EXHIBIT 10.50
[BTU INTERNATIONAL, INC. LETTERHEAD]
February 7, 2003
BY HAND DELIVERY
Mr. Paul van der Wansem
c/o BTU International, Inc.
23 Esquire Road
North Billerica, Massachusetts 01862
Dear Paul:
As we discussed, we have mutually agreed that it is appropriate for you
to transition out of your employment relationship with BTU International, Inc.
(the "Company"). As a result, your employment with the Company will end on June
30, 2003 (the "Separation Date"). In light of your knowledge and experience,
however, and your potential to make significant contributions to the Company,
the Company wishes to retain your services as a consultant and as Chairman of
the Board of Directors (the "Board") for a period of time following the
Separation Date. The purpose of this letter is to confirm the agreement between
you and the Company:
1. TRANSITION PERIOD. Provided that you continue to meet your
obligations under this Agreement and under the Company's Corporate Code of
Conduct (the "Code of Conduct"), the Company will continue your employment from
the date of this letter through the Separation Date (the "Transition Period").
During the Transition Period, the Company (a) will continue to pay you your base
salary, at your current base rate of pay; (b) will continue your participation
in all benefit plans in which you were enrolled as of December 31, 2002; and (c)
will continue to provide you with all other benefits you were receiving as of
December 31, 2002.
2. PAYMENTS. The Company has provided you the following:
(a) UNRESTRICTED STOCK GRANT. On December 17, 2002, the
Compensation Committee of the Board granted you seventy five thousand (75,000)
shares of unrestricted common stock of the Company pursuant to the 1993 Equity
Incentive Plan (the "Equity Incentive Plan").
(b) STOCK OPTIONS. On December 17, 2002, the Compensation
Committee of the Board granted you an option to purchase fifty thousand (50,000)
shares of unrestricted common stock of the Company at a price per share of $1.86
(the "December 17, 2002 Options"). The December 17, 2002 Options are not
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended. The December 17, 2002 Options shall vest and
become exercisable as set forth in the Equity Incentive Plan and the applicable
option certificate. The December 17, 2002 Options shall be subject to the Equity
Incentive Plan.
(c) BONUS PAYMENT. The Company provided you with one lump sum
payment in the amount of One Hundred Thousand Dollars ($100,000).
3. CONSULTING AND CHAIRMANSHIP PERIODS. Provided that you continue to
meet your obligations under this Agreement and under the Code of Conduct, (i)
the Company hereby engages your services as a consultant to the Company for the
period commencing as of the Separation Date and terminating on June 30, 2007,
unless earlier terminated as provided in Paragraph 4 hereof (the "Consulting
Period"), and (ii) the Company will nominate you to serve as a Director of the
Company and, if you are elected by the Company's shareholders to serve as a
Director of the Company, you will serve as Chairman of the Board for the period
terminating June 30, 2007, unless earlier terminated as provided in Paragraph 4
hereof (the "Chairmanship Period"); provided that if the Chairmanship Period
terminates prior to June 30, 2007 pursuant to Paragraphs 4(b), 4(c), 4(d) or
4(f) hereof, the Company will continue to nominate you to serve as a Director of
the Company at each applicable shareholders' meeting until June 30, 2007. If the
Company chooses to nominate you to serve as a Director of the Company after June
30, 2007, and if you are so elected by the Company's shareholders, you will
serve as a Director of the Company for the term to which you were elected, and
you will receive compensation equal to the stipend provided annually to other
members of the Board.
(a) FEES. As compensation for your services as Chairman of the
Board during the Chairmanship Period, the Company shall pay you a fee at the
rate of One Hundred Thousand Dollars ($100,000) per year from July 1, 2003
through the remainder of the Chairmanship Period, payable bi-weekly (the
"Chairman Fee"). As compensation for your making yourself available to provide
consulting services during the Consulting Period, regardless of whether the
Company chooses to utilize your services, the Company shall pay you a consulting
fee of Two Hundred Four Thousand Dollars ($204,000) per year during the
Consulting Period, payable bi-weekly (the "Consulting Fee"). Because you will be
an independent contractor and not an employee after the Separation Date, the
Consulting Fee and the Chairman Fee are not subject to withholding for Social
Security, unemployment, Medicare, federal, state or local income or other taxes,
and all taxes and other legally required payments shall be your sole
responsibility.
