exv10w2







Exhibit 10.2









RELOCATION POLICY




Effective April 6, 2009




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CARBO

RELOCATION POLICY SUMMARY




	 	 	 
	MISCELLANEOUS RELOCATION
 ALLOWANCE

(taxable and not grossed up)

	 	One month’s salary ($10,000 maximum)
	 
	 	 
	HOME SALE OF PRIMARY RESIDENCE

(if sold through ARSI, non-taxable)

	 	The Home Sale Program is a Guaranteed Buyout though CARBO’s
Relocation Service Partner, All Relocation Services (ARSI). The
Realtor sales commission (not to exceed customary rate) and all
normal seller’s closing costs, not to include recurring costs are
paid by CARBO.


If home is appraised at a value below the employee’s original
purchase price, the difference will be taxable to the employee.
	 
	 	 
	HOME SELLING INCENTIVE

(taxable, not grossed up)

	 	If employee sells the home within 90 days, a 2% incentive will be paid
	 
	 	 
	LEASE CANCELLATION

(taxable and grossed up)

	 	Lease breakage of up to 2 months for unavoidable lease cancellation
penalties.
	 
	 	 
	HOME FINDING TRIP

EMPLOYEE AND SPOUSE

(taxable and grossed up)

	 	One trip, not to exceed 3 days. Travel, car rental, lodging, and meal
expenses will be covered.
	 
	 	 
	TEMPORARY LIVING 

(taxable and grossed up)

	 	Up to 90 days. Reimbursement for reasonable meals for the employee
and family. Lodging $3,000 maximum per month for employee and
family. Up to 30 days rental car reimbursement.
	 
	 	 
	RETURN TRIP 

(taxable and grossed up)

	 	In the event the employee relocates before member(s) of his/her
household, transportation for return trips home will be allowed every
15 days while in temporary living. Not to exceed 6 trips.
	 
	 	 
	HOME PURCHASE

(taxable and grossed up, except

origination fee and discount point)

	 	For employees who are homeowners at the time the relocation is
initiated, reimbursement of loan origination fee (1 pt.), and all
normal and customary buyer closing costs, not to include recurring
costs. General home inspection, not to exceed $500.
	 
	 	 
	RENTAL ASSISTANCE

(taxable and grossed up)

	 	One rental tour, which includes visiting rental sites, community
highlights, schools, and providing community/civic information.
	 
	 	 
	SHIPMENT OF HOUSEHOLD GOODS

(non-taxable)

	 	Full packing, full unpacking, and transporting of furniture and
personal property. If move is more than 500 miles, up to 2 vehicles
may be shipped. Reasonable and customary crating. Third Party
Services for appliance disconnect and hook-up. Shipment of household
goods to be insured by Third Party Insurance.
	 
	 	 
	STORAGE OF HOUSEHOLD GOODS

(1ST 30 days are
non-taxable; 31st
day-60th day 
taxable
and grossed-up)

	 	Storage of household goods for 60 days.
	 
	 	 
	FINAL MOVE

(1st $.24/mile, tolls,
parking, last night of lodging
 at
old location while goods in
transit, and 
lodging while in
transit
are non-taxable and not grossed up)

	 	Reasonable expenses for meals incurred by employee and family while
en route to new location. The most direct route must be taken.
Mileage will be reimbursed at the IRS rate, currently $.55/mile.






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IMPORTANT NOTICE



CARBO has contracted with a professional relocation service company, All Relocation Services
(ARSI), to administer its relocation policy. Once you are authorized to receive relocation
benefits, CARBO will initiate your relocation through ARSI. ___with ARSI will be
your primary contact throughout your relocation, and will contact you to review your relocation
benefits as outlined in the CARBO policy.

Do not make any relocation-related commitments (including any real estate commitments for your home
sale or home purchase) before speaking with your ARSI Relocation Consultant.

Failure to comply with the relocation program outlined in this policy may result in reduced
benefits and possible exclusion from the program.

