Ex-10.1



 






EXHIBIT 10.1




EMPLOYMENT AGREEMENT




     This Employment Agreement (“this Agreement”) is made and entered into as
of January 4, 2005 (the “Effective Date”), by and between Werner Co., a
Pennsylvania corporation (the “Company”), and Steven P. Richman (“Executive”).



     The Company hereby agrees to employ Executive, and Executive hereby
accepts such employment, on the terms and conditions hereinafter set forth.
The offer of employment letter dated December 1, 2004 (the “Offer Letter”), is
hereby incorporated herein by reference; however, the provisions of this
Employment Agreement shall supersede the Offer Letter in case there is a
discrepancy between the documents or if the Offer Letter does not address
certain issues, similarly any issues addressed in the Offer Letter but not
herein shall be considered part of this Employment Agreement.



     1. Position.



     From the Effective Date until the termination of Executive’s employment
hereunder (the “Period of Employment”), Executive shall serve in the capacity
indicated on Schedule 1 hereto, and shall have the normal duties and
responsibilities commensurate with such position. During the Period of
Employment, Executive will (a) during normal business hours, devote his full
time and exclusive attention to, and use his best efforts to advance, the
business and welfare of the Company, and (b) not engage in any other employment
activities for any direct or indirect remuneration without the concurrence of
the Board of Directors (the “Board”), provided, however, Executive may serve on
charitable and community boards so long as such activities do not unreasonably
interfere with the performance of his duties under this Agreement and provided
that any such activities are approved in advance by the Board.



     2. Place and Term of Employment.



     (a) Executive’s office shall be at the location set forth on Schedule 1
attached hereto.



     (b) Subject to Section 7 hereunder, the term of this Agreement shall be
through January 3, 2010. This Employment Agreement shall be automatically
renewed for successive



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one (1) year periods unless either party gives notice
otherwise within 12 months, but not less than 6 months prior to an expiration.




     3. Compensation.



     3.1 Base Salary. Effective as of January 4, 2005 the Company shall pay
Executive the per annum Base Salary indicated on Schedule 1 attached hereto
during the Period of Employment payable biweekly and otherwise in accordance
with the standard policies of the Company and subject to payroll deductions as
may be necessary or customary in respect of the Company’s salaried employees in
general.



     3.2 Performance Based Compensation. In addition to the Base Salary
provided for in Section 3.1 hereof, commencing on January 4, 2005, Executive
shall be eligible to receive an annual cash bonus (prorated based on service)
earned during the calendar year in an amount equal to 75% of the Base Salary in
effect at the end of such calendar year based upon your personal performance,
key operating metrics of the Company and the extent to which Werner Holding Co.
(PA), Inc.’s (“Holdings”) consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization (“EBITDA”), as defined in Exhibit 1 hereto,
equals or exceeds the percentages of target annual EBITDA with respect to such
fiscal year in accordance with the Plan to be attached as Exhibit 3.



     The EBITDA target shall be set by Holdings’ Board of Directors as part of
its annual budgeting process.



     Bonuses will be payable no later than April of the respective years
following the years with respect to which they were earned.



     4. Benefits.



     During the Period of Employment, Executive shall be entitled to
participate in all benefit plans and programs maintained by the Company which
are available to its executive officers or
employees generally, including any and all perquisites, provided that, (i)
Executive’s right to participate in such plans and programs shall not affect
the Company’s right to amend or terminate



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the general applicability of such
plans and programs, and (ii) Executive acknowledges that he shall have no
vested rights under or to participate in any such plan or program except as
expressly provided under the terms thereof. The Company shall provide the
Executive with the benefits described on Exhibit 2 hereto, provided, however,
the benefits so described may be amended or terminated by the Board.



     5. Long Term Performance Compensation



     Executive will have the potential to earn up to $5 Million over 5 years to
be vested as follows: a) $1 million time vesting pro-rata equally over 5 years
($200,000/yr with acceleration of any unpaid amounts if there is an exit/sale
for a majority of equity or termination without cause), b) $3 million vesting
pro-rata equally over 5 years ($600,000/yr with the opportunity to be
considered for acceleration of any unpaid amounts if there is an exit/sale for
a majority of equity, performance significantly above agreed upon targets or
termination without cause) upon achievement of annual performance based targets
(i.e. EBITDA), and c) $1 million vesting upon closing of successful exit/sale
for majority of equity. Two-thirds of the vested amount of items (a) and (b)
above would be paid in cash after 5 years and the remainder upon the closing of
a successful exit/sale for a majority of the equity. All vested amounts would
be paid upon death or permanent disability. Additionally, the Company will use
its reasonable best efforts to develop a plan by June 2005 such that Executive
would be eligible for consideration of additional equity, depending on the time
frame, if there is outstanding business performance (equity value) and personal
performance.



