EXHIBIT 10N
November 30, 2001
PERSONAL/CONFIDENTIAL
HAND DELIVERED
Mr. Robert W. Ross
Vice President and Secretary
Selas Corporation of America
President
Heat Technology Group
2034 S. Limekiln Pike
Dresher, PA 19025
Re: Separation Package
Dear Bob:
This Letter Agreement will confirm our recent amicable
discussions regarding your planned resignation from employment
with Selas Corporation of America (Selas). We appreciate your
past commitment and many contributions over the years to Selas.
We have always found you to be an asset to Selas, and you have
consistently acted with the highest integrity and
professionalism. In recognition of your commitment and past
contributions, Selas is pleased to offer you the separation
package that is described below. Selas advises you to consult
with legal counsel of your choice in making the determination of
whether to accept this separation package.
1. You will resign, effective November 30, 2001
(Resignation Date), (a) your employment with Selas and each of
its subsidiaries, (b) each position you hold as an officer of
Selas and any of its subsidiaries, and (c) each position you hold
as a director of any subsidiary of Selas. At the time you sign
this Letter Agreement, you will also sign and deliver to me a
letter of resignation in the form of Exhibit A, which is hereby
incorporated.
2. Selas will pay an equivalent to the employers and the
employees share of the premiums for medical and dental insurance
through November 30, 2002 if you elect and receive COBRA
coverage. Thereafter, you will remain eligible as provided by
law for continuing your medical and dental insurance coverage for
the remaining COBRA period (which, under current law, will expire
18 months after your Resignation Date) at your own expense. If
you rescind this Letter Agreement pursuant to paragraph 14 below,
Selas will not be obligated to make any payments specified in
this paragraph. You will still have the right to continue to
participate in Selas medical and dental plans upon timely
payment of the full premiums therefore as provided under COBRA.
3. For purposes of general communication, your separation
from employment will be represented by Selas and you as a
voluntary resignation. You and I will announce to Selas staff
your Resignation Date and your change in status at a mutually
agreed upon time. However, I will immediately inform the Board
of your Resignation Date, and you may immediately inform your
direct reports. All internal announcements of your leaving will
be consistent with a mutually agreeable statement that we will
draft together prior to the internal announcement of your
leaving. You and Selas will communicate with and respond to
inquiries from persons outside Selas consistent with this
mutually agreeable announcement. If you wish me to do so, I
would be glad to provide you with a mutually agreeable letter of
reference which we will draft together prior to your leaving your
employment.
4. Selas agrees to retain you as an independent consultant
for consultation and assistance regarding any transition issues
in the Heat Technology Group and the possible sale of Selas SAS
(the Consulting Services). This independent contractor
relationship will commence immediately after your Resignation
Date and end on November 30, 2002, except that (a) you may
terminate the consulting relationship at any time for any reason
prior to November 30, 2002 with one months written notice, and
(b) Selas may terminate the consulting arrangement immediately on
written notice if you accept other consulting or employment
elsewhere. Upon any such termination, all further payments of
the retainer described below will cease. You agree to notify me
immediately if you accept other consulting or employment
elsewhere during this term. At all times during the consulting
relationship, you shall be an independent contractor and not an
employee, principal, agent, partner or joint venturer of Selas.
During this term, you shall provide up to 60 hours of Consulting
Services during each period of three calendar months beginning on
December 1, 2001, March 1, 2002, June 1, 2002, and September 1,
2002, as requested by me or by the Chairman of the Board of
Directors of Selas. You agree to be reasonably available in a
manner consistent with the scope of the Consulting Services
hereunder. Your liaison at Selas for purposes of your Consulting
Services will be me or the Chairman of the Board of Directors of
Selas. In consideration for your Consulting Services, Selas
shall pay you a retainer of $16,089 per month. In addition,
Selas will also pay all reasonable business expenses you incur in
providing the Consulting Services, including reasonable travel,
lodging, meals, and other expenses related to those services,
provided you submit to me a monthly expense report. Because you
will perform the Consulting Services as an independent
contractor, Selas will issue you a Form 1099 and not withhold any
taxes. You will be solely responsible for all taxes. Your
consulting retainer payment will be paid on the last day of each
month during the consulting period and will be mailed to your
home address of record. You will, however, not be entitled to
any additional benefits such as vacation or sick pay during this
consulting period since you will no longer be a Selas employee.
