EXHIBIT 10.9
[LETTERHEAD OF COMMERCIAL INTERTECH]
December 3, 1993
Personal and Confidential
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Mr. Mark G Kachur
29 School Lane
Lloyd Harbor
Long Island, NY 11743
Dear Mark:
On behalf of Commercial Intertech S.A. of Diekirch, Grand Duchy of Luxembourg,
I am pleased to extend an offer of employment, the terms of which are detailed
as follows:
Title:
Senior Vice President-Asian Marketing, reporting to Chairman of Commercial
Intertech S.A. June 1, 1994 - Senior Vice President-Fluid Purification
June 1, 1994 - Senior Vice President-Fluid Purification Group, reporting to
Chairman of Commercial Intertech Corp.
Responsibilities:
Until June 1, 1994, your duties will include developing new markets in
hydraulics and metals directed to Asian, Far East and Pacific Rim
countries. Specifically excluded from duties are any active
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responsibilities in the Fluid Purification Group.
June 1, 1994 and thereafter, duties will include direction of worldwide
activities of Fluid Purification Group.
Base of Operations:
Until June 1, 1994, Diekirch, Grand Duchy of Luxembourg. June 1, 1994 and
thereafter, Meriden, Connecticut.
Length of Employment Agreement:
While it is our desire that you will finish your business career with us,
this initial employment agreement, per your request, is for a three-year
period.
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Compensation (base salary and bonus paid on an October 31 fiscal year-end
basis):
Fiscal Year 1 - base salary of $240,000 plus $120,000 signing bonus paid
in December 1994, salary will be prorated based upon date of employment.
Fiscal Year 2 - base salary to be adjusted in accordance with external
compensation consultants' recommendations plus second year guaranteed
signing bonus, the combined total of which will be no less than
$325,000, exclusive of participation in the salaried incentive plan
(bonus plan).
Fiscal Year 3 - base salary to be adjusted in accordance with external
compensation consultants' recommendations (no less than $265,000).
Salaried Incentive Plan:
40% of base salary target level with maximum 60% upon achievement of
performance goals; eligibility in second year of employment.
Stock Awards:
7,500 Restricted Shares granted conditioned only by continued employment
by the Company for five years. During the five-year restricted period,
you will receive dividends and vote the shares although the share
certificates will be legended and held in escrow by the Corporate
Secretary. If you should leave the employment of the Company at the end
of your three-year agreement, Commercial would waive the continued
employment requirement on 60 percent of the 7,500 shares.
Options to Purchase Shares:
Year 1 10,000
Year 2 10,000
Year 3 15,000
Non-qualified stock option grants for 10 years, exercisable one-half in
two years and one-half in three years. The price will be the fair market
value on the date of the grant.
Performance Shares - 8,000 shares to be granted in January 1995
conditioned upon the achievement of certain performance goals over a
three-year time horizon.
Relocation:
Customary key executive reimbursement for moving expenses and normal
costs associated with the purchase of residence
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in Connecticut and the sale of two residences (Charlottesville, Virginia
in 1994 and Long Island, New York in 1995.)
Additionally, the Company agrees to provide reasonable temporary
residence cost reimbursement, subject to final approval by the Chairman
and Chief Executive Officer, in Connecticut until June of 1995.
Automobile Allowance:
$805 per month plus use of gasoline credit card - certain guidelines on
choice of automobile apply.
Benefit Programs:
Participation in various benefit programs as soon as eligibility
requirements are fulfilled.
Such programs include salaried pension plan, 401(k), non-qualified
savings and stock purchase plan, medical, hospitalization, life,
disability, and accidental death and dismemberment insurance. Some
modest contributions on your part may be required depending upon
selected coverage levels.
Supplemental Executive Retirement Plan:
The Company agrees to provide a SERP utilizing base salary based upon
actual years of employment accrued at age 65.
Vacation:
Four weeks per year until retirement.
Indemnification:
If you join Commercial Intertech S.A. prior to May 23, 1994, Company
agrees to indemnify and defend you against costs and damages associated
with alleged breach of covenant not to compete against your former
employer, Pall Corporation.
If said former employer litigates and is successful in preventing your
employment with Commercial Intertech S.A., Company will compensate you
with your monthly base compensation until June 1, 1994, or whenever
restriction is lifted, whichever occurs first. During this restricted
period, Commercial will provide reimbursement for your medical coverage
(COBRA) as well as the monthly automobile allowance.
Covenant Not To Compete Against Commercial Intertech Corp.:
During the three-year contract and thereafter, you agree not to provide
services to any entity considered by the Company
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to be a competitor for no more than two years following voluntary or
involuntary termination from Company. For each year of such covenant not
to compete, you will receive a year's base compensation, appropriate
bonus and benefits. (Upon commencement of duties, you will be required
to execute the Company's standard Key Executive Agreement setting forth
confidentiality and non-competition obligations.)
Change of Control:
In the event of termination after a change of control of the Company,
you will be provided the Company's standard severance compensation
agreement guaranteeing two year's base compensation.
Mark, I hope you find this proposal acceptable. If you agree with the
terms of this letter, please sign the acceptance on a copy of the letter
and return it to me.
We look forward to your coming aboard!
Sincerely,
/s/ PAUL J. POWERS
Paul J. Powers
PJP/sms
Acceptance
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The above terms and conditions are accepted this 4 day of December, 1993.
/s/ MARK G. KACHUR