[E-P LOGO]
August 5, 1997
Mr. Carroll D. Curless
2117 Beechcreek Lane
Cincinnati, Ohio 45233
Dear Bud:
As you know, Eagle-Picher Industries, Inc. (the "Company") emerged from
bankruptcy with 100% of its outstanding common stock and substantially all of
its indebtedness owned by the Eagle-Picher Industries Personal Injury Settlement
Trust (the "Trust"). After careful deliberation, the Trust has concluded that it
is in the best interests of its beneficiaries to diversify its assets and,
therefore, to dispose of substantially all of its investment in the Company.
Knowing that the decision to sell its investment in the Company will
create uncertainty among the Company's senior management, the Trust has approved
the Company's adoption of the Short Term Sale Program (the "Program") in order
to assist the Company in retaining and motivating experienced management needed
to protect the Trust's investment and to maximize the after-tax sales proceeds
realized by the Trust. As a key member of senior management, I am pleased to
inform you that you have been selected to participate in this Program.
As a participant in the Program, you will be entitled to a STAY PUT
BONUS and a SALE INCENTIVE BONUS, subject to the terms and conditions set forth
in this letter and the Sale Incentive Bonus Plan (the "Plan") attached hereto as
Exhibit A. Capitalized terms used in this letter without definition have the
meanings given to such terms in the Plan. Any existing SEVERANCE BENEFITS to
which you may be entitled, whether payable pursuant to an employment agreement
or otherwise, will continue in force and will not be affected by your
participation in the Program.
1. STAY PUT BONUS. One-half of your stay put bonus is payable regardless
of whether a Change in Control occurs (the "Initial Stay Put Bonus"). The
remaining one-half of your stay put bonus is payable only if a Change in Control
occurs on or prior to December 31, 1998 (the "Additional Stay Put Bonus").
(a) Initial Stay Put Bonus. If (i) your employment by the Company
or any of its subsidiaries continues until the earlier of a Change in
Control or June 30, 1998, and (ii) you put forth your best efforts to
complete a successful sale of the Company (as determined in good faith
by the Compensation Committee of the Company's Board of Directors (the
"Committee")), the Company will pay you within 10 days following the
earlier of a Change in Control or June 30, 1998, a cash lump sum equal
to $120,000.
(b) Additional Stay Put Bonus. If (i) a Change in Control occurs
on or prior to December 31, 1998, (ii) your employment by the Company or
any of its subsidiaries continues until such Change in Control, and
(iii) you put forth your best efforts to complete a successful sale of
the Company (as determined in good faith by the Committee), the Company
will pay you within 10 days following the Change in Control a cash lump
sum equal to $120,000. Notwithstanding the foregoing, in the event you
are offered Comparable Employment (as defined below) with the Company,
any of its subsidiaries, or any successor to the Company or any of its
subsidiaries after such Change in Control (each a "New Employer"), such
Additional Stay Put Bonus will be paid to you by the Company on the
second anniversary of the Change in Control provided you have not
voluntarily terminated your employment with the New Employer (regardless
of whether you are then eligible to receive retirement benefits), or
been involuntarily terminated for Cause (as defined below), prior to
such date, in which case your Additional Stay Put Bonus will be
forfeited. In the event your employment with the New Employer is
terminated within two years following the Change in Control for any
reason other than your voluntary termination of employment or your
involuntary termination of employment for Cause, your Additional Stay
Put Bonus will be paid to you by the Company within 10 days following
such termination of employment. For purposes of this letter, "Comparable
Employment" means employment (i) with duties and responsibilities not
materially inconsistent with the duties and responsibilities assigned to
you immediately prior to the Change in Control, (ii) with pension,
health and group life insurance benefits (including non-qualified
supplemental retirement benefits, if applicable) substantially
comparable to those provided to you immediately prior to the Change in
Control, (iii) at an annual salary and bonus opportunity not less than
your salary and bonus opportunity immediately prior to the Change in
Control, and (iv) at a geographic location not more than 35 miles from
your principal place of employment immediately prior to the Change in
Control. "Cause" means your (i) commission of a felony, (ii) commission
of an act of fraud upon the Company or any successor to the Company, or
(iii) willful failure to perform your employment duties in all material
respects which failure (other than by reason of death or disability)
continues uncorrected for 10 days after your receipt of written notice
from the Committee stating with specificity the nature of such failure.
2. SALE INCENTIVE BONUS. If (i) a Change in Control occurs on or prior
to December 31, 1998, (ii) your employment by the Company or any of its
subsidiaries continues until such Change in Control, (iii) you put forth your
best efforts to complete a successful sale of the Company (as determined in good
faith by the Committee), and (iv) the Present Value After-Tax Proceeds are more
than $550 million, you will be entitled to a Sale Incentive Bonus. The amount of
your Sale Incentive Bonus will be:
zero if the Present Value After-Tax Proceeds are not more than $550
million ("Threshold Performance");
$240,000 if the Present Value After-Tax Proceeds are $650 million
("Target Performance"); and
$480,000 if the Present Value After-Tax Proceeds are $750 million
("Stretch Performance").
If the Present Value After-Tax Proceeds are between Threshold
Performance and Stretch Performance, the amount of your Sale Incentive Bonus
will be interpolated on a straight-line basis. Similarly, if the Present Value
After-Tax Proceeds are in excess of Stretch Performance, the amount of your Sale
Incentive Bonus will continue to increase on a straight-line basis. Other terms
and conditions regarding your Sale Incentive Bonus are set forth in the Plan
attached hereto as Exhibit A. In the event of any conflict between the terms of
this letter and the Plan, the Plan will control.
3. GENERAL PROVISIONS.
(a) Nothing in this letter is intended to create a contract of
employment between you and the Company or any of its subsidiaries, or to
interfere in any way with the right of the Company or any of its
subsidiaries to terminate your employment at any time.
(b) All payments made pursuant to this letter or the Plan will be
subject to applicable withholding taxes.
(c) Any Stay Put Bonus or Sale Incentive Bonus made pursuant to
this letter or the Plan will not be treated as compensation for purposes
of calculating your benefits, if any, under the Company's Salaried
Pension Plan or Supplemental Executive Retirement Plan, or any other
retirement/pension plan maintained by the Company and/or any of its
subsidiaries (foreign or domestic).
