Exhibit
10.15


 


 


CONFIDENTIAL


 


 


July 24, 2002


 


 


Mr. Victor Patrick

114 Beechwood Road

Summit, NJ 07901


 


Dear Vic:


 


Confirming our
recent discussions, we would very much like to have you join Walter Industries,
Inc. under the following terms:


 


1.                                       You
will serve as Senior Vice President — General Counsel and Secretary, reporting
to the Chief Executive Officer of Walter Industries, Inc.


 


You will be responsible for the management of the
Company’s legal functions, including providing oversight to the Company’s subsidiaries
on general corporate law and corporate governance.  Responsibilities will include, among other things, responsibility
for all legal affairs of the organization, including
final legal review of all SEC filings and serving as Secretary of the organization
in accordance with its charter, by-laws and any legal requirements.


 


2.                                       Your
employment will commence as early as August 1, 2002, but not later than August
30, 2002.


 


3.                                       Your
compensation package will be as follows:


 


(a)                                  Your
base salary will be $275,000 per year.


(b)                                 Your
annual incentive compensation target level will be 60`% of base pay.  The amount of your incentive will fluctuate
based upon actual performance under the Company’s Executive Incentive Plan as
in effect from time to time.  For 2002,
your incentive compensation award will be guaranteed at fifty percent of your
normal target level.  This incentive
award would be paid out at the time other employees receive their 2002
incentive pay during first quarter 2003.


(c)                                  You
will receive a car allowance of $1,500 per month, subject to usual withholding
taxes.


(d)                                 You
will receive an initial award of 50,000 shares under the Company’s stock option
plan in the form of a non-qualified stock option vesting one-third per year
over three years, subject to terms of the Company’s stock option plan.  This option will be awarded and priced on or
about your first day of employment.


 

















 


(e)                                  In
addition, you will receive 24,900 shares under the Company’s stock option plan
in the form of a non-qualified stock option vesting one-third per year over
three years, subject to terms of the Company’s stock option plan.  This option will be awarded and priced at
the time WII normally distributes its options to employees during the first
quarter of 2003.


 


(f)                                    You
will receive the following additional benefits:


 


•                  Reimbursement
for all reasonable and customary business-related travel and entertainment
expenses in accordance with the terms of the policy generally applicable to the
executives in the location in which you are primarily based, as it may change
from time to time.


•                  Participation
in the group life and health insurance benefit programs, generally applicable
to executives employed in the location in which you are primarily based, in
accordance with their terms, as they may change from time to time.  You will be eligible for immediate
participation in the life and health benefits on the date you join the company,
with no waiting period.


•                  Participation
in the Profit Sharing Plan, generally applicable to salaried employees in the
location in which you are primarily based, as it may change from time to time
and in accordance with its terms.


•                  Participation
in the Employee Stock Purchase Plan, generally applicable to salaried employees
in the location in which you are primarily based, as it may change from time to
time and in accordance with its terms.


•                  Eligibility
for four weeks of annual vacation to be used each year in accordance with
policy generally applicable to executives employed in the location in which you
are primarily based, as it may change from time to time.


•                  You
will be provided with temporary living expenses and reimbursement for
relocation to the Tampa area in accordance with the policy attached.  You will also receive $20,000 to cover
miscellaneous expenses associated with your relocation.


•                  Attached
are materials describing benefits generally available to Company
employees.  This description is subject
to the specific terms and conditions of the actual benefit plan.


 


4.                                       In
the event of your involuntary termination, other than for “cause”, or your
resignation following a significant diminution in pay or responsibilities as
outlined in paragraph 1.0, you will be eligible for the following severance
benefits:


 


2

















 


•                  Eighteen
months of salary continuance, including base and target bonus, at the
applicable rate in effect at the time of termination.


 


•                  Eighteen
months of continuing fringe benefits to the extent plans permit continued
participation. In any event, health and life insurance will continue for the
period of your contractual severance and the COBRA election period will not
commence until the expiration of that period.


 


5.                                       You
agree that all inventions, improvements, trade secrets, reports, manuals,
computer programs, systems, tapes and other ideas and materials developed or
invented by you during the period of your employment with the Company, either
solely or in collaboration with others, which relate to the actual or
anticipated business or research of the Company, which result from or are
suggested by any work you may do for the Company, or which result from use of
the Company’s premises or the Company’s or its customers’ property
(collectively, the “Developments”) shall be the sole and exclusive property of
the Company.  You hereby assign to the
Company your entire right and interest in any Developments and will hereafter
execute any documents in connection therewith that the company may reasonably
request.  This section does not apply to
any inventions that you made prior to your employment by the Company, or to any
inventions that you develop entirely on your own time without using any of the
Company’s equipment, supplies, facilities or the Company’s or its customers’
confidential information and which do not relate to the Company’s business,
anticipated research and developments or the work you have performed for the
Company.


 


6.                                       As
an inducement to the Company to make this offer to you, you represent and
warrant that you are not a party to any agreement or obligation for personal
services and that there exists no impediment or restraint, contractual or
otherwise on your power, right or ability to accept this offer and to perform
the duties and obligations specified herein.


 


7.                                       You
acknowledge and agree that you will respect and safeguard the Company’s
property, trade secrets and confidential information.  You acknowledge that the Company’s electronic communication
systems (such as email and voicemail) are maintained to assist in the conduct
of the Company’s business and that such systems and data exchanged or stored
thereon are Company property.  In the
event that you leave the employ of the Company, you will not disclose any trade
secrets or confidential information you acquired while an employee of the
Company to any other person or entity, including without limitation, a
subsequent employer, or use such information in any manner.


 


3

















 


8.                                       Definitions:


 


(a)                                      “Cause”
shall mean your (i) conviction or guilty plea of a felony involving fraud or
dishonesty, (ii) theft or embezzlement of property from the company, (iii)
willful and continued refusal to perform the duties of your position (other
than any such failure resulting from your incapacity due to


physical or mental
illness) or (iv) fraudulent preparation of financial information of the
Company.


(b)                                 For purposes of this agreement, a significant
diminution in pay shall not have occurred if the amount of your bonus
fluctuates due to performance considerations under the Company’s bonus plans in
effect from time to time, and a significant diminution in responsibilities
shall not have occurred if you continue to be responsible for all the legal
affairs of the  Company reporting to the
Chief Executive Officer.


 


9.                                       As
discussed, the Company desires to have you, as a senior executive of the
Company, make a meaningful investment in the Company.  In this regard, you have committed to invest currently at least
$100,000 in the Company’s common stock. 
This investment should be made prior to your employment date in order to
avoid any concerns regarding insider information concerning the Company and its
businesses..


 


10.                                 It
is agreed and understood that this offer letter, if and when accepted, shall
constitute our entire agreement with respect to the subject matter hereof and
shall supersede all prior agreements, discussions, understandings and proposals
(written or oral) relating to your employment with the Company.


 


Vic, we are delighted that you will be joining Walter Industries
and look forward to working with you. 
If the terms of the proposal are acceptable, please sign one of the
enclosed copies and return it to me in the envelope provided.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Don DeFosset

  
	
   

  	
  President and Chief Executive Officer

  



DD:prc

attachment


 


Agreed and Accepted


 


	
   

  	
   

  
	
  Victor Patrick

  
	
   

  	
   

  
	
  Date

  



 


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