Dravo Letterhead
3600 One Oliver Plaza
Pittsburgh, PA 15222
412 566 3076
September 15, 1997
Mr. Carl A. Gilbert
C/O Dravo Corporation
3600 One Oliver Plaza
Pittsburgh, PA 15222-2682
Dear Carl:
To help ensure your continued dedication as an employee of Dravo
Corporation (the "Company"), the Company desires to provide for, among other
things, the payment of two years' compensation and benefits if your employment
is terminated by the Company without cause. In exchange for this assurance, you
are willing to agree to not compete with the Company for two years after the
termination of your employment and to surrender your existing Change in
Control Agreement. The following sets forth the details of this agreement.
1. Salary and Benefit Continuation. The Company agrees that if your
employment with the Company is terminated by the Company without cause, the
Company will continue to pay your salary and provide for your benefits for two
years following the date of termination as if you were still an employee of the
Company (including for purposes of eligibility, coverage, vesting and benefit
provisions under the Company's benefit plans) during that period. You are not
required to mitigate this payment by seeking other employment and these
amounts are payable to your estate if you die during the two year period.
2. Stock Options. The Company agrees that if your employment with
the Company is terminated by the Company without cause, you will continue to
hold all stock options and restricted stock held by you on the date of your
termination as if you were an employee of the Company for two years thereafter,
and at the end of that two year period, you will be deemed to have retired from
the Company for purposes of the plans pursuant to which the stock options and
restricted stock were issued.
3. SERP and EBP. The benefits credited to you under the
Company's Supplemental Executive Retirement Plan (SERP) and the Executive
Benefit Plan (EBP) (including any additional age and service credit by reason
ofthe benefit continuation under paragraph 1 of this letter) shall be fully
vested and nonforfeitable through the date of any adverse amendment or
termination of those plans, provided, that you will not be entitled to any
benefits under those plans if your employment is terminated by the Company
for cause. In addition, your "retirement" under the EBP is deemed to be
approved by the Board's Compensation Committee. The Company will pay benefits
under the SERP and the EBP in accordance with the terms of those plans, but if
your salary is continuing under paragraph 1 of this letter, the Company will
begin to pay benefits under the SERP and EBP at the end of your two year salary
continuation period. Further, if your salary is continuing under paragraph 1 of
this letter, you may
elect, during the first 12 months following your termination, to receive a
lump sum of your SERP and EBP benefits at the end of your two-year salary
continuation period.
4. Noncompete. You agree that for a period of two years after the
termination of your employment with the Company for any reason, you will not
have an ownership interest in or render services to (as an employee, consultant
or otherwise), any company that is engaged in (a) the mining, production,
marketing and sale of limestone or lime, including those companies listed on
Exhibit A and their affiliates, or (b) in the research and development,
marketing and sale of technologies for utilizing limestone or lime. The former
restrictions will apply anywhere the Company is or is then contemplating doing
business and the latter restrictions will apply throughout the world. You agree
to notify the Company of any employment you take during that two year period and
you agree that if you breach this paragraph, the Company can seek an injunction
to prevent you from working at that job, cease the payment of any compensation
and benefits under paragraph 1 and sue you for damages. During this two year
period, you also agree not to solicit for hire any employees of the Company or
its subsidiaries.
5. Definitions. For purposes of this letter, you may be
terminated for "cause" only if the Board (nonemployee directors only)
unanimously determines that you have (i) deliberately and intentionally engaged
in gross misconduct that is intentionally and demonstrably harmful to the
Company, or (ii) you have been convicted of a felony. Further, for purposes of
this letter, you will be deemed to have been terminated by the Company without
cause if you terminate your employment a reasonable time after and because (i)
the Company takes action which results in a material and continuing diminution
in your status as an officer of the Company, (ii) the Company requires you to
relocate your office more than 30 miles, or (iii) the Company reduces your
overall level of compensation (other than as part of a reduction applicable to
all salaried employees of the Company generally), or (iv) a company that
acquires the Company by merger, acquisition of assets or otherwise does not
expressly assume the Company's obligations under this letter agreement at or
prior to the closing of the transaction.
