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EXHIBIT 10.6
XXXXXXX X. XXXXXX P.O. Box 8820
President and Xxxxxx, Xxxx 00000
Chief Executive Officer Telephone: (000)000-0000
Fax: (000)000-0000
January 24, 1996
Dear :
Reference is made to the letter agreement dated May 11, 1992 (the
"Letter Agreement") between The Duriron Company, Inc. (the "Company") and you.
Subject to and effective immediately upon your execution of this letter of
amendment, the Letter Agreement is hereby amended by adding new paragraph 15
reading as follows:
15(A) In the event you defer compensation (cash or other)
pursuant to any Deferred Compensation program (as hereinafter defined)
offered by the Company and, as a result of such deferral, your "base
amount" (calculated as provided in Section 280G of the Code) shall be
less than it would be if you had not deferred any compensation, then a
calculation shall be made of the excess (the "Excess Amount"), if any,
of
(i) the greater of (x) the Net After Tax Benefit (as
defined in subparagraph 9(C)) of all Agreement Payments which
you would then be entitled to receive if you had not deferred
any compensation or (y) the Net After Tax Benefit of the
Reduced Amount which you would then be entitled to receive if
you had not deferred compensation,
over
(ii) the greater of (x) the Net After Tax Benefit of
all Agreement Payments or (y) the Net After Tax Benefit of the
Reduced Amount, with (x) and (y) of this clause (ii) being
calculated as provided in paragraph 9.
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JANUARY 24, 1996
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Notwithstanding anything else in this agreement, if there is such an
excess, the Company shall pay to you, as an additional benefit and payment, such
amount (the "Section 15 Amount") as will yield to you a net amount, after
payment of all federal, state and local income and excise taxes, equal to such
excess.
(B) As used herein, "Deferred Compensation Program" means and
includes any program established by the Company pursuant to which, at
your election, compensation otherwise payable to you on a current basis
is deferred. The Company currently has in place programs allowing for
the deferral of salary as well as amounts payable under the Annual
Incentive Compensation Plan for Senior Executives, the Long-Term
Incentive Plan, and the Equity Incentive Plan.
(C) The initial calculation of the Excess Amount and the
Section 15 Amount shall be made by the Company and furnished to you in
writing within 14 days following the Date of Termination. The Company's
calculation will be final and binding upon you unless you notify the
Company within 21 days after you receive such calculation that you
dispute the same. Within ten days after you so notify the Company, you
must deliver to the Company a statement detailing your calculation of
the Excess Amount and/or the Section 15 Amount, as the case may be. If,
within ten days after the Company receives your statement, the Company
and you are unable to agree as to the calculation, then the Company and
you shall, within three days thereafter, choose a nationally recognized
accounting firm to deliver its determination concerning the
calculation. Such accounting firm's calculation shall be delivered to
the Company and you within 20 days of its appointment and shall be
final and binding on all parties. With respect to your cost incurred in
contesting the Company's calculation, if the final calculation of the
Section 15 Amount represents an increase of more than 2% as calculated
by the Company, then the Company shall pay all reasonable costs
incurred by you with respect to such calculation; in all other cases,
you shall pay all such costs. All costs incurred by the Company in
connection with such calculation and the costs of the accounting firm's
calculation shall be borne by the Company.
(D) Pending a final and binding calculation of the Section 15
Amount, you shall have the right to require the Company to pay to you
all or any portion of the Section 15 Amount calculation by the Company
to be payable. Such payment shall be made by the Company within two
days after the date of receipt of notice from you requiring the same.
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JANUARY 24, 1996
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(E) The Company shall pay to you or for your benefit the
Section 15 Amount finally calculated to be owing (less any payment
previously paid by the Company pursuant to (D) above) within 15 days
after the date the calculation becomes final and binding in accordance
with (C) above.
(F) The provisions of this paragraph 15 shall apply
notwithstanding any other provision of this agreement, including,
without limitation thereto, the provisions of paragraph 9.
Except as set forth above, the Letter Agreement will remain in full
force and effect.
If this letter of amendment correctly sets forth our agreement on the
subject matter hereof, please so confirm by signing and returning the enclosed
copy.
Very truly yours,
THE DURIRON COMPANY, INC.
/s/ Xxxxxxx X Xxxxxx
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Xxxxxxx X. Xxxxxx
President and CEO
Enclosure
Confirmed and Agreed to:
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