EXHIBIT 10.4
December 10, 1999
Mr. Warren Wilder
6645 Westchester
Houston, TX 77005
Dear Warren:
On behalf of the Westlake Group I am pleased to confirm our offer to you to join
Westlake Management Services Corporation. The provisions of this offer are
summarized below.
POSITION: Vice President, Planning & Business Development
LOCATION: Houston, Corporate Office
REPORTING: You will report to the Chairman's Office.
BASE PAY: $165,000 per year.
QUARTERLY INCENTIVE: You will become eligible for participation in the
Quarterly Incentive Plan. This plan currently has a
maximum payment of 2% of annual base pay per quarter.
MANAGEMENT BONUS: In this position you will be eligible for
participation in the annual Management Incentive
bonus program. Your target bonus will be 40%. As
discussed the actual payment will be conditioned on
the performance of the company and your individual
contributions and may be higher or lower than the
target.
SIGN ON: As an incentive for you to accept our offer you will
be paid a signing bonus of $100,000. This will be
paid at the rate of $40,000 upon employment and
$30,000 on January 1, 2001; and $30,000 on January 1,
2002.
LONG TERM INCENTIVE: You will be eligible for awards under the provisions
of the Performance Unit Plan (PUP) with a target
grant equal to 40%. In this regard you will be
provided an initial grant of units at the date of
hire in an amount equal to a projected cash value of
40% of your base salary based upon the provisions of
the plan.
VACATION: You will be eligible for 3 weeks vacation during
2000. Beginning in 2001 you will become eligible for
4 weeks vacation.
PROFIT SHARING: You will be eligible for any profit sharing payments
made to employees at the discretion of the Chairman's
Office.
BENEFITS: You will be eligible for all benefits provided to
regular, full-time employees of Westlake Management
Services pursuant to the terms and conditions of the
plan documents, as summarized in the packet provided
to you earlier for your review.
CLUB: You will become eligible for membership in the
University Club under our Corporate Membership Plan.
This will entitle you to athletic and dining
privileges.
START DATE: We would hope to have you on board no later than
February 1, 2000. We can discuss the actual timing
and logistics over the next few days.
TERM OF EMPLOYMENT: Your employment with Westlake will be on an at-will
basis without promissory or contractual rights to
retention. However, in the event of your involuntary
termination, other than for cause, death, retirement
or disability, you will be provided with the
following:
1. 12 months base pay at the then current rate.
2. An amount equal to the target bonus at the
then current percentage, times the corporate
performance factor as determined at the next
bonus calculation period.
3. Continuation of health care benefits for a
period equal to 12 months.
Warren, this offer is contingent upon the following.
- The successful completion of a drug-screen. Arrangements will
be made to complete this as soon as possible. Linda Taylor
from my office will make arrangements through our HR
Department to assist you in this regard.
- Verification of your eligibility to work in the United States
under the provisions of the Immigration and Naturalization
Services guidelines. (verified at employment)
- Completion of all pre-employment reference and background
checks, including a credit check.
We are excited that you have elected to join us and look forward to many years
of working with you as we continue to build the Westlake team. Once you have
completed your review of the summary above please acknowledge your acceptance by
signing below and returning a copy to my attention.
Best regards,
/s/ David R. Hansen
David R. Hansen
Sr. Vice President, Administration
AGREED:
/s/ Warren Wilder
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Warren Wilder