exv10w2



 





Exhibit 10.2




December 31, 2005




Mr. Anthony F. Bova

President and Chief Executive Officer

Atlantis Plastics, Inc.

1870 The Exchange, Suite 200

Atlanta, Georgia 30339



Dear Tony:




     This letter agreement amends and restates in its entirety that certain letter agreement (the
“Old Change in Control Agreement”), dated December 31, 2002, between you and Atlantis
Plastics, Inc., a Delaware corporation. From and after the date first listed above (December 31,
2005), all of your rights and Atlantis’ obligations set forth in the Old Change in Control
Agreement, or elsewhere, are hereby canceled and this letter agreement sets forth all of your
rights with respect to the subject matter hereof.



     Atlantis considers it essential to the best interests of its stockholders to foster the
continuous employment of key management personnel. In this connection, our Board of Directors (the
“Board”) recognizes that, as is the case with many publicly held corporations, the
possibility of a change in control of the Corporation may exist and that this possibility, and the
uncertainty and questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Corporation and its stockholders. The
Board has determined that appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of members of the Corporation’s management, including you, to
their assigned duties without the distractions which may arise from the possibility of a change in
control of the Corporation. In order to induce you to remain in the employ of the Corporation, you
shall receive the severance benefits set forth in this Agreement in the event your employment with
the Corporation is terminated under the circumstances described below in connection with a Change
in Control.



     18. Interpretation of this Agreement.




           (a) Terms Defined. As used herein, the following terms when used in this Agreement
have the meanings set forth below:




           “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated
under the Exchange Act.



           “Agreement” shall have the meaning given to it in the preface above.



           “Applicable Rate” shall have the meaning given to it §5(d) below.



           “Atlantis” or “Corporation” means Atlantis Plastics, Inc., a Delaware
corporation, and any successor to its business and/or assets as set forth in §6(a) below which
assumes and agrees to perform this Agreement by operation of law, or otherwise and, as the context



 









 




may require, with respect to any provision of this Agreement other than §3 below, includes any
direct or indirect subsidiary of Atlantis Plastics, Inc.




               “Board” shall have the meaning given to it in the preface above.



               “Cause” shall have the meaning given to it §4(c) below.



               “Change in Control” shall have the meaning given to it §3 below.



               “Code” means the Internal Revenue Code of 1986, as amended.



               “Continuing Directors” shall have the meaning given to it in §3 below.



               “Date of Termination” shall have the meaning given to it §4(f) below.



               “Disability” shall have the meaning given to it §4(b) below.



               “Employment Agreement” means the Executive Employment Agreement, dated as of the date
hereof, as heretofore amended and as the same may hereafter be supplemented, amended or amended and
restated at any time prior to the occurrence of a Change in Control.



               “Exchange Act” means the Securities Exchange Act of 1934, as amended.



               “Excise Tax” shall have the meaning given to it §5(d) below.



               “Good Reason” shall have the meaning given to it §4(d) below.



               “Gross-Up Payment” shall have the meaning given to it §5(d) below.



               “Notice of Termination” shall have the meaning given to it §4(e) below.



               “Person” has the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.



               “Retirement Plans” means the Atlantis Plastics, Inc. 401(k) Plan and any supplementary
executive retirement plans of the Corporation you may be covered under, or any successor plans.



               “Securities Act” means the Securities Act of 1933, as amended.



               “Severance Payments” shall have the meaning given to it §5(d) below.



               “Trivest” means Trivest, Inc., a Delaware corporation.



               “Welfare Plan Benefits” shall have the meaning given to it §5(c) below.



          (b) Interpretation. The words “herein,” “hereunder” and other words of similar import refer to this Agreement
as a whole, as the same from time to time may be amended or supplemented and not any particular
section, paragraph, subparagraph or clause contained in this Agreement. Wherever from the context
it appears appropriate, each term stated in either the




 









 







singular or plural shall include the
singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include
the masculine, feminine and the neuter.




     19. Term. This Agreement shall continue in effect through December 31, 2008; provided,
however, that the term of this Agreement may be extended for one additional year if, not later than
October 1 of the preceding year, we shall notify you that we so wish to extend this Agreement; and
provided, further, that if a Change in Control occurs during the original or extended term of this
Agreement, this Agreement shall continue in effect for a period of not less than one year beyond
the last day of the month in which the Change in Control occurred.