(d) This letter will be governed by and construed in accordance
with the laws of the State of Ohio applicable to agreements made and to
be performed entirely within such State.
(e) No amendment or modification of this letter may be made
except by a written instrument signed by the Company and you.
(f) All disputes arising under or related to this letter or the
Plan will be resolved by arbitration. Such arbitration will be conducted
by an arbitrator mutually selected by the Company and you (or, if the
Company and you are unable to agree upon an arbitrator within 10 days,
then the Company and you will each select an arbitrator, and the
arbitrators so selected will mutually select a third arbitrator, who
will resolve such dispute). Such arbitration will be conducted in
accordance with the applicable rules of the American Arbitration
Association. Any decision rendered by an arbitrator pursuant hereto may
be enforced by a court of competent jurisdiction without review of such
decision by such court. The Company will pay all of the fees and
expenses of the arbitrators and the other costs of arbitration. The
Company also will pay your reasonable legal fees and expenses incurred
in connection with any successful enforcement by you of your rights
hereunder.
(g) This letter and its terms should be kept strictly
confidential and should not be discussed with anyone except a
prospective successor to the Company, your
attorney or your financial advisor (and then only if they agree to
maintain such confidentiality).
(h) The Company hereby agrees that, in the event of a Change in
Control occurring on or prior to December 31, 1998, it will take
whatever action it legally can in order to cause any assignee or
transferee of all or substantially all of the assets of the Company to
expressly assume the liabilities, obligations and duties of the Company
under this letter and the Plan.
Please acknowledge your agreement with the terms of this letter by
signing your name in the space provided below and returning a copy of this
letter to Tom Petry. If you have any questions concerning this letter or the
Plan, please contact Dave Evans at 513-629-2529.
Sincerely yours,
Eagle-Picher Industries, Inc.
By: /s/ DARIUS W. GASKINS, JR.
-------------------------------------
Darius W. Gaskins, Jr.
Chairman of the Compensation
Committee
Acknowledged and Agreed
/s/ CARROLL D. CURLESS
- --------------------------
Carroll D. Curless
[E-P LOGO]
August 5, 1997
Mr. David N. Hall
8200 Brill Road
Cincinnati, Ohio 45243
Dear Dave:
As you know, Eagle-Picher Industries, Inc. (the "Company") emerged from
bankruptcy with 100% of its outstanding common stock and substantially all of
its indebtedness owned by the Eagle-Picher Industries Personal Injury Settlement
Trust (the "Trust"). After careful deliberation, the Trust has concluded that it
is in the best interests of its beneficiaries to diversify its assets and,
therefore, to dispose of substantially all of its investment in the Company.
Knowing that the decision to sell its investment in the Company will
create uncertainty among the Company's senior management, the Trust has approved
the Company's adoption of the Short Term Sale Program (the "Program") in order
to assist the Company in retaining and motivating experienced management needed
to protect the Trust's investment and to maximize the after-tax sales proceeds
realized by the Trust. As a key member of senior management, I am pleased to
inform you that you have been selected to participate in this Program.
As a participant in the Program, you will be entitled to a STAY PUT
BONUS and a SALE INCENTIVE BONUS, subject to the terms and conditions set forth
in this letter and the Sale Incentive Bonus Plan (the "Plan") attached hereto as
Exhibit A. Capitalized terms used in this letter without definition have the
meanings given to such terms in the Plan. Any existing SEVERANCE BENEFITS to
which you may be entitled, whether payable pursuant to an employment agreement
or otherwise, will continue in force and will not be affected by your
participation in the Program.
1. STAY PUT BONUS. One-half of your stay put bonus is payable regardless
of whether a Change in Control occurs (the "Initial Stay Put Bonus"). The
remaining one-half of your stay put bonus is payable only if a Change in Control
occurs on or prior to December 31, 1998 (the "Additional Stay Put Bonus").
(a) Initial Stay Put Bonus. If (i) your employment by the Company
or any of its subsidiaries continues until the earlier of a Change in
Control or June 30, 1998, and (ii) you put forth your best efforts to
complete a successful sale of the Company (as determined in good faith
by the Compensation Committee of the Company's Board of Directors (the
"Committee")), the Company will pay you within 10 days following the
earlier of a Change in Control or June 30, 1998, a cash lump sum equal
to $187,500.
(b) Additional Stay Put Bonus. If (i) a Change in Control occurs
on or prior to December 31, 1998, (ii) your employment by the Company or
any of its subsidiaries continues until such Change in Control, and
(iii) you put forth your best efforts to complete a successful sale of
the Company (as determined in good faith by the Committee), the Company
will pay you within 10 days following the Change in Control a cash lump
sum equal to $187,500. Notwithstanding the foregoing, in the event you
are offered Comparable Employment (as defined below) with the Company,
any of its subsidiaries, or any successor to the Company or any of its
subsidiaries after such Change in Control (each a "New Employer"), such
Additional Stay Put Bonus will be paid to you by the Company on the
second anniversary of the Change in Control provided you have not
voluntarily terminated your employment with the New Employer (regardless
of whether you are then eligible to receive retirement benefits), or
been involuntarily terminated for Cause (as defined below), prior to
such date, in which case your Additional Stay Put Bonus will be
forfeited. In the event your employment with the New Employer is
terminated within two years following the Change in Control for any
reason other than your voluntary termination of employment or your
involuntary termination of employment for Cause, your Additional Stay
Put Bonus will be paid to you by the Company within 10 days following
such termination of employment. For purposes of this letter, "Comparable
Employment" means employment (i) with duties and responsibilities not
materially inconsistent with the duties and responsibilities assigned to
you immediately prior to the Change in Control, (ii) with pension,
health and group life insurance benefits (including non-qualified
supplemental retirement benefits, if applicable) substantially
comparable to those provided to you immediately prior to the Change in
Control, (iii) at an annual salary and bonus opportunity not less than
your salary and bonus opportunity immediately prior to the Change in
Control, and (iv) at a geographic location not more than 35 miles from
your principal place of employment immediately prior to the Change in
Control. "Cause" means your (i) commission of a felony, (ii) commission
of an act of fraud upon the Company or any successor to the Company, or
(iii) willful failure to perform your employment duties in all material
respects which failure (other than by reason of death or disability)
continues uncorrected for 10 days after your receipt of written notice
from the Committee stating with specificity the nature of such failure.
