Exhibit 10.2
FORM OF
WAIVER
THIS WAIVER is made and entered into as of the ___ day of _______, 2000 by
[insert name of employee] (the "Employee") and IFCO Systems N.V., a public
limited liability company organized under the laws of the Netherlands ("IFCO
Systems").
W I T N E S S E T H
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WHEREAS, ___________________ (the "Employer") and the Employee entered into
that certain Employment Agreement, dated __________, 199_ (the "Employment
Agreement");
WHEREAS, the Employment Agreement contemplates that, upon a Change of
Control as (defined in the Employment Agreement), the Employee has the right to
terminate the Employment Agreement and receive severance compensation in an
amount equal to two or three times, depending on the satisfaction of certain
conditions, the Employee's base salary for the greater of 12 months or the
remaining term of employment under the Employment Agreement (the "Termination
Provision");
WHEREAS, IFCO Systems, IFCO Europe Beteiligungs GmbH, a limited liability
company organized under the laws of the Federal Republic of Germany ("IFCO
Europe"), MTS Okologistik Verwaltungs GmbH, a limited liability company
organized under the laws of the Federal Republic of Germany ("MTS"), Schoeller
International Logistic Beteiligungsgesellschaft mbH), a limited liability
company organized under the laws of the Federal Republic of Germany ("IFCO
International"), Schoeller Logistic Industries GmbH (formerly known as Schoeller
Packaging Systems GmbH), a limited liability company organized under the laws of
the Federal Republic of Germany ("Schoeller Industries"), Silver Oak Acquisition
Corp., a corporation organized under the laws of the State of Delaware ("Silver
Oak"), and PalEx, Inc., a corporation organized under the laws of the State of
Delaware ("PalEx"), have entered into an Amended and Restated Agreement and Plan
of Reorganization, dated as of October 6, 1999 and effective as of March 29,
1999 (the "Merger Agreement");
WHEREAS, the consummation of the transactions contemplated in the Merger
Agreement will constitute a Change of Control (as defined in the Employment
Agreement) and give rise to the Termination Provision;
WHEREAS, pursuant to the Merger Agreement, PalEx has agreed to use its
reasonable efforts to obtain waivers of any such Termination Provisions and
obtaining such waivers is condition to the obligations of IFCO Systems,
Schoeller Industries and Silver Oak to consummate the transactions contemplated
in the Merger Agreement; and
WHEREAS, the Employee desires to waive the Termination Provision.
2
NOW, THEREFORE, in consideration of the promises contained herein, the
undersigned Employee and IFCO Systems hereby agree as follows:
1. Waiver. Pursuant to Section 9.7(e) of the Merger Agreement, the
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undersigned Employee hereby waives the Termination Provision in connection with
and effective upon the consummation of the transactions contemplated in the
Merger Agreement.
2. Continuation of Employment Agreement. Except as otherwise
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modified by this Waiver, IFCO Systems agrees to cause the Employer, as a direct
or indirect wholly owned subsidiary of IFCO Systems after consummation of the
transactions contemplated in the Merger Agreement, to otherwise continue the
Employment Agreement in full force and effect pursuant to the terms thereof.
3. Successor and Assigns. This Waiver shall be binding upon the
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undersigned and each of his or her respective heirs and assigns.
4. Governing Law. This Waiver shall be governed by the laws of
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the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the day
and year first above written.
[NAME OF EMPLOYEE]
By:__________________________
[name of Employee]
IFCO SYSTEMS N.V.
By:__________________________
Name
Title: