EXHIBIT 10.6
[LOGO] CHEMICAL LEAMAN CORPORATION
102 Pickering Way o Exton, Pennsylvania 19341-0200
DAVID M. BOUCHER
Senior Vice President
Chief Financial Officer
610-363-4215 Direct Dial
610-363-4233 Facsimile
September 10, 1996
Eugene C. Parkerson
c/o Chemical Leaman Corporation
102 Pickering Way
Exton, Pennsylvania 19341
Dear Mr. Parkerson:
You are currently the holder of an option to purchase up to 50 shares of
the common stock of Chemical Leaman Corporation (the "Company") at a price of
$2,400 per share. In exchange for your agreement to cancel this option as set
forth below, we have agreed as follows:
1. The option referenced above is hereby canceled and shall be of no
further force or effect, effective as of the date hereof, notwithstanding any
agreements, instruments or other writings, if any, evidencing the aforesaid
option. In furtherance and not in limitation of the foregoing, that certain
Agreement dated as of August 15, 1994 by and between the Company and you is
hereby terminated in its entirety as of the date hereof. Neither the Company nor
you shall have any continuing rights or obligations with respect to such
Agreement.
2. As consideration for the foregoing, the Company will pay you a bonus of
$180,000 the proceeds of which shall be disbursed as set forth in 4. below
3. The Company will on the date hereof grant you the right to purchase
58.25 shares of Chemical Leaman Corporation stock at a price per share of $6,000
pursuant to the terms of a Stock Purchase Agreement and related Promissory Note,
copies of which are attached hereto.
4. The aggregate purchase of the shares purchaseable pursuant to 3. above
will be $349,500 which amount will be paid for by the delivery by you to the
Company of the aforesaid Promissory Note. You will apply the after tax proceeds
of the bonus referenced in 2. above as a reduction of amounts owing in respect
of such Promissory Note. You and the Company will mutually agree on the amount
of such after tax proceeds, which amount the Company will retain as a prepayment
under such Promissory Note.
Please acknowledge your acceptance of these terms and conditions by
executing this letter where indicated on the following page.
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
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David M Boucher, Senior Vice President
Accepted and Agreed, this 10th day of
September, 1996:
/s/ Eugene C. Parkerson
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Eugene C Parkerson
AGREEMENT
THIS AGREEMENT (the "Agreement ") is made as of this 15th day of August,
1994 by and between Chemical Leaman Corporation, a Pennsylvania corporation (the
"Company"), and Eugene C. Parkerson (the "Grantee").
WITNESSETH:
WHEREAS, prior to the date hereof the Company has granted to the Grantee an
option (the "Option") to purchase up to 10,000 shares (the "Option Shares") of
the Company's common stock, par value of Two Dollars and Fifty Cents ($2.50) per
share (the "Common Stock") at an exercise price (the "Exercise Price") equal to
Twelve Dollars ($12.00) per share; and
WHEREAS, as of the date hereof, such Option is exercisable and has not been
exercised by the Grantee; and
WHEREAS, the Board of Directors of the Company has approved a project (the
"Reverse Share Split") pursuant to which, inter alia, each Two Hundred (200)
shares of Common Stock that are issued and outstanding on September 10, 1994
shall be converted on September 15, 1994 (the "Effective Date") into one (1)
share of Common Stock; and
WHEREAS, in order to effect the Reverse Share Split, the parties hereto
desire to amend the Option in the manner set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereto agree as follows:
1. Acknowledgement of Option. The parties hereto hereby acknowledge and
agree that on the date hereof (i) the Option is exercisable and unexercised and
(ii) the Option Shares represent all of the shares of Common Stock subject to
any issued, exercisable and unexercised options, including without limitation
the Option, granted by the Company to the Grantee, whether by written or verbal
agreement between the Company and the Grantee or otherwise.
2. Amendment of Option. Notwithstanding any provision of the Option to the
contrary, the parties hereto hereby agree that on the Effective Date (i) the
number of Option Shares subject to the Option shall be reduced to Fifty (50)
shares of the Common Stock, and (ii) the Exercise Price
under the Option shall be increased to Two Thousand Four Hundred Dollars
($2,400) per share.
3. Confirmation of Option. As amended by this Agreement, the Option is in
all respects ratified and confirmed. In the event of any conflict between the
provisions of this Agreement and the terms and provisions of the Option, the
provisions of this Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
CHEMICAL LEAMAN CORPORATION
By: /s/ David M. Boucher
---------------------------------
Title
/s/ Eugene C. Parkerson
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Eugene C. Parkerson