Exhibit 10.(h)
April 1, 1999
Mr. Jeffrey P. Polucha
Vice President Marketing & Development
Valley Resources, Inc.
1595 Mendon Road
Cumberland, RI 02864
Dear Mr. Polucha:
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 Vice President Marketing & Development, 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 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, 1997.
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/A. P. Degen
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Name: Alfred P. Degen
Title: President & Chief Executive Officer
Agreed to this 5th day
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of April, 1999
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s/J. P. Polucha
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Jeffrey P. Polucha