Exhibit 10.52

 

CHANGE IN CONTROL AGREEMENT

 

This Change in Control Agreement (the “Agreement”) is effective as of August 4, 2011 (the “Effective Date”), by and between GSE Lining Technology, LLC, a Delaware Limited Liability Company (“GSE” or the “Company”) with its principal offices at 19103 Gundle Road, Houston, Texas 77073, and William F. Lacey, an individual with a residential address set forth herein (the “Executive”), (together the “Parties”).

 

RECITALS

 

This Agreement is made with reference to the following facts:

 

A.                                   The Executive has accepted employment with the Company as Executive Vice President and CFO; and

 

B.                                     The Board of Directors of the Company believes it imperative that the Company and the Board of Directors be able to rely upon Executive to continue in Executive’s position, and be able to receive and rely upon Executive’s advice as to the best interests of the Company and its shareholders, without concern that Executive might be distracted or affected by a Change in Control event as described hereinafter in this Agreement; and

 

C.                                     The Board of Directors of the Company believes that it is imperative to provide the Executive with certain benefits under the circumstances described herein that provide the Executive with financial incentive and encouragement necessary to remain with the Company during a Change in Control event.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

 

1.                                       Terms of Agreement:  The Company and the Executive agree that this Agreement will be in effect from the Effective Date until the termination of the Executive’s employment with the Company.

 

2.                                       At-Will Employment:  While this Agreement is in effect, the Executive’s employment with the Company shall continue to be ‘at-will’, and as such, may be terminated by the Executive or the Company at any time, for any reason and with or without advance notice.

 

3.                                       Definition of Terms:  The following terms referred to in this Agreement shall have the following meanings:

 

(a)                                  Change in Control: A Change in Control means the first to occur of any of the following events: (i) consummation of any sale, exchange, or other disposition of all or substantially all of the assets of the Company (together with the assets of the Company’s parent and direct and indirect affiliates), to any person or group of related persons; (ii) any person or group that becomes the ‘beneficial owners’ (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of shares representing more than 50% of the aggregate voting power of the issued and

 

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outstanding stock entitled to vote in the election of directors of GEO Holdings Corp. a Delaware Corporation or Gundle/SLT Environmental, Inc. a Delaware Corporation;

 

4.                                       Benefits Upon a Qualifying Termination:

 

(a)                                  If the Company experiences a Change in Control and the Company terminates the Executive’s employment within six (6) months following a change in control, then the Executive shall be entitled to receive the following benefits which shall be in addition to any salary earned and vacation accrued up to and including the date of termination, as determined by the Company: (i) a payment in the amount of 12 times the Executive’s monthly base salary, payable in the monthly payroll over the 12 months following the date the Executive executes and returns a full waiver and release of all claims in a form provided by the Company along with payment of the target bonus for the calendar year payable as a lump sum payment within seven (7) days of the date the Executive executes and returns a full waiver and release of all claims in a form provided by the Company; however all accounts payable shall be subject to applicable federal, state and local taxes; and notwithstanding anything else to the contrary, payment shall begin on the first scheduled payroll date after the date which is 29 days following the effective date of the termination.

 

(b)                                 If the Executive resigns before or after a Change in Control Event, then the Executive shall not be entitled to receive any benefits under this Agreement.

 

(c)                                  All payments of severance benefits under this Agreement shall comply with Section 409A of the Internal Revenue Code. The intent of the parties is that payments under this Agreement comply with IRS Code Section 409A and the regulations and guidance promulgated therewith, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance herewith.

 

5.                                       Jurisdiction Venue: The laws of the State of Texas shall govern the interpretation, validity and effect of this Agreement without regard to the place of execution or the place for performance thereof, and the Company and the Employee agree that the state and federal courts situated in Harris County, Texas shall have personal jurisdiction over the Company and the Employee to hear all disputes arising under this Agreement. This Agreement is to be partially performed in Harris County, Texas, and as such, the Company and the Employee agree that venue shall be proper with the state or federal courts in Harris County, Texas, to hear such disputes.

 

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the Effective Date.

 

	
GSE   Lining Technology, LLC.
    	
 
    	
EMPLOYEE
    
	
 
    	
 
    	
 
    
	
/s/   Mark Arnold
    	
 
    	
/s/   William F. Lacey
    
	
 
    	
 
    	
 
    
	
By:   Mark Arnold
    	
 
    	
By:   William F. Lacey
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Title:
    	
President   and CEO
    	
 
    	
Address:
    	
611   Bordeaux Drive
    
	
 
    	
 
    	
 
    	
Southlake,   Texas 76092