EXHIBIT 10.2
▇▇▇▇▇▇ A.S.L., LTD.
July 16, 2003
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Dear ▇▇▇:
This letter, when countersigned by you, will confirm our agreement to amend the
terms of the Company's employment agreement with you dated March 25, 2002 (the
"Original Agreement"), as amended by a letter agreement dated October 31, 2002
(the "2002 Amendment") as follows:
1. The Original Agreement, as amended by the 2002 Amendment, is
hereinafter referred to as the "Agreement". All terms used but not defined
herein shall have the respective meanings set forth in the Agreement.
2. In lieu of your right to (i) certain equity awards of restricted
stock and options pursuant to paragraph 3 of the 2002 Amendment, (ii) the
Supplemental Payment provided for in paragraph 1 and in paragraph 2 of the 2002
Amendment, and (iii) your right to severance as set forth in paragraph 4 of the
Original Agreement, in the event of a "Change of Control" (as hereinafter
defined), the Company shall pay you the following:
$500,000.00, upon the closing of the transaction which results in
such Change of Control (the "Closing"); plus
$500,000.00, within ten (10) days after a determination is made of
the Company's "Working Capital" (hereinafter defined), but in any event within
forty (40) days after the Closing; provided, however, that if the Working
Capital of the Company is determined to be in excess of $51,259,000.00, such
$500,000.00 payment shall be increased by an amount equal to five-tenths of one
percent (0.5%) of such excess; and provided, further, that if the Working
Capital of the Company is determined to be less than $51,259,000.00, such
$100,000.00 shall be reduced to $375,000.00.
"Working Capital" means, with respect to the Company and its subsidiaries: (i)
cash and restricted cash (for purposes of clarity, cash includes cash
equivalents); plus, (ii) accounts receivable, net of reserves; plus, (iii)
inventory (for purposes of clarity, for finished goods, net of reserves); plus,
(iv) piece goods at contractor (for purposes of clarity, net of reserves); plus,
(v) piece goods at AEL (for purposes of clarity, net of reserves); plus, (vi)
prepaid and other current assets (for purposes of clarity, not including income
tax refund, deferred tax asset, or any Federal or state income tax asset); less,
(vii) accounts payable (for purposes of clarity, post-petition); less, (viii)
accrued expenses and other (for purposes of clarity, not including (a) interest
payable, (b) deferred income or current portion of deferred income, and (c)
income tax payable, deferred tax liability, or any Federal or state income tax
accrual); less, (ix) revolver (for purposes of clarity, under the Company's
Post-Petition Bank Credit Agreement, cash borrowings only, and whether or not
the revolver is classified as a short term or long term liability), in each case
as determined in accordance with the Company's historical internal reporting
accounting practices, through the date of the Closing, and as reflected as a
line item on the Company's internal reporting balance sheets.
"Change of Control" has the meaning set forth in paragraph 1 of the 2002
Amendment; provided, however, that a transaction shall not be excluded from the
definition of a Change of Control solely as a result of your entering into an
agreement to become employed by an acquirer of the Company from and after the
Closing.
3. Except as expressly set forth herein, the terms and conditions of
your Agreement shall remain in full force and effect.
Please confirm your agreement to the above modifications by executing the
enclosed copy of this letter in the place provided and returning it to me.
Sincerely,
▇▇▇▇▇▇ A.S.L., Ltd.
By: /s/ ▇▇▇▇ ▇. Idol
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▇▇▇▇ ▇. Idol
Agreed:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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