OGDEN CORPORATION
TWO PENNSYLVANIA PLAZA
NEW YORK, N. Y. 10121
R. RICHARD ABLON
PRESIDENT & CHIEF EXECUTIVE 0FFICER
(212) 868-6050 April 30, 1996
FAX (212) 868-5480
Mr. Constantine G. Caras
P.O. Box 3999
Greenville, DE 19807
Dear Gus:
This letter sets forth the agreement and understanding between you and
Ogden Corporation or its successors ("Ogden") concerning the termination of your
employment and the termination of your Employment Agreement between you and
Ogden dated July 2, 1990, (the "Employment Agreement"). Therefore, you and
Ogden hereby agree as follows:
1) You are currently employed by Ogden in the capacity of Executive Vice
President and Chief Administrative Officer and serve on the Board of Directors
of Ogden and many of its subsidiaries.
2) Effective with the close of business on April 30, 1996 the Employment
Agreement and your employment by Ogden as Executive Vice President and Chief
Administrative Officer is terminated without cause (the "Termination Date").
3) As a consequence of the termination of your employment and your
Employment Agreement:
(a) Ogden will continue to pay you, or in the event of your death your
designated beneficiary, your current annual salary in the amount of $275,000
(less applicable withholding taxes) in the same manner as heretofore through
December 31, 1996; and
(b) Ogden will pay to you, or in the event of your death your
designated beneficiary, an annual severance payment in the amount of $390,000,
payable bi-weekly (less applicable withholding taxes) over a period of three (3)
years commencing January 1, 1997 and ending with the close of business on
December 31, 1999 (the "Severance Period").
5) On the Termination Date you will no longer be considered an employee of
Ogden and you will also no longer be eligible to participate in the Ogden Select
Plan, the Ogden Executive Pension Plan and the Ogden Profit Sharing and 401(K)
Plan. Any payments due to you under any of the foregoing plans will be
distributed to you in accordance with the terms and conditions of each of the
plans and you will be provided with all necessary information and
forms on a timely basis by Ogden's Human Resources Department following the
Termination Date.
6) Following the Termination Date, coverage under the Ogden Core Medical
and Health Program shall continue in full force and effect for your life, the
life of your spouse and for your eligible dependents identical in scope and
terms as heretofore provided, subject to your continued bi-weekly contribution
of $18.20 which will be deducted by Ogden from the payments referred to in
Paragraph 3(b) above until the expiration of the Severance Period. Upon your
attainment of age 65 the Core Retiree Health Plan becomes coordinated with
Medicare, which becomes the primary insurer. Upon your death, the same coverage
for your spouse and eligible dependents will be continued under the Core Retiree
Health Plan. Nothing contained herein shall prevent Ogden from modifying or
discontinuing the Ogden Core Medical and Health Program on a consistent and
nondiscriminatory basis applicable to all participants, including all retired
participants.
Your life insurance coverage payable to your designee will be
continued until your death at an amount equal to two times your base salary and
bonus ($750,000), and the premiums will at all times be paid by Ogden. The value
of this coverage will be reported to you annually on the applicable Internal
Revenue Service form. All other health and accident related benefits discontinue
on the Termination Date.
7) Your Ogden Corporation stock options will be exercisable in accordance
with the terms and conditions set forth in the applicable Stock Option Plan
under which they were granted and in accordance with your stock option
agreement.
8) (a) On or before the Termination Date you shall have returned to Ogden
all property of Ogden in your possession, including but not limited to, all
office equipment, credit cards, keys, documents, etc. retaining to Ogden's
business.
(b) You currently operate and possess an Ogden leased 1995 Lincoln
Continental Sedan Automobile VIN 1LNLM97V1SY649992, which Ogden has agreed to
sell to you for a purchase price of $26,184.61, excluding all taxes and
registration fees which will be paid by you, payable in cash on or before April
30, 1996.
9) In consideration of the foregoing, (a) you, for yourself and your heirs
and legal representatives agree to release Ogden and its subsidiaries,
affiliates, officers, directors and employees (the "Ogden Group") from all
actions, causes of actions, suits, claims, damages and demands whatsoever, in
law or equity which against the Ogden Group you and your heirs and legal
representatives ever had, now have or hereafter may have for, upon
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or by reason of any matter, cause or thing whatsoever from the beginning of time
to the Termination Date, excluded claims arising under this letter agreement and
excluding claims based upon the Ogden Group's fraud, willful misconduct or
violation of law, and (b) the Ogden Group agrees to release you and your heirs
and legal representatives from all actions, causes of actions, suits, claims,
damages and demands whatsoever, in law or equity which against you and your
heirs and legal representatives the Ogden Group ever had, now have or hereafter
may have for, upon or by reason of any matter, cause or thing whatsoever from
the beginning of time to the Termination Date, excluding claims arising under
this letter agreement and excluding claims based upon fraud, willful misconduct
or violation of law.
10) You will continue to be covered by any indemnity provisions contained
in Ogden's Restated Certificate of Incorporation and By-laws immediately prior
to the Termination Date for your acts or omissions during your employment with
Ogden.
11) You agree that you will refrain from the disparagement of Ogden, its
officers, directors and customers and Ogden agrees that Ogden nor any officer or
director of Ogden will disparage you. Each of us agree not to make or cause to
be made any public statement concerning the termination of your employment with
Ogden that would be inconsistent with the foregoing.
12) You agree that you will keep inviolate and confidential and will not
reveal to any competitor or other person, firm, corporation, association or
other entity or use to the detriment of Ogden any knowledge or information of a
confidential nature obtained by you in the course of your employment by Ogden
with respect to the conduct and details of the business of Ogden and its
subsidiaries.
13) This letter agreement constitutes the entire agreement and
understanding between you and Ogden with respect to the subject matter hereof
and supersedes any and all prior understandings, written or oral, including the
Employment Agreement, in all respects. The terms of this letter agreement may
not be changed, modified or amended, except by an instrument in writing signed
by both parties hereto.
14) This letter agreement shall be governed by and construed in accordance
with the laws of the state of New York without giving effect to principles
relating to conflicts of law.
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If the foregoing correctly sets forth our agreement, please indicate your
acceptance by signing, dating and returning a copy of this letter to Ogden.
Very truly yours,
Ogden Corporation
By: /s/ R. Richard Ablon
------------------------------------
President and Chief
Executive Officer
Accepted and Agreed
to April 30, 1996.
/s/ C.G. Caras
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C.G. Caras
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