(b) SERVICES. During the Chairmanship Period, you shall devote
as much business time as is necessary to discharge your duties and
responsibilities as Chairman. In addition, during the Consulting Period, you
shall make yourself available for up to six hundred (600) hours per contract
year (July 1 through June 30) to provide such advice and consulting services,
reasonably related to your skills and experience and consistent with your former
duties as Chief Executive Officer, that the Company may, through its Chief
Executive Officer or Board, from time to time request, including but not limited
to advice relating to transition issues and special projects. You agree to
advise the Company of any periods of your unavailability due to vacations or
other reasonable absences, and the Company agrees to coordinate with you any
periods during which your availability will be required, so as to continue to
meet your needs and those of the Company throughout the Consulting Period and
Chairmanship Period.
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(c) OTHER TERMS. The following terms and conditions shall
apply to your relationship with the Company:
(i) After the Separation Date, you will not
participate in, or receive benefits under, any bonus or other compensation plan,
any stock option plan, any employee benefit plan or other employee plan, program
or arrangement of the Company, except as expressly provided in this Agreement or
as expressly provided by the Board; nor will you be eligible to earn paid time
off. You may elect to continue your participation and that of your eligible
dependents in the Company's group health plan or other eligible plans under the
federal law known as COBRA by paying the full premium cost, with no additional
administrative fee.
(ii) The Company will reimburse you, in accordance
with Company policies regarding reimbursement of business expenses as amended
from time to time, for all business expenses which you necessarily and
reasonably incur in performing your duties hereunder.
(iii) You and the Company will execute, no later than
the date you sign this Agreement, a Collateral Assignment Agreement in the form
attached hereto as EXHIBIT 1 (the "Collateral Assignment Agreement") regarding
the split-dollar life insurance policy issued by New York Life Insurance
Company, identified as Policy Number 40-572-487 (the "Split Dollar Policy").
Further, you agree to execute promptly any documents requested by New York Life
Insurance Company in connection with the Collateral Assignment Agreement.
(A) The Collateral Assignment Agreement is
expressly intended to supersede any collateral assignment agreements or other
agreements regarding the Company's rights with respect to Policy Number
40-572-487 that have been executed previously by you, by the Company, or by you
and the Company. Under the Collateral Assignment Agreement, which is expressly
incorporated herein, you assign to the Company an amount of the cash value of
the Split Dollar Policy equal to the amount of the Company contribution to
payment of the premiums of the Split Dollar Policy (the "Company Interest") and
you retain all ownership of the remaining cash value of the Split Dollar Policy
(the "Insured Interest"). The premiums on the Split Dollar Policy will continue
to be paid using the dividends on the Split Dollar Policy, provided that you
will be responsible for payment of the premiums in the event that the dividends
are insufficient to pay the premiums. The Company Interest and the Insured
Interest will continue to grow pro rata (based on their respective percentages
of the cash value of the Split Dollar Policy) as additional premiums are paid on
the Split Dollar Policy, provided that if, in the event that dividends on the
Split Dollar Policy are insufficient to pay the premiums, you pay the balance of
any premium due yourself, and New York Life Insurance Company demonstrates that
any increase in the cash value of the Split Dollar Policy is solely attributable
to a payment made by you to cover the difference between the premium due and the
dividend on the Split Dollar Policy, such increase in the cash value shall be
apportioned solely to the Insured Interest.
(B) In the event of your death at any time prior
to your buy-out of the Company Interest as described below, the Company will
receive a benefit equal to the sum of the Company Interest as of January 1, 2003
(Two Hundred Thirty Two Thousand Dollars
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($232,000)) and any amount of cash build-up that accumulated in the Company
Interest subsequent to January 1, 2003 as a result of the pro rata growth
formula set forth in Paragraph 3(c)(iii)(A) above. You will continue to maintain
the Split Dollar Policy at least until such time as you buy out the Company
Interest. To buy out the Company Interest, you must pay to the Company an amount
equal to the sum of the Company Interest as of January 1, 2003 (Two Hundred
Thirty Two Thousand Dollars ($232,000)) and any amount of cash build-up that
accumulated in the Company Interest subsequent to January 1, 2003 as a result of
the pro rata growth formula set forth in Paragraph 3(c)(iii)(A) above,
discounted by a rate of 3% over a period equal to the number of remaining years
in your life expectancy at the time you buy out the Company Interest, as set
forth in trade publications for the life insurance industry.