The contact information for your relocation consultant is:




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INTRODUCTION AND PURPOSE



Congratulations on your new assignment! CARBO wants to assist you in making a smooth transition to
your new location by providing professional assistance with your move. Benefits of the program are
based on eligibility and may include:




	 	 	 	 	 
	 

	 	EXPENSE ADMINISTRATION	 	 
	 
	 	 	 	 
	 

	 	     •       Expense Administration
	 	Page 7
	 
	 	 	 	 
	 

	 	     •       Miscellaneous Relocation Expense Allowance
	 	Page 7
	 
	 	 	 	 
	 

	 	ORIGIN SERVICES	 	 
	 
	 	 	 	 
	 

	 	     •       Marketing Assistance Program
	 	Page 8
	 
	 	 	 	 
	 

	 	     •       Independent Sale
	 	Page 10
	 
	 	 	 	 
	 

	 	     •       Home Sale Incentive
	 	Page 10
	 
	 	 	 	 
	 

	 	     •       Lease Cancellation
	 	Page 10
	 
	 	 	 	 
	 

	 	DESTINATION SERVICES	 	 
	 
	 	 	 	 
	 

	 	     •       House Finding Trip
	 	Page 10
	 
	 	 	 	 
	 

	 	     •       Temporary Living
	 	Page 11
	 
	 	 	 	 
	 

	 	     •       Return Trips
	 	Page 11
	 
	 	 	 	 
	 

	 	     •       Home Purchase
	 	Page 11
	 
	 	 	 	 
	 

	 	     •       Rental Assistance
	 	Page 12
	 
	 	 	 	 
	 

	 	FINAL MOVE BENEFITS	 	 
	 
	 	 	 	 
	 

	 	     •       Transportation of Household Goods
	 	Page 12
	 
	 	 	 	 
	 

	 	     •       Storage
	 	Page 13
	 
	 	 	 	 
	 

	 	     •       Final Move Expenses
	 	Page 13
	 
	 	 	 	 
	 

	 	TAX GROSS-UP
	 	Page 13
	 
	 	 	 	 
	 

	 	 AGREEMENT FOR REPAYMENT OF RELOCATION EXPENSES
	 	Page 15






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ELIGIBILITY



Benefits provided under this policy are for all employees transferring as a result of the
headquarter move to Houston. In general, the provisions of the relocation program apply to
full-time current employees who, at the request of management, are relocated domestically.
Full-time, experienced new hires will be handled on a case-by-case basis. Employee requested
relocations are not eligible for this program.



IRS regulations require you to work (or expect you to work) in the new location for at least 39
weeks to be eligible to deduct qualified relocation expenses. Exception: if CARBO moves you again
or you are laid off, you still qualify for the deduction. In addition, the IRS requires the
distance from your old home to your new work place must be a minimum of 50 miles further than the
distance from your old home to your old work place.




PAYBACK OF RELOCATION EXPENSES



If an employee leaves the employ of CARBO by voluntary resignation, except for medical reasons, or
is terminated for gross misconduct, within one year of relocating, he/she will be required to repay
the relocation costs incurred by the company pro rata to the proportion of the one-year period
remaining at the time of leaving. See Repayment Agreement.




PROGRAM ADMINISTRATION



The policy for relocation and moving expense reimbursement will be determined and administered by
the Human Resources Department. The Company’s decisions regarding the application and
interpretation of the relocation policy are final.
The Human Resources Department will notify ARSI of all authorized relocations. The “Request for
Relocation” form must be signed and approved by the Vice President of Human Resources before a
written or verbal offer is made to an employee. Once the offer has been made to the employee, the
hiring manager is responsible for notifying Human Resources of his/her acceptance. The
notification will begin the relocation process.



IT IS THE HIRING MANAGER’S RESPONSIBILITY TO INFORM THE EMPLOYEE NOT TO LIST THEIR HOME FOR SALE
PRIOR TO NOTIFICATION OF HUMAN RESOURCES AND THEIR APPROVAL.



