Exhibit 10.8
[Westlake letterhead]
June 5, 2003
Ruth Dreessen
Westlake Chemical Corporation
2801 Post Oak Boulevard, Suite 600
Houston , TX 77056
Dear Ruth:
On behalf of the Westlake Group I am pleased to confirm our offer to you to join
Westlake Management Services Corporation as a part-time employee. The provisions
of this offer are summarized below.
SECTION
POSITION: Sr. Vice President & Chief Financial Officer (CFO) and
member of our Advisory Board
LOCATION: Houston, Corporate Office
REPORTING: You will report to Albert Chao, President.
BASE PAY: Your monthly pay would be based on an annualized rate
of $200,000 a year.
EMPLOYEEBENEFITS: You understand by agreeing to this offer you will have
specifically and irrevocably waived your rights to employee
benefits pursuant to this agreement and the provisions of
the various plan documents.
SPECIAL BONUSES: You will be eligible for special bonus payments based upon
specific achievements and contributions associated with
projects such as mergers and acquisitions, etc. as outlined
below.
A. If there is a sale of ownership interests of the
company to a third party or a private equity offering,
but not an IPO or any offerings of the company's shares
or securities to the public, resulting in proceeds to
the company equal to or greater than $10mm, the bonus
compensation would be equal to 2/10 of 1% of the equity
value received by the company payable in cash in stock
according to the terms of the transaction. In case of
stock, some liquidity provisions, e.g., 3-5 years,
would be mutually agreed upon.
B. Any transaction, other than those in A. above,
involving mergers, acquisitions and partial
dispositions, and in excess of $10mm transaction value,
will result in a bonus payment equal to 1/10 of 1% of
the enterprise value of the transaction, payable upon
closing in cash.
C. Further, at the discretion of the Chairman's Office
additional discretionary bonuses may be provided
subject to the performance of the company and your
individual performance.
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TERMINATION: In the event of the discontinuance of your services at the
Company's or shareholder's request and not for cause:
A. You will receive, the greater of, a lump sum payment
depending on the year during which the termination
occurred as indicated below or the Company's standard
severance package:
a. During 1st year - $ 200,000
b. During 2nd year - $150,000
c. During 3rd year - $ 100,000
d. During 4th year - $ 50,000
e. After the 4th year - $0
CLUB: You will become eligible for membership in the University
Club under our Corporate Membership Plan.
EXECUTIVE PHYSICAL: You will be provided with annual executive physical
examination at company expense.
STATUS: As a part-time employee you are expected to work an
average of not less than 50% of the standard work hours
per company policy. Further, you will agree to make
yourself available for all management, staff, board and
related business meetings to the extent possible and at
other times as deemed necessary for the successful
completion of projects, programs, and initiatives.
CONFLICT OF INTEREST: You will not take a position or represent interests that
would conflict with the company's interests during the
term of employment without the prior written consent of
the company. Your board position at Better Minerals and
Aggregates Inc. is not deemed a conflict with the
company's interest unless the business changes in the
future for that company.
Ruth, this offer is contingent upon the following.
|X| The successful completion of a drug-screen. Arrangements will be made
to complete this as soon as possible through our HR Department.
|X| Verification of your eligibility to work in the United States under
the provisions of the Immigration and Naturalization Services
guidelines. (Verified at employment through two forms of identity,
e.g., passport, social security card, etc.)
|X| Completion of all pre-employment reference and background checks,
including a credit check. To help in the completion of this effort
please complete and return the enclosed Application for Employment.
We are excited to have you join us as a part of the management team and look
forward to many years of working with you as we continue to build Westlake. Once
you have completed your review of the summary above please acknowledge your
acceptance by signing below and returning a copy to my attention.
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Best regards,
/s/ Albert Chao
- ------------------------------------------
Albert Chao
President
AGREED:
/s/ Ruth Dreessen
- -------------------------------------------
Ruth Dreessen
cc: D. R. Hansen
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