During this consulting period, your Company stock options will
not continue to vest. If you rescind this Letter Agreement
pursuant to paragraph 14 below, Selas will not be obligated to
make any payments specified in this paragraph.
5. As additional consideration for the promises contained
in this Letter Agreement, Selas will pay you an amount equivalent
to one (1) percent of the gross sale price of Selas SAS, not to
exceed fifty thousand dollars ($50,000), provided a purchase
agreement and all closing documents are fully-executed by all
parties on or before November 30, 2002. This payment will be
paid in one lump sum amount within 30 calendar days after all
closing documents are fully-executed and will be mailed to your
home address of record. You acknowledge that Selas has not made
any definite decision concerning the sale of Selas SAS, and that
Selas will have no obligation to you under this paragraph if it
decides not to, or otherwise does not, complete a sale of Selas
SAS.
6. On your Resignation Date, Selas shall pay you accrued
salary plus the amount of $10,673.00 for accrued and/or
carry-over vacation compensation to which you are entitled as of
your Resignation Date. Total vacation pay as of your Resignation
Date represents 15 days. The vacation pay will be paid to you on
Selas next regularly scheduled pay date and mailed to your home
address of record. In addition, Selas will allow you to use the
automobile currently leased by Selas for your use, for the
remainder of the current lease term. You will not be entitled to
any bonus under any bonus plan for Selas employees.
7. You will receive retirement benefits in accordance with
Selas Retirement Plan for Salaried Employees, as now in effect.
The benefits to which you shall be entitled under Selas
Supplemental Retirement Plan shall be modified so that you will
receive $24,000 per year in the form of a single life annuity
commencing on the first day of the month following the date you
attain age 55.
8. All life insurance and disability insurance benefits
provided to you by or through Selas will terminate on the
Resignation Date.
9. The terms and conditions of this Letter Agreement will
be treated as confidential by the undersigned parties and will
not be disclosed to any person other than the parties attorneys,
accountants, financial and tax advisors, and by you to your
spouse and by Selas only to its employees and Board members who
have been informed of the confidentiality requirements of this
Letter Agreement, who have agreed to abide by those requirements,
and who have a legitimate business need to know. Other
disclosure may be made as required by law or by any legal
proceeding required by either party to enforce its or your rights
under the terms and conditions of this Letter Agreement. The
parties acknowledge that Selas will be required to disclose the
terms of this Agreement in its filings with the Securities and
Exchange Commission.
10. Nothing in this Letter Agreement is intended to be or
will be deemed to be an admission by Selas or you that Selas or
you or any of Selas agents or employees has violated any state
or federal statute, local ordinance, or principle of common law,
or that Selas or you has engaged in any wrongdoing.
11. You agree that you will not disparage Selas, its Board,
its management, or its employees in any respect. Selas agrees
that its Board members and its management will not disparage you
in any respect.
12. You agree that by signing this Letter Agreement you
are, for yourself and anyone who asserts or obtains legal rights
from you, releasing unconditionally and discharging Selas, its
subsidiaries, affiliates and related entities, past and present
Board members, officers, and employees and any entity affiliated
with any of the foregoing, from any and all past or present
claims, demands, obligations, actions, damages and expenses of
any nature, whether known or unknown, whether based in tort,
contract or other theory of recovery and whether for compensatory
or punitive damages, which you now have, whether known or
unknown, on account of or in any way growing out of the
employment relationship between the parties, including but not
limited to any claims arising under Title VII of the Civil Rights
Act of 1964, as amended, the Americans with Disabilities Act, the
Age Discrimination in Employment Act, the Pennsylvania Human
Relations Act, all other federal, state, or local civil rights
law or common law, including but not limited to, retaliatory
discharge, breach of contract, promissory estoppel, wrongful
termination of employment, defamation, intentional or negligent
infliction of emotional distress, and/or any other claims for
unlawful employment practices, whether legal or equitable. You
acknowledge that you have been paid all wages and benefits due
you as an employee of Selas as of the date you sign this Letter
Agreement, other than accrued salary and vacation compensation
specified in paragraph 6. You agree not to institute or
participate voluntarily in any law suit or proceeding brought by
any individual relating in any way to your employment
relationship with Selas up to the time of your signing this
Agreement. You acknowledge that this release includes a waiver
of any right to money damages or other individual remedies or
damages awarded by any governmental agency including the EEOC.