All relocation expenses incurred by the employee must be submitted on a relocation expense
reimbursement form provided by All Relocation Service Services.



CARBO has partnered with All Relocation Services (ARSI) as its Relocation Service Partner to
administer and implement all parts of its relocation program from initiation to completion. Once
ARSI receives proper, written authorization from Human Resources,




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ARSI will begin the initiation
process for your relocation. A Relocation Consultant will then contact you within one (1) business
day to review the approved benefits of your policy. The Relocation Consultant will be your
advocate, manage the relocation from start to finish, and monitor the process to ensure consistent
and professional service delivery.




LENDER INFORMATION



The Relocation Consultant will send a relocation package with guidelines and basic information
about the relocation process. A list of contact names and numbers, including the names and phone
numbers for approved national lenders will be included.



The package will also contain information to help you with your move such as tips for selling a
home, tips for buying a home or tips for renting a home.




EXPENSE ADMINISTRATION



Under existing Federal and State Income Tax Regulations, certain relocation expense reimbursements
are designated as taxable income. All relocation expenses should be submitted to the Relocation
Consultant before being approved by the employee’s manager. ARSI will audit all
expenditures to ensure compliance with approved policy and inclusion of proper original
receipts. ARSI will process expense reimbursements within three (3) business days of receipt.



MISCELLANEOUS RELOCATION EXPENSE ALLOWANCE



A relocation allowance equal to one month’s salary ($10,000 maximum) will be provided to help with
expenses not otherwise reimbursable under the policy. For example:





	 	•	 	Storage over 60 days
	 
	 	•	 	Carpet installation or cleaning
	 
	 	•	 	Cleaning residence
	 
	 	•	 	New window coverings
	 
	 	•	 	Drapery alterations or cleaning
	 
	 	•	 	Chimney cleaning
	 
	 	•	 	Burglar alarms
	 
	 	•	 	Lawn care
	 
	 	•	 	TV antenna installation
	 
	 	•	 	TV adjusting
	 
	 	•	 	Tuition fees lost
	 
	 	•	 	Appliance installation
	 
	 	•	 	Membership dues lost
	 
	 	•	 	Advance entertainment purchase
	 
	 	•	 	Income tax preparation assistance
	 
	 	•	 	Movement of unauthorized vehicles
	 
	 	•	 	Perishable food or firewood left behind
	 
	 	•	 	Movement of domestic pets and farm type animals
	 
	 	•	 	Unusual hobbies
	 
	 	•	 	Snow removal
	 
	 	•	 	Piano tuning




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The miscellaneous relocation allowance may be requested once your relocation has been authorized.
It applies to both homeowners and renters. Only one allowance per household will be issued.

The miscellaneous allowance is considered a supplemental payment and is subject to tax withholding.
The allowance is not qualified for the “tax gross up” calculation.




HOME SALE




Marketing Assistance Program



In order to expedite the transfer, maximize relocation benefits, and reduce overall costs to
the employee and CARBO, ARSI’s home sale assistance program should be utilized. The employee
should not list his/her home for sale until he/she has spoken to his/her Relocation Consultant
about Realtor options. Approved Realtors will be required to work with ARSI and agree to an
exclusion clause which will be explained by the Relocation Consultant.



Through an in-depth interview process, the Relocation Consultant will assist in the selection of
two qualified, experienced real estate professionals, who will be asked to complete a thorough
Broker Market Analysis (BMA) of the employee’s home. If the employee has a real estate agent that
he/she would like to utilize, who is experienced, knowledgeable of the local market, and familiar
with relocation procedures; he/she may be included in the BMA selection process with the approval
of your ARSI relocation consultant.



The two selected agents will meet with the employee to inspect his/her home, talk with him/her
about their qualifications and what they would do to market the home effectively. They will then
prepare a Broker Marketing Analysis (BMA) report reflecting their opinions of a suggested list
price and the probable sale price of the employee’s property within a 90 day marketing period. The
agent will then send a copy of the price analysis to the Relocation Consultant for review.



