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EXHIBIT 10.55
November 10, 1992
Mr. Gary L. Clark
Kaiser Aluminum & Chemical Corporation/MAXXAM Inc.
5847 San Felipe, Suite 2600
Houston, TX 77057
Dear Gary:
When countersigned by you and delivered to me, this letter shall
witness and constitute an agreement between you, Kaiser Aluminum & Chemical
Corporation ("KACC"), and MAXXAM Inc. ("MAXXAM") upon the terms herein stated.
KACC and MAXXAM are collectively referred to herein as the "Company."
You have agreed to transfer to and serve, beginning January 1, 1993 as
the Vice President-Finance and Administration of The Pacific Lumber Company
(PL), an affiliate of KACC and MAXXAM, and to otherwise render services in
accordance with the terms of that certain Employment Agreement between PL and
you which became effective as of October 1, 1992.
You have agreed to resign all of your officer positions at KACC and
MAXXAM and all of their non-PL subsidiaries and affiliates as of September 30,
1992 or such other dates on or prior to December 31, 1992 as such respective
corporations may prefer.
You have also agreed during your employment with PL, to consult with
the Company concerning its treasury functions and other financial functions
with which you have experience and expertise, from time to time, on a part time
basis not to exceed 15 hours in any one calendar month.
In consideration for your consultancy to the Company, KACC and MAXXAM
hereby respectively agree as follows:
1. KACC agrees to advance the cost of your move to Scotia,
California and such other benefits as are provided in
accordance with KACC's executive relocation policy for
transferred employees plus, if not otherwise provided
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for, your out of pocket costs of reasonable travel and
temporary lodging expenses directly caused by your move to
Scotia, subject to the reimbursement to KACC of such advances
by PL;
2. KACC shall treat your KACC pension and Plan B benefits in
accordance with and otherwise adhere to the terms of that
certain memorandum dated December 21, 1992 to you from Joe
Bonn, a copy of which is hereto attached;
3. The Company agrees to permit you to move to Scotia, California
in October, 1992 and to then begin to become acquainted with
your new duties at PL and to begin to reduce your KACC and
MAXXAM duties;
4. KACC agrees to continue your employment by KACC through
December 31, 1992 for all benefit plan purposes, and to pay
you appropriately for all accrued and unused vacation carried
through December 31, 1992, and to consider payment of a bonus
for the 1992 employment year as if you were a continuing
employee of KACC;
5. KACC agrees to pay your accrued benefits under the KACC Middle
Management Incentive Plan ("MM Plan") following termination of
your participation therein on December 31, 1992, subject to
any amendment to such plan made as of December 31, 1992 or
earlier;
6. KACC agrees to pay you $7,000 per annum and MAXXAM agrees to
pay you $7,000 per annum for an aggregate of $14,000 per annum
payable by KACC and MAXXAM, in respective lump sum payments,
in advance on or about January 1 of each year during the term
hereof; provided, however, that as respects each of KACC and
MAXXAM, you shall return a prorata portion of such annual
payment for any calendar year in which, for any reason other
than your death, this consulting agreement is terminated prior
to year end;
It is understood that your KACC and MAXXAM consultancy shall be
severable and shall be coterminous with your employment at PL unless otherwise
agreed in writing. I have executed two originals of this letter Agreement. If
acceptable, please sign both, retain one for your records and return the other
to me.
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Yours truly,
KAISER ALUMINUM & CHEMICAL
CORPORATION
By: /s/ John M. Seidl
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John M. Seidl, Chairman
MAXXAM INC.
By: /s/ John M. Seidl
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John M. Seidl, President
Understood and Agreed to
/s/ Gary L. Clark
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Gary L. Clark