     6. Expenses; Taxes.



     Upon presentation of acceptable substantiation therefor, the Company will
pay or reimburse Executive for such reasonable travel, entertainment and other
expenses as he may incur during the Period of Employment in connection with the
performance of his duties hereunder. Federal, state and local income taxes
shall be withheld on all cash and in-kind
payments made by the Company to Executive in accordance with applicable
tax laws and regulations.



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     7. Termination of Employment.



     The provisions of this Section 7 shall apply upon termination of
Executive’s employment hereunder. In connection with any termination of
Executive’s employment hereunder, Executive or his beneficiaries shall be
entitled to receive, pro-rated as appropriate, earned but unpaid Base Salary,
unreimbursed amounts pursuant to Section 6 hereof, and unpaid and unreimbursed
payments and benefits under, and in accordance with the terms of, applicable
benefit plans and programs, said payments being collectively referred to as
Standard Termination Payments.



     7.1 For Cause or Not for Good Reason. If the Company terminates
Executive’s employment for Cause (as hereinafter defined) or if Executive
terminates his employment other than for Good Reason (as defined in Section
7.3), the Company’s obligations to compensate Executive shall in all respects
cease as of the date of such termination, except for Standard Termination
Payments. Termination of Executive’s employment for “Cause” shall mean
termination by the Company because Executive:



     (i) has been convicted of a felony, or has entered a plea of guilty or
nolo contendere to a felony;



     (ii) has committed an act of fraud involving dishonesty for personal gain
which is materially injurious to the Company;



     (iii) has willfully and continually refused to substantially perform his
duties with the Company (other than any such refusal resulting from his
incapacity due to mental illness or physical illness or injury), after a demand
for substantial performance has been delivered to the Executive by the Board,
where such demand specifically identifies the manner in which the Board
believes that the Executive has refused to substantially perform his duties and
the passage of a reasonable period of time for Executive to comply with such
demand; or



     (iv) has willfully engaged in gross misconduct materially and demonstrably
injurious to the Company or its subsidiaries.



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     For purposes of this paragraph, no act or failure to act on the
Executive’s part shall be considered “willful” unless done, or omitted to be
done, by the Executive not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company or its subsidiaries.
Notwithstanding the foregoing, with respect to termination for Cause arising
out of conduct described in clause (ii), (iii) or (iv) above, a termination
shall not be considered for Cause for purposes of this Agreement unless there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters of the entire Board, at
a meeting of the Board called and held for that purpose (after reasonable
notice to the Executive and an opportunity for the Executive, together with his
counsel or other advisors, to be heard at such meeting), finding that in the
good faith opinion of the Board the Executive had engaged in conduct described
in clause (ii), (iii) or (iv) above and specifying the particulars thereof in
detail. Such a finding by the Board of Directors of the Company is a
prerequisite to a termination for Cause pursuant to clauses (ii), (iii) or (iv)
above; provided, however, that such a finding may be challenged, by arbitration
pursuant to section 9.9 hereof, on the merits (i.e., that Cause did not exist)
or on the basis that the Board’s finding was not made in good faith (provided
that proof that Cause for termination existed shall be a complete defense to
any showing that the Board’s findings were not made in good faith).



     If the Executive terminates his employment other than for Good Reason, the
Executive must provide the Company with thirty (30) days written notice prior
to such termination.



     7.2 Upon Death or Permanent Disability. If Executive’s employment is
terminated as a result of death or Permanent Disability (as hereinafter
defined), the Company’s obligation to compensate Executive shall in all
respects cease as of the date of such termination, except for Standard
Termination Payments and all vested Long Term Performance Compensation earned
pursuant to Section 5 hereof, including all applicable disability benefits.
The Company may terminate Executive’s employment hereunder attributable to the
“Permanent Disability” of Executive if Executive becomes physically or mentally
incapacitated or disabled so that he is unable to perform for the Company
substantially the same services as he performed prior to
incurring such incapacity or disability (the Company, at its option and
expense, is entitled to retain a physician reasonably acceptable to Executive
to confirm the existence of such incapacity



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or disability, and the
determination of such physician shall be binding upon the Company and
Executive), and such incapacity or disability exists for an aggregate of six
(6) calendar months in any twelve (12) calendar month period.