(C) The Company agrees that it will not borrow
against the Company Interest and/or any amount of cash build-up that accumulates
in the Company Interest subsequent to January 1, 2003 as a result of the pro
rata growth formula set forth in Paragraph 3(c)(iii)(A) above, at any time
following the effective date of this Agreement.
(iv) All options to purchase the common stock of the
Company that have been granted to you, whether pursuant to Paragraph 2(b) hereof
or otherwise (the "Options"), will continue to vest and become exercisable in
accordance with the vesting schedules set forth in the Equity Incentive Plan and
the applicable option certificates, provided this is consistent with applicable
law.
(A) Notwithstanding any provision to the
contrary in the Equity Incentive Plan or the applicable option certificates: (i)
upon termination of the Consulting Period or Chairmanship Period pursuant to
Paragraphs 4(d) or 4(e) hereof, all of the outstanding Options will immediately
vest and become exercisable, and will remain exercisable for one year from the
date of termination of the Consulting Period or the Chairmanship Period, as
appropriate; (ii) upon termination pursuant to Paragraphs 4(b), 4(f), 4(g) or
4(h) hereof, all of the outstanding Options in which you are vested on the date
of termination will remain exercisable for one year from the date of
termination, and all of the outstanding Options in which you are not vested on
the date of termination will continue to vest in accordance with the Equity
Incentive Plan and applicable option certificates, and will be exercisable for
ninety (90) days from the respective date of vesting; and (iii) in the event of
termination pursuant to Paragraphs 4(a) or 4(c) hereof, you shall have ninety
(90) days to exercise any of the Options in which you were vested as of the date
of termination, and all unvested Options shall be forfeited.
(B) In the event of a consolidation or merger in
which the Company is not the surviving entity, the Company will, if so requested
by you, exercise reasonable efforts to obtain for you a replacement stock option
award from the surviving entity, equivalent in value to the value of the
outstanding Options on the date the consolidation or merger becomes effective.
If the Company is unable to secure a replacement stock option award for you, all
of the outstanding Options will vest and become exercisable immediately prior to
the consolidation or merger.
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Except as otherwise expressly provided in this Paragraph 3(c)(iv), the terms and
conditions of the Options shall remain unchanged and shall be governed by the
terms of the Equity Incentive Plan and any other applicable stock option grant
certificate.
(v) In connection with your services to the Company
under this Agreement: (A) through June 30, 2004, the Company will continue to
provide you with your present office at the Company and will continue to allow
you to utilize the services of the individual currently employed as your
executive assistant, or a replacement for your current assistant; and (B) after
June 30, 2004, the Company will provide you with appropriate office space and
secretarial support at the Company's Billerica, Massachusetts location or
elsewhere, as agreed to by you and the Company.
(vi) The Company will continue as the beneficiary and
will continue to pay the premiums due on the key man term life insurance policy
that is maintained by First Colony Life Insurance Company, identified as Policy
Number 2692639 (the "Key Man Policy"), if any such premiums are due, through
June 30, 2003. On July 1, 2003, the Company will discontinue payment of the
premiums, at which time you shall have the option of assuming ownership, and
becoming the beneficiary, of the Key Man Policy and continuing payment of the
premiums yourself.
4. TERMINATION OF THE TRANSITION PERIOD, CONSULTING PERIOD AND
CHAIRMANSHIP PERIOD. Notwithstanding the provisions of Paragraphs 1 and 3
hereof, the Transition Period, Consulting Period and/or Chairmanship Period will
terminate under the following circumstances:
(a) BY THE COMPANY FOR CAUSE. The Company may terminate the
Transition Period, Consulting Period and/or the Chairmanship Period for Cause at
any time upon notice to you setting forth in reasonable detail such Cause. The
following, as determined by the Board in its reasonable judgment, shall
constitute Cause:
(i) material breach by you of any provision of this
Agreement, which breach, if susceptible to cure, remains uncured for thirty (30)
days after written notice from the Company specifying the nature of such breach;
(ii) fraud, embezzlement or other material dishonesty
with respect to the Company or any of its Affiliates; or
(iii) conviction of, or plea of nolo contendre or
guilty to, a felony or other crime involving moral turpitude.
