1701 East Market Street, Jeffersonville, IN 47130-4717
January 6, 2011
16585 Via Floresta
Pacific Palisades, CA 90272
We are pleased to extend this offer of employment to you for the position of Chief Restructuring
Officer at ACL; reporting to Mike Ryan, Chief Executive Officer. Below is an outline of the
conditions of your offer and the compensation and benefits package that the company is offering for
Position: Chief Restructuring Officer located in Jeffersonville, IN
Position Responsibilities: In this role you will work with the CEO and other members of
the ACL management team to drive significant operational performance improvements in the business
for the duration of your assignment. It is expected this will involve extensive interaction at all
levels of the ACL organization as you drive improvement initiatives.
Salary Grade / Base Annual Salary: Grade 19/ $400,000. Your salary will be paid on a
semi-monthly basis, in accordance with ACTA payroll practice and procedures for salaried employees.
Your salary will be subject to change from time to time based upon your job performance.
Annual Incentive Plan:
Effective January I, 2011, you will be eligible to participate in the Annual Incentive Plan set
forth in 2011 at a target rate of 70% of actual base earnings. In 2011, 30% of the target bonus
will be guaranteed. The guaranteed portion will be paid quarterly at the end of each calendar
quarter employed by the company ($30,000 per calendar quarter). The balance of the target bonus
earned will be paid on the same timeline as management,
Long-Term Incentive Plan: You will be eligible to participate in the Management-Level
Equity Plan. You will receive an award equal to 70% of the units allocated to the COO.
The ACL compensation structure is subject to change at any time.
Performance Planning: Performance planning is a key factor in ensuring your further
personal development and progression. Paul, you will meet with Mike Ryan to discuss and document
your performance objectives.
Offer is contingent upon: This employment offer is contingent upon successful completion
of a background investigation and a pre-employment drug screen. ACL has the right to conduct a
post employment background check to determine the accuracy of the information provided in your
employment application and to determine your fitness for duty with respect to any position within
ACL. Additionally, ACL has the right to terminate your employment at any time if it discovers that
you have provided incomplete, untrue or misleading answers in your employment application or on any
other employment related documents or forms at any time during your employment.
Employee Benefits: As a salaried employee you will be eligible to participate in
company-sponsored employee benefit programs that include, but are not limited to, ACLs group
medical, dental, vision, short-term disability, long-term disability, and life insurance on your
starting data of employment. You will be eligible to participate in the retirement savings plans
after completing thirty (30)calendar days of employment, Details of the benefit programs are
contained in the benefit guides and summary plan descriptions provided to you.
Vacation: You will be eligible for three (3) weeks of vacation each calendar year
beginning in 2011. Vacation days will accrue on an as-you-go basis, meaning for every month of
employment you will accrue 1112 of your annual vacation allotment. Vacation scheduling is
subject to ACLs salaried vacation policy.
As discussed, the position is travel intensive. You will be expected to be onsite at ACL most
weeks, All reasonable and necessary travel, lodging, meals and other related business expenses
incurred by you in the course of performing your duties as the Chief Restructuring Officer shall be
reimbursed, In addition, you will be reimbursed for the expenses incurred by you for travel,
lodging, and meals while living near the Company.
Return of Company Property:
Upon termination of your employment for any reason, you agree to
return immediately to ACL all
documents, property, software, materials, information and other records of the Company or a
Platinum Equity, LLC affiliate or Platinum Equity, LLC (individually and collectively, the
Group), and all copies thereof, within your possession, custody or control, including but not
limited to any materials containing trade secrets or confidential information of the Group.
You agree not to disclose any trade secrets or confidential information of the Group to anyone else
and to hold this information in confidence and use it solely on a need-to-know basis in the course
of performing services for the Group. Except in the performance of services for the Group, you will
not reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer,
directly or indirectly, in any form, or for any purpose, any trade secrets or confidential
information of the Group. The obligations of this paragraph shall continue during the term of your
employment with the Group and (i) with respect to trade secrets, for so long as such information
constitutes a trade secret under applicable law, and (ii) with regard to confidential information,
for a period of three (3) years after the termination of your employment for any reason. As used in
this letter, the term trade secrets means any information (whether or not reduced to writing and
including any information recorded by any means) of or concerning the Group or any of their
respective officers, directors, owners, employees, licensors, suppliers,
customers or joint venture partners that derives economic value, actual or potential, by not being
generally known to, and not being readily ascertainable by proper means by others, including,
without limitation: information contained in any prospect list, employee list, contact list or
other database; information concerning banking or investment banking relationships; information
included in any non-public documentation concerning transactions completed by the Group (including
information included in any bound volumes and document clips); information concerning the terms
of any debt or equity financings; information concerning compensation and other employment policies
and practices; information concerning the business methods, ownership, operations, financial
performance, assets or liabilities (including contingent liabilities) of the Group; information
concerning strategic, financial, marketing or product plans; technical data; and computer programs.
You agree that, except with the Companys written consent, for a period of twelve (12) months
immediately following termination of your employment with the Company for any reason, you will not,
directly or indirectly, either for your own account or for or on behalf of any other person or
entity, call upon, contact or attempt to effect any transaction with any acquisition candidate,
customer or prospect that was being pursued by the Company (or of which you otherwise became aware
or with which you had any contact) during the six (6) month period immediately preceding the
termination of your employment. You also agree that you will not contact, solicit or recruit, or
assist others in contacting, soliciting or recruiting for employment, any person who is or was an
employee of the Group during the six (6) month period immediately preceding the termination of your
employment with the Company, in an attempt to have such person terminate their employment
relationship with the Group or to work in any capacity in any other corporation, association, or
entity or business.
You agree that the provisions of this letter are severable; and, if any portion thereof shall be
declared unenforceable, the same shall not affect the enforceability of all other provisions
hereof. It is the intent of the parties to this letter that if any portion of this letter contains
provisions which are held to be unreasonable, then in such event, a court shall fix the terms of
such agreement or shall enforce the terms and provisions hereof to the extent deemed reasonable by
Start Date: January 1, 2011.
Paul, I am very excited about offering you this opportunity. We believe you will make
significant contributions toward our future success. Please indicate your acceptance by signing
in the space provided below and return to Rich Spriggle or scan to
Michael P. Ryan
Chief Executive Officer
1701 E. Market Street
Jeffersonville, IN 47130
Work: (812) 288-0238
By signing below, I agree to accept employment with ACL under the terms outlined herein. I
understand and agree that this letter is provided for information purposes only and does not
guarantee employment for any definite duration. I understand that my employment with the Company is
at will and either party can terminate this relationship at any time with or without cause. You
agree to provide at least two (2) weeks notice if you wish to terminate your employment. I
acknowledge that this offer letter represents the entire agreement between myself and the Company
and that no verbal or written agreements, promises or representation that are not specifically
stated in this offer are or will be binding on the company.