     7.3 Not For Cause or For Good Reason. If (i) Executive’s employment is
terminated by the Company for a reason other than Cause, Executive’s death or
Executive’s Permanent Disability, or (ii) Executive terminates his employment
for Good Reason (as hereinafter defined), the Company’s obligation to
compensate Executive shall in all respects cease as of the date of such
termination, except: (a) for Standard Termination Payments, (b) that the
Company will pay to Executive an amount equal to: (1) Twelve (12) month’s of
the Executive’s base salary in effect at the time of such termination paid in
Twelve (12) equal monthly payments over the next Twelve (12) months; (2) the
bonus that the Executive earned for the fiscal year immediately preceding the
fiscal year in which his employment terminated (if not already paid) payable
when such bonuses are paid by the Company to its other executives; and (3)
provided the Executive’s employment termination date is after June 30, the
bonus that the Executive earned but did not yet receive for such year,
pro-rated for the period of such year the Executive worked, payable when such
bonuses are paid by the Company to its other executives in the subsequent year.
For purposes of this Agreement, “Good Reason” shall mean a reduction by the
Company in the Executive’s bonus opportunities or base salary as in effect on
the Effective Date or any material breach by the Company of any provision of
this Agreement.



     7.4 Release and Satisfaction. At the time of termination of Executive’s
employment, Executive and the Company agree to execute mutual releases whereby
(a) Executive will release, relinquish and forever discharge the Company and
any director, officer, employee, shareholder, controlling person or agent of
the Company from any and all claims, damages, losses, costs, expenses,
liabilities or obligations, whether known or unknown (except as set forth in
Section 7.5 hereof other than any such claims, damages losses, costs, expenses,
liabilities or obligations arising under (i) any indemnification arrangement of
the Company with respect to Executive, (ii) any employee benefit plan or
program (whether or not tax-qualified) covering Executive, (iii)
any stock purchase or stock option plan or agreement to which the Company
and Executive are parties (or any document executed in connection therewith) or
(iv) this Agreement, to the extent



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the Company or any such person has
continuing obligations pursuant to the express provisions hereof following such
termination), which Executive has incurred or suffered or may incur or suffer
as a result of Executive’s employment by the Company or the termination of such
employment, and (b) the Company will release, relinquish and forever discharge
Executive and his heirs, successors and assigns from any and all claims,
damages, losses, costs, expenses, liability or obligations, whether known or
unknown (except as set forth in Section 7.5 hereof and other than any such
claims, damages, losses, costs, expenses, liabilities or obligations arising
under any of the arrangements or agreements referred to in clauses (i) through
(iii) in the preceding clause (a) of this Section 7.4 or under this Agreement
to the extent Executive or any such person has continuing obligations pursuant
to the express provisions hereof following such termination), which the Company
has incurred or suffered or may incur or suffer as a result of the Company’s
employment of Executive or the termination of such employment.




     7.5 Effect on This Agreement. The termination of Executive’s employment
shall not affect the continuing operation and effect of Sections 7.4 and 8
hereof, nor affect any obligation of the Company to make payments pursuant to
Section 7 hereof, which shall continue in full force and effect upon the
Company and Executive, and its and his heirs, successors and assigns. Nothing
in Section 7.1 or 7.4 hereof shall be deemed to operate or shall operate as a
release, settlement or discharge of any liability of Executive to the Company
(a) from any act or omission by Executive enumerated in Section 7.1 which
constituted a reason for termination of Executive’s employment for Cause or (b)
in connection with any amount Executive owes to the Company pursuant to a loan
or other advance.



     7.6 Mitigation. Executive shall not be required to mitigate the amount of
any payment provided for under this Agreement by seeking other employment or
otherwise nor will any payments provided for herein be subject to offset in
respect of any claims which the Company may have against Executive and, except
as specifically provided herein, the amount of any payment or benefit provided
for in this Agreement shall not be reduced by any compensation
earned or benefits received by Executive as the result of employment by a
future employer, by offset against any amount claimed to be owed by him to the
Company, or otherwise.



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     8. Non-Competition; Non-Disclosure of Proprietary Information, Surrender
of Records; Inventions and Patents.



