Exhibit 10.20
September 17, 1996 PRIVATE & CONFIDENTIAL
Mr. Robert Singleton
8124 Greencastle Drive
Charlotte, NC 28210
Dear Bob:
On behalf of Vestar Capital Partners and the Board of Directors of Russell-
Stanley Corporation, we are delighted to extend to you this offer to become
President and Chief Executive Officer of Russell-Stanley, Inc. and a member
of its Board of Directors. We are looking forward to your taking charge of
the Company and leading it to sustained growth and profitability in the years
ahead. The balance of this letter will address specific aspects of our
compensation package for you:
Base Compensation: Your base compensation will be $275,000 per
- ----------------- annum. This will be paid to you in weekly
increments.
Incentive Bonus: The incentive bonus, which you will be
- --------------- eligible for beginning in 1997, payable in
1998, is targeted at $150,000 and is based
upon achievement of the Company's 1997
profit plan. Bonus payments will be made in
April of each year, (following issuance of
the audited financial statements) for
performance rendered in the prior year.
Details of the plan are described in the
plan document which you have received.
Long-Term Incentive Plan: The long-term incentive plan, is based on
- ------------------------ the performance of the Corporation over a
three-year time frame (currently 1995-
1997). The targeted long-term incentive for
you, as CEO, will be $75,000 per annum.
This long-term performance incentive is
accrued each year and, provided the three-
year target is achieved by the end of the
three-year plan period, the plan will pay
out ratably over the ensuing three years.
Details of this plan are described in the
long-term plan document you received. You
will be eligible to participate in the
1995-97 plan, which will payout in 1998-
2000. Your participation will apply to the
year 1997 of this three-year plan.
Stock Option Plan: The stock option plan for you will be
- ----------------- comprised of two types of programs,
Performance Options and Time Vesting
Options.
Time Vesting Options: Will be awarded to you upon joining
-------------------- Russell-Stanley. These will be equivalent
to 1.5% of the current equity of Russell-
Stanley. These shares will vest at the rate
of .5% per annum for each of your first
three years of employment, upon your
anniversary date. The strike price of these
options will be the fair market value of
the corporation's shares on the first day
of your employment with the Corporation.
Performance Options: These options, totaling 1.5% of the current
------------------- Russell-Stanley equity, will be awarded to
you as an incentive, and granted upon your
achievement of the Corporation's stated
business goals and financial targets for
each of the first five years of your
employment. These options will vest upon
award. The strike price of these incentive
options shall be the fair market value of
the shares, to be calculated on the day of
the grant award.
In the case of a change of control, you
shall be 100% vested in both options
programs.
Company Car and Auto
Allowance: You will be entitled to the lease of a
- --------- Buick Park Avenue or equivalent automobile.
Expenses associated with driving and
maintaining the vehicle, including
insurance, will be covered by Company
policy. This is a taxable benefit, which
will be reflected on your W-2 Form.
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Company Benefits: You and your family will be entitled to the
- ---------------- Company medical, dental, disability and
life insurance plans. Copies of these plans
have been given to you.
Relocation Package: Russell-Stanley's relocation package
- ------------------ includes coverage of house-hunting
expenses, temporary living expenses and
transaction costs associated with
selling/buying your old/new homes. This
service is managed by PHH Relocation Inc.,
for Russell-Stanley. The plan is generous
and basically covers all the costs incurred
in relocating to New Jersey.
Term of Employment: Russell-Stanley offers an initial two-year
- ------------------ term of employment and/or compensation
which will, after year one, become a
rolling one-year employment/compensation
guarantee. This package applies solely to
your base salary compensation. In the event
of change of control, responsibility for
this offer shall transfer to the new owners
of Russell-Stanley.
Authority: You shall assume the President & CEO title
- --------- on the first day of employment. There will
be a transition period, which will range
from three to a maximum of six months,
during which time the Chairman will
transfer his knowledge, contacts and
experience and transition out of the
management of Russell-Stanley.
Start Date: Approximately 30 days from date of
- ---------- acceptance of this employment offer.
Bob, we are pleased you have agreed to join us and we are excited about the
prospect of, together, building Russell-Stanley into a significantly larger
and more profitable enterprise.
Very truly yours,
/s/ Daniel W. Miller
Daniel W. Miller
Managing Director
AGREED & ACCEPTED BY
/s/ Robert L. Singleton
Name: ROBERT L. SINGLETON
Date: 9/20/96
-------------------
cc: Daniel O'Connell
Arthur Nagle
John Priesing
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