Attached files
file | filename |
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10-Q - FORM 10-Q - COMMERCIAL BARGE LINE CO | c65630e10vq.htm |
EX-32.1 - EX-32.1 - COMMERCIAL BARGE LINE CO | c65630exv32w1.htm |
EX-10.3 - EX-10.3 - COMMERCIAL BARGE LINE CO | c65630exv10w3.htm |
EX-32.2 - EX-32.2 - COMMERCIAL BARGE LINE CO | c65630exv32w2.htm |
EX-31.1 - EX-31.1 - COMMERCIAL BARGE LINE CO | c65630exv31w1.htm |
EX-31.2 - EX-31.2 - COMMERCIAL BARGE LINE CO | c65630exv31w2.htm |
Exhibit 10.2
July 20, 2011
Mr. Mark Klee Knoy
413 Pine Bend Drive
Wildwood, Missouri 63005
413 Pine Bend Drive
Wildwood, Missouri 63005
Dear Mark:
We are very pleased to extend to you an offer of employment as President and Chief Executive
Officer of American Commercial Lines Inc. (the Company). Your start date will be August 8, 2011
(the Start Date). Following are the terms and conditions of our offer.
BASE PAY COMPENSATION. Your base annualized salary will be $450,000. It will be paid in
accordance with the Companys regular payroll process and procedures.
SIGN-ON BONUS. You will receive a one-time $100,000 sign-on bonus payable on your first regular
pay date. You agree to promptly reimburse the Company for the sign-on bonus if the Company
terminates your employment for Cause (as defined below) or you resign without Good Reason (as
defined below) within the 12-month period following the State Date. The amount of such
reimbursement shall be pro-rated based on the number of days you are employed by the Company during
such 12 month period.
INCENTIVE PAY COMPENSATION. You will be eligible to participate in the Companys Annual Incentive
Compensation Plan that provides an on-target bonus equal to seventy-five (75%) of your base
salary at 100% of corporate plan achievement. Provided that you remain employed by the Company
through December 31, 2011, (i) your 2011 bonus will be guaranteed at $338,000, reflecting full-year
100% pay-out, and (ii) you will be entitled to an additional $100,000 one-time incentive payment.
PARTICIPATION PLAN. You will be eligible to participate in the Participation Plan (the Plan),
subject to the terms and conditions of the Plan, with an allocation of performance units equal to
2.0 percentage points which represents 25% of the management allocation pool.
VACATION. You will be entitled to four (4) weeks of paid vacation per calendar year, which vacation
will be taken at the reasonable and mutual convenience of you and the Company.
BENEFITS. You and your qualified dependents will be eligible to participate in the Companys health
and welfare insurance programs that provide medical, dental and vision benefits, subject to the
terms and conditions thereof. In addition, the Company provides a 401(k) plan with a matching
contribution feature, life and accidental death and dismemberment insurance, short-term disability
salary continuance, and long-term disability insurance, subject to a thirty (30) calendar day
waiting period. Please note that the retirement, health and welfare benefit programs including
carriers, plan features and contributions are subject to change from time to time.
BUSINESS EXPENSES. All reasonable and necessary business travel, lodging, meals and other related
business expenses incurred by you in the course of performing your duties shall be reimbursed in
accordance with the Companys expense reimbursement policy.
American Commercial Lines
RELOCATON EXPENSES. As provided by the Companys Relocation Policy, you will be reimbursed for all
actual reasonable IRS tax qualified and non-qualified expenses related to the full service
transport of household goods, and temporary living accommodations and commuting expenses from
Wildwood, Missouri to the Jeffersonville, Indiana area for a period of up to six (6) months. As
provided in the Companys Relocation Policy, non-qualified IRS relocation expenses, which are
subject to tax withholding and reporting, will be grossed-up. Your reimbursements and tax gross-ups
under this paragraph shall be limited to $100,000 in the aggregate and any expenses you incur in
excess of $100,000 shall be your responsibility. You agree to submit all reimbursement requests to
the Company promptly following the date the expense is incurred, but in no event later than
February 20, 2012. The company shall reimburse you for your relocation expenses, up to the $100,000
cap, no later than March 15, 2012.
CONDITIONS. This employment offer is contingent upon successful completion of a background
investigation, final reference checks, a pre-employment drug screen and your execution of the
Companys standard confidential information and restricted covenant agreement applicable to senior
executives (the Confidentiality Agreement). You warrant that your employment by the Company does
not violate any existing agreement between you and any third party, nor will your employment with
the Company constitute a violation of any non-compete, confidentiality or non-disclosure agreement.
SEVERANCE. In the event that your employment is terminated (a) by the Company without Cause, which
shall not include termination due to your death or disability, or (b) by you for Good Reason, the
Company shall pay to you (i) an amount equal to twelve (12) months of your then current base
salary, which amount will be paid to you in periodic installments over the twelve month period
following your termination in accordance with the Companys regular payroll schedule, and (ii) a
pro-rated bonus based on the number of days you are employed by the company during the applicable
calendar year and the level of achievement of corporate annual incentive plan objectives as of the
date of termination, as reasonably determined by the Company pursuant to the Companys Annual
Incentive Compensation Plan, which pro-rated bonus shall be paid to you in a lump sum on the
sixtieth day following the date of your termination (collectively, clauses (i) and (ii) shall be
referred to herein as the Severance). Notwithstanding the foregoing, if you are entitled to
Severance in 2011 the amount of your pro-rated bonus will be calculated by multiplying $338,000 by
a fraction, the numerator of which is the number of days you are employed by the Company during
calendar year 2011 and the denominator of which is 146. You shall not be entitled to any severance
pay or benefits under the Companys Severance Policy. Your right to receive the Severance shall be
contingent upon you executing and not revoking a severance agreement and release in the form
provided to you by the Company (the Release) within the time period provided in such Release,
which time period shall not exceed 55 days following your termination of employment.