2. SALE INCENTIVE BONUS. If (i) a Change in Control occurs on or prior
to December 31, 1998, (ii) your employment by the Company or any of its
subsidiaries continues until such Change in Control, (iii) you put forth your
best efforts to complete a successful sale of the Company (as determined in good
faith by the Committee), and (iv) the Present Value After-Tax Proceeds are more
than $550 million, you will be entitled to a Sale Incentive Bonus. The amount of
your Sale Incentive Bonus will be:
zero if the Present Value After-Tax Proceeds are not more than $550
million ("Threshold Performance");
$750,000 if the Present Value After-Tax Proceeds are $650 million
("Target Performance"); and
$1,500,000 if the Present Value After-Tax Proceeds are $750 million
("Stretch Performance").
If the Present Value After-Tax Proceeds are between Threshold
Performance and Stretch Performance, the amount of your Sale Incentive Bonus
will be interpolated on a straight-line basis. Similarly, if the Present Value
After-Tax Proceeds are in excess of Stretch Performance, the amount of your Sale
Incentive Bonus will continue to increase on a straight-line basis. Other terms
and conditions regarding your Sale Incentive Bonus are set forth in the Plan
attached hereto as Exhibit A. In the event of any conflict between the terms of
this letter and the Plan, the Plan will control.
3. GENERAL PROVISIONS.
(a) Nothing in this letter is intended to create a contract of
employment between you and the Company or any of its subsidiaries, or to
interfere in any way with the right of the Company or any of its
subsidiaries to terminate your employment at any time.
(b) All payments made pursuant to this letter or the Plan will be
subject to applicable withholding taxes.
(c) Any Stay Put Bonus or Sale Incentive Bonus made pursuant to
this letter or the Plan will not be treated as compensation for purposes
of calculating your benefits, if any, under the Company's Salaried
Pension Plan or Supplemental Executive Retirement Plan, or any other
retirement/pension plan maintained by the Company and/or any of its
subsidiaries (foreign or domestic).
(d) This letter will be governed by and construed in accordance
with the laws of the State of Ohio applicable to agreements made and to
be performed entirely within such State.
(e) No amendment or modification of this letter may be made
except by a written instrument signed by the Company and you.
(f) All disputes arising under or related to this letter or the
Plan will be resolved by arbitration. Such arbitration will be conducted
by an arbitrator mutually selected by the Company and you (or, if the
Company and you are unable to agree upon an arbitrator within 10 days,
then the Company and you will each select an arbitrator, and the
arbitrators so selected will mutually select a third arbitrator, who
will resolve such dispute). Such arbitration will be conducted in
accordance with the applicable rules of the American Arbitration
Association. Any decision rendered by an arbitrator pursuant hereto may
be enforced by a court of competent jurisdiction without review of such
decision by such court. The Company will pay all of the fees and
expenses of the arbitrators and the other costs of arbitration. The
Company also will pay your reasonable legal fees and expenses incurred
in connection with any successful enforcement by you of your rights
hereunder.
(g) This letter and its terms should be kept strictly
confidential and should not be discussed with anyone except a
prospective successor to the Company, your
attorney or your financial advisor (and then only if they agree to
maintain such confidentiality).
(h) The Company hereby agrees that, in the event of a Change in
Control occurring on or prior to December 31, 1998, it will take
whatever action it legally can in order to cause any assignee or
transferee of all or substantially all of the assets of the Company to
expressly assume the liabilities, obligations and duties of the Company
under this letter and the Plan.
Please acknowledge your agreement with the terms of this letter by
signing your name in the space provided below and returning a copy of this
letter to Tom Petry. If you have any questions concerning this letter or the
Plan, please contact Dave Evans at 513-629-2529.
Sincerely yours,
Eagle-Picher Industries, Inc.
By: /s/ DARIUS W. GASKINS, JR.
-------------------------------------
Darius W. Gaskins, Jr.
Chairman of the Compensation
Committee
Acknowledged and Agreed
/s/ DAVID N. HALL
- --------------------------
David N. Hall
[E-P LOGO]
August 5, 1997
Mr. Thomas E. Petry
Four Lexington Circle
Terrace Park, Ohio 45174
Dear Tom:
As you know, Eagle-Picher Industries, Inc. (the "Company") emerged from
bankruptcy with 100% of its outstanding common stock and substantially all of
its indebtedness owned by the Eagle-Picher Industries Personal Injury Settlement
Trust (the "Trust"). After careful deliberation, the Trust has concluded that it
is in the best interests of its beneficiaries to diversify its assets and,
therefore, to dispose of substantially all of its investment in the Company.
Knowing that the decision to sell its investment in the Company will
create uncertainty among the Company's senior management, the Trust has approved
the Company's adoption of the Short Term Sale Program (the "Program") in order
to assist the Company in retaining and motivating experienced management needed
to protect the Trust's investment and to maximize the after-tax sales proceeds
realized by the Trust. As a key member of senior management, I am pleased to
inform you that you have been selected to participate in this Program.
As a participant in the Program, you will be entitled to a STAY PUT
BONUS and a SALE INCENTIVE BONUS, subject to the terms and conditions set forth
in this letter and the Sale Incentive Bonus Plan (the "Plan") attached hereto as
Exhibit A. Capitalized terms used in this letter without definition have the
meanings given to such terms in the Plan. Any existing SEVERANCE BENEFITS to
which you may be entitled, whether payable pursuant to an employment agreement
or otherwise, will continue in force and will not be affected by your
participation in the Program.
1. STAY PUT BONUS. One-half of your stay put bonus is payable regardless
of whether a Change in Control occurs (the "Initial Stay Put Bonus"). The
remaining one-half of your stay put bonus is payable only if a Change in Control
occurs on or prior to December 31, 1998 (the "Additional Stay Put Bonus").
(a) Initial Stay Put Bonus. If (i) your employment by the Company
or any of its subsidiaries continues until the earlier of a Change in
Control or June 30, 1998, and (ii) you put forth your best efforts to
complete a successful sale of the Company (as determined in good faith
by the Compensation Committee of the Company's Board of Directors (the
"Committee")), the Company will pay you within 10 days following the
earlier of a Change in Control or June 30, 1998, a cash lump sum equal
to $312,500.
