Exhibit 10.34
Thermo Electron
81 Wyman Street
Post Office Box 9046 (781) 622-1000
Waltham, MA 02454-9046 Fax: (781) 622-1207
Brian Holt
President and CEO
Thermo Ecotek Corporation
May 18, 2000
Dear Brian:
As we have discussed, Thermo Electron Corporation (the Company) has announced a
reorganization of the company in which certain of the company's assets will be
sold. We recognize that your past contributions have been integral to the
success of the Company and that your continued involvement will be necessary in
order to facilitate these sales and to assure a smooth transition for potential
buyers.
In order to provide an incentive for you to remain with the company through the
completion of these sales, we will pay you a Transaction Bonus.
Transaction Bonus
- -----------------
You will be paid the amounts indicated below for the sale or disposition of the
following businesses. If the actual sale price of any business exceeds its
target price, .5% of the difference between the actual sale price and the target
price will be added to your transaction bonus for that business. If the actual
sale price on any business is below its target price, you will be paid a portion
of the Transaction Bonus. The portion will equal the sale price divided by the
target price times the listed Transaction Bonus rounded up to the nearest
hundred. (EXAMPLE: If FES sold for $40,000,000 your bonus would be $44,500
($40,000,000 divided by $45,000,000 times $50,000 equals $44,444. Rounded up to
the next hundred equals $44,500)
These Transaction Bonuses will be paid to you in a lump sum payment on or before
ninety (90) days following the closing date of each sale unless you and I
mutually agree to an alternate payment date.
Transaction Bonus
Businesses to be sold Target Price At Target Price
- --------------------- ------------ -----------------
FES $ 45,000,000 $ 50,000
NuTemp Inc. $ 16,000,000 $ 18,000
Tecogen $ 6,000,000 $ 7,000
Optronics $ 6,000,000 $ 7,000
Peek $ 85,000,000 $ 93,000
Retec Consulting $ 45,000,000 $ 49,000
Nutech $ 17,000,000 $ 19,000
TPST Soil $ 15,000,000 $ 16,000
Fluids $ 13,000,000 $ 14,000
Killam $ 45,000,000 $ 49,000
Lancaster Labs $ 60,000,000 $ 66,000
Eurotech $ 5,000,000 $ 6,000
Normandeau $ 5,000,000 $ 6,000
Green Sunrise $ 5,000,000 $ 6,000
Metal Treaters $ 12,000,000 $ 13,000
Trilogy $ 30,000,000 $ 31,000
------------ --------
Total $410,000,000 $450,000
Terms of Agreement
- ------------------
1. The Company agrees to continue to employ you on the same terms and with the
same benefits you currently enjoy as an employee-at-will. In return, you agree
to remain in such employ and to continue to devote your full time and best
efforts to the Company as an employee-at-will until the closing date of the sale
of these businesses.
2. You understand that the Company retains the right to terminate your services
without cause (as defined below) and you retain the right to terminate your
services from the Company at any time. If your employment is terminated by the
company without cause prior to the closing of these business sales, you will be
paid your full and unreduced Transaction Bonus payments at the time of the
sales. If you terminate your employment prior to the final closing date, or the
Company terminates your employment for "cause" (as defined below), you will
forfeit any and all payments that you would be entitled to for unsold businesses
covered under this agreement.
3. For the purposes of this agreement, "cause" shall be determined by the
Company in the exercise of good faith and reasonable judgment and will include
any breach of this agreement by you or any act by you of gross personal
misconduct, insubordination, misappropriation of funds, fraud, dishonesty, gross
neglect of or failure to perform the duties reasonably required of you pursuant
to this agreement or any conduct which is in willful violation of any applicable
law or regulation pertaining to the business.
4. For purposes of this agreement we agree that the businesses will be
considered to be sold when any person or entity, other than a person or entity
affiliated with the Company, purchases at least fifty percent (50%) of the
assets or shares of the individual businesses, whether through a purchase of the
business or a purchase of the company of which the business is a part.
5. You understand that all payments made under this agreement are subject to
appropriate federal, state, city or other tax withholding requirements.
6. You acknowledge that this Transaction Bonus Agreement supersedes any prior
agreements or understandings oral or written between you and the Company
pertaining to any Transaction Bonus incentive payments being offered to
employees of businesses being sold in connection with the reorganization and
that this agreement constitutes the entire agreement between us with regard to
Transaction Bonuses.
On behalf of Thermo Electron, I thank you for your continued assistance and
support. If you have any questions regarding any of the terms of this Agreement,
please do not hesitate to contact me.
Once you have read and understood the terms of this Agreement, please indicate
your agreement by signing below on the line above your typewritten name, make a
copy for your records and return the original document to me.
Very truly yours,
/s/ Anne Pol
-----------------------
Sr. Vice President
Thermo Electron
Accepted and agreed:
/s/ Brian D. Holt 01/06/2000
- ----------------------------- ------------
Brian Holt Date: June 1, 2000
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