EXHIBIT 10.10
November 5, 2003
Mr. Stephen Wallace
4119 Rice Blvd.
Houston, TX 77005
RE: AMENDED OFFER VIA FAX
Dear Stephen:
On behalf of Westlake I am pleased to extend an offer to you to join Westlake
Management Services Corporation. The provisions of this offer are summarized
below.
POSITION: Vice President & General Counsel
LOCATION: Houston, Corporate Office
REPORTING: You will report to the President, Albert Chao.
BASE PAY: $228,000
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 30%. Actual
payment will be conditioned on the performance of the
company and your individual contributions and may be
higher or lower than the target.
LONG TERM INCENTIVE: You will be eligible for awards under the provisions
of the Performance Unit Plan (PUP) with a target
grant equal to 30%.
PROFIT SHARING: You will be eligible for any profit sharing payments
made to employees at the discretion of the Chairman's
Office.
VACATION: You will be eligible for 2 weeks vacation in 2003,
3 weeks vacation beginning in 2004 and 4 weeks in
2007.
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. This includes the 401(k), which has a
matching provision of $.50 on the dollar up to the
first 6%, and an Annual Retirement Contribution equal
to 5% of your base pay. A summary of these and other
benefits will be provided for your review.
COBRA PAYMENTS: Your eligibility to participate in the Westlake
Health Care Plan will begin 90 days from your
employment date. In the interim the company will
reimburse you for the Cobra premiums required to
continue your current coverage with your employer
until you become eligible for Westlake's benefit.
CLUB: You will become eligible for membership in the
University Club under our Corporate Membership Plan.
EXECUTIVE PHYSICAL: You will be provided with an annual executive
physical examination at company expense.
SIGNING BONUS: A signing bonus totaling $80,000 will be paid as
follows. $40,000 will be paid in January 2004 and
$40,000 paid in January 2005, assuming you remain an
employee during this period. However, if your
termination is due to death, a permanent disability
or involuntary separation without cause, any
remaining payment will be made to you or to your
beneficiary in the event of death.
SEVERANCE: 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 from the company without cause you will
be provided a severance payment as noted below for
the year in which the separation occurs.
2004-2005 6 months base pay
2006 3 months base pay
2007 2 months base pay
2008 1 month base pay
START DATE: We will plan to have you report to your new
assignment on December 1, 2003.
Stephen, 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. Steve Edwards
from our HR department will 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 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.
Best regards,
/s/ Albert Chao
Albert Chao
President
AGREED:
/s/ Stephen Wallace
Stephen Wallace
Cc: David R. Hansen