(b) Additional Stay Put Bonus. If (i) a Change in Control occurs
on or prior to December 31, 1998, (ii) your employment by the Company or
any of its subsidiaries continues until such Change in Control, and
(iii) you put forth your best efforts to complete a successful sale of
the Company (as determined in good faith by the Committee), the Company
will pay you within 10 days following the Change in Control a cash lump
sum equal to $312,500. Notwithstanding the foregoing, in the event you
are offered Comparable Employment (as defined below) with the Company,
any of its subsidiaries, or any successor to the Company or any of its
subsidiaries after such Change in Control (each a "New Employer"), such
Additional Stay Put Bonus will be paid to you by the Company on the
second anniversary of the Change in Control provided you have not
voluntarily terminated your employment with the New Employer (regardless
of whether you are then eligible to receive retirement benefits), or
been involuntarily terminated for Cause (as defined below), prior to
such date, in which case your Additional Stay Put Bonus will be
forfeited. In the event your employment with the New Employer is
terminated within two years following the Change in Control for any
reason other than your voluntary termination of employment or your
involuntary termination of employment for Cause, your Additional Stay
Put Bonus will be paid to you by the Company within 10 days following
such termination of employment. For purposes of this letter, "Comparable
Employment" means employment (i) with duties and responsibilities not
materially inconsistent with the duties and responsibilities assigned to
you immediately prior to the Change in Control, (ii) with pension,
health and group life insurance benefits (including non-qualified
supplemental retirement benefits, if applicable) substantially
comparable to those provided to you immediately prior to the Change in
Control, (iii) at an annual salary and bonus opportunity not less than
your salary and bonus opportunity immediately prior to the Change in
Control, and (iv) at a geographic location not more than 35 miles from
your principal place of employment immediately prior to the Change in
Control. "Cause" means your (i) commission of a felony, (ii) commission
of an act of fraud upon the Company or any successor to the Company, or
(iii) willful failure to perform your employment duties in all material
respects which failure (other than by reason of death or disability)
continues uncorrected for 10 days after your receipt of written notice
from the Committee stating with specificity the nature of such failure.
2. SALE INCENTIVE BONUS. If (i) a Change in Control occurs on or prior
to December 31, 1998, (ii) your employment by the Company or any of its
subsidiaries continues until such Change in Control, (iii) you put forth your
best efforts to complete a successful sale of the Company (as determined in good
faith by the Committee), and (iv) the Present Value After-Tax Proceeds are more
than $550 million, you will be entitled to a Sale Incentive Bonus. The amount of
your Sale Incentive Bonus will be:
zero if the Present Value After-Tax Proceeds are not more than $550
million ("Threshold Performance");
$1,250,000 if the Present Value After-Tax Proceeds are $650 million
("Target Performance"); and
$2,500,000 if the Present Value After-Tax Proceeds are $750 million
("Stretch Performance").
If the Present Value After-Tax Proceeds are between Threshold
Performance and Stretch Performance, the amount of your Sale Incentive Bonus
will be interpolated on a straight-line basis. Similarly, if the Present Value
After-Tax Proceeds are in excess of Stretch Performance, the amount of your Sale
Incentive Bonus will continue to increase on a straight-line basis. Other terms
and conditions regarding your Sale Incentive Bonus are set forth in the Plan
attached hereto as Exhibit A. In the event of any conflict between the terms of
this letter and the Plan, the Plan will control.
3. GENERAL PROVISIONS.
(a) Nothing in this letter is intended to create a contract of
employment between you and the Company or any of its subsidiaries, or to
interfere in any way with the right of the Company or any of its
subsidiaries to terminate your employment at any time.
(b) All payments made pursuant to this letter or the Plan will be
subject to applicable withholding taxes.
(c) Any Stay Put Bonus or Sale Incentive Bonus made pursuant to
this letter or the Plan will not be treated as compensation for purposes
of calculating your benefits, if any, under the Company's Salaried
Pension Plan or Supplemental Executive Retirement Plan, or any other
retirement/pension plan maintained by the Company and/or any of its
subsidiaries (foreign or domestic).
(d) This letter will be governed by and construed in accordance
with the laws of the State of Ohio applicable to agreements made and to
be performed entirely within such State.
(e) No amendment or modification of this letter may be made
except by a written instrument signed by the Company and you.
(f) All disputes arising under or related to this letter or the
Plan will be resolved by arbitration. Such arbitration will be conducted
by an arbitrator mutually selected by the Company and you (or, if the
Company and you are unable to agree upon an arbitrator within 10 days,
then the Company and you will each select an arbitrator, and the
arbitrators so selected will mutually select a third arbitrator, who
will resolve such dispute). Such arbitration will be conducted in
accordance with the applicable rules of the American Arbitration
Association. Any decision rendered by an arbitrator pursuant hereto may
be enforced by a court of competent jurisdiction without review of such
decision by such court. The Company will pay all of the fees and
expenses of the arbitrators and the other costs of arbitration. The
Company also will pay your reasonable legal fees and expenses incurred
in connection with any successful enforcement by you of your rights
hereunder.
(g) This letter and its terms should be kept strictly
confidential and should not be discussed with anyone except a
prospective successor to the Company, your
attorney or your financial advisor (and then only if they agree to
maintain such confidentiality).
(h) The Company hereby agrees that, in the event of a Change in
Control occurring on or prior to December 31, 1998, it will take
whatever action it legally can in order to cause any assignee or
transferee of all or substantially all of the assets of the Company to
expressly assume the liabilities, obligations and duties of the Company
under this letter and the Plan.
Please acknowledge your agreement with the terms of this letter by
signing your name in the space provided below and returning a copy of this
letter to Tom Petry. If you have any questions concerning this letter or the
Plan, please contact Dave Evans at 513-629-2529.
Sincerely yours,
Eagle-Picher Industries, Inc.
By: /s/ DARIUS W. GASKINS, JR.
-------------------------------------
Darius W. Gaskins, Jr.
