Exhibit 10.5
Brian Holt
President and CEO
Thermo Ecotek Corporation
May 18, 2000
Dear Brian:
As we have discussed, Thermo Electron Corporation (the Company) has announced a
reorganization of the company in which certain of the company's assets will be
sold. We recognize that your past contributions have been integral to the
success of the Company and that your continued involvement will be necessary in
order to facilitate these sales and to assure a smooth transition for potential
buyers.
In order to provide an incentive for you to remain with the company through the
completion of these sales, we will pay you a Transaction Bonus.
Transaction Bonus
You will be paid the amounts indicated below for the sale or disposition of the
following businesses. If the actual sale price of any business exceeds its
target price, .5% of the difference between the actual sale price and the target
price will be added to your transaction bonus for that business. If the actual
sale price on any business is below its target price, you will be paid a portion
of the Transaction Bonus. The portion will equal the sale price divided by the
target price times the listed Transaction Bonus rounded up to the nearest
hundred. (EXAMPLE: If FES sold for $40,000,000 your bonus would be $44,500
($40,000,000 divided by $45,000,000 times $50,000 equals $44,444. Rounded up to
the next hundred equals $44,500)
These Transaction Bonuses will be paid to you in a lump sum payment on or before
ninety (90) days following the closing date of each sale unless you and I
mutually agree to an alternate payment date.
Businesses to be sold Target Price Transaction Bonus
At Target Price
FES $45,000,000 $50,000
NuTemp Inc. $16,000,000 $18,000
Tecogen $ 6,000,000 $ 7,000
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Businesses to be sold Target Price Transaction Bonus
At Target Price
Optronics $ 6,000,000 $ 7,000
Peek $ 85,000,000 $ 93,000
Retec Consulting $ 45,000,000 $ 49,000
Nutech $ 17,000,000 $ 19,000
TPST Soil $ 15,000,000 $ 16,000
Fluids $ 13,000,000 $ 14,000
Killam $ 45,000,000 $ 49,000
Lancaster Labs $ 60,000,000 $ 66,000
Eurotech $ 5,000,000 $ 6,000
Normandeau $ 5,000,000 $ 6,000
Green Sunrise $ 5,000,000 $ 6,000
Metal Treaters $ 12,000,000 $ 13,000
Trilogy $ 30,000,000 $ 31,000
Total $410,000,000 $450,000
Terms of Agreement
1. The Company agrees to continue to employ you on the same terms and with the
same benefits you currently enjoy as an employee-at-will. In return, you
agree to remain in such employ and to continue to devote your full time and
best efforts to the Company as an employee-at-will until the closing date
of the sale of these businesses.
2. You understand that the Company retains the right to terminate your
services without cause (as defined below) and you retain the right to
terminate your services from the Company at any time. If your employment is
terminated by the company without cause prior to the closing of these
business sales, you will be paid your full and unreduced Transaction Bonus
payments at the time of the sales. If you terminate your employment prior
to the final closing date, or the Company terminates your employment for
"cause" (as defined below), you will forfeit any and all payments that you
would be entitled to for unsold businesses covered under this agreement.
3. For the purposes of this agreement, "cause" shall be determined by the
Company in the exercise of good faith and reasonable judgment and will
include any breach of this agreement by you or any act by you of gross
personal misconduct, insubordination, misappropriation of funds, fraud,
dishonesty, gross neglect of or failure to perform the duties reasonably
required of you pursuant to this agreement or any conduct which is in
willful violation of any applicable law or regulation pertaining to the
business.
4. For purposes of this agreement, we agree that the businesses will be
considered to be sold when any person or entity, other than a person or
entity affiliated with the Company, purchases at least fifty percent (50%)
of the assets or shares of the individual businesses, whether through a
purchase of the business or a purchase of the company of which the business
is a part.
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5. You understand that all payments made under this agreement are subject to
appropriate federal, state, city or other tax withholding requirements.
6. You acknowledge that this Transaction Bonus Agreement supersedes any prior
agreements or understandings oral or written between you and the Company
pertaining to any Transaction Bonus incentive payments being offered to
employees of businesses being sold in connection with the reorganization
and that this agreement constitutes the entire agreement between us with
regard to Transaction Bonuses.
On behalf of Thermo Electron, I thank you for your continued assistance and
support. If you have any questions regarding any of the terms of this Agreement,
please do not hesitate to contact me.
Once you have read and understood the terms of this Agreement, please indicate
your agreement by signing below on the line above your typewritten name, make a
copy for your records and return the original document to me.
Very truly yours,
/s/ Anne Pol
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Anne Pol
Sr. Vice President
Thermo Electron
Accepted and agreed:
/s/ Brian Holt
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Brian Holt Date June 1, 2000