13. You have 21 days, not counting the day you receive this
Letter Agreement, to consider this separation package. You
acknowledge that if you sign this Letter Agreement before the end
of the 21-day period, it will be your personal, voluntary
decision to waive the remainder of the consideration period.
Selas and you agree that any changes in this Letter Agreement
made prior to signing, whether material or not, do not restart
the 21-day period for consideration.
14. You may rescind and revoke this Letter Agreement for
any reason within seven (7) days after you sign this Letter
Agreement, and it will not become effective or enforceable until
this seven-day period has expired. To be effective, the
rescission must be in writing and delivered by hand or mailed to
Mark Gorder, President, Selas Corporation of America, 1260 Red
Fox Road, Arden Hills, MN 55112, within such seven-day period.
If mailed, the rescission must be (a) postmarked within the
seven-day period; (b) properly addressed to me as shown above;
and (c) sent by certified mail, return receipt requested. This
Letter Agreement shall not become effective until the rescission
period has expired. You will not be entitled to any payment if
you rescind this Letter Agreement, other than salary, vacation,
or other benefits payable as of your Resignation Date.
15. You retain all stock options in the Companys Amended
and Restated 1994 Stock Option Plan (the Stock Option Plan) that
vest prior to your Resignation Date and that you shall be able to
exercise these options under during a period of not more than
three (3) months after your Resignation Date, all in accordance
with the Companys Stock Option Plan.
16. You agree that you will not retain any copies of
company property or documents, except for those that I
specifically authorize that you may retain for purposes of
performing the Consulting Services. You agree that this
obligation is ongoing and that if you subsequently discover any
additional Company property you will promptly return it to
Selas. On or before your Resignation Date, you agree to return
promptly all other Company property and equipment of any kind and
all files, documents, and copies of such.
17. For the purposes of this paragraph, Confidential
Information means information not readily available to persons
not employed by Selas or others who are not in a confidential
relationship with Selas. Confidential information includes
financial, customer, pricing, sales, marketing, investments, and
strategic planning information.
You recognize and acknowledge that during your employment
with Selas, you had access to, worked with and became familiar
with Confidential Information of Selas and its subsidiaries. You
further agree that you have established longstanding
relationships with Selas and its subsidiaries customers, that
Selas and its subsidiaries are engaged in highly competitive
activities, and that Selas and its subsidiaries could suffer
irreparable harm if you engage in competitive activities.
You agree that until one year after the expiration or
earlier termination of the consulting arrangement described in
paragraph 4, you will not on your own behalf or as a partner,
officer, director, employee, agent, or consultant of any other
person or entity, directly or indirectly, engage in the business
of providing products or services to customers of Selas or any of
its subsidiaries which are the same or similar to services
provided by Selas or any of its subsidiaries. You and Selas
agree that the products and services which Selas and its
subsidiaries provide to their customers include services related
to specialized industrial heat-processing systems used by
manufacturers of steel, glass, and other materials; hearing
device components and systems, molded plastics, medical plastics,
termistors, capacitors, and other high technology products; and
tire holders, hoists and related products.
You also agree that until one year after the expiration or
earlier termination of the consulting arrangement described in
paragraph 4, you will not on your own behalf or as a partner,
officer, director, employee, agent, or consultant of any other
person or entity, solicit or induce any employee of Selas or any
of its subsidiaries to leave their employment with Selas or any
of its subsidiaries or consider employment with another person or
entity.
You further agree that until one year after the expiration
or earlier termination of the consulting arrangement described in
paragraph 4, you will not solicit employment with any customers
of Selas or any of its subsidiaries. You also agree that until
one year after the expiration or earlier termination of the
consulting arrangement described in paragraph 4, you will not
directly or directly solicit employment with a competitor of
Selas or any of its subsidiaries. For purposes of this Letter
Agreement, the term competitor includes, but is not limited to,
any person, firm, company, corporation, or other legal entity
engaged in the business of providing products or services which
are the same or similar to services provided by Selas or any of
its subsidiaries.