Upon the giving of notice of termination for Cause, the Company shall have no
further obligation to you, other than for any base salary, Chairman Fees or
Consulting Fees that were earned but not paid through the date of notice, or as
expressly set forth in this Agreement.
(b) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may
terminate the Consulting Period and/or the Chairmanship Period other than for
Cause under the following circumstances:
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(i) Beginning on July 1, 2004, the Board may elect to
terminate the Consulting Period at any time upon three months' prior written
notice. In the event of such termination, in addition to any Consulting Fees
that were earned but unpaid prior to the termination date, the Company shall pay
you one lump sum in an amount representing the remainder of the Consulting Fees
that would have been due had the Consulting Period continued through June 30,
2007.
(ii) Beginning on July 1, 2005, the Board may elect
to terminate the Chairmanship Period at any time upon three months' prior
written notice, provided that the Board may not terminate the Chairmanship
Period if it has not simultaneously or previously terminated the Consulting
Period. In the event of such termination, in addition to any Chairman Fees that
were earned but unpaid prior to the termination date, the Company shall pay you
one lump sum in an amount representing the remainder of the Chairman Fees that
would have been due had the Chairmanship Period continued through June 30, 2007.
If the Board elects to terminate the Chairmanship Period pursuant to this
paragraph 4(b)(ii), you will have the option of remaining on the Board as a
Member with the title of Chairman Emeritus until June 30, 2007, without any
additional compensation.
(c) BY YOU OTHER THAN FOR GOOD REASON. You may terminate the
Consulting Period and/or the Chairmanship Period under the following
circumstances:
(i) Beginning on July 1, 2004, you may elect to
terminate the Consulting Period at any time upon three months' prior written
notice. In the event of such termination, in addition to any Consulting Fees
that were earned but unpaid prior to the termination date, the Company shall pay
you one lump sum in an amount representing the remainder of the Consulting Fees
that would have been due had the Consulting Period continued through June 30,
2007, less a discount equal to three percent (3%) per year for each year (and at
the same rate for any partial year) of such remaining payments (the "Consulting
Lump Sum Payment"); provided that if, at the time you provide notice of
termination under this Paragraph 4(c)(i), the Company is in a state of financial
duress as determined by the Board, in good faith after consultation with you,
the Board may choose to delay the Consulting Lump Sum Payment, in which case you
will have the option of either (A) receiving bi-weekly payments of the
Consulting Fee, as described in Paragraph 3(a) hereof, until such time as the
Company is no longer in a state of financial duress, as determined by the Board,
in good faith after consultation with you, at which time the Company will pay
you the remaining balance due on the Consulting Lump Sum Payment; or (B)
receiving the entire value of the Consulting Lump Sum Payment, or a portion of
such value to be designated by you, in shares of the Company's unrestricted
common stock, the number of shares to be calculated using the fair market value
of such shares on the date you choose to exercise the option set forth in this
Paragraph 4(c)(i)(B), such shares to be transferred to you within ten (10)
business days of the date you make the election. If you elect the option
described in Paragraph 4(c)(i)(B) and elect to receive any portion less than
100% of the Consulting Lump Sum Payment in shares of unrestricted common stock,
the remaining balance of the Consulting Lump Sum Payment will be paid to you in
bi-weekly payments as described in Paragraph 3(a) hereof, until such time as you
have received the entire value of the Consulting Lump Sum Payment through the
combination of unrestricted common stock and bi-
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weekly payments. If the Board notifies you that it has elected to delay the
Consulting Lump Sum Payment due to financial duress, you must inform the Board
in writing whether you choose to proceed under Paragraph 4(c)(i)(A) or Paragraph
4(c)(i)(B) within twenty-one (21) business days of such notification. If you do
not inform the Board of your choice in a timely manner, you will receive
bi-weekly payments in accordance with Paragraph 4(c)(i)(A).
(ii) Beginning on July 1, 2005, you may elect to
terminate the Chairmanship Period at any time upon three months' prior written
notice. If you elect to terminate the Chairmanship Period pursuant to this
Paragraph 4(c)(ii), you will have the option of remaining on the Board as a
Member with the title of Chairman Emeritus until June 30, 2007, without any
additional compensation. In the event of such termination pursuant to this
Paragraph 4(c)(ii), in addition to any Chairman Fees that were earned but unpaid
prior to the termination date, the Company shall pay you one lump sum in an
amount representing the remainder of the Chairman Fees that would have been due
had the Chairmanship Period continued through June 30, 2007, less a discount
equal to three percent (3%) per year for each year (and at the same rate for any
partial year) of such remaining payments (the "Chairmanship Lump Sum Payment").