     8.1 Non-Competition



     (a) Executive acknowledges that in the course of his employment with the
Company he will become familiar with the trade secrets and other confidential
information of the Company and its subsidiaries and that his services will be
of special, unique and extraordinary value to the Company. Therefore,
Executive agrees that, during the Period of Employment and for two (2) years
thereafter (the “Noncompete Period”), he shall not directly or indirectly own,
manage, control, participate in, consult with, render services for, or in any
manner engage in any business competing with the businesses of the Company or
any of its subsidiaries (i) which relates to (A) the manufacturing or sale of
climbing equipment or (B) aluminum extrusions or (ii) which is commenced by the
Company or any of its subsidiaries after the Effective Date and as of the date
of termination constitutes or will constitute a material portion of the
Company’s overall future business within the United States and any other
geographical area in which the Company or any of its subsidiaries engage in
such businesses. Nothing herein shall prohibit Executive from being a passive
owner of not more than 2% of the outstanding equity of any class of a
corporation or other entity which is publicly traded so long as Executive has
no active participation in the business of such corporation.



     (b) During the Noncompete Period, Executive shall not directly or
indirectly through another entity (i) induce or attempt to induce any employee
of the Company or any of its subsidiaries to leave the employ of such person,
or in any way interfere with the employee relationship between the Company or
any of its subsidiaries and any employee thereof, (ii) hire any person who was
an employee of the Company or any subsidiary of the Company at any time during
the Employment Period (other than individuals who have not been employed by the
Company or any subsidiary of the Company for a period of at least one (1) year
prior to employment by Executive directly or indirectly through another
entity), or (iii) induce or attempt
to induce any customer, supplier, licensee or other person having a
business relationship with the Company or any of its subsidiaries (A) which
relates to (x) the manufacturing or sale of climbing equipment or (y) aluminum
extrusion or (B) which is commenced by the Company or any of its



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subsidiaries
after the Effective Date and as of the date of termination constitutes or will
constitute a material portion of the Company’s overall future business to cease
doing business with the Company or such subsidiaries, or interfere materially
with the relationship between any such customer, supplier, licensee or other
person having a business relationship with the Company or any of its
subsidiaries.




     8.2 Proprietary Information. Executive agrees that he shall not use for
his own purpose or for the benefit of any person or entity other than the
Company or its shareholders or affiliates, nor otherwise disclose to any
individual or entity at any time while he is employed by the Company or
thereafter any proprietary information of the Company unless such disclosure
(a) has been authorized by the Board, (b) is in the good faith judgment of
Executive required in the course of Executive’s employment hereunder, (c) is in
the course of such individual’s or entity’s employment or retention by the
Company, or (d) is required by law, a court of competent jurisdiction or a
governmental or regulatory agency. For purposes of this Agreement, the term
“proprietary information” shall mean: (a) the name or address of any customer,
supplier or affiliate of the Company or any information concerning the
transactions or relations of any customer, supplier or affiliate of the Company
or any of its shareholders; (b) any information concerning any product,
technology or procedure employed by the Company, but not generally known to its
customers, suppliers or competitors, or under development by or being tested by
the Company, but not at the time offered generally to customers or suppliers;
(c) any information relating to the marketing methods, sales margins,
discounts, rebates, supplier incentives, or the like, the capital structure, or
results of any business plan of the Company; (d) any information contained in
the Company’s policies and procedures or employees’ manual; (e) any inventions,
innovations, trade secrets or other items covered by Section 8.4 below; and (f)
any other information which the Board has determined by resolution and
communicated to Executive to be confidential or proprietary. However,
proprietary information shall not include any information that is or becomes
generally known to the public other than through actions of Executive in
violation of Sections 8.1, 8.2 or 8.3 hereof or any information which become
available to
Executive on a non-confidential basis from a source other then the
Company, its affiliates or their respective employees, provided that such
source is not known to Executive to be subject to any



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obligation of secrecy to
the Company or its affiliates provided that such information was unsolicited
and that with regard thereto Executive took no action.




     8.3 Confidentiality and Surrender of Records. Executive agrees that,
while he is employed by the Company or at any time thereafter, he shall not
except as required by law give any “confidential records” (as hereinafter
defined) to, or permit any inspection or copying of confidential records by,
any individual or entity other than in the course of such individual’s or
entity’s employment or retention by the Company or as required by law, a court
of competent jurisdiction, or a governmental or regulatory agency, nor shall he
retain any of the same following termination of this employment, without the
prior approval of the Board. For purposes hereof, “confidential records” means
all correspondence, memoranda, files, manuals, financial, operating or
marketing records, magnetic tape, or electronic or other media of any kind
which may be in Executive’s possession or under his control or accessible to
him which contain any proprietary information as defined in Section 8.2 above.