6. Disputes. Disputes under this letter agreement (other than the
Company's enforcement of paragraph 4 in equity) will be resolved by
submitting the matter to binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association in
Pittsburgh, Pennsylvania. If you are required to bring or defend an action
against the Company under this Agreement, the Company will pay your
reasonable legal fees if you are successful. Before the Company is
required to pay you any amounts under this letter agreement, the Company
may require you to execute a reasonable release of any claims you may
have against the Company (other than under this letter agreement).
7. Taxes. You will be responsible for the payment of all taxes on any
payments you receive under this letter agreement, provided, that the Company
will make you whole for taxes under Section 4999 of The Internal Revenue
Code, or any successor provision, if any.
8. Summary. A summary of the compensation and benefits
that are intended to be paid or
provided to you under this letter agreement (which replaces the Change of
Control Agreement to which you are currently a party) and under the Company's
other benefit plans in certain circumstances is attached as Exhibit B.
The Company intends to be legally bound by this letter agreement. If
you agree with the terms of this letter and intend to be legally bound by it,
please sign this letter where indicated below and return it to the Secretary of
the Company. The additional enclosed copy of this letter is for your files.
Thank you for your continued service to Dravo.
Very truly yours,
DRAVO
CORPORATION
By: s/s JAMES J. PUHALA
James J. Puhala
Vice President,
General
Counsel and
Secretary
September 15,
1997
Accepted and Agreed:
s/s CARL A. GILBERT
Carl A. Gilbert
Date: SEPTEMBER 15, 1997
EXHIBIT A
AP Green Industries, Inc.
Ash Grove Cement Co.
Austin White Lime Co.
Bellefonte Lime Company
Blue Circle, Inc.
Calco, Inc.
Carmeuse (Marblehead Lime)
Cheney Lime & Cement Co.
Con Lime Inc.
Continental Lime/Graybec Calc Inc.
Cutler-Magner Co.
Florida Lime Corp.
GenLime Group, LP
Global Stone Corp
Greer Lime Co.
Havelock Lime Co.
Huron Lime Company
Lee Lime Corp.
Linwood Mining & Minerals Corp.
Lhoist/Chemical Lime Co.
LTV Steel
Martin Marietta Materials, Inc.
Mercer Lime & Stone Company
Miller Minerals, Inc.
Minerals Technology, Inc.
Mississippi Lime Co.
National Lime & Stone Company
National Refractories & Minerals Corp.
Pete Lien & Sons.
Redland
Redland Ohio Co.
Redland Stone Products Co.
Resco Products, Inc
Rockwell Lime Co.
Specialty Minerals, Inc.
United States Lime & Minerals Co.
USG Industries, Inc.
Vulcan Materials Co.
Western Lime Corp.
W.S. Frey, Inc.
Carl A. Gilbert EXHIBIT B
September 15, 1997 Separation Agreement Summary
Page 5 Salary and Benefits Continuation
Termination Termination by Termination
Termination by Termination by Employee Employee Because Termination
Company without by Company w/o Good Deemed to be by of Due to
Cause for Cause Reason Company w/o Cause Disability Death
(paragraph 5)
Salary 2 years + None None 2 years + per EBP per EBP
standard standard
severance severance
Bonus Prorate in year of None None* Prorate in year of Prorate in Prorate in year
termination termination year of of death
disability
Health 2 yrs per company plan per company plan 2 yrs per company plan per company plan
Benefits + company plan + company plan
Life 2 years per company plan per company plan 2 years per company plan per company plan
Insurance + company plan + company plan
Perquisites 2 years None None 2 years None None
401(k) Plan 2 years None None 2 years None None
(Co. Match)
Qualified
Pension Plan
- Service
Continuation 2 years None None 2 years None None
SERP
- - Vesting Vest Forfeit Vest Vest Vest Vest
- Service Cont. 2 years N/A None 2 years None None
- Lump Sum
Option Yes N/A No Yes No No
EBP
- - Vesting Vest Forfeit Vest Vest Vest Vest
- - Service Cont. 2 years N/A None 2 years None None
- - Lump Sum
Option Yes N/A No Yes No No
Stock Options
- Vested Retain Retain Retain Retain Retain Retain
- Non-Vested Vest (over 2 years) Forfeit Forfeit Vest (over 2 years) Vest Vest
- Exercise Term 5 years 90 days 90 days* 5 years 5 years 5 years
* If the employee is eligible to retire under the Company's pension plan as of
the date of his termination then his termination will be considered a retirement
for purposes of the annual incentive plan and stock option plan.