     20. Change in Control. NO BENEFITS WILL BE PAYABLE UNDER THIS AGREEMENT UNLESS A
CHANGE IN CONTROL OCCURS. For purposes of this Agreement, a “Change in Control” shall be
deemed to have occurred if: (i) any Person (other than the Corporation, any trustee or other
fiduciary holding securities under an employee benefit plan of the Corporation, or any affiliate of
Trivest) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing more than 50% of the combined
voting power of the Corporation’s then outstanding securities eligible to vote, or (ii) during any
period of two consecutive years (not including any period prior to the date of this Agreement),
individuals who at the beginning of such period constitute the Board, and any new director (other
than a director designated by a person who has entered into an agreement with the Corporation to
effect a transaction described in clause (i), (iii) or (iv) of this §3) whose election by the Board
or nomination for election by the Corporation’s stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved (the
“Continuing Directors”), cease for any reason to constitute at least a majority of the
Board, (iii) the stockholders of the Corporation approve a merger or consolidation of the
Corporation with any other corporation, other than a merger or consolidation which would result in
the voting securities of the Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting securities of the
Corporation or such surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no Person acquires more than 50% of the combined
voting power of the Corporation’s then outstanding securities shall not constitute a Change in
Control, or (iv) the stockholders of the Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by the Corporation of all or substantially
all of the Corporation’s assets (or any transaction having a similar effect).



     21. Termination of Employment Following Change in Control.



          (a) General. In the event your employment with the Corporation is terminated within
90 days prior to the occurrence of a Change in Control or subsequent to a Change in Control, you
will be entitled to such benefits provided in §5 below as may be applicable.




          (b) Disability. If, as a result of your incapacity due to physical or mental illness,
you are absent from the full-time performance of your duties with the Corporation for 90
consecutive days, and within 30 days after written notice of termination is given, you have not
returned to the full-time performance of your duties, for purposes of this Agreement your
employment may be terminated for “Disability.”




 









 








          (c) Cause. Termination by the Corporation of your employment for “Cause” means
termination (i) upon the willful and continued failure by you to substantially perform your duties
with the Corporation (other than any such failure resulting from your incapacity due to physical or
mental illness or any such actual or anticipated failure after the issuance of a Notice of
Termination by you for Good Reason), within 10 days after a written demand for substantial
performance is delivered to you by the Board, which demand specifically identifies the manner in
which the Board believes that you have not substantially performed your duties, or (ii) the willful
engaging by you in conduct which is clearly and materially injurious to the Corporation, monetarily
or otherwise. For purposes of this §4(c), no act, or failure to act, on your part shall be deemed
“willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief
that your action or omission was in or not opposed to the best interest of the Corporation.
Notwithstanding the foregoing, you will not be deemed to have been terminated for Cause unless and
until there is delivered to you a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board
(after reasonable notice to you and an opportunity for you, together with your counsel, to be heard
before the Board), finding that in the good faith opinion of the Board you were guilty of conduct
set forth above in this §4(c) and specifying the particulars thereof in detail.




