Letter Agreement (9K)
Doc #175775: Click preview link for longer preview.
March 19, 2003
Mr. John M. Mullin
907 Castle Pines Dr.
Ballwin, MO 63021
Dear Mr. Mullin:
This is to confirm your resignation effective immediately from your
employment with Huttig Building Products, Inc. (the "Company") as its Vice
President - Operations and from all positions as an employee, officer and
director of any direct or indirect subsidiary of the Company. In accordance with
our prior discussions, you will be entitled to the following (subject to all
applicable tax withholdings):
(a) You have a negative balance in your cash subaccount under the
Company's EVA Incentive Compensation Plan, so you will be entitled to no
further cash payments under that Plan. Any shares of restricted stock that
were not vested immediately prior to your termination of employment,
whether awarded to you under the EVA Incentive Compensation Plan or
otherwise, as well as any stock options not so vested, shall expire and be
forfeited as of the date of this letter.
(b) You will be entitled to receive payment in full promptly after the
date of this letter of (i) any accrued but unpaid salary and payment for
any accrued vacation and (ii) reimbursement for any previously unreimbursed
Company-related business expenses (subject to presentation of adequate
supporting documentation therefor and compliance with other Company
policies regarding expense reimbursement).
(c) During the period beginning on the date of this letter and ending
September 30, 2003 (the "Severance Period"), you will be entitled to
receive severance pay in the form of salary continuation, at a rate equal
to your current rate of base salary, payable in accordance with the
Company's regular payroll practices. In addition, you will be entitled to
continue to participate in the Company's health, life and disability
insurance plans, and the Company will pay the portion of the plan costs
that the Company would pay if you continued to be an active employee, until
the earliest of (i) the expiration of the Severance Period or (ii) the date
you commence other employment.
(d) All of your compensation and benefits, to the extent accrued and
vested through but not after the date of this letter, under the Company's
benefit plans and programs shall be paid to you in accordance with the
terms of such plans and programs. Without limiting the generality of the
foregoing, (i) your vested stock options will expire 90 days after the date
of this letter, in accordance with the terms of the 1999 Stock Incentive
Plan and the Amended and Restated 2001 Stock Incentive Plan and (ii) you
will be entitled to continued use of your company car for ninety (90) days
after the date of this letter. Such ninety (90) day use of the company car
shall terminate and the car returned to the company upon relocation from
the St. Louis Missouri area.
(e) It is expressly understood, acknowledged and agreed that all
compensation, including fringe benefits payable by the company shall be
subject to the duty to use your best efforts to mitigate damages by seeking
other employment and shall be offset by any compensation which you receive
from such other employment or which you could have received with reasonable
efforts. The Company may request that you provide information as to the
actions and status of efforts to mitigate damages hereunder. Upon
employment you shall notify the Company of such and of the compensation
terms related thereto.
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