Chairman of the Compensation
Committee
Acknowledged and Agreed
/s/ THOMAS E. PETRY
- --------------------------
Thomas E. Petry
[E-P LOGO]
August 5, 1997
Mr. James A. Ralston
2486 Royalview Court
Cincinnati, OH 45244
Dear Jim:
As you know, Eagle-Picher Industries, Inc. (the "Company") emerged from
bankruptcy with 100% of its outstanding common stock and substantially all of
its indebtedness owned by the Eagle-Picher Industries Personal Injury Settlement
Trust (the "Trust"). After careful deliberation, the Trust has concluded that it
is in the best interests of its beneficiaries to diversify its assets and,
therefore, to dispose of substantially all of its investment in the Company.
Knowing that the decision to sell its investment in the Company will
create uncertainty among the Company's senior management, the Trust has approved
the Company's adoption of the Short Term Sale Program (the "Program") in order
to assist the Company in retaining and motivating experienced management needed
to protect the Trust's investment and to maximize the after-tax sales proceeds
realized by the Trust. As a key member of senior management, I am pleased to
inform you that you have been selected to participate in this Program.
As a participant in the Program, you will be entitled to a STAY PUT
BONUS and a SALE INCENTIVE BONUS, subject to the terms and conditions set forth
in this letter and the Sale Incentive Bonus Plan (the "Plan") attached hereto as
Exhibit A. Capitalized terms used in this letter without definition have the
meanings given to such terms in the Plan. Any existing SEVERANCE BENEFITS to
which you may be entitled, whether payable pursuant to an employment agreement
or otherwise, will continue in force and will not be affected by your
participation in the Program.
1. STAY PUT BONUS. One-half of your stay put bonus is payable regardless
of whether a Change in Control occurs (the "Initial Stay Put Bonus"). The
remaining one-half of your stay put bonus is payable only if a Change in Control
occurs on or prior to December 31, 1998 (the "Additional Stay Put Bonus").
(a) Initial Stay Put Bonus. If (i) your employment by the Company
or any of its subsidiaries continues until the earlier of a Change in
Control or June 30, 1998, and (ii) you put forth your best efforts to
complete a successful sale of the Company (as determined in good faith
by the Compensation Committee of the Company's Board of Directors (the
"Committee")), the Company will pay you within 10 days following the
earlier of a Change in Control or June 30, 1998, a cash lump sum equal
to $120,000.
(b) Additional Stay Put Bonus. If (i) a Change in Control occurs
on or prior to December 31, 1998, (ii) your employment by the Company or
any of its subsidiaries continues until such Change in Control, and
(iii) you put forth your best efforts to complete a successful sale of
the Company (as determined in good faith by the Committee), the Company
will pay you within 10 days following the Change in Control a cash lump
sum equal to $120,000. Notwithstanding the foregoing, in the event you
are offered Comparable Employment (as defined below) with the Company,
any of its subsidiaries, or any successor to the Company or any of its
subsidiaries after such Change in Control (each a "New Employer"), such
Additional Stay Put Bonus will be paid to you by the Company on the
second anniversary of the Change in Control provided you have not
voluntarily terminated your employment with the New Employer (regardless
of whether you are then eligible to receive retirement benefits), or
been involuntarily terminated for Cause (as defined below), prior to
such date, in which case your Additional Stay Put Bonus will be
forfeited. In the event your employment with the New Employer is
terminated within two years following the Change in Control for any
reason other than your voluntary termination of employment or your
involuntary termination of employment for Cause, your Additional Stay
Put Bonus will be paid to you by the Company within 10 days following
such termination of employment. For purposes of this letter, "Comparable
Employment" means employment (i) with duties and responsibilities not
materially inconsistent with the duties and responsibilities assigned to
you immediately prior to the Change in Control, (ii) with pension,
health and group life insurance benefits (including non-qualified
supplemental retirement benefits, if applicable) substantially
comparable to those provided to you immediately prior to the Change in
Control, (iii) at an annual salary and bonus opportunity not less than
your salary and bonus opportunity immediately prior to the Change in
Control, and (iv) at a geographic location not more than 35 miles from
your principal place of employment immediately prior to the Change in
Control. "Cause" means your (i) commission of a felony, (ii) commission
of an act of fraud upon the Company or any successor to the Company, or
(iii) willful failure to perform your employment duties in all material
respects which failure (other than by reason of death or disability)
continues uncorrected for 10 days after your receipt of written notice
from the Committee stating with specificity the nature of such failure.
2. SALE INCENTIVE BONUS. If (i) a Change in Control occurs on or prior
to December 31, 1998, (ii) your employment by the Company or any of its
subsidiaries continues until such Change in Control, (iii) you put forth your
best efforts to complete a successful sale of the Company (as determined in good
faith by the Committee), and (iv) the Present Value After-Tax Proceeds are more
than $550 million, you will be entitled to a Sale Incentive Bonus. The amount of
your Sale Incentive Bonus will be:
zero if the Present Value After-Tax Proceeds are not more than $550
million ("Threshold Performance");
$240,000 if the Present Value After-Tax Proceeds are $650 million
("Target Performance"); and
$480,000 if the Present Value After-Tax Proceeds are $750 million
("Stretch Performance").
If the Present Value After-Tax Proceeds are between Threshold
Performance and Stretch Performance, the amount of your Sale Incentive Bonus
will be interpolated on a straight-line basis. Similarly, if the Present Value
After-Tax Proceeds are in excess of Stretch Performance, the amount of your Sale
Incentive Bonus will continue to increase on a straight-line basis. Other terms
and conditions regarding your Sale Incentive Bonus are set forth in the Plan
attached hereto as Exhibit A. In the event of any conflict between the terms of
this letter and the Plan, the Plan will control.
3. GENERAL PROVISIONS.
(a) Nothing in this letter is intended to create a contract of
employment between you and the Company or any of its subsidiaries, or to
interfere in any way with the right of the Company or any of its
subsidiaries to terminate your employment at any time.
(b) All payments made pursuant to this letter or the Plan will be
subject to applicable withholding taxes.
(c) Any Stay Put Bonus or Sale Incentive Bonus made pursuant to
this letter or the Plan will not be treated as compensation for purposes
of calculating your benefits, if any, under the Company's Salaried
Pension Plan or Supplemental Executive Retirement Plan, or any other
retirement/pension plan maintained by the Company and/or any of its
subsidiaries (foreign or domestic).
