July 1, 1997 EXHIBIT 10.9
Xxxxxxxx X. Xxxxxxxx, Xx.
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
Dear Ben:
We are delighted that you will continue to be involved with Xxxxxxxx
Manufacturing Company, Inc. (the "Company") after the recapitalization. The
purpose of this letter is to set forth certain terms of your association with
the Company. Capitalized terms used herein, but not otherwise defined, shall
have the meanings set forth in the Recapitalization Agreement dated July 1, 1997
by and among Enterprise Partners III, L.P., Enterprise Partners Associates,
L.P., Enterprise Partners IV, L.P., Enterprise Partners IV Associates, L.P,
Enterprise Management Partners Corporation, EP Texas Company LLC, Xxxxxxxx X.
Xxxxxxxx, Xx., Xxxx Xxxxxxx Xxxxxxxx, Bed Rock International, Inc., Xxxxxxxx
Manufacturing Company, Inc. and Spectrum Polymers, Ltd.
At and after the Closing Date, you shall, until determined otherwise
by the Board of Directors, be the Chairman of the Board of the Company and shall
have the responsibilities outlined in this letter. You shall also, by execution
and delivery of this letter, be deemed to have resigned as President and Chief
Executive Officer of the Company and your compensation from the Company and as
an employee or officer of Spectrum Polymers, Ltd. shall cease, except as
otherwise set forth herein.
We request your attendance in person or by telephone at all regularly
scheduled meetings of the Company's Board of Directors. You shall receive
$2,000 for your attendance at any such regularly scheduled meeting except that
you shall receive no compensation for any telephonic meeting that lasts
approximately one-half hour or less.
The Company desires that you provide consulting services to the
Company from time to time, the nature and scope of such services to be mutually
agreed between you and the Company. When, as requested by the Company, you
provide such services, you will receive a cash fee of $2,000 per day. The
Company's engagement of Bemar Construction or any other entity controlled by you
shall not be considered consulting services provided by you as contemplated
hereby unless specifically so designated in writing by the Chief Executive
Officer of the Company.
Page 2 - Xx Xxxxxxxx X. Doakocil, Sr.
The Company would like you to act as an "Ambassador" for the Company
when your schedule permits. As such, the Company would like you to attend trade
shows that benefit the Company. The Company will pay the travel costs for you
and your wife, including without limitation food, lodging and first class air
fare, for attendance at such trade shows. You and your wife will be reimbursed
for all out-of-pocket travel costs for attending such trade shows.
Any consulting services you provide will be as an independent
contractor and you will not be eligible for benefits generally available to
employees of the Company except as otherwise provided for in this letter. While
a director of the Company, you will be entitled to continue your health
insurance in accordance with the plan and Company policies as may from time to
time in effect.
Since you will remain a significant shareholder of the Company, you
will not be eligible to participate in any stock option or similar program made
available to other outside directors, provided that the Company also will not
permit any other directors of the Company having an association or affiliation
with Westar Capital, L.P. or Enterprise Partners, L.P. or their affiliates from
participating in such programs unless, provided that you are then a director,
you also participate on comparable basis in such program.
We request that as soon as convenient after the Closing Date, you
relocate your office into space leased by Bemar Construction. When convenient
in the future, the Company understands you plan to move your office off the
Xxxxxxxx campus. The Company will be pleased to pay for the reasonable costs of
your off campus relocation. Your assistant, Xx. Xxxxxx Xxxxxx, may choose to
resign and accompany you; otherwise, she will be reassigned to a comparable
position with the Company, and while an employee she shall receive no less than
her current salary without regard to any special bonus she may receive from the
Company prior to the Closing.
Page 3 - Xx. Xxxxxxxx X. Xxxxxxxx, Xx.
Very truly yours
Xxxxxxxx Holdings Inc.
By: /s/ XXXXX X. XXXXXXX
--------------------------
Xxxxx X. Xxxxxxx
President
Acknowledged and Agreed to:
/s/ XXXXXXXX X. XXXXXXXX, XX
-----------------------------
Xxxxxxxx X. Xxxxxxxx, Xx.
Dated: July 1, 1997
-------------
