Exhibit 10.48
ThermoRetec Corporation
9 Damonmill Square. Suite 3A
Concord, MA 01742-2851
January 31, 2000
Jeff Powell
1 Walnut Street
Acton, MA 01720
Dear Jeff:
Thermo Electron Corporation announced today a reorganization of the parent
company, in which certain company assets, including those of ThermoRetec, will
be sold. This announcement represents both a challenge and an opportunity for us
as ThermoRetec employees. Since your past contributions have been integral to
the success of our own company, I believe your continued involvement with
ThermoRetec will be necessary to facilitate the sale of our business and to
assure a smooth transition for a potential buyer or buyers.
Retention and Transaction Bonuses
Accordingly, in order to provide an incentive for you to remain with ThermoRetec
through the completion of the sale of three of the ThermoRetec Business Units
(as defined below), we will pay you both a retention bonus ("Retention Bonus")
and a transaction bonus ("Transaction Bonus").
The Retention Bonus will be payable to you upon the sale of the three
ThermoRetec Business Units for which you have direct or indirect management
responsibility and shall be equal to 100% of your base salary as of the end of
calendar 1999, that is, $150,000.
This Retention Bonus will be paid to you in one lump sum on or before 30 days
following the sale of all of the ThermoRetec Business Units listed in the table
below. In addition to the Retention Bonus, we agree to pay you an additional
Transaction Bonus in recognition of your efforts to maximize the price
ThermoRetec receives for selling the three Business Units listed below.
The following table describes the Transaction Bonus you will be eligible to
receive if the combined sales price for the ThermoRetec Business Units listed
below is equal to or greater than the combined Threshold Price for these
Business Units. Sales price shall be the stated purchase price after required
adjustments in the respective purchase and sale agreements (for example,
adjustments to the closing balance sheet). The bonus amount will be based on the
combined threshold price and incentive amounts for the three businesses.
<PAGE>
Jeff Powell
January 31, 2000
Page 2
Business Incentive Amount Threshold Price
ThermoRetec Nuclear Services $28,000 $17,000,000
ThermoRetec Soil Recycling $25,000 $15,000,000
ThermoRetec Fluids Recycling $22,000 $13,000,000
Combined Business Units $75,000 $45,000,000
Additionally, if the sales price of the combined business units exceeds the
combined Threshold Price listed above, you will be paid 1.0 % of the difference
between the actual sales price and this Threshold Price. Example: If these
ThermoRetec Business Units were sold for $50,000,000 your total incentive for
achieving that sales price would be $125,000. This includes $75,000 for
achieving the $45,000,000 combined sales price and an additional $50,000 for the
$5,000,000 over the $45,000,000 target price ($5,000,000 x .01 = $50,000). The
Transaction Bonus will be paid to you on or before 30 days following the sale of
the three business units with which you are involved.
Terms of Agreement
1. ThermoRetec agrees to continue to employ you on the same terms and with the
same benefits as 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 ThermoRetec as an employee-at-will until the closing
date of the sale of the ThermoRetec Business Units with which you are
involved.
2. You understand that ThermoRetec retains the right to terminate your
services without "cause" (as defined below), and you retain the right to
terminate your services from ThermoRetec at any time. If ThermoRetec
terminates you for its convenience and without cause, you will be paid your
full and unreduced Retention Bonus in accordance with the terms of this
letter, even if no sale has taken place. If you terminate your employment
prior to the sale closing date, or ThermoRetec terminates your employment
for cause , you will forfeit any and all payments that you would be
entitled to under this agreement.
3. For the purposes of this agreement, "cause" shall be determined by
ThermoRetec in the exercise of good faith and reasonable judgement 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
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Jeff Powell
January 31, 2000
Page 3
reasonably required of you pursuant to this agreement, engaging in
activities that are competitive with ThermoRetec's business 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 your ThermoRetec Business
Units will be considered sold when any person or entity (other than another
Thermo Electron business unit) purchases substantially all of the assets or
shares of those Business Units. Accordingly, neither a Retention nor a
Transaction Bonus will be paid to you if you participate as a prospective
owner in a management buy-out of these or any other ThermoRetec Business
Units. The ThermoRetec Business Units are: ThermoRetec Consulting &
Engineering, ThermoRetec Nuclear Services, ThermoRetec Soil Recycling, and
ThermoRetec Fluids Recycling.