The Relocation Consultant will review the BMA reports and discuss them with the employee, including
suggested list prices. The employee will then select one of the agents to list his/her home and
ARSI will send the listing agent instructions, with the required “Exclusion Clause” to the selected
Realtor. The Relocation Consultant will monitor the performance of the agent throughout the
marketing period, keep the employee advised of changes in the market, and help the employee assess
his/her options if a change in strategy seems indicated.



Some properties are ineligible for CARBO’s relocation program including those with structural
defects of the roof, or foundation; well, or septic systems that fail certification; zoning or
easement disputes; building code violations, toxic or hazardous materials or substances (e.g.,
radon, asbestos, lead paint, composite board siding or UFFI); synthetic stucco siding (EIFS) or
co-op apartments.




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All offers received on the home during the Marketing Assistance period must be presented to and
negotiated by ARSI. ARSI will present the terms and conditions to the employee for his/her
approval but all transactions (i.e., negotiations, counter
offers and acceptances) must be managed by ARSI for the employee to receive favorable tax
treatment. The employee should call his/her Relocation Consultant immediately upon receiving an
offer. If an offer is agreed to and accepted, the Relocation Consultant will sign the contract on
behalf of All Relocation Services. The CARBO employee will receive a Contract of Sale from ARSI
that mirrors the terms and conditions to which they agreed with the Buyer. Your ARSI Consultant is
trained in real estate and negotiations and will be your advocate throughout the negotiations and
your relocation process.



If no offer is received during the marketing assistance period, the employee shall receive a
guaranteed buyout at the employee’s original purchase price. The employee must submit their HUD-1
form to the Relocation Consultant as evidence of their original purchase price. 60 days into the
Marketing Assistance period, CARBO will order 2 independent appraisals. If the average of these
appraisals is less than the employee’s purchase price, the difference will be taxable (and not
grossed up) to the employee.



Employees are responsible for all costs and risks associated with the home up to and including the
date of closing with ARSI. These include proration for taxes, interest on the mortgage, utilities,
homeowner’s insurance, agreed upon repairs required from any inspections, and other costs
associated with ownership of the home. After the date of closing, ARSI will be responsible for
these costs.



At closing, the employee will receive the final net proceeds (the equity) in the property. Net
proceeds are defined as the sales price of the home minus liens, mortgages, appropriate prorations
and agreed to repair amounts.



CARBO covers the normal and customary closing costs associated with the sale of the employee’s
primary residence. It does not cover repairs or concessions Seller agrees to pay on behalf of the
buyer. The typical reimbursable cost as follows:





	 	•	 	Sales commission (not to exceed customary, legal rate)
	 
	 	•	 	Legal fees
	 
	 	•	 	Title and abstract expenses
	 
	 	•	 	State or local transfer taxes, revenue stamps
	 
	 	•	 	Recording and notary fees
	 
	 	•	 	Escrow or closing fees
	 
	 	•	 	Home Warranty (Maximum $400)
	 
	 	•	 	Pest Inspection if State Required
	 
	 	•	 	Tax Certificates




CARBO will not reimburse prepayment penalties required of some mortgages when selling a home.





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Please note: It is the responsibility of the employee to work with ARSI to sell his or her
residence prior to receiving a Guaranteed Buyout Offer from ARSI.




INDEPENDENT SALE



Should a home be ineligible for the relocation program or should the employee elect not to
participate through ARSI, CARBO will reimburse typical costs associated with the home sale
transaction but the EMPLOYEE WILL NOT BE ELIGIBLE FOR TAX ASSISTANCE.



Reimbursable expenses include real estate commissions not to exceed 6% and legal fees (i.e., up to
$500 for documentation preparation and review) and disbursements (i.e., title search, evaluation
and certification of status). HUD statements must support requests for reimbursement.




