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Exhibit 10.8
D.I.Y. HOME WAREHOUSE, INC.
5811 Canal Road
Valley View, Ohio 44125
July 1, 1998
Clifford L. Reynolds
5811 Canal Road
Valley View, OH 44125
Dear Cliff:
This letter will confirm with you the terms and conditions upon which
the Compensation Committee (the "Committee") of the Board of Directors of D.I.Y.
Home Warehouse, Inc. (the "Company") at its meeting held on February 19, 1998
granted to you the right to receive a bonus under certain circumstances.
If you participate in bringing about a transaction resulting in a change
of control of the Company (as defined Below) (a "Transaction") and (i) are still
employed by the Company immediately prior to the closing of the Transaction, or
(ii) your employment has been terminated by the Company without cause (as
defined in your current employment agreement), after the execution of the
definitive agreement governing the Transaction, you will be entitled to receive
a bonus (the "Transaction Bonus") equal to the greater of (i) one (1) year of
your base salary, or (ii) 1.11% of the value received by the shareholders of the
Company as a result of the Transaction, as determined by an independent
evaluation obtained by the Company.
The Company confirms that any Transaction Bonus is in addition to any
payment which you may be entitled to receive pursuant to the terms of any
employment agreement which you may have with the Company as a result of
termination of your employment due to a change of control of the Company.
As used in this letter, the term "change of control" shall mean either
of the following:
(i) An event or series of events by which any person or other
entity or group (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended
("Securities Exchange Act") of persons or other entities
acting in concert as a partnership or other group (a "Group of
Persons") shall. as a result of a tender or exchange offer or
offers, an open market purchase or purchases, a privately
negotiated purchase or purchases or otherwise, become the
beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act), directly or indirectly, of fifty
percent (50%) or more of the then outstanding voting stock of
the Company: or
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D.I.Y. Home Warehouse, Inc.
July 1, 1998
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(ii) The Company consolidates with, or merges with or into,
another person or entity or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or
substantially all of its assets to any person or entity, or
any person or entity consolidates with, or merges with or into
the Company, in any such event pursuant to a transaction in
which fifty percent (50%) or more of the outstanding voting
stock of the Company is converted into or exchanged for cash,
securities, or other property.
This letter agreement shall only apply to a Transaction which is closed
by December 31, 1999.
This agreement shall be governed by and be construed and enforced in
accordance with the laws of the State of Ohio. This agreement is personal to the
addressee and may not be assigned in any manner whatsoever.
This Agreement may be executed in two or more counterparts, each of
which are to be deemed an original, but all of which together shall constitute
one and the same instrument.
Very truly yours,
D.I.Y. HOME WAREHOUSE, INC.
By: /s/ Fred A. Erb,
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Fred A. Erb,
Chairman of the Board
ACKNOWLEDGED AND AGREED
TO ON JULY 15, 1998
/s/ Clifford L. Reynolds
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Clifford L. Reynolds