For purposes of this letter agreement, Cause means (i) your failure to substantially perform your
duties as an employee, (ii) your conviction, plea of no contest, plea of nolo contendere, or
imposition of unadjudicated probation for any felony or crime involving moral turpitude, (iii) your
unlawful use (including being under the influence) or possession of illegal drugs on the Companys
or any of its affiliates premises or while performing your duties and responsibilities; or (iv)
your commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach
of fiduciary duty against the Company or any of its affiliates. For purposes of this letter
agreement, Good Reason means, without your written consent (i) a material diminution in your
authority, duties or responsibilities, or (ii) a material diminution in your base salary or target
bonus; provided, however, that in all cases, prior to your termination for Good Reason, you must
give the Company written notice whereby you elect to resign for Good Reason and describe in
reasonable detail the events constituting Good Reason. Such notice must be provided to the
Company within 90 days of the initial occurrence of such events and the Company must be given 30
days to cure such events.
American Commercial Lines
AT WILL EMPLOYMENT. Subject only to the provisions related to Severance above, your employment is
at will, and either you or the Company may terminate the employment relationship at any time with
or without cause. We ask that you give us at least two (2) weeks notice if you wish to terminate
your employment.
ARBITRATION. In the event of any dispute or claim relating to or arising out of our employment
relationship, you and the Company agree that all such disputes shall be fully and finally resolved
by binding arbitration conducted by the American Arbitration Association in Indianapolis, Indiana.
Notwithstanding the foregoing, the Company will be entitled to specific performance and injunctive
relief in the event of a breach of any of the covenants contained in the Confidentiality Agreement,
in addition to any other remedy which may be available at law or in equity.
KEY PERSON INSURANCE. You agree that the Company shall have the right (but not the obligation) to
insure your life for the Companys sole benefit. The Company shall have the right to determine the
amount of insurance and the type of policy. You agree to reasonably cooperate with the Company in
obtaining such insurance by submitting to reasonable physical examinations, by supplying all
information reasonably required by any insurance carrier, and by executing all necessary documents
reasonably required by any insurance carrier. You will incur no financial obligation by executing
any required document, and shall have no interest in any such policy.
GENERAL. 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. The Company may assign its rights and obligations under this letter agreement
to any successor to all or substantially all of the business or the assets of the Company (by
merger or otherwise). None of your rights or obligations may be assigned or transferred by you
other than your rights to payments hereunder, which may be transferred only by will or operation of
law. This letter agreement shall be governed, construed, interpreted and enforced in accordance
with its express terms, and otherwise in accordance with the substantive laws of the State of
Indiana without reference to the principles of conflicts of law of the State of Indiana or any
other jurisdiction, and where applicable, the laws of the United States. This letter agreement may
not be modified, amended, or terminated except by an instrument in writing, signed by you and a
duly authorized officer of the company. The Company shall be entitled to withhold from any amounts
payable under this letter agreement any federal, state, local or foreign withholding or other taxes
or charges which the company is required to withhold.
SECTION 409A. Notwithstanding anything in this letter agreement to the contrary, any Severance that
is designated as payable upon your termination of employment shall be payable only upon your
separation from service from the Company (a Separation from Service) within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) and, except as
provided below, any such Severance shall not be paid, or, in the case of installments, shall not
commence payment, until the date the Release becomes effective (the Release Effective Date). Any
installment payments that would have been made to you during the period immediately following your
Separation from Service but for the preceding sentence shall be paid to you within five (5) days of
the Release Effective Date and the remaining payments shall be made as provided in this letter
agreement. Any tax gross up payment, within the meaning of Section 409A, provided for in the
Companys Relocation Policy shall be made by the end of the your taxable year next following the
your taxable year in which you remit the related taxes, provided that you provide the Company with
a reimbursement request reasonably promptly following the date such tax is due. Your right to
receive any installment payments under this letter agreement shall be
treated as a right to receive
a series of separate payments and, accordingly, each such installment payment shall at all times be
considered a separate and distinct payment as permitted under Section 409A. To the extent any
deferred compensation is intended to comply with and be subject to Section 409A (as opposed
American Commercial Lines
to any exception thereto), the Company may accelerate any such deferred compensation as long as
such acceleration would not result in additional tax or interest pursuant to Section 409A and as
long as such acceleration is permitted by Section 409A. The decision as to when to make any payment
within any specified time period shall solely be that of the Company.
***
I look forward to the contributions you will make to the Company. Enclosed are two copies of this
letter. Please sign both copies and return one to me.
Very truly yours, | ||||
/s/ Eva M. Kalawski
|
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Vice President and Secretary |
ACCEPTED AND AGREED TO this
22 day of July, 2011
22 day of July, 2011
/s/ Mark Klee Knoy
|
American Commercial Lines