Exhibit 10.(e)
November 30, 1999
Sharon Partridge
Vice President, Chief Financial Officer,
Secretary and Treasurer
Valley Resources, Inc.
1595 Mendon Road
Cumberland, RI 02864
Dear Ms. Partridge:
Valley Resources, Inc. (which, together with its subsidiaries, is
hereinafter called "the Company") considers it essential to the best interests
of its stockholders to foster the continuous employment of key management
personnel. The Board of Directors of the Company (the "Board") recognizes that,
as is the case with many publicly held corporations, the possibility of a change
in control may exist that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Company.
In order to induce you to remain in the employ of the Company and in
consideration of your agreeing to remain in the employ of the Company subject to
the terms and conditions set forth below, this letter agreement (the
"Agreement") sets forth the severance benefits which the Company agrees will be
provided to you in the event your employment with the Company is terminated
subsequent to a "change in control of the Company" (as defined in Section 2
hereof) under the circumstances described below.
1. Term of Agreement. This Agreement shall commence on December 1, 1999 and
shall continue in effect through December 31, 1999; provided, however, that
commencing on January 1, 2000 and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one (1) additional year unless,
not later than August 31 of the preceding year, the Company shall have given
notice that it does not wish to extend this Agreement; and provided further,
however, that notwithstanding any such notice by the Company not to extend, if a
change in control of the Company shall have occurred during the original or
extended term of this Agreement, this Agreement shall continue in effect for a
period of twenty-four (24) months from the occurrence of such change in control.
Notwithstanding the foregoing, the Company may terminate your employment at any
time, whether before or after a change in control, subject to providing such
benefits as shall be hereinafter specified.
2. Change in Control. (i) No benefits shall be payable hereunder unless
there shall have been a change in control of the Company, as set forth below,
and your employment by the Company shall thereafter have been terminated in
accordance with Section 3 below. For purposes of this Agreement, a "change in
control of the Company" shall mean a change in control of a nature that would be
required to be reported in response to Item 5(f) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a change in control shall
be deemed to have occurred if (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or more of
the combined voting power of the Company's then outstanding securities; (b)
during any period of two (2) consecutive years (not including any period prior
to the execution of this Agreement), individuals who at the beginning of such
period constitute the Board and any new director whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof; or (c) the business or businesses of the Company for which
your services are principally performed are disposed of by the Company pursuant
to a partial or complete liquidation of the Company, a sale of assets (including
stock of a subsidiary) of the Company, or otherwise.
(ii) For purposes of this Agreement, a "potential change in control of the
Company" shall be deemed to have occurred if (A) the Company enters into an
agreement, the consummation of which would result in the occurrence of a change
in control of the Company, (B) any person publicly announces (including an
announcement by the Company) an intention to take actions which if consummated
would constitute a change in control of the Company; (C) any person publicly
announces (including an announcement by the Company) that it has become the
beneficial owner, directly or indirectly, of securities of the Company
representing 9.5% or more of the combined voting power of the Company's then
outstanding securities; or (D) the Board adopts a resolution to the effect that,
for purposes of this Agreement, a potential change in control of the Company has
occurred. You agree that, subject to the terms and conditions of this Agreement,
in the event of a potential change in control of the Company, you will remain in
the employ of the Company for a period of six (6) months from the occurrence of
such potential change in control of the Company.
3. Termination Following Change in Control. If any of the events described
in Subsection 2(i) hereof constituting a change in control of the Company shall
have occurred, you shall be entitled to the benefits provided in Subsection 4
(iii) hereof upon the subsequent termination of your employment during the term
of this Agreement unless such termination is (A) because of your death,
Retirement or Disability, (B) by the Company for Cause or (C) by you other than
for Good Reason.
(i) Disability; Retirement. If, as a result of your incapacity due to
physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive months, your
employment may be terminated for "Disability." Termination of your employment
based on "Retirement" shall mean termination at or after attaining age
sixty-five (65).
(ii) Cause. Termination by the Company of your employment for "Cause" shall
mean termination upon (A) the willful and continued failure by you to
substantially perform your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or any such
actual or anticipated failure after the occurrence of circumstances giving rise
to a Notice of Termination by you for Good Reason) after a written demand for
substantial performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes that you have not
substantially performed your duties, or (B) the willful engaging by you in
conduct which is demonstrably and materially injurious to the Company,
monetarily or otherwise. For purposes of this Subsection, no act, or failure to
act, on your part shall be deemed "willful" unless done, or omitted to be done,
by you not in good faith and without reasonable belief that your action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
you shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct set forth above in clauses (A) or (B) of the
first sentence of this Subsection and specifying the particulars thereof in
detail.