HOME SELLLING INCENTIVE



CARBO provides a home selling incentive for those individuals who are able to sell their home
within ninety (90) days. Employees will receive 2% of the selling price of the home. The
incentive will be paid after the property is successfully closed. All offers and contracts must be
approved and negotiated in conjunction with ARSI, who will sign as Seller, once terms and
conditions meet the employee’s and CARBO’s approval. The employee must not sign, negotiate or take
any action regarding his/her home sale on his/her own, without first contacting the ARSI Relocation
Consultant.




This payment is not grossed up. 




LEASE CANCELLATION



A maximum of 2 months rent will be reimbursed for unavoidable lease cancellation penalties. In
requesting reimbursement of lease cancellation expenses, a copy of the lease and any other
documents substantiating the expenses should be attached to a relocation expense report, and then
submitted to All Relocation Services. When renting in the new location, it is advisable to have a
“transfer clause” included in your lease.




HOUSE FINDING TRIP



ARSI will contact the employee directly and oversee the home search through an assigned real estate
professional. This service is designed to help the employee identify lifestyle and household
needs, and then to find and finance a home that is appropriate for the employee and his/her family.
This process will provide objective and reliable information and save the employee time and effort
as he/she undertakes the search for his/her new home.




9









 







CARBO will pay reasonable transportation (coach fare if flying), rental car, lodging, and meal
expenses for the employee and spouse (no children) to secure permanent housing in the new location.
A maximum of one (1) trip is allowed with a limit of (3) days.




TEMPORARY LIVING



Whenever possible, relocation should be scheduled so that the employee can complete the move (with
his/her family) and establish residence immediately upon arrival at the new location. If
circumstances prevent this from happening, ARSI will arrange for temporary living accommodations
for employee and his/her family. Temporary lodging for employee is up to a maximum of $3,000 per
month for a maximum of 90 days per relocation event. Reasonable meal expenses for the employee and
family will be reimbursed. The employee is required to complete a relocation expense reimbursement
form and attach original legible receipts in order to be reimbursed for the above listed expenses.
The Relocation Expense form and receipts should be sent to your ARSI Relocation Consultant.



Car rental will be reimbursed up to a maximum of 60 days. This service will be coordinated through
All Relocation Services. Mileage reimbursement will be calculated at the current IRS rate.




RETURN TRIP(S)



In the event the employee relocates before his/her household, transportation for return trips home
will be allowed every 15 days during the 90 days (maximum 6 trips). Transportation will be limited
to air travel (coach fare) or personal vehicle, if a reasonable distance. Whenever possible, trips
should be coordinated to include a weekend to reduce the time away from work. All travel will be
coordinated through ARSI.




HOME PURCHASE



In order to reduce overall costs to the employee and CARBO, ARSI’s home purchase program must
be utilized. The employee should not engage a Realtor until he/she has spoken to his/her
Relocation Consultant about Realtor options. 



If the employee is a home owner at the time the relocation is initiated, CARBO will reimburse
employee for normal closing costs on a new home which by local custom are typically paid by the
buyer. The costs include:





	 	•	 	Loan Origination Fee (1 point)
	 
	 	•	 	Mortgage Application Fee
	 
	 	•	 	Lender Processing Fee
	 
	 	•	 	Legal Fees
	 
	 	•	 	Title Search/Insurance
	 
	 	•	 	Credit Report




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	 	•	 	Attorney Fee
	 
	 	•	 	Home Inspection (HR approval is required should the amount exceed $500.00)
	 
	 	•	 	Survey
	 
	 	•	 	Recording and Notary Fees
	 
	 	•	 	Appraisal Fee
	 
	 	•	 	Homeowner Association Transfer Fees




In order to receive reimbursement, the employee must submit the settlement statement or HUD-1 along
with the relocation expense report to the Relocation Consultant.




RENTAL ASSISTANCE



CARBO will provide rental assistance to employee through ARSI. The service includes visiting
rental sites, community highlights, schools, and providing community/civic information.