You further understand and agree that you will not disclose
or communicate any Confidential Information to any third party
without the consent of Selas and that you will not make use of
Confidential Information on your own behalf or on behalf of any
third party.
You understand that any breach of these paragraphs would
cause irreparable harm to Selas, and that, therefore, Selas shall
be entitled to an injunction prohibiting you from any such
breach. This provision with respect to injunctive relief will
not, however, diminish the rights of Selas to claim and recover
damages in addition to injunctive relief. You expressly
acknowledge that the undertaking regarding Confidential
Information set forth above shall survive the expiration or
termination of other agreements or duties in this Letter
Agreement.
If you breach any of your obligations contained in this
paragraph 17, all consulting amounts paid and/or owed to you
pursuant to this Letter Agreement at the election of Selas, shall
be forfeited and returned to Selas. If you breach any of your
obligations contained herein, Selas shall be able to pursue all
legal and equitable remedies available. You will also be liable
to Selas for any and all costs, including attorneys fees,
incurred in enforcing this Letter Agreement.
18. You acknowledge and agree that Selas payments to you
and all other promises of Selas to you set forth in this Letter
Agreement constitute full and adequate consideration for this
Letter Agreement and that, if you do not sign this Letter
Agreement or if you rescind pursuant to paragraph 14, or
otherwise challenge the effectiveness of all or any part of this
Letter Agreement at any time, or breach any of your obligations
contained in this Letter Agreement at any time, Selas shall have
no obligation to provide any portion of the consideration. If
either you or Selas breaches this Letter Agreement, the breaching
party will pay all reasonable costs, including attorneys fees,
incurred by the non-breaching party in enforcing this Letter
Agreement.
19. This Letter Agreement may not be modified or amended in
any way except in a writing signed by both parties. This Letter
Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, successors, and assigns and
shall be interpreted in accordance with the laws of the
Commonwealth of Pennsylvania.
20. If any provision of this Letter Agreement is held to be
illegal, invalid or unenforceable under present or future laws,
rules, or regulations, such provision shall be fully severable,
and this Letter Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never
comprised a part of this Letter Agreement, and the remaining
provisions of this Letter Agreement shall remain in full force
and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Letter
Agreement.
21. This Letter Agreement constitutes the entire agreement
of the parties concerning its subject matter and supersedes all
prior agreements, statements, promises and negotiations, written
or oral, concerning such subject matter. Without limiting the
generality of the preceding sentence, the Agreement on
Termination Following Change of Control or Asset Sale between you
and Selas is hereby terminated.
22. By signing this Letter Agreement, you acknowledge that
you have had the opportunity to be represented by your own
attorney, that you have read and understood the terms of this
Letter Agreement, and that you are voluntarily entering into this
Letter Agreement to resolve any disputes with Selas and to
receive the benefits of this separation package.
Please indicate your acceptance of this separation package by
signing, dating, and returning to me the extra copy of this
Letter Agreement that I have enclosed for you within the time
provided in paragraph 13. I look forward to hearing from you.
SELAS CORPORATION OF AMERICA
By /s/ Mark S. Gorder
Mark S. Gorder, President
ACCEPTANCE
I accept and agree to the terms of this Letter Agreement.
Dated: November 30, 2001 /s/
Robert W. Ross
Robert W. Ross
Mr. Mark Gorder
President
Selas Corporation of America
1260 Red Fox Road, Arden Hills
MN 55112
Dear Mark:
I voluntarily resign, effective October 31, 2001, (a) my
employment with Selas Corporation of America (Selas) and each
of its subsidiaries, (b) each position I hold as an officer of
Selas and any of its subsidiaries, and (c) each position I hold
as a director of any subsidiary of Selas.
Yours truly,
/s/ Robert W. Ross
Robert W. Ross
Vice President and Secretary
Selas Corporation of America
President
Heat Technology Group
Exhibit A