(iii) Good Reason. You shall be entitled to terminate your employment for
Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without
your express written consent, any of the following:
(A) the assignment to you of any duties inconsistent with your status
as Vice President, Chief Financial Officer, Secretary & Treasurer or a
substantial alteration in the nature or status of your responsibilities
from those in effect immediately prior to a change in control of the
Company;
(B) a reduction by the Company in your annual base salary as in effect
on the date of the occurrence of a change in control of the Company or as
the same may be increased from time to time except for across-the-board
salary reductions similarly affecting all executives of the Company and all
executives of any person in control of the Company; or the failure of the
Company to grant increases in salary in accordance with the Company's
regular practices;
(C) the relocation of the Company's principal executive offices to a
location more than twenty-five (25) miles from your present office location
or the Company's requiring you to be based anywhere other than the
Company's principal executive offices except for required travel on the
Company's business to an extent substantially consistent with your present
business travel obligations;
(D) the failure by the Company to continue in effect any compensation
plan in which you participate, or any plan adopted prior to the change in
control of the Company, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such
plan in connection with the change in control of the Company, or the
failure by the Company to continue your participation therein on
substantially the same basis, both in terms of the amount of benefits
provided and the level of your participation relative to other
participants, as existed at the time of the change in control;
(E) the failure by the Company to continue to provide you with
benefits substantially similar to those enjoyed by you under any of the
Company's pension, life insurance, medical, health and accident, or
disability plans in which you were participating at the time of a change in
control of the Company, the taking of any action by the company which would
directly or indirectly materially reduce any of such benefits or deprive
you of any material fringe benefit enjoyed by you at the time of the change
in control of the company, or the failure by the Company to provide you
with the number of paid vacation days to which you are entitled on the
basis of years of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the change in control.
(F) the failure by the Company without your consent to pay to you any
portion of your current compensation or to pay to you any installment of
deferred compensation at the time such installment is due under any
deferred compensation program of the Company;
(G) the failure of the Company to obtain a satisfactory agreement from
any successor to assume and agree to perform this Agreement, as
contemplated in Section 5 hereof; or
(H) any purported termination of your employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of
Subsection (iv) below (and, if applicable, the requirements of Subsection
(ii) above); and for purposes of this Agreement, no such purported
termination shall be effective.
In addition to your right to terminate for Good Reason as stated above, and
not in substitution therefor, you shall have the option at your discretion to
terminate your employment at any time within fifteen (15) months after the later
of (a) a change in control of the Company or (b) the expiration of the six (6)
months period during which you agree to remain in the employ of the company
under paragraph 2(ii) of this Agreement. Such termination shall be conclusively
deemed to be a termination for Good Reason, but shall not affect your right to
terminate for Good Reason under any of the provisions of subsection (iii) above.
Your right to terminate your employment pursuant to this Subsection shall
not be affected by your incapacity due to physical or mental illness.
(iv) Notice of Termination. Any purported termination by the Company or by
you shall be communicated by written Notice of Termination to the other party
hereto in accordance with Section 6 hereof. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.
(v) Date of Termination, Etc. "Date of Termination" shall mean (A) if your
employment is terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that you have not returned to the full-time
performance of your duties during such period) (B) if your employment is
terminated pursuant to Subsection (ii) or (iii) above or for any other reason
(other than Disability), the date specified in the Notice of Termination (which
shall not be less than thirty (30) days, and in the case of a termination
pursuant to Subsection (iii) above shall not be less than thirty (30) nor more
than sixty (60) days, respectively, from the date such Notice of Termination is
given); provided that if within thirty (30) days after any Notice of Termination
is given, the party receiving such Notice of Termination notifies the other
party that a dispute exists concerning the termination, the Date of Termination
shall be the date on which the dispute is finally determined, either by mutual
written agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (which is not
appealable or the time for appeal therefrom having expired and no appeal having
been perfected); provided further that the Date of Termination shall be extended
by a notice of dispute only if such notice is given in good faith and the party
giving such notice pursues the resolution of such dispute with reasonable
diligence. Notwithstanding the pendency of any such dispute, the Company will
continue to pay you your full compensation in effect when the notice giving rise
to the dispute was given (including, but not limited to, base salary) and
continue you as a participant in all compensation, benefit and insurance plans
in which you were participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with this Subsection.