          (d) Good Reason. You shall be entitled to terminate your employment for Good Reason.
For purposes of this Agreement, “Good Reason” means, without your express written consent,
the occurrence after a Change in Control of any of the following circumstances unless, in the case
of clauses (i), (v), (vi), (vii) or (viii) of this §4(d), such circumstances are fully corrected
prior to the Date of Termination specified in the Notice of Termination given in respect thereof:
(i) the assignment to you of any duties inconsistent with the status of the position in the
Corporation that you held immediately prior to the Change in Control or a materially adverse
alteration in the nature or status of your responsibilities or in the quality or amount of office
accommodations or assistance provided to you, from those in effect immediately prior to the Change
in Control, (ii) a reduction by the Corporation in your annual base salary as in effect on the date
immediately prior to the Change in Control or as the same may be increased from time to time
thereafter, (iii) the Corporation’s moving you to be based more than 50 miles from the
Corporation’s offices at which you are principally employed immediately prior to the date of the
Change in Control (except for required travel on the
Corporation’s business to an extent substantially consistent with your present business travel
obligations and except to the extent that you consent to any such move prior to the date of the
Change of Control), (iv) the failure by the Corporation to pay to you any portion of your current
compensation within seven days of the date such compensation is due, (v) the failure by the
Corporation to continue in effect any compensation or benefit plan or perquisites in which you
participate immediately prior to the Change in Control which is material to your total
compensation, including but not limited to the Retirement Plans (but excluding the Atlantis
Plastics, Inc. Employee Stock Purchase Plan and any stock option plan maintained by the Corporation
immediately prior to the Change in Control), unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by
the Corporation to continue your participation therein (or in such substitute or alternative plan)
on a basis not materially less favorable, both in terms of the amount of benefits provided and the
level of your participation relative to other participants, than existed at the time of the Change
in Control, (vi) the failure by the Corporation to continue to provide you with benefits
substantially similar to those enjoyed by you under any of the Corporation’s life insurance,
medical, dental, accident or disability plans in which you were participating at the time of the
Change in Control, the taking of any action by the Corporation which would directly or indirectly
materially reduce any of such benefits, or the failure by the Corporation to provide you with the
number of paid vacation days to which you are





 









 







entitled on the basis of your years of service with
the Corporation in accordance with the Corporation’s normal vacation policy in effect at the time
of the Change in Control, (vii) the failure of the Corporation to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as contemplated in §6 below, or
(viii) any purported termination of your employment that is not effected pursuant to a Notice of
Termination satisfying the requirements of §4(e) below (and, if applicable, the requirements of
§4(c) above), which purported termination shall not be effective for purposes of this Agreement.
Your right to terminate your employment pursuant to this §4(d) will not be affected by your
incapacity due to physical or mental illness. Your continued employment will not constitute consent
to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.




          (e) Notice of Termination. Any purported termination of your employment by the
Corporation or by you shall be communicated by written Notice of Termination to the other party
hereto in accordance with §7 below. “Notice of Termination” means a notice that shall
indicate the specific termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.




          (f) Date of Termination. “Date of Termination” means (i) if your employment is
terminated for Disability, 30 days after Notice of Termination is given (provided that you have not
returned to the full-time performance of your duties during such 30-day period), (ii) if your
employment is terminated pursuant to §§4(c) or 4(d) above, the date specified in the Notice of
Termination (which, in the case of a termination for Good Reason, shall not be less than 15 nor
more than 60 days from the date such Notice of Termination is given), (iii) in the case of a
termination by you for any other reason, the date specified in the Notice of Termination (which
shall not be less than 30 days from the date such Notice of Termination is given), (iv) if your
employment is terminated by the Corporation for any other reason, the date specified in the Notice
of Termination and (v) if your employment is terminated by reason of your death, the date of your
death; provided, however, that if within 15 days
after any Notice of Termination is given, or, if later, prior to the Date of Termination (as
determined without regard to this proviso), the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, then the Date of Termination
(other than the Date of Termination where clause (iv) of this §4(f) is applicable) shall be the
date on which the dispute is finally determined, either by mutual written agreement of the parties,
by a binding arbitration award, or by a final judgment, order or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has
expired and no appeal has been perfected); and provided, further, that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good faith and the party
giving such notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Corporation will continue to pay you your
full compensation in effect when the notice giving rise to the dispute was given and continue you
as a participant in all Retirement Plans, life insurance, medical, dental, accident or disability
plans and any similar plans in which you were participating when the notice giving rise to the
dispute was given, until the dispute is finally resolved in accordance with this §4(f). Amounts
paid under this §4(f) are in addition to all other amounts due under this Agreement, and shall not
be offset against or reduce any other amounts due under this Agreement and shall not be reduced by
any compensation earned by you as the result of employment by another employer.