Once a rental property is selected and upon execution of the new leasing agreement, the employee
should request that the following clause be inserted:
“In the event the Tenant is required to move to another area as a condition of employment, Tenant
may terminate the lease without penalty upon thirty (30) days written notice to Landlord/Owner.
Tenant shall supply Landlord/Owner with written notice from his/her employer that the transfer will
occur.”




TRANSPORTATION OF HOUSEHOLD GOODS



The household goods move will be coordinated through ARSI. CARBO will pay the cost of packing,
insuring, transporting, and unpacking furniture and personal property. It shall be the
responsibility of the employee to pay the cost of shipping pets, domestic or farm animals,
disc/dish antennas, dune buggies or go carts, canoes, boats, snowmobiles and their trailers, heavy
shop machinery, firewood, bricks, cement blocks, lumber and other building supplies. Wine,
ceramics, rocks, or other collections of excessive weight are not covered. If items of this nature
are moved, a prorated cost will be calculated and charged to the employee.



Extra stop charges are not authorized by CARBO. If arrangements are made for an extra stop, the
charges for this service will be charged to the employee.



If the move is over 500 miles, CARBO will cover the costs to ship or pay mileage for up to 2
vehicles. For moves under 500 miles, the cost of mileage only will be paid for up to 2 vehicles.




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STORAGE



Storage expense is only to be utilized where absolutely necessary. When storage is required, CARBO
will pay for up to 60 days.




HOUSEHOLD GOODS CLAIMS PROCESS



In the event of damage or loss, it is the employee’s responsibility to contact ARSI Household Goods
Coordinator to request a form and file a claim within 48 hours to report the damage and the claim
form must be completed and returned within 30 days. If there are difficulties resolving a claim,
the employee should contact the Relocation Consultant for assistance.




FINAL MOVE EXPENSES



Travel will be coordinated through ARSI. The employee will be reimbursed for reasonable expense
for meals incurred by the employee and his/her family while en route to the new location. The most
direct route must be taken; any deviations from this route (side trips, vacation, etc.) are not
reimbursable. The employee is required to complete a relocation expense report for the above
listed expense and return it to ARSI.



All relocation expenses and services must be completed and submitted for reimbursement (where
applicable) within 1 year of employee’s date of transfer.




TAX GROSS UP



CARBO may reimburse relocation expenses as outlined in the policy. Certain expenses may be
excludable from gross income or claimed as deductions on the employee’s Federal tax return. Some
of the expenses are not excludable or deductible for tax purposes. Those to be grossed-up by CARBO
are listed below:





	 	•	 	Temporary Living
	 
	 	•	 	House Finding Trip
	 
	 	•	 	Lease Cancellation
	 
	 	•	 	Return Trips
	 
	 	•	 	Home Purchase
	 
	 	•	 	Storage (after 30 days)




Expenses which are “qualified” as Deductible/Excludable Moving Expenses by the employee include:





	 	•	 	Transportation costs of moving household goods, personal effects and car
	 
	 	•	 	In-transit storage, not to exceed 30 days
	 
	 	•	 	Some transportation expenses for moving the employee and his/her family




12









 






	 	•	 	Expenses incurred for lodging for the employee and family while en route to the new
location
	 
	 	•	 	Some home purchase costs




Expense which are “non-qualified” as Deductible Moving Expenses by the employee include:





	 	•	 	New home finding expenses
	 
	 	•	 	Some home purchase costs
	 
	 	•	 	Temporary living
	 
	 	•	 	Lease cancellation
	 
	 	•	 	In-transit storage over 30 days
	 
	 	•	 	Reimbursed home sale costs
	 
	 	•	 	Miscellaneous allowance
	 
	 	•	 	Part of final trip mileage




At the end of the calendar year, a RTR (Relocation Tax Report) will be provided to each employee.
This will show the total amount of relocation expense payments that have been included in the
employee’s income. This will guide the employee in determining deductions when filing his/her
return. If multiple moves occur in the same calendar year, a separate RTR will be provided for
each move



This document in no way shall be construed to contain tax or legal advice for recipients of
relocation benefits. It is the employee’s responsibility to assure proper withholding allowances.
Neither CARBO nor ARSI makes any representation as to legal or tax matters inherent in this
document.