Amounts paid under this Subsection are in addition to all other amounts due
under this Agreement and shall not be offset against or reduce any other amounts
due under this Agreement except as otherwise provided in paragraph (C) of
Subsection 4 (iii).
4. Compensation Upon Termination. Following a change in control of the
Company, as defined by Subsection 2(i), upon termination of your employment you
shall be entitled to the following benefits:
(i) If your employment shall be terminated by the Company for Cause or by
you other than for Good Reason, the Company shall pay you your full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given plus any other amounts to which you are entitled under any
compensation plan of the Company, at the time such payments are due, and the
Company shall have no further obligations to you under this Agreement.
(ii) If your employment shall be terminated by the Company or by you for
Retirement, or by reason of your death or for Disability, your benefits shall be
determined in accordance with the Company's retirement and insurance program
then in effect.
(iii) If your employment by the Company shall be terminated (a) by the
Company other than for Cause, Retirement or Disability or (b) by you for Good
Reason, then you shall be entitled to the benefits provided below:
(A) The Company shall pay you your full base salary through the Date
of Termination at the rate in effect at the time Notice of Termination is
given, plus any other amounts to which you are entitled under any
compensation plan of the Company, at the times such payments are due;
(B) In lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Company shall pay as a severance
payment to you, not later than the fifth day following the Date of
Termination, a lump sum severance payment (the "Severance Payment") equal
to 2.00 times your Covered Compensation. "Covered Compensation" is your
annual salary as determined by your salary rate at the date of the change
in control of the Company, plus the cash portion of your Executive
Incentive Compensation Plan award for the Plan year in which the change in
control of the Company occurs (provided, however, that the case of a
termination at your option under the portion of Section 3(iii) giving you
an option to terminate at your discretion, your salary rate shall be
greater of the rate in effect at the date of change in control of the
Company or the rate immediately prior to the issuance of the Notice of
Termination);
(C) For that number of years after such termination equal to the
number that is multiplied by your Covered Compensation in calculating your
severance pay under Section 4(iii)(B), the Company shall provide you with
life, disability, accident and health insurance benefits substantially
similar to those which you are receiving immediately prior to the Notice of
Termination. Benefits otherwise receivable by you pursuant to this Section
4(iii) (C) shall be reduced to the extent comparable benefits are actually
received by you during such period following your termination, and any such
benefits actually received by you shall be reported to the Company;
(D) In addition to the retirement benefits to which you are entitled
under the Retirement Plan or any successor plan thereto, the Company shall
pay you in one lump sum in cash on the fifth day following the Date of
Termination, a sum equal to the actuarial equivalent of the excess of (x)
the retirement pension (determined as a straight life annuity commencing at
age 65) which you would have accrued under the terms of the Retirement Plan
(without regard to any amendment to the Retirement Plan made subsequent to
a change in control of the Company and on or prior to the Date of
Termination, which amendment adversely affects in any manner the
computation of retirement benefits thereunder), determined as if you were
fully vested thereunder and had accumulated (after the Date of Termination)
that number of additional months of service credit thereunder equal to the
number of months for which severance pay shall be due to you under Section
4 (iii) (B) hereof, at your highest annual rate of compensation during the
twelve (12) months immediately preceding the Date of Termination (but in no
event shall you be deemed to have accumulated additional months of service
credit after your sixty-fifth (65th) birthday), and (y) the retirement
pension (determined as a straight-life annuity commencing at age 65) which
you had then accrued pursuant to the provisions of the Retirement Plan. For
purposes of clause (x), the term "compensation" shall include amounts
payable pursuant to Section 4 (iii) (B) hereof. For purposes of this
Subsection, "actuarial equivalent" shall be determined using the same
methods and assumptions utilized under the Retirement Plan immediately
prior to the change in control of the Company;
(iv) (A) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by the
Company to you or for your benefit (whether paid or payable of distributed
or distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Section 4(iv)) (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by you
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then you shall be entitled to receive an additional payment
(a "Gross-Up Payment") in an amount such that after payment by you of all
taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.
