Exhibit 10.12
October 9, 1998
Xx. Xxxxxxx X. Xxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Dear Xx. Xxxxxx:
Reference is hereby made to: (i) the Severance Agreement
dated June 19, 1997 (the "Agreement") between you and Insituform
Technologies, Inc. (the "Company"); and (ii) the Notice of
Termination dated as of even date herewith delivered by you to the
Company thereunder.
In connection with the foregoing, the Company and you hereby
agree as follows (capitalized terms used herein and not otherwise
defined herein, to have the same meanings ascribed to them in the
Agreement):
(a) The Company hereby acknowledges that the foregoing
Notice of Termination has been timely delivered and that, as
modified pursuant to this letter, shall for all purposes of
the Agreement be deemed to evidence termination for Good
Reason, as defined in the final sentence of Paragraph (p) of
Article I of the Agreement.
(b) Notwithstanding anything to the contrary contained
in the Agreement (including without limitation, the
provisions of clause (iii) of Paragraph (s) of Article I of
the Agreement), and without prejudice to any of your rights
under the Agreement arising from delivery of the aforesaid
Notice of Termination, the Date of Termination referenced in
the aforesaid Notice of Termination (the "Original Date of
Termination") shall, for all purposes of the Agreement
(except as set forth in the immediately succeeding
paragraph), be postponed to such date set forth in a written
notice delivered in the manner set forth in the Agreement by
the Company to you (or, such earlier date set forth in a
written notice delivered in the manner set forth in the
Agreement by you to the Company), provided that any notice as
aforesaid shall be delivered no less than 30 days prior to
the date specified therein (the postponed date as aforesaid
to be the "Postponed Date of Termination").
Xx. Xxxxxxx X. Xxxxxx October 9, 1998
Page 2 of 2
(c) Without limiting the generality of paragraph (b)
immediately preceding, you and the Company acknowledge and
agree that the lump sum cash payment required under Paragraph
(b) (i) of Article II of the Agreement shall be made within
30 days of the Postponed Date of Termination, and the
continuation of benefits required under Paragraph (b)(ii) of
said Article II shall extend through the period of three
years after the Postponed Date of Termination; it being
understood and agreed, however, that, for purposes of the
calculation of Annual Base Salary and Annual Bonus under the
Agreement, the Date of Termination shall be deemed to be the
Original Date of Termination, and the reference under said
Paragraph (b) (i) to the "current fiscal year" shall be
deemed to refer to the "fiscal year of the Date of
Termination" (with such last date deemed to be the Original
Date of Termination).
The Company and you hereby acknowledge and agree that your
entitlement to the benefits of the Agreement arising from
termination by you for Good Reason as aforesaid during the
Protected Period shall survive any Disability (or death), or any
other event, subsequent to the date hereof.
Except as stated herein, all provisions of the Agreement
shall remain in full force and effect, without modification and
without any adverse effect on any rights, benefits or privileges
conferred on you pursuant to the Agreement.
If the foregoing accurately reflects our agreement, kindly
acknowledge your acceptance hereof by countersigning the enclosed
copy of this letter in the space below provided and returning such
signed copy to the undersigned.
Very truly yours,
INSITUFORM TECHNOLOGIES, INC.
By s/Xxxxxxx X. Xxxxxx
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ACCEPTED AND AGREED:
s/Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
October 9, 1998
Insituform Technologies, Inc.
702 Spirit 00 Xxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Dear Sirs:
Reference is hereby made to the Severance Agreement dated
June 19, 1997 (the "Agreement") between you and the undersigned.
Capitalized terms utilized herein and not otherwise defined herein
shall have the respective meanings ascribed to them in the
Agreement.
This letter shall constitute a Notice of Termination pursuant
to the Agreement, notifying you of the termination by the
undersigned of his employment with the Company and its Affiliates
for Good Reason. In accordance with the Agreement, the undersigned
hereby advises you as follows:
(a) Paragraph (p) of Article I of the Agreement provides
that, "a termination by the Executive for any reason during the...
30-day period immediately following the first anniversary of the
Effective Date... shall be deemed to be a termination for Good
Reason for all purposes of this Agreement."
(b) The Effective Date occurred on October 8, 1997, as a
result of a Change of Control described in Paragraph (g)(i) of
Article I of the Agreement, upon the election to the Board of at
least two members other than pursuant to the circumstances
described under clauses (x) or (y) of said paragraph and, in
particular, pursuant to the circumstances described in the
Company's proxy statement dated August 25, 1997. Accordingly, the
termination to which this Notice of Termination relates shall be
deemed a termination for Good Reason.
(c) The Date of Termination shall be October 31, 1998 (which
is not later than 30 days after the first anniversary of the
Effective Date).
Insituform Technologies, Inc. October 9, 1998
Page Two
Please acknowledge your receipt of this letter and the Notice
of Termination herein by countersigning the enclosed copy of this
letter in the space below provided and returning such signed copy
to the undersigned.
Very truly yours,
s/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
RECEIPT ACKNOWLEDGED:
INSITUFORM TECHNOLOGIES, INC.
By s/Xxxxxxx X. Xxxxxx
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