Exhibit 10.(d)
April 1, 1999
Mr. Alfred P. Degen
Chairman, President & CEO
Valley Resources, Inc.
1595 Mendon Road
Cumberland, RI 02864
Dear Mr. Degen:
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 and 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 January 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 in accordance with the Company's retirement
policy generally applicable to its salaried employees or in accordance
with any retirement arrangement established with your consent with
respect to you.
(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 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 Chairman, President & CEO, 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 3.00 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
in the case of a termination at your option under that portion of
Section 3 (iii) giving you an option to terminate at your
discretion, your salary rate shall be the 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 a period after such termination equal to the period actually
used in calculating severance pay due to you 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 or
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 effective January 1, 1995.
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/Don A. Deangelis
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Name: Don A. DeAngelis
Title: Chairman, Compensation Committee
Agreed to this 29th day
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of July, 1999
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s/Alfred P. Degen
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Alfred P. Degen