     8.4 Inventions and Patents. Executive agrees that all inventions,
innovations, trade secrets, patents and processes in any way relating, directly
or indirectly, to the Company’s or its subsidiaries’ businesses developed by
him alone or in conjunction with others at any time during his employment by
the Company shall belong to the Company. Executive will use his best efforts
to perform all actions reasonably requested by the Executive’s Supervisor or
the Board to establish and confirm such ownership by the Company.



     8.5 Definition of Company. For purposes of this Section 8, the term
“Company” shall include Holdings and any and all of its subsidiaries, ventures
or affiliates (including the Company and any and all of its subsidiaries,
ventures or affiliates) whether currently existing or hereafter formed.



     8.6 Enforcement. The parties hereto agree that the duration and area for
which the covenants set forth in Section 8 are to be effective are reasonable.
In the event that any court or arbitrator determines that the time period or
the area, or both of them, are unreasonable and that
any of the covenants are to that extent unenforceable, the parties hereto
agree that such covenants will remain in full force and effect, first, for the
greatest time period, and second, in the greatest



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geographical area that would
not render them unenforceable. The parties intend that this Agreement will be
deemed to be a series of separate covenants, one for each and every county of
each and every state of the United States of America. Executive agrees that
damages are an inadequate remedy for any breach of the covenants in this
Section 8 and that the Company will, whether or not it is pursuing any
potential remedies at law, be entitled to equitable relief in the form of
preliminary and permanent injunctions without bond or other security upon any
actual or threatened breach of this Agreement.




     9. Miscellaneous.



     9.1 Notice. Any notice required or permitted to be given hereunder shall
be deemed sufficiently given if sent by registered or certified mail, postage
prepaid, addressed to the addressee at his or its address last provided the
sender in writing by the addressee for purposes of receiving notices hereunder
or, unless or until such address shall be so furnished, to the address
indicated opposite his or its signature to this Agreement. Each party may also
provide notice by sending the other party a facsimile at a number provided by
such other party.



     9.2 Modification and No Waiver of Breach. No waiver or modification of
this Agreement shall be binding unless it is in writing signed by the parties
hereto. No waiver by a party of a breach hereof by the other party shall be
deemed to constitute a waiver of a future breach, whether of a similar or
dissimilar nature, except to the extent specifically provided in any written
waiver under this Section 9.2.



     9.3 Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the Commonwealth of Pennsylvania,
and all questions relating to the validity and performance hereof and remedies
hereunder shall be determined in accordance with such law.



     9.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.



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     9.5 Captions. The captions used herein are for ease of reference only and
shall not define or limit the provisions hereof.



     9.6 Entire Agreement. This Agreement together with any agreement, plans
or other documents implementing the terms of this Agreement constitute the
entire agreement between the parties hereto relating to the matters encompassed
hereby and supersede any prior oral or written agreements.



     9.7 Assignment. The rights of the Company under this Agreement may,
without the consent of Executive, be assigned by the Company, in its sole and
unfettered discretion, to any person, firm, corporation or other business
entity which at any time, whether by purchase, merger, or otherwise, directly
or indirectly, acquires all or substantially all of the stock, assets or
business of the Company.



     9.8 Non-Transferability of Interest. None of the rights of Executive to
receive any form of compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary disposition or by the
laws of descent and distribution upon the death of Executive. Any attempted
assignment, transfer, conveyance, or other disposition (other than as
aforesaid) of any interest in the rights of Executive to receive any form of
compensation to be made by the Company pursuant to this Agreement shall be
void.



     9.9 Arbitration. Any dispute, claim or controversy arising out of or
relating to this Agreement, or the breach, termination or validity hereof,
shall be finally settled by arbitration in accordance with the then-prevailing
Commercial Arbitration Rules of the American Arbitration Association, as
modified herein (“Rules”). There shall be one arbitrator who shall be jointly
selected by the parties. If the parties have not jointly agreed upon an
arbitrator within twenty days of respondent’s receipt of claimant’s notice of
intention to arbitrate, either party may request the American Arbitration
Association to furnish the parties with a list of names from which the parties
shall jointly select an arbitrator. If the parties have not agreed upon an
arbitrator within ten days of the transmittal date of the list, then each party
shall have an additional five days in which to strike any names objected to,
number the remaining names in order of preference, and return the list to the
American Arbitration Association, which shall then select an arbitrator in



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accordance with Rule 13 of the Rules. The place of arbitration shall be
Pittsburgh, Pennsylvania. By agreeing to arbitration, the parties hereto do
not intend to deprive any court of its jurisdiction to issue a pre-arbitral
injunction, pre-arbitral attachment or other order in aid of arbitration. The
arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16.
Judgment upon the award of the arbitrator may be entered in any court of
competent jurisdiction. Each party shall bear its or his own costs and
expenses in any such arbitration and one-half of the arbitrator’s fees and
expenses.



