JOHN D.R. WRIGHT III
264 Fox Hollow Drive
Vincennes, Indiana 47591
January 29, 1996
Castle Energy Corporation Indian Refining & Marketing Company
One Radnor Corporate Center Indian Refining & Marketing, Inc.
Suite 250 Indian Refining Limited Partnership
Radnor, PA 19087 P.O. Box 519, South Seventh Street
Attention: Mr. J. L. Castle Lawrenceville, IL 62439-0519
Attention: Mr. William S. Sudhaus
RE: Termination of Employment
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Dear Sirs:
This letter agreement sets forth the terms of termination of the
employment of the undersigned John D.R. Wright III ("Wright") by Indian Refining
& Marketing Company, Indian Refining & Marketing, Inc. and Indian Refining
Limited Partnership (collectively, "Indian Refining") and by the Castle Energy
Corporation ("Castle") group. The parties hereto agree as follows:
1. Wright's employment by Indian Refining and the Castle group
terminated effective as of the close of business on December 22, 1995 (the
"Effective Time").
2. The following constitute the financial terms of Wright's
termination:
(a) Simultaneous with the execution hereof, Castle will pay
$58,000 to Wright by check. In addition, Wright will have no obligation or
liability, for principal, interest or otherwise, under Wright's promissory note
in the principal amount of $250,000 dated February 26, 1993 (the "Note") or the
related side letter dated February 25, 1993 between Wright and Indian
Refinancing Marketing, Inc. (the "Side Letter"). The $58,000 payment and release
of the Note are being made in exchange for Wright's surrender of his Bonus
Payment Rights which were awarded to him under the Bonus Payment Rights
Agreement (as defined below), and the parties agree to treat such payment and
release of obligation, for all accounting, tax and other purposes accordingly.
In particular, Indian Refining and/or Castle will report the payment and release
on Form 1099B, reflecting the payment and release as proceeds of Wright's Bonus
Payment Rights.
(b) The parties acknowledge and agree that Wright has elected
to receive benefits under the Consolidated Omnibus Reconciliation Act of 1985
from and after the Effective Time, and that Wright and his family members will
continue to be eligible for applicable COBRA benefits, at Wright's expense,
through May 31, 1997.
(c) Indian Refining and Castle shall fully cooperate, and not
interfere, with Wright in his efforts to obtain distributions from the Indian
Refining Limited Partnership 401(k) Plan ("401(k) Plan").
(d) Indian Refining and Castle shall not interfere with Wright
in his efforts to obtain distributions from the Indian Refining Limited
Partnership Defined Benefit Plan ("Benefit Plan"). Neither Indian Refining nor
Castle shall be responsible for any interest Wright may claim in the Benefit
Plan.
(e) Nothing herein shall affect or be construed to affect
Wright's entitlement to benefits or any other of his rights under the 401(k)
Plan and/or the Benefit Plan.
3. Indian Refining and Castle shall be obligated to indemnify Wright
pursuant to, and shall in all respects comply with, the terms of Section 6 of
the Employment Agreement, dated as of October 1, 1991, as amended by Amendment
to Agreement dated as of February 25, 1993 (the "Employment Agreement"), which
terms shall survive the Effective Time and shall continue in full force and
effect.
4. Except as otherwise provided herein, the Employment Agreement, the
Bonus Payment Rights Agreement dated as of October 1, 1991, as amended by
Amendment to Agreement dated as of February 25, 1993 (the "Bonus Payment Rights
Agreement"), the Salary Reduction Agreement between Wright and Castle dated May
10, 1995 (the "Salary Reduction Agreement"), the Note, the Side Letter and all
agreements and instruments related to any of the foregoing are hereby terminated
and of no further force and effect.
5. Wright, on the one hand, and Indian Refining and Castle, on the
other, shall and hereby do release and discharge one another of and from all
claims, demands, debts, damages, liabilities, causes of action, actions and
suits whatsoever, in law or equity, which they had or now have or to which they
may hereafter become entitled, on account of any act, failure to act, or event
occurring prior to the date hereof, related in any manner to Indian Refining or
Castle or their respective businesses; provided, however, that the provisions of
this paragraph shall not affect (i) any obligation or liability under the terms
of this letter agreement or the matters incorporated herein, or (ii) the medical
and health plan benefits guaranteed to Wright under the Employment Agreement
through January 31, 1996.
If you are in agreement with the foregoing, please sign and return this
enclosed copy of this letter.
Very truly yours,
/s/ John D.R. Wright III
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John D.R. Wright III
AGREED AS
OF January . . . . , 1996
Castle Energy Corporation
BY: /s/ Joseph L. Castle II
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Indian Refining & Marketing, Inc.
BY: /s/ Joseph L. Castle II
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Indian Refining Limited Partnership
BY: /s/ Joseph L. Castle II
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