AMENDMENT NO. 3
TO
EMPLOYMENT AGREEMENT
Agreement made and entered into this 17th day of March, 1994 by
and between Air & Water Technologies Corporation, a Delaware corporation (the
"Company"), and Eckardt C. Beck, residing at 556 Navesink River Road, Red
Bank, New Jersey 07701 (hereinafter called the "Executive").
W I T N E S S E T H
WHEREAS, the Executive has been employed by the company as its
Chairman of the Board of Directors and Chief Executive Officer pursuant to the
terms of a certain Employment Agreement dated as of August 20, 1991 as amended
by Amendment No. 1 dated July 31, 1992 and Amendment No. 2 dated August 9,
1993 (the "Employment Agreement");
WHEREAS, Executive is a skilled and dedicated employee who has
important management responsibilities and talents which have benefitted the
Company and the Company and the Executive hereby acknowledge that the Company
and Compagnie Generale des Eaux, a French corporation, are entering into
letter agreements on or about March 17, 1994 contemplating the entering into
of an investment agreement (the "Investment Agreement");
WHEREAS, the Company and the Executive desire to make certain
changes, as hereinafter set forth, to amend certain terms of the Employment
Agreement;
NOW THEREFORE, in consideration of the foregoing, and the
mutual covenants, understandings and agreements hereinafter contained, the
parties do hereby mutually covenant and agree as follows:
1. Effective on the date of closing of the transactions
contemplated by the Investment Agreement, the Executive's employment with the
Company shall cease and the Company and the Executive mutually acknowledge
that such cessation of the Executive's employment with the Company shall be
treated as termination by the Company other than for Cause, pursuant to the
Employment Agreement.
2. Section 1 of the Employment Agreement is amended and
restated in its entirety to add a new subsection (g) as follows:
(g) CGE Change of Control. For purposes of this
Agreement, the term "CGE Change of Control" shall
mean the closing of that transaction to be provided
in the Investment Agreement or as contemplated by
the letter agreements dated on or about March 17,
1994 between the Company and Compagnie Generale des
Eaux, a French corporation ("CGE") as may be
modified and agreed to by the parties.
3. Section 3 of the Employment Agreement is amended and
restated in its entirety to add a new subsection (h), which shall read as
follows:
(h) Upon a CGE Change of Control, in addition to all
other payments and benefits provided for herein
upon a Change of Control, Executive shall be
entitled to receive from the Company a bonus in
cash in a lump sum equal to the sum of (a) any
income tax imposed on the amount of forgiveness of
the Loan provided for herein, (b) any excise tax
on any excess parachute payments under Section 4999
of the Internal Revenue Code of 1986, as amended,
(the sum of (a) and (b) to be known hereafter as
"Primary Gross-Up Payment"), and (c) payment of the
amount of any income tax imposed on the Primary
Gross-Up Payment.
4. This Amendment No. 3 to the Employment Agreement amends
the Employment Agreement as specifically described herein. All terms of the
Employment Agreement not specifically amended hereby shall remain in full
force and effect and the Employment Agreement, as amended by this Amendment
No. 3 and as further amended or supplemented from time to time, shall
constitute the Employment Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment No.
3 to be executed this 17th day of March, 1994.
AIR & WATER TECHNOLOGIES CORPORATION
By: /s/ Douglas A. Satzger
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Douglas A. Satzger
Senior Vice President
/s/ Eckardt C. Beck
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Eckardt C. Beck