Exhibit 10.(e)
June 15, 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 June 15, 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 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 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 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 effective January 1, 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: President & Chief Executive Officer
Agreed to this 27th day
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of August, 1999
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s/S. Partridge
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Sharon Partridge