EXHIBIT 10.129
ENVIROTEST SYSTEMS CORP.
0000 XXXX XXXXX XXXXX
XXXXXXXX, XX 00000
June 4, 1998
C. Xxxxxxx Xxxxxx, Esq.
0000 Xxxx Xxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
This letter agreement sets forth the terms of your employment
arrangement with Envirotest Systems Corp. (the "Company"), and amends that
certain Separation, Release and Waiver Agreement (the "Separation
Agreement"), dated as of September 30, 1997, by and between you, the Company
and its affiliates and parents. In addition, this letter agreement amends and
restates in its entirety the letter agreement dated April 20, 1998 between
you and the Company. You shall serve as Vice President, General Counsel and
Secretary for the Company with the salary and other benefits specified in
paragraphs 1(a)-(e) and 5 of the Separation Agreement. For purposes of this
letter agreement, the "Separation Date" means the date your current
employment with the Company terminates.
You acknowledge that the Company has granted you an option to purchase
36,667 shares of the Company's Class A common stock, par value $0.01 per
share (the "Stock"), at the exercise price of $6.750 per share pursuant to a
grant letter dated February 12, 1998 and attached hereto. The Company has
taken all action required of the Company to authorize the grant of such
option and the execution and sending of such grant letter.
In the event of a "Change of Control" (as defined in such grant letter),
or, if earlier, upon your termination of your employment for any reason
(alternatively, the "Trigger Date"), the Company shall (i) pay you a cash
lump sum in the amount of $123,751.13 and (ii) provide you with the salary
and benefits specified in the first paragraph of this letter agreement for
the twelve-month period commencing on the Trigger Date.
Except as set forth herein, all terms and conditions contained in the
Separation Agreement shall continue in full force and effect.
2
Please acknowledge that this letter sets forth the correct terms of
your employment arrangements with the Company by signing below.
ENVIROTEST SYSTEMS CORP.
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Chairman
ACKNOWLEDGED AND AGREED TO:
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C. Xxxxxxx Xxxxxx