(d) This letter will be governed by and construed in accordance
with the laws of the State of Ohio applicable to agreements made and to
be performed entirely within such State.
(e) No amendment or modification of this letter may be made
except by a written instrument signed by the Company and you.
(f) All disputes arising under or related to this letter or the
Plan will be resolved by arbitration. Such arbitration will be conducted
by an arbitrator mutually selected by the Company and you (or, if the
Company and you are unable to agree upon an arbitrator within 10 days,
then the Company and you will each select an arbitrator, and the
arbitrators so selected will mutually select a third arbitrator, who
will resolve such dispute). Such arbitration will be conducted in
accordance with the applicable rules of the American Arbitration
Association. Any decision rendered by an arbitrator pursuant hereto may
be enforced by a court of competent jurisdiction without review of such
decision by such court. The Company will pay all of the fees and
expenses of the arbitrators and the other costs of arbitration. The
Company also will pay your reasonable legal fees and expenses incurred
in connection with any successful enforcement by you of your rights
hereunder.
(g) This letter and its terms should be kept strictly
confidential and should not be discussed with anyone except a
prospective successor to the Company, your
attorney or your financial advisor (and then only if they agree to
maintain such confidentiality).
(h) The Company hereby agrees that, in the event of a Change in
Control occurring on or prior to December 31, 1998, it will take
whatever action it legally can in order to cause any assignee or
transferee of all or substantially all of the assets of the Company to
expressly assume the liabilities, obligations and duties of the Company
under this letter and the Plan.
Please acknowledge your agreement with the terms of this letter by
signing your name in the space provided below and returning a copy of this
letter to Tom Petry. If you have any questions concerning this letter or the
Plan, please contact Dave Evans at 513-629-2529.
Sincerely yours,
Eagle-Picher Industries, Inc.
By: /s/ DARIUS W. GASKINS, JR.
-------------------------------------
Darius W. Gaskins, Jr.
Chairman of the Compensation
Committee
Acknowledged and Agreed
/s/ JAMES A. RALSTON
- ------------------------------
James A. Ralston
[E-P LOGO]
August 5, 1997
Mr. Andries Ruijssenaars
3021 Ononta Avenue
Cincinnati, Ohio 45226
Dear Andries:
As you know, Eagle-Picher Industries, Inc. (the "Company") emerged from
bankruptcy with 100% of its outstanding common stock and substantially all of
its indebtedness owned by the Eagle-Picher Industries Personal Injury Settlement
Trust (the "Trust"). After careful deliberation, the Trust has concluded that it
is in the best interests of its beneficiaries to diversify its assets and,
therefore, to dispose of substantially all of its investment in the Company.
Knowing that the decision to sell its investment in the Company will
create uncertainty among the Company's senior management, the Trust has approved
the Company's adoption of the Short Term Sale Program (the "Program") in order
to assist the Company in retaining and motivating experienced management needed
to protect the Trust's investment and to maximize the after-tax sales proceeds
realized by the Trust. As a key member of senior management, I am pleased to
inform you that you have been selected to participate in this Program.
As a participant in the Program, you will be entitled to a STAY PUT
BONUS and a SALE INCENTIVE BONUS, subject to the terms and conditions set forth
in this letter and the Sale Incentive Bonus Plan (the "Plan") attached hereto as
Exhibit A. Capitalized terms used in this letter without definition have the
meanings given to such terms in the Plan. Any existing SEVERANCE BENEFITS to
which you may be entitled, whether payable pursuant to an employment agreement
or otherwise, will continue in force and will not be affected by your
participation in the Program.
1. STAY PUT BONUS. One-half of your stay put bonus is payable regardless
of whether a Change in Control occurs (the "Initial Stay Put Bonus"). The
remaining one-half of your stay put bonus is payable only if a Change in Control
occurs on or prior to December 31, 1998 (the "Additional Stay Put Bonus").
(a) Initial Stay Put Bonus. If (i) your employment by the Company
or any of its subsidiaries continues until the earlier of a Change in
Control or June 30, 1998, and (ii) you put forth your best efforts to
complete a successful sale of the Company (as determined in good faith
by the Compensation Committee of the Company's Board of Directors (the
"Committee")), the Company will pay you within 10 days following the
earlier of a Change in Control or June 30, 1998, a cash lump sum equal
to $262,500.
(b) Additional Stay Put Bonus. If (i) a Change in Control occurs
on or prior to December 31, 1998, (ii) your employment by the Company or
any of its subsidiaries continues until such Change in Control, and
(iii) you put forth your best efforts to complete a successful sale of
the Company (as determined in good faith by the Committee), the Company
will pay you within 10 days following the Change in Control a cash lump
sum equal to $262,500. Notwithstanding the foregoing, in the event you
are offered Comparable Employment (as defined below) with the Company,
any of its subsidiaries, or any successor to the Company or any of its
subsidiaries after such Change in Control (each a "New Employer"), such
Additional Stay Put Bonus will be paid to you by the Company on the
second anniversary of the Change in Control provided you have not
voluntarily terminated your employment with the New Employer (regardless
of whether you are then eligible to receive retirement benefits), or
been involuntarily terminated for Cause (as defined below), prior to
such date, in which case your Additional Stay Put Bonus will be
forfeited. In the event your employment with the New Employer is
terminated within two years following the Change in Control for any
reason other than your voluntary termination of employment or your
involuntary termination of employment for Cause, your Additional Stay
Put Bonus will be paid to you by the Company within 10 days following
such termination of employment. For purposes of this letter, "Comparable
Employment" means employment (i) with duties and responsibilities not
materially inconsistent with the duties and responsibilities assigned to
you immediately prior to the Change in Control, (ii) with pension,
health and group life insurance benefits (including non-qualified
supplemental retirement benefits, if applicable) substantially
comparable to those provided to you immediately prior to the Change in
Control, (iii) at an annual salary and bonus opportunity not less than
your salary and bonus opportunity immediately prior to the Change in
Control, and (iv) at a geographic location not more than 35 miles from
your principal place of employment immediately prior to the Change in
Control. "Cause" means your (i) commission of a felony, (ii) commission
of an act of fraud upon the Company or any successor to the Company, or
(iii) willful failure to perform your employment duties in all material
respects which failure (other than by reason of death or disability)
continues uncorrected for 10 days after your receipt of written notice
from the Committee stating with specificity the nature of such failure.
