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EXHIBIT 10(v)
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BIRD
ROOFING DIVISION________________________________________________________________
Joseph D. Vecchiolla
Chairman
BIRD CORPORATION
August 21, 1995
Mr. Richard C. Maloof
Nine Donnelly Drive
Dover, Massachusetts 02030
Dear Mr. Maloof:
With respect to your letter agreement with Bird Incorporated dated
October 15, 1984, as amended April 1, 1986 and May 24, 1990 (as so
amended, the "Agreement"), the Company agrees that the Agreement
shall continue until terminated either by you or by the Company by
written notice. Both parties acknowledge that the position you now hold is
President and Chief Operating Officer of Bird Corporation. The Company
acknowledges that there has been a Change in Control as that term is
defined in Section 2(i), and you acknowledge that as of the date of this
letter, no event has occurred which would constitute "Good Reason" as that
term is defined in Section 3(iii). Consequently, in the event that you
hereafter terminate your employment for Good Reason or the Company
terminates the Agreement other than for Cause, Retirement, or Disability,
as those terms are defined in Section 3 thereof, the benefits due
thereunder, as set forth in Section 4(iii), in an amount not less than the
amount which would be payable if the termination occurred in calendar year
1996 (the "Severance Benefits"), shall become due and payable.
Moreover, the Company acknowledges that in the event that either
substantially all of the Company's roofing manufacturing assets or
substantially all of the shares of the common stock of the Company are
sold to any person, as that term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, or company, the nature and/or status
of your responsibilities in effect immediately prior thereto will have been
substantially altered. A substantial alteration in your responsibilities
constitutes Good Reason under Section 3(iii) thereof. In such event, you
will be entitled to the Severance Benefits were you to terminate your
employment. Such person or company, however, may wish to continue your
employment with the Company or to employ you, either permanently or for a
period, to provide continuity in management of such roofing
business. If such person or company wished to employ you, the Company
might benefit if you entertained an offer of employment and you might
benefit from such employment;
________________________________________________________________________________
1077 Pleasant Street, Norwood, MA 02062 Phone 617-551-0656 Fax 617-762-6586
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BIRD
ROOFING DIVISION
Mr. Richard C. Maloof
August 21, 1995
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provided only that your entitlement to the Severance Benefits was assured
whether you continued in the employ of the Company or such person or
company or not. Consequently, in consideration of your convenant to
negotiate in good faith with such person or company with respect to an
employment agreement providing for your employment (either by the Company
or by such person or company) commencing upon the date of such sale on
terms and conditions, including salary, incentive compensation,
benefits (including future severance benefits from the prospective
employer at least equal to that which would be payable under Bird's
general severance policy for non-executive employees based upon years of
service, including years of service with the Company prior to such sale,
but without regard to your parachute agreement) not less generous than
those on which you are then employed by the Company, the Company hereby
agrees that the Severance Benefits shall be due and payable upon the date
upon which such sale occurs as if your employment had been terminated by
the Company without cause or by you for Good Reason without the necessity
of termination of your employment by the Company or by you, whether or not
you continue in the employ of the Company or are employed by such person
or company.
Very truly yours,
BIRD CORPORATION
By: /s/ Joseph D. Vecchiolla
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Name:
Title: Chairman
Agreed to this 21 day
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of August 1995
/s/ Richard C. Maloof
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Richard C. Maloof