THREE LINCOLN CENTRE
5430 LBJ FREEWAY
SUITE 1700
DALLAS, TEXAS 75240-2697
TELEPHONE: 972.233.1700 TELEPHONE FACSIMILE: 972.448.1402
Harold C. Simmons
Chairman & CEO
September 3, 2003
David B. Garten
16825 Northchase Drive, Suite 1200
Houston, Texas 77060
RE: NL Industries, Inc.
Dear Dave:
On July 22, 2003, you resigned from all positions with NL Industries, Inc.
and its subsidiaries, other than as an untitled employee. As discussed by
telephone, the financial terms of your employment separation from NL and its
subsidiaries will be in accordance with the following:
1) You will continue providing services on a full time basis, as requested by
our designee(s), and be paid salary at an annual rate of $425,000 through
9/30/03.
2) From 9/30/03 to 12/31/03 you will serve as a consultant to NL on an as
needed basis. You will be paid semi-monthly at an annual rate of $425,000
through 12/31/03.
3) Lump sum severance/bonus payments of $212,500 each will be paid on 9/30/03
and 12/31/03. These payments will extinguish all obligations due to you and
you will not be entitled to any other severance or bonus payments under any
agreements, plans or policies, and you release NL and its affiliates from
any and all claims or causes of action relating to your employment, except
for your rights as set forth in this letter.
4) Stock options and employee benefits, other than severance and bonus plans
or policies, will be governed by the terms of the applicable plans, with
your effective termination date deemed being (i) with respect to stock
options, 3/31/04, and (ii) with respect to all other applicable employee
benefits, the earlier of 12/31/03 or the date upon which you secure other
full-time employment.
5) From 1/1/04 through 3/31/04 a consulting retainer will be paid at a rate of
$35,416.67 per month, plus reimbursement of your reasonable expenses, which
will terminate upon your attainment of other full-time employment. NL will
be entitled to up to 50 hours of your services per month in return for the
retainer. Hours exceeding 50 hours per month will be paid at a rate of $200
per hour. Subsequent to the termination of the consulting retainer, you
agree to provide consulting services as may be reasonably requested, which
are consistent with your time availability, at a rate of $200 per hour,
plus reimbursement of your reasonable expenses.
6) It is understood that your work performance during the periods set forth
above will be consistent with your prior performance.
Sincerely,
/s/Harold C. Simmons
---------------------------------
Harold C. Simmons
Acknowledged and Agreed:
By:/s/David B. Garten
Date: September 19, 2003