5. You understand that all payments made under this agreement are subject to
appropriate federal, state, city or other tax withholding requirements. In
exchange for our covenants to you under this agreement, you hereby release
ThermoRetec and its parent, subsidiaries and affiliates, and each of their
respective agents, employees, directors, and officers, (hereafter, the
"Releasees") of and from any and all costs, liabilities, losses, expenses,
and compensation, (hereafter, "Claims"), which you had, have or may
hereafter have or assert against the Releasees for any wrongful termination
of employment, including termination based on age, sex, race, disability or
other discrimination under the Civil Rights Act of 1964 as amended, the Age
Discrimination in Employment Act of 1967, or other federal, state, or local
laws prohibiting such discrimination, or under federal, state, or local
employment laws, provided, however, that this release shall not apply to
any claims other than for wrongful termination that you may have against
ThermoRetec, including claims under this letter agreement.
6. You acknowledge that this agreement supersedes any prior agreements or
understandings, whether oral or written, between you and ThermoRetec
pertaining to any 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.
The next few months are apt to be both stressful and challenging for all of us.
I'm hopeful this agreement will provide you some personal security regarding the
inevitable changes ahead. I know that I will need your help and understanding in
the next few months, as well as your continued assistance and support. You have
my personal pledge that I will do my best to help you and our people emerge from
this experience with pride, with our dignity intact, and with a bright
<PAGE>
Jeff Powell
January 31, 2000
Page 4
future. 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 no later than
February 11, 2000.
Sincerely yours,
/s/ Robert W. Dunlap
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Robert W. Dunlap, President & CEO
ThermoRetec Corporation
Accepted and agreed:
/s/ Jeffrey L. Powell February 7, 2000
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NAME Date
<PAGE>
Release of Claims and Signature of Acceptance
In exchange for the Enhanced Severance Program offered to me by ThermoRetec
Corporation in this Agreement dated April 10, 2000 (the "Agreement"), I hereby
release ThermoRetec Corporation and Thermo Electron Corporation, their
subsidiaries and affiliates (collectively the "Corporation") and its officers,
directors, employees and legal predecessors from all claims, liabilities and
causes of action, whether known or unknown, which I have, may have, or claim to
have against the Corporation based upon or arising out of my employment with the
Corporation, other than claims arising out of the Agreement. I hereby agree not
to file any lawsuit to assert such claims, which include, but are not limited to
any claims for breach of contract, wrongful termination, or age, sex, race,
disability or other discrimination under the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, or any other federal, state, or local
laws prohibiting such discrimination. As used herein, the Corporation includes
any and all parents, divisions or subsidiaries of the Corporation.
I understand that I have been advised to seek the advice of an attorney, if I so
choose, prior to signing this release and that I am giving up any legal claims I
have against the Corporation by signing this release. I further understand that
I may have 21 days to consider this agreement, that I may revoke it at any time
during the 7 days after I sign it, and that it shall not become effective until
that 7-day revocation period has passed. I fully understand my right to take 21
days to consider signing this release and, after having sufficient time to
consider my options, I hereby waive my right to take the full 21 day period. I
acknowledge that I am signing this release knowingly, willingly and voluntarily
in exchange for the additional severance payment described in the Agreement.
I acknowledge that I have carefully read and fully understand this Release of
All Claims and I have not relied on any statement, written or oral, which is not
set out in this document.
/s/ Robert W. Dunlap /s/ Jeffrey L. Powell
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Robert W. Dunlap Jeffrey L. Powell
April 12, 2000
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Date
<PAGE>
ThermoRetec Corporation
9 Damonmill Square, Suite 3A
Concord. MA 01742-2851
April 10, 2000
Jeffrey L. Powell
1 Walnut Street
Acton, MA 01720
Dear Jeff:
This letter confirms our discussion and outlines the Enhanced Severance Program
which shall be offered to you in the event that your employment is terminated
without "Cause" (as defined below) or as a result of "Change in Control" (as
defined below) of ThermoRetec Corporation ("Retec"). The availability of the
Enhanced Severance Program, upon an employee's separation, is conditioned upon
and will require the execution of a release of claims (a sample of which is
attached to this letter). If you do not execute the release of claims, you will
only be eligible to receive the Retention Bonus and Transaction Bonus previously
negotiated.