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     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first written above.



	 	 	 	 	 	 	 
	 	 	 	 	WERNER CO., a Pennsylvania corporation
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Eric J. Werner

	Address for Notices:	 	Name:	 	
Eric J. Werner
	

	 	 	 	Title:
	 	Vice President, Secretary
	

	 	93 Werner Road
	 	 	 	and General Counsel
	

	 	Greenville, PA 16125-9499	 	 	 	 
	

	 	Attention: Eric J. Werner, Esq.	 	 	 	 
	

	 	
General Counsel
	 	 	 	 
	 
	 	 	 	 	 	 
	With a copy to:	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Investcorp International Inc.	 	 	 	 
	

	 	280 Park Avenue, 37th Floor	 	 	 	 
	

	 	New York, NY 10017	 	 	 	 
	

	 	Attention: Thomas J. Sullivan	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	Address for Notices:	 	/s/ Steven P. Richman

	

	 	 	 	Steven P. Richman
	

	 	55 Sandpiper Lane	 	 	 	 
	

	 	Lake Forest, IL 60045	 	 	 	 







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SCHEDULE 1




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	BONUS
	 	 	 	 	 	 	 	 	 	 	AMOUNT
	 	 	 	 	 	 	 	 	 	 	AS A
	 	 	 	 	 	 	 	 	 	 	PERCEN-
	 	 	 	 	 	 	 	 	 	 	TAGE OF
	 	 	LOCATION OF	 	 	 	 	 	BASE
	 TITLE	 	OFFICE	 	BASE SALARY	 	SALARY
	President and Chief
Executive Officer
	 	[TO BE DETERMINED]	 	$	400,000	 	 	 	75	%







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EXHIBIT 1




EARNINGS BEFORE INTEREST, TAXES,

DEPRECIATION AND AMORTIZATION




     Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
is defined as Consolidated Net Income (loss) of Holdings and its subsidiaries
as it would appear on a statement of income (loss), which shall (i) exclude or
be adjusted otherwise for all acquisitions and additional equity contributions
to the extent such acquisitions and/or equity contributions materially change
target EBITDA for any particular Fiscal Year, (ii) reflect a reduction for all
management and employment bonuses payable with respect to the Fiscal Year of
Holdings prepared in accordance with U.S. GAAP consistently applied and (iii)
be adjusted for any material Board approved amendment to the capital
expenditure plan: plus (minus) the following amounts, to the extent such
amounts are otherwise taken into account in determining EBITDA (prior to
adjustment):



     1. Any provision (benefit) for taxes (including franchise taxes) deducted
(added) in calculating such consolidated net income (loss); plus



     2. Any interest expense (net of interest income), deducted in calculating
such consolidated net income (loss); plus



     3. Amortization expenses deducted in calculating consolidated net income
(loss); plus



     4. Depreciation expense deducted in calculating consolidated net income
(loss); plus



     5. Management fees paid to Investcorp; plus (minus)



     6. Any unusual losses (gains) deducted (added) in calculating consolidated
net income (loss). (Unusual items are intended to include transactions
considered outside the ordinary course of business. EBITDA will be adjusted to
eliminate the effects, if any, of such



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transactions, the intent being to calculate EBITDA as if such transactions
had not occurred; plus (minus)




     7. Any compensation expense (income) deducted (added) in calculating
consolidated net income (loss) attributable to transactions involving equity
securities of Holdings or its subsidiaries.



     The Executive and his representative shall be provided reasonable
opportunity to review the computation of EBITDA and reasonable access to the
data and information supporting much computation, but Holding’s Board of
Director’s determination shall be conclusive and binding.



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EXHIBIT 2




List of current Employee Benefits




Term Life Insurance




Health/Dental Insurance




Long Term Disability Insurance




Accidental Death & Dismemberment Insurance




Travel Insurance




401(k) Savings Plan




Relocation Benefits




Company Car per Policy




Vacation per Policy




Laptop Computer




Cellular Telephone




Internet E-Mail and Web Surfing Account




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EXHIBIT 3

2005 WERNER PERCS (TO BE PROVIDED)




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