(B) Subject to the provisions of Section 4(iv)(C) below, all
determinations required to be made under this Section 4(iv), including
whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by the Company's independent audit firm (the
"Accounting Firm" which shall provide detailed supporting calculations both
to the Company and to you within fifteen (15) business days of the receipt
of notice from you that there has been a Payment, or such earlier time as
is requested by the Company. In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, you shall appoint another nationally
recognized accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Company. Any Gross-Up Payment, as determined pursuant to this
Section 4(iv), shall be paid by the Company to you within five (5) days of
the receipt of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by you, it shall furnish you with
a written opinion that failure to report the Excise Tax on your applicable
federal income tax return would not result in the imposition of a
negligence or similar penalty. Any determination by the Accounting Firm
shall be binding upon the Company and you. As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that the
Gross-Up Payment made by the Company is less than the payment which should
have been made ("Underpayment"), consistent with the calculations required
to be made hereunder. In the event that the Company exhausts its remedies
pursuant to this Section 4(iv) and you are thereafter required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to you or for your benefit.
(C) You shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as
soon as practicable but no later than ten (10) business days after you are
informed in writing of such claim and shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be
paid. You shall not pay such claim prior to the expiration of the 30-day
period following the date on which you give such notice to the Company (or
such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies you in writing prior
to the expiration of such period that it desires to contest such claim, you
shall:
(1) give the Company any information reasonably requested by the
Company relating to such claim,
(2) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the
Company,
(3) cooperate with the Company in good faith in order to
effectively contest such claim, and
(4) permit the Company to participate in any proceedings relating
to such claim; provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold you harmless, on an after-tax basis, for any Excise
Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of
costs and expenses. Without limitation on the foregoing provisions of
this Section 4(iv), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or
forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and
may, at its sole option, either direct you to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and
you agree to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs you to pay such claim and sue for
a refund, the Company shall advance the amount of such payment to you
on an interest-free basis, and shall indemnify and hold you harmless,
on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for your taxable year with
respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder, and you shall be entitled
to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.
(D) If, after your receipt of an amount advanced by the Company
pursuant to this Section 4(iv), you become entitled to receive any refund
with respect to such claim, you shall (subject to the Company's complying
with the requirements of this Section 4(iv)) promptly pay to the Company
the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after your receipt of an
amount advanced by the Company pursuant to this Section 4(iv), a
determination is made that you shall not be entitled to any refund with
respect to such claim and the Company does not notify you in writing of its
intent to contest such denial of refund prior to the expiration of thirty
(30) days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.
(v) The Company shall also pay to you all legal fees and expenses incurred
by you as a result of such termination (including all such fees and expenses, if
any, incurred in contesting or disputing any such right of benefit provided by
this Agreement).
(vi) You shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this Section 4 be
reduced by any compensation earned by you as the result of employment by another
employer except as expressly provided herein.
(vii) In addition to all other amounts payable to you under this Section 4,
you shall be entitled to receive all benefits payable to you under the
Retirement Plan and any other plan or agreement relating to retirement benefits.
5. Successors; Binding Agreement. (i) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle you to compensation from the
Company in the same amount and on the same terms as you would be entitled
hereunder if you terminate your employment for Good Reason following a change in
control of the Company, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the Date
of Termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of law
or otherwise.
(ii) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators, successors,
assigns, heirs, distributees, devisees and legatees. If you should die while any
amount would still be payable to you hereunder if you had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to your devisees, legatees, or other designee or if
there is no such designee, to your estate.
(iii) This Agreement supersedes your prior change in control agreement,
which was dated June 15, 1999.
6. Notice. For the purposes of this Agreement, notices and all other
communications shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to the
Company shall be directed to the attention of the Board with a copy to the
Secretary of the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.
7. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by you and such officer as may be specifically designated by the
Board. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Rhode Island. All references to sections of the
Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.
8. Validity. The invalidity or unenforceability or any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
9. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
10. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Providence,
Rhode Island, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that you shall be entitled to
seek specific performance of your right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement. If this letter sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.
Sincerely,
VALLEY RESOURCES, INC.
By s/Alfred P. Degen
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Name: Alfred P. Degen
Title: Chairman, President & CEO
Agreed to this 8th day
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of February, 2000
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s/Sharon Partridge
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Sharon Partridge