     22. Compensation During Disability or upon Termination. Following a Change in Control,
you will be entitled to the following during a period of Disability or upon termination of



 









 




your employment, as the case may be, provided that such period of Disability or termination of
employment occurs during the term of this Agreement:




          o During any period that you fail to perform your full-time duties with the Corporation as a
result of incapacity due to physical or mental illness, you will continue to receive your base
salary at the rate in effect at the commencement of any such period, together with all compensation
payable to you under the Corporation’s disability plan or program or other similar plan during such
period, until this Agreement is terminated pursuant to §4(b) above. Thereafter, or in the event
your employment is terminated by reason of your death, your benefits will be determined under the
Corporation’s retirement, insurance and other compensation programs then in effect in accordance
with the terms of such programs.




          o If your employment is terminated by the Corporation for Cause or by you other than for Good
Reason, the Corporation will pay you your full base salary through the Date of Termination at the
rate in effect at the time Notice of Termination is given, plus all other amounts or benefits to
which you are entitled under any Compensation Plan of the Corporation then in effect, and the
Corporation shall have no further obligations to you under this Agreement.




          o If your employment is terminated by you for Good Reason or by the Corporation other than for
Cause or Disability, provided such termination occurs during the term of this Agreement and either
following a Change in Control or within 90 days prior to a Change in Control, then you will be
entitled to the following: (i) the Corporation will pay to you your full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is given, no later than
the fifth day following the Date of Termination, (ii) in lieu of any further salary payments or
bonus payments to you for periods subsequent to the Date of Termination, the Corporation will pay
as severance pay to you, at the time specified in §5(e) below, a lump sum severance payment equal
to three times the amount of your annual salary as in effect as of your
Date of Termination (without regard to any attempted or purported termination or reduction of
such salary), (iii) your rights under the Retirement Plans will be governed by the terms of those
respective plans, (iv) the Corporation will pay to you all legal fees and expenses incurred by you
as a result of such termination (including all such fees and expenses, if any, reasonably incurred
in contesting or disputing by arbitration or otherwise, any such termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement or in connection with any tax
audit or proceeding to the extent attributable to the application of Section 4999 of the Code, to
any payment or benefit provided hereunder) and (v) for a two year period after such termination,
the Corporation will arrange to provide you with benefits substantially similar to those which you
were receiving or entitled to receive under the Corporation’s life, disability, accident and group
health insurance plans or any similar plans in which you were participating immediately prior to
the Date of Termination (“Welfare Plan Benefits”) at a cost to you which is no greater than
that cost to you in effect at the Date of Termination; provided, however, that to the extent any
such coverage is prohibited by any judicial or legislative authority, the Corporation shall make
alternative arrangements to provide you with Welfare Plan Benefits, including, but not limited to,
providing you with a payment in an amount equal to your cost of purchasing the Welfare Plan
Benefits. Benefits otherwise receivable by you pursuant to clause (v) above shall be reduced to the
extent comparable benefits are actually received on your behalf during the two year period
following your termination, and such benefits actually received by you shall be reported to the
Corporation.




          o If any payments under this Agreement or any other payments or benefits received or to be
received by you in connection with a Change in Control or your termination of




 









 







employment (whether
pursuant to the terms of this agreement or any other plan, arrangement or agreement with the
Corporation, or any Affiliate of the Corporation) (the “Severance Payments”), will be
subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar
tax that may hereafter be imposed), the Corporation will pay at the time specified below an
additional amount (the “Gross-Up Payment”), such that the net amount retained by you, after
deduction of any Excise Tax on the Severance Payments and any federal, state and local income tax
and Excise Tax upon the payment provided for by this §5(d), shall be equal to the Severance
Payments. For purposes of determining whether any of the Severance Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (i) all Severance Payments shall be treated as
“parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess
parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as
subject to the Excise Tax, unless in the opinion of tax counsel selected by the Corporation’s
independent auditors and acceptable to you such Severance Payments (in whole or in part) do not
constitute parachute payments, or such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of
the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are
otherwise not subject to the Excise Tax, (ii) the amount of the Severance Payments which shall be
treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the
Severance Payments or (2) the amount of excess parachute payments within the meaning of Section
280G(b)(1) of the Code (after applying clause (i) above), and (iii) the value of any non-cash
benefits or any deferred payment or benefit shall be determined by the Corporation’s independent
auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes
of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes
at your highest marginal rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at your highest marginal rate of taxation in
the state and locality of your residence on the Date of Termination, net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state and local taxes. In
the event that the Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time of termination of your employment, you will repay to the Corporation
at the time that the amount of such reduction in Excise Tax is finally determined the portion of
the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up
Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal
and state and local income tax deduction) plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code (the “Applicable Rate”). In the event that
the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the
termination of your employment (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), the Corporation will make an additional
Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess
at the Applicable Rate) at the time that the amount of such excess is finally determined. Any
payment to be made to you under this §5(d) will be payable within five days of your Date of
Termination.