(d) BY YOU FOR GOOD REASON. You may terminate the Transition
Period (at any time before June 30, 2003), the Consulting Period (at any time
before July 1, 2004) and/or the Chairmanship Period (at any time before July 1,
2005), for Good Reason upon notice to the Company setting forth in reasonable
detail such Good Reason. The following shall constitute Good Reason to terminate
the Transition Period, the Chairmanship Period and/or the Consulting Period: (i)
a material failure of the Company to provide you with compensation and benefits
in accordance with the terms this Agreement which is not cured within ten (10)
days after the Company receives written notice from you describing such material
failure; or (ii) a material breach of this Agreement by the Company which breach
causes harm to you. In the event of termination of the Transition Period,
Consulting Period and/or Chairmanship Period pursuant to this Paragraph 4(d), in
addition to any amounts earned but unpaid prior to the termination date, the
Company shall pay you a lump sum in the amount representing the remainder of the
Consulting Fees and/or Chairman Fees, as applicable, through June 30, 2007.
(e) UPON A CHANGE OF CONTROL. If a Change of Control, as
defined in Paragraph 7(b) hereof, occurs during the Chairmanship Period or the
Consulting Period, then, in lieu of any other payments due you under this
Agreement, the Company shall provide you, immediately prior to the Change of
Control, the following benefits: (i) the Company shall pay you one lump sum in
an amount representing the remainder of the Consulting Fees and Chairman Fees
through June 30, 2007; and (ii) all of the outstanding Options described in
Paragraph 3(c)(iv) hereof shall vest and become exercisable.
(f) UPON FAILURE TO BE ELECTED TO THE BOARD. In the event
that, at any time before June 30, 2007, the shareholders of the Company fail to
elect you to the Board, the Chairmanship Period and the Consulting Period shall
immediately terminate. In the event of such termination, in addition to any base
salary, Consulting Fees and Chairman Fees that were earned but unpaid prior to
the termination date, the Company shall pay you one lump sum in an
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amount representing the remainder of the Consulting Fees and Chairman Fees
through June 30, 2007.
(g) DEATH. In the event of your death prior to June 30, 2003:
(A) the Chairmanship Period and the Transition Period shall immediately
terminate, and (B) in addition to any base salary that was earned but unpaid
prior to the termination date, the Company shall pay to your designated
beneficiary or, if no beneficiary has been designated, to your estate, one lump
sum in an amount representing the remainder of the Consulting Fees and Chairman
Fees through June 30, 2007, such lump sum to be funded through the Key Man
Policy referenced in Paragraph 3(c)(vi) above. In the event of your death
subsequent to June 30, 2003, the Chairmanship Period and the Consulting Period
shall immediately terminate, and the Company shall pay to your designated
beneficiary or, if no beneficiary has been designated, to your estate, any
Consulting Fees and Chairman Fees that were earned but unpaid prior to the
termination date.
(h) DISABILITY. The Company may terminate the Consulting
Period upon notice to you, in the event that you become disabled through any
illness, injury, accident or condition of either a physical or psychological
nature and, as a result, are unable to perform substantially all of your duties
and responsibilities hereunder for one hundred twenty (120) consecutive calendar
days during any period of three hundred and sixty-five (365) consecutive
calendar days. During any period of your disability, you shall continue to
receive the Consulting Fees until termination of the Consulting Period pursuant
to this Paragraph 4(h). In the event of such termination, in addition to any
Consulting Fees that were earned but unpaid prior to the termination date, the
Company shall continue to pay you sixty percent (60%) of the Consulting Fees
through June 30, 2007.
5. TAXATION. Except as otherwise provided herein, all payments by the
Company under this Agreement shall be reduced by all taxes and other amounts
which the Company is legally required to withhold and all other deductions
authorized by you.