2. SALE INCENTIVE BONUS. If (i) a Change in Control occurs on or prior
to December 31, 1998, (ii) your employment by the Company or any of its
subsidiaries continues until such Change in Control, (iii) you put forth your
best efforts to complete a successful sale of the Company (as determined in good
faith by the Committee), and (iv) the Present Value After-Tax Proceeds are more
than $550 million, you will be entitled to a Sale Incentive Bonus. The amount of
your Sale Incentive Bonus will be:
zero if the Present Value After-Tax Proceeds are not more than $550
million ("Threshold Performance");
$1,050,000 if the Present Value After-Tax Proceeds are $650 million
("Target Performance"); and
$2,100,000 if the Present Value After-Tax Proceeds are $750 million
("Stretch Performance").
If the Present Value After-Tax Proceeds are between Threshold
Performance and Stretch Performance, the amount of your Sale Incentive Bonus
will be interpolated on a straight-line basis. Similarly, if the Present Value
After-Tax Proceeds are in excess of Stretch Performance, the amount of your Sale
Incentive Bonus will continue to increase on a straight-line basis. Other terms
and conditions regarding your Sale Incentive Bonus are set forth in the Plan
attached hereto as Exhibit A. In the event of any conflict between the terms of
this letter and the Plan, the Plan will control.
3. GENERAL PROVISIONS.
(a) Nothing in this letter is intended to create a contract of
employment between you and the Company or any of its subsidiaries, or to
interfere in any way with the right of the Company or any of its
subsidiaries to terminate your employment at any time.
(b) All payments made pursuant to this letter or the Plan will be
subject to applicable withholding taxes.
(c) Any Stay Put Bonus or Sale Incentive Bonus made pursuant to
this letter or the Plan will not be treated as compensation for purposes
of calculating your benefits, if any, under the Company's Salaried
Pension Plan or Supplemental Executive Retirement Plan, or any other
retirement/pension plan maintained by the Company and/or any of its
subsidiaries (foreign or domestic).
(d) This letter will be governed by and construed in accordance
with the laws of the State of Ohio applicable to agreements made and to
be performed entirely within such State.
(e) No amendment or modification of this letter may be made
except by a written instrument signed by the Company and you.
(f) All disputes arising under or related to this letter or the
Plan will be resolved by arbitration. Such arbitration will be conducted
by an arbitrator mutually selected by the Company and you (or, if the
Company and you are unable to agree upon an arbitrator within 10 days,
then the Company and you will each select an arbitrator, and the
arbitrators so selected will mutually select a third arbitrator, who
will resolve such dispute). Such arbitration will be conducted in
accordance with the applicable rules of the American Arbitration
Association. Any decision rendered by an arbitrator pursuant hereto may
be enforced by a court of competent jurisdiction without review of such
decision by such court. The Company will pay all of the fees and
expenses of the arbitrators and the other costs of arbitration. The
Company also will pay your reasonable legal fees and expenses incurred
in connection with any successful enforcement by you of your rights
hereunder.
(g) This letter and its terms should be kept strictly
confidential and should not be discussed with anyone except a
prospective successor to the Company, your
attorney or your financial advisor (and then only if they agree to
maintain such confidentiality).
(h) The Company hereby agrees that, in the event of a Change in
Control occurring on or prior to December 31, 1998, it will take
whatever action it legally can in order to cause any assignee or
transferee of all or substantially all of the assets of the Company to
expressly assume the liabilities, obligations and duties of the Company
under this letter and the Plan.
Please acknowledge your agreement with the terms of this letter by
signing your name in the space provided below and returning a copy of this
letter to Tom Petry. If you have any questions concerning this letter or the
Plan, please contact Dave Evans at 513-629-2529.
Sincerely yours,
Eagle-Picher Industries, Inc.
By: /s/ DARIUS W. GASKINS, JR.
-------------------------------------
Darius W. Gaskins, Jr.
Chairman of the Compensation
Committee
Acknowledged and Agreed
/s/ ANDRIES RUIJSSENAARS
- --------------------------
Andries Ruijssenaars
[E-P LOGO]
August 5, 1997
Mr. Wayne R. Wickens
7470 Pinehurst
Cincinnati, Ohio 45244
Dear Wayne:
As you know, Eagle-Picher Industries, Inc. (the "Company") emerged from
bankruptcy with 100% of its outstanding common stock and substantially all of
its indebtedness owned by the Eagle-Picher Industries Personal Injury Settlement
Trust (the "Trust"). After careful deliberation, the Trust has concluded that it
is in the best interests of its beneficiaries to diversify its assets and,
therefore, to dispose of substantially all of its investment in the Company.
Knowing that the decision to sell its investment in the Company will
create uncertainty among the Company's senior management, the Trust has approved
the Company's adoption of the Short Term Sale Program (the "Program") in order
to assist the Company in retaining and motivating experienced management needed
to protect the Trust's investment and to maximize the after-tax sales proceeds
realized by the Trust. As a key member of senior management, I am pleased to
inform you that you have been selected to participate in this Program.
As a participant in the Program, you will be entitled to a STAY PUT
BONUS and a SALE INCENTIVE BONUS, subject to the terms and conditions set forth
in this letter and the Sale Incentive Bonus Plan (the "Plan") attached hereto as
Exhibit A. Capitalized terms used in this letter without definition have the
meanings given to such terms in the Plan. Any existing SEVERANCE BENEFITS to
which you may be entitled, whether payable pursuant to an employment agreement
or otherwise, will continue in force and will not be affected by your
participation in the Program.
1. STAY PUT BONUS. One-half of your stay put bonus is payable regardless
of whether a Change in Control occurs (the "Initial Stay Put Bonus"). The
remaining one-half of your stay put bonus is payable only if a Change in Control
occurs on or prior to December 31, 1998 (the "Additional Stay Put Bonus").
(a) Initial Stay Put Bonus. If (i) your employment by the Company
or any of its subsidiaries continues until the earlier of a Change in
Control or June 30, 1998, and (ii) you put forth your best efforts to
complete a successful sale of the Company (as determined in good faith
by the Compensation Committee of the Company's Board of Directors (the
"Committee")), the Company will pay you within 10 days following the
earlier of a Change in Control or June 30, 1998, a cash lump sum equal
to $162,500.
