Exhibit 10.21
MATRIX SERVICE COMPANY
Chief Financial Officer ("CFO") Severance Agreement
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This Agreement between Matrix Service Company, ("Matrix" or the "Company"') and
Michael J. Hall ("Hall") is entered into effective January 3, 2000.
CEO Severance/Change of Control
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In the event of a "change of control" in the ownership of Matrix and any
"adverse personnel action" against Hall, Hall may terminate his employment with
the Company and receive one year of severance pay. In addition, all outstanding
stock options will vest immediately in the event of "change of control." This
severance arrangement will apply for a period of two years following any change
of control.
o In calculating Hall's severance pay, Hall's annual salary at the time of
the change of control and adverse personnel action will be multiplied by
one, as will Hall's average bonus payment for the lessor of the previous
three years or the number of full fiscal years in the CFO position. The sum
of these two amounts will be added together and represent Hall's severance,
which will be paid in a lump-sum amount. This lump-sum severance amount
will be paid to Hall within 30 days of the adverse personnel action.
For purposes of this severance agreement, "adverse personnel action" will mean
an action taken against Hall by the acquiring entity which has an adverse impact
on your economic status or opportunity with the Company. These actions will
include:
o Involuntary termination
o Reduction in base salary
o Reduction in incentive compensation opportunity
o Material reduction in executive benefits or perquisites
o Reassignment to a position or role with a lower salary range or salary
opportunity
o Material reduction in responsibilities.
For purposes of this severance agreement, a "change of control" will mean:
o The merger or consolidation of the Company with any person or entity
(other than a merger or consolidation to change the place of domicile of
the Company) where the Company is not the surviving entity (or survives
only as the subsidiary of another person or entity) or
o The sale of all or substantially all of the Company's assets to any person or
entity, or
o If any person or entity together with its affiliates shall become, directly
or indirectly, the beneficial owner of at least 51% of the voting stock of the
Company, or
o If any person or entity together with its affiliates shall acquire,
directly or indirectly; the voting power to elect a majority of the members
of the Board of Directors of the Company (other than the acquisition and
voting of proxies by management of the Company to elect members to the
Board of Directors in the normal course at an annual meeting of
shareholders that is not, directly or indirectly, in connection with, or
for the purposes of effecting, a change of control").
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CFO Severance/Involuntary Termination
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In the event of termination for reasons other than "cause," Hall will receive
one year of severance pay. This severance pay amount will be paid in a lump-sum
and calculated in the same manner as described above in CFO Severance/Change of
Control. A non-interference and confidentiality agreement for one year will be
executed prior to the payment of severance.
For purposes of this severance agreement, "cause" will mean:
o Conviction of a felony or pleading guilty or nolo contendre to a felony
charge, or
o Participation as an employee, officer or principal shareholder in any
business engaged in activities in direct competition with the Company without
the consent of the Company or
o Gross and willful neglect of responsibilities as CFO, or
o Other offenses against the Company, to include theft, embezzlement, violation
of Company policy, or the release of proprietary or confidential information
in a manner that would be materially detrimental to the Company's best
interest.
Matrix Service Company
/s/ Michael J. Hall
By:____________________________________________
Michael J. Hall
Chief Financial Officer
/s/ Bradley S. Vetal
By:____________________________________________
Bradley S. Vetal
President & Chief Executive Officer