          o The payments provided for in §5(c)(i)(2) and §5(c)(ii) above will be made not later than the
fifth day following the Date of Termination; provided, however, that if the amounts of such
payments cannot be finally determined on or before such day, the Corporation will pay to you on
such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such
payments and will pay the remainder of such payments (together with interest at the Applicable
Rate) as soon as the amount thereof can be determined but in no event later than 30 days after the
Date of Termination. In the event that the amount of the estimated




 









 







payments exceeds the amount
subsequently determined to have been due, such excess shall constitute a loan by the Corporation to
you, payable on the fifth day after demand by the Corporation (together with interest at the
Applicable Rate).




          o Except as required in §5(c)(v) above, you shall not be required to mitigate the amount of
any payment provided for in this §5 by seeking other employment or otherwise, nor shall the amount
of any payment or benefit provided for in this §5 be reduced by any compensation earned by you as
the result of employment by another employer, by retirement benefits, by offset against any amount
claimed to be owed by you to the Corporation, or otherwise; provided, however, that if during the
one year period subsequent to your Date of Termination, you directly compete with the Corporation
by making use of trade secrets or other proprietary knowledge you obtained while employed by the
Corporation in violation of the commitment to protect such proprietary or trade secret information
set forth in the Employment Agreement (determined without regard to the termination of the
Employment Agreement pursuant to §12 below), all income earned as a result of such use of
information shall be remitted to the Corporation to the extent payments were made to you under this
§5.




          o The provisions of this §5 shall survive the termination of this Agreement.




     23. Successors; Binding Agreement.



          o The Corporation will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Corporation to (i) expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to perform it if no such succession
had taken place and (ii) agree to notify you of the assumption of the Agreement within 10 days
of such assumption. Failure of the Corporation to obtain any such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you
to compensation from the Corporation in the same amount and on the same terms to which you would be
entitled hereunder if you terminate your employment for Good Reason following a Change in Control,
except that for purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.




          o This Agreement shall inure to the benefit of and be enforceable by you and your personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amount would still be payable to you hereunder had you
continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such
designee, to your estate.




     24. Notices. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified or registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notice to the Corporation shall be directed to the attention of the
Board with a copy to the Secretary of the Corporation, or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.



 









 





     25. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by you
and such officer as may be authorized by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar of dissimilar
provisions or conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of Florida without regard to its conflicts of law principles. All references to sections of
the Code shall be deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required under federal,
state or local law, except for any withholding that may be required under Section 4999 of the Code.
The obligations of the Corporation under §5 above shall survive the expiration of the term of this
Agreement.



     26. Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.



     27. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same instrument.



     28. Arbitration. Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by binding arbitration, conducted before a panel of three
arbitrators in the city of Atlanta, Georgia or, at your option, in the city where you are
principally employed immediately prior to the date of a Change in Control, in accordance with the
rules of the American Arbitration Association then in effect; provided, however, that you shall be
entitled to seek specific performance of your rights under §4(f) during the pendency of any dispute
or controversy arising under or in connection with this Agreement. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction.



 









 





     29. Entire Agreement. This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto; provided, however, that
the Employment Agreement shall remain in full force and effect until the occurrence of a Change in
Control, at which time the Employment Agreement shall be deemed terminated and canceled. If this
letter sets forth our agreement on the subject matter hereof, kindly sign and return this original
letter to the Corporation which will then constitute our agreement on this subject. The enclosed
copy is for your personal records.



Sincerely,




/s/ Earl W. Powell




Earl W. Powell

Chairman of the Board




	 	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	/s/ Anthony F. Bova
	 	 
	 

Anthony F. Bova