August 10, 2000
Mr. Greg G. Byrne
15 Northwest Portland Avenue
Condo #107
Bend, OR 97701
Dear Greg,
I am writing to you to set forth your entitlement in connection with the
termination of your employment with US Timberlands Services Company, LLC
("Services") and Fiber Resource, LLC ("FRS"). If for any reason, either you or
FRS determine to terminate your employment relationship with FRS on or before
June 30, 2001, Services or U.S. Timberlands Company, LP shall pay to you an
amount equal to the sum of $150,000 plus any amounts to which you were entitled
under your employment letter with FRS, dated on or about the date hereof, less
any amounts paid to you by FRS in connection with the termination of your
employment with FRS.
During your term of employment and for a period six years thereafter, FRS and
Services shall cause you to be covered by name as an insured under any policy or
contract of insurance obtained by them to insure their directors and officers
against personal liability for acts or omissions in connection with your service
as an officer or director or service in other capacities at the request of the
companies. The coverage provided shall be of scope and terms and conditions at
least as favorable as the coverage (if any) provided to any other officer or
director of the companies. To the maximum extent permitted under applicable law,
during the term of your employment by FRS or Services (the "Companies") and for
a period of six years thereafter, the Companies shall indemnify you against and
hold you harmless from any cost liabilities, losses and exposures to the fullest
extent and on the most favorable terms and conditions that similar
indemnification is offered to any director or officer of the Companies or any
subsidiary or affiliate thereof.
<PAGE>
G.G. Byrne
Page 2
If the foregoing accurately sets forth our understanding and agreement, please
execute the letter in the space provided below.
Sincerely,
John M. Rudey
Chairman, CEO & President
U.S. Timberlands Services, LLC
Agreed:
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Greg G. Byrne