6. ACKNOWLEDGMENTS. You agree that, except as expressly provided in
this Agreement, no further compensation is owed to you. Without limiting the
generality of the preceding sentence, you acknowledge that you will not be
eligible to receive any bonus compensation other than that expressly provided
under Paragraph 1(c) above. You will not continue to earn vacation or other paid
time off after the Separation Date and, other than any right you may have to
continue participation in the Company's group health and benefit plans at your
cost under the federal law known as COBRA following the Separation Date, your
participation in all Company employee benefit plans and programs will end as of
the Separation Date, in accordance with the terms of those plans and programs.
You will not receive any stock options, restricted stock, unrestricted stock, or
other equity of the Company, whether under an equity incentive plan or
otherwise, except as expressly provided in this Agreement or expressly provided
by the Board of Directors.
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7. DEFINITIONS. As used in this Agreement,
(a) "Affiliates" means all persons and entities directly or
indirectly controlling, controlled by or under common control with the Company,
where control may be by equity interest or otherwise, but excluding the present
or future management of the Company.
(b) "Change of Control" means the occurrence of any of the
following: (i) any Person or "group" (within the meaning of Section 13(d)(3) or
14(d)(2), as amended, of the Securities Exchange Act of 1934 (the "Exchange
Act")), other than the Company or any of its Affiliates or any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
one of its Affiliates, becomes a beneficial owner (within the meaning of Rule
13d-3, as amended, as promulgated under the Securities Exchange Act of 1934),
directly or indirectly, in one or a series of transactions, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding securities of the Company; (ii) there occurs a closing of a
sale or other disposition by the Company of all or substantially all of the
assets of the Company other than to one of more of the Company's Affiliates or
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any of its Affiliates; or (iii) a merger or consolidation in
which the Company is not the surviving corporation.
8. MISCELLANEOUS PROVISIONS. This letter and the Collateral Assignment
Agreement attached as EXHIBIT 1 contain the entire agreement between you and the
Company and replace all prior and contemporaneous agreements, communications and
understandings, whether written or oral, with respect to your employment and its
termination and all related matters, excluding only the Code of Conduct, the
Equity Incentive Plan, and the stock option certificates applicable to the
Options, which shall remain in full force and effect in accordance with their
terms. This Agreement may not be modified or amended, and no breach shall be
waived, unless agreed in writing, signed by you and an expressly authorized
representative of the Company. This Agreement may not be assigned without the
written consent of both parties. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties and their respective successors, heirs,
executors, and permitted assigns. Provisions of this Agreement shall survive
termination of this Agreement if so provided in this Agreement or if necessary
for the enforcement of other surviving provisions. This Agreement may be
executed in two or more counterparts, each of which shall be an original and all
of which together shall constitute one and the same instrument. This is a
Massachusetts contract and shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, without regard to the conflict of
law principles thereof.
9. REPRESENTATIONS. In signing this Agreement, you give the Company
assurance that you have signed it voluntarily and with a full understanding of
its terms; that you have had sufficient opportunity to consider this Agreement
and to consult with anyone of your choosing before signing; and that, in signing
this Agreement, you have not relied on any promises or representations, express
or implied, that are not set forth here expressly.
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Intending to be legally bound, the parties have signed this Agreement
under seal on the dates indicated below.
BTU INTERNATIONAL, INC.
By: ______________________ Date: February ___, 2003
David Brown
Compensation Committee Chairman
Accepted and Agreed:
____________________________ Date: February ___, 2003
Paul van der Wansem
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EXHIBIT 1
COLLATERAL ASSIGNMENT AGREEMENT
For value received, I hereby assign unto BTU International, Inc., North
Billerica, Massachusetts (the "Assignee"), the policy of Insurance known as
40-572-487 issued by new York Life Insurance Company (the "Policy") on the life
of Paul J. van der Wansem (the "Owner"), as collateral security to the extent of
the indebtedness of the Owner to the Assignee.
This Collateral Assignment Agreement is expressly intended to supersede
any collateral assignment agreements or other agreements regarding Policy Number
40-572-487 that have been executed previously by the Owner, by the Assignee, or
by the Owner and the Assignee.
Except as expressly herein granted to the Assignee, the Owner shall
retain all incidents of ownership in the policy.
_______________________________ Dated: February ___, 2003
Paul J. van der Wansem
Accepted and Agreed:
BTU International, Inc.
By: _________________________ Dated: February ___, 2003
David Brown
Compensation Committee Chairman