(b) Additional Stay Put Bonus. If (i) a Change in Control occurs
on or prior to December 31, 1998, (ii) your employment by the Company or
any of its subsidiaries continues until such Change in Control, and
(iii) you put forth your best efforts to complete a successful sale of
the Company (as determined in good faith by the Committee), the Company
will pay you within 10 days following the Change in Control a cash lump
sum equal to $162,500. Notwithstanding the foregoing, in the event you
are offered Comparable Employment (as defined below) with the Company,
any of its subsidiaries, or any successor to the Company or any of its
subsidiaries after such Change in Control (each a "New Employer"), such
Additional Stay Put Bonus will be paid to you by the Company on the
second anniversary of the Change in Control provided you have not
voluntarily terminated your employment with the New Employer (regardless
of whether you are then eligible to receive retirement benefits), or
been involuntarily terminated for Cause (as defined below), prior to
such date, in which case your Additional Stay Put Bonus will be
forfeited. In the event your employment with the New Employer is
terminated within two years following the Change in Control for any
reason other than your voluntary termination of employment or your
involuntary termination of employment for Cause, your Additional Stay
Put Bonus will be paid to you by the Company within 10 days following
such termination of employment. For purposes of this letter, "Comparable
Employment" means employment (i) with duties and responsibilities not
materially inconsistent with the duties and responsibilities assigned to
you immediately prior to the Change in Control, (ii) with pension,
health and group life insurance benefits (including non-qualified
supplemental retirement benefits, if applicable) substantially
comparable to those provided to you immediately prior to the Change in
Control, (iii) at an annual salary and bonus opportunity not less than
your salary and bonus opportunity immediately prior to the Change in
Control, and (iv) at a geographic location not more than 35 miles from
your principal place of employment immediately prior to the Change in
Control. "Cause" means your (i) commission of a felony, (ii) commission
of an act of fraud upon the Company or any successor to the Company, or
(iii) willful failure to perform your employment duties in all material
respects which failure (other than by reason of death or disability)
continues uncorrected for 10 days after your receipt of written notice
from the Committee stating with specificity the nature of such failure.
2. SALE INCENTIVE BONUS. If (i) a Change in Control occurs on or prior
to December 31, 1998, (ii) your employment by the Company or any of its
subsidiaries continues until such Change in Control, (iii) you put forth your
best efforts to complete a successful sale of the Company (as determined in good
faith by the Committee), and (iv) the Present Value After-Tax Proceeds are more
than $550 million, you will be entitled to a Sale Incentive Bonus. The amount of
your Sale Incentive Bonus will be:
zero if the Present Value After-Tax Proceeds are not more than $550
million ("Threshold Performance");
$650,000 if the Present Value After-Tax Proceeds are $650 million
("Target Performance"); and
$1,300,000 if the Present Value After-Tax Proceeds are $750 million
("Stretch Performance").
If the Present Value After-Tax Proceeds are between Threshold
Performance and Stretch Performance, the amount of your Sale Incentive Bonus
will be interpolated on a straight-line basis. Similarly, if the Present Value
After-Tax Proceeds are in excess of Stretch Performance, the amount of your Sale
Incentive Bonus will continue to increase on a straight-line basis. Other terms
and conditions regarding your Sale Incentive Bonus are set forth in the Plan
attached hereto as Exhibit A. In the event of any conflict between the terms of
this letter and the Plan, the Plan will control.
3. GENERAL PROVISIONS.
(a) Nothing in this letter is intended to create a contract of
employment between you and the Company or any of its subsidiaries, or to
interfere in any way with the right of the Company or any of its
subsidiaries to terminate your employment at any time.
(b) All payments made pursuant to this letter or the Plan will be
subject to applicable withholding taxes.
(c) Any Stay Put Bonus or Sale Incentive Bonus made pursuant to
this letter or the Plan will not be treated as compensation for purposes
of calculating your benefits, if any, under the Company's Salaried
Pension Plan or Supplemental Executive Retirement Plan, or any other
retirement/pension plan maintained by the Company and/or any of its
subsidiaries (foreign or domestic).
(d) This letter will be governed by and construed in accordance
with the laws of the State of Ohio applicable to agreements made and to
be performed entirely within such State.
(e) No amendment or modification of this letter may be made
except by a written instrument signed by the Company and you.
(f) All disputes arising under or related to this letter or the
Plan will be resolved by arbitration. Such arbitration will be conducted
by an arbitrator mutually selected by the Company and you (or, if the
Company and you are unable to agree upon an arbitrator within 10 days,
then the Company and you will each select an arbitrator, and the
arbitrators so selected will mutually select a third arbitrator, who
will resolve such dispute). Such arbitration will be conducted in
accordance with the applicable rules of the American Arbitration
Association. Any decision rendered by an arbitrator pursuant hereto may
be enforced by a court of competent jurisdiction without review of such
decision by such court. The Company will pay all of the fees and
expenses of the arbitrators and the other costs of arbitration. The
Company also will pay your reasonable legal fees and expenses incurred
in connection with any successful enforcement by you of your rights
hereunder.
(g) This letter and its terms should be kept strictly
confidential and should not be discussed with anyone except a
prospective successor to the Company, your
attorney or your financial advisor (and then only if they agree to
maintain such confidentiality).
(h) The Company hereby agrees that, in the event of a Change in
Control occurring on or prior to December 31, 1998, it will take
whatever action it legally can in order to cause any assignee or
transferee of all or substantially all of the assets of the Company to
expressly assume the liabilities, obligations and duties of the Company
under this letter and the Plan.
Please acknowledge your agreement with the terms of this letter by
signing your name in the space provided below and returning a copy of this
letter to Tom Petry. If you have any questions concerning this letter or the
Plan, please contact Dave Evans at 513-629-2529.
Sincerely yours,
Eagle-Picher Industries, Inc.
By: /s/ DARIUS W. GASKINS, JR.
-------------------------------------
Darius W. Gaskins, Jr.
Chairman of the Compensation
Committee
Acknowledged and Agreed
/s/ WAYNE R. WICKENS
- --------------------------
Wayne R. Wickens