If you accept employment comparable to your present position with another entity
that is a subsidiary or affiliate of Thermo Electron Corporation, you will not
be eligible for the Enhanced Severance Program. Also, if you participate as an
equity owner in a management buyout of Retec or any Retec subsidiary you will
not be eligible for the Enhanced Severance Program.
In order to maintain eligibility for any of the below outlined benefits, Retec
requires that you remain a regular active employee of Retec unless your
employment is terminated without Cause or as a result of a Change in Control of
ThermoRetec Corporation.
For purposes of the Agreement, "Cause" shall be determined by Retec in the
exercise of good faith and reasonable judgement. "Cause" will include but not be
limited to breach of this Agreement by you, any act by you of gross personal
misconduct, gross insubordination, material misappropriation of funds, fraud,
dishonesty, gross neglect of or failure to perform the duties reasonably
required of you pursuant to your employment, engaging in activities that are
competitive with Retec's business or any conduct which is in willful violation
of any applicable law or regulation pertaining to Retec's business.
"Change in Control" shall mean the merger, consolidation, reorganization
liquidation, dissolution, or similar transaction entered into by Retec (except
with Thermo Electron Corporation or an affiliate thereof), the sale or
disposition of 50% or more of the existing assets of RETEC in one or a series of
transactions, or the change in ownership of 50% or more of the beneficial
ownership of the outstanding shares of common stock of RETEC.
If (i) you are terminated without cause or (ii) if as a result of such Change in
Control you are terminated and not offered a position by Retec or a successor
entity with comparable salary, compensation, bonus and benefits, or if your
principal work location is moved by more than 50 miles, you will be eligible for
the Enhanced Severance Program. However, if as a result of a Change in Control
you are offered by Retec or a successor entity a position with comparable
<PAGE>
Jeffrey L. Powell ThermoRetec
April 10, 2000
salary, compensation, bonus and benefits and your principal work location is not
moved by more than 50 miles, you will not be eligible for the Enhanced Severance
Program.
Salary Continuation
Beginning the day following your termination date, you shall be placed on salary
continuation through the regular payroll system, at your regular biweekly salary
for a period of 52 weeks.
Vacation
Accrued but unused vacation will be paid to you with the first check covering
the salary continuation period. Vacation payments will be calculated using your
regular biweekly base compensation. You will not accrue additional vacation
credit beyond your termination date.
Medical, Dental, and Life Insurance
Through the end of your salary continuation period, you may continue to
participate in any medical, dental and/or life insurance programs in which you
are currently enrolled, provided that you pay the regular employee portion of
these benefits where applicable. Once medical and dental coverage ceases, you
will be notified of your eligibility to continue medical and dental coverage
under the provisions of COBRA.
STD and LTD
Both short-term and long-term disability coverage will cease as of your last day
of active employment.
Employee Assistance Program
This program will continue to be available to you and your dependents through
the end of your salary continuation period.
Employee Stock Purchase Plan
You will continue to be eligible for participation under the normal plan rules
through the end of your salary continuation period.
401K Plan
You will continue to be eligible for participation under the normal plan rules
through the end of your salary continuation period.
<PAGE>
Jeffrey L. Powell ThermoRetec
April 10, 2000
Outplacement Program
The company will arrange, at no cost to you, outplacement counseling services
through Keystone Associates. Keystone will coordinate the delivery of these
services at their offices in Burlington, Massachusetts. You shall be eligible to
begin receiving these services immediately upon termination, or you may schedule
the start of this program anytime within 90 days after the date of your
termination. The major elements of this comprehensive program include:
- Counseling
- Resume development
- Research skills
- Self assessment and job targeting
- Effective correspondences
- Networking and other search techniques
- Interview training
- Administrative Support
- Office space and private telephone line with voice mail
- Research assistance
- Reference library
The outplacement services described above will be available for a period of four
months, renewable (should you need additional services) for an additional period
of four months.
I am hopeful these benefits, should you qualify for them, will be helpful to you
in establishing new career directions after your long and fruitful career with
Retec and Thermo Electron. Thank you for all your efforts over many years of
employment with our corporation.
Sincerely yours,
/s/ Robert W. Dunlap
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Robert W. Dunlap
President
ThermoRetec Corporation
