof and ending December 31, 2001, you will not (a) solicit, employ or
otherwise engage as an employee, independent contractor or otherwise, any person
who is or was an employee of the Company or any of its subsidiaries at any time
on or after February 1, 2000 or (b) induce or attempt to induce any employee of
the Company or any of its subsidiaries to terminate such employment.
If this letter accurately sets forth our understanding on these
matters, please so indicate by signing and returning to me the enclosed copy of
this letter.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman and Chief Executive Officer
Agreed and Accepted:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
April 7, 2000
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