13









 













AGREEMENT FOR REPAYMENT OF




RELOCATION EXPENSES



The undersigned (“Employee”) will receive relocation benefits from CARBO to assist in moving
his/her residence in connection with his/her employment by CARBO. These benefits are provided by
CARBO subject to the provisions described in the relocation policy. Employee acknowledges he/she
has received a copy of this guide and agrees to abide by its provisions.



Employee further agrees to the following terms and conditions with respect to repayment of any
relocation benefits provided during his/her employment with CARBO:





	 	1.	 	Employee understands and agrees that any relocation benefits received from CARBO
shall be used solely to defray bona fide expenses reasonably incurred by Employee when
he/she moves or transfers to a new location for purposes of employment with CARBO. These
benefits shall not be used for any other purpose.
	 
	 	2.	 	All qualified relocation expenses submitted for reimbursement by CARBO must be
accompanied by a valid receipt, invoice, or other documentation indicating the nature
and amount of the expense incurred. CARBO will not pay for any otherwise qualified
relocation expense for which supporting documentation is not submitted timely.
	 
	 	3.	 	In the event Employee receives benefits in excess of the amount he/she is
eligible to receive, Employee shall promptly repay all such amounts to CARBO. In lieu of
direct payment of such amounts, Employee hereby expressly authorizes CARBO to withhold
any excess benefit payments he/she has improperly received from any payments which are
due or shall become due to Employee from CARBO, including wages and business expense
reimbursements. If the payment of such excess relocation benefits is caused by any
intentional misrepresentation or concealment on the part of Employee, he/she shall be
subject to disciplinary action, up to and including termination of employment by CARBO,
as well as potential legal action.
	 
	 	4.	 	Employee understands and agrees that the following terms apply to their
relocation benefits provided by CARBO:






	 	(a)	 	If Employee remains a regular full-time employee of CARBO for twelve (12)
months following the Effective Date, as defined in sub-section (c) below, Employee
shall thereafter have no further obligation to repay to CARBO any relocation
benefits received.




14









 






	 	(b)	 	If Employee voluntarily terminates his/her employment with CARBO at any
time, except for medical reasons, or is terminated for gross misconduct, within
twelve (12) months following the Effective Date, Employee agrees to repay CARBO the
pro-rata portion of the relocation benefits for the remainder of the 12-month
period. Thus, 1/12th of the total relocation benefits received by
Employee will be forgiven for each month of service calculated from the Effective
Date to the date of termination. If, for example, Employee voluntarily terminates
his/her employment six months after the Effective Date, Employee shall be responsible
for repayment to CARBO of 50% of the total relocation benefits received. Employee
understands and agrees that these obligations survive beyond his/her employment with
CARBO.
	 
	 	(c)	 	“Effective Date,” for purposes of this Section, shall be defined as
either: (i) Employee’s date of hire; or (ii) the effective date of Employee’s
transfer to a new location, whichever is applicable. The first definition shall
apply to employees newly hired by CARBO who become eligible for relocation benefits.
The second definition shall apply to existing CARBO Employees who are eligible to
receive relocation benefits in connection with a transfer of residence.






	 	5.	 	If Employee voluntarily terminates his/her employment owing a balance under
Section 4, above, Employee expressly authorizes CARBO to withhold from his/her final
wage payment and/or business expense reimbursement any amount up to 1/12th of
the total relocation benefits received by Employee. Employee shall promptly pay the
total remaining balance directly to CARBO. If, following his/her termination, Employee
fails to repay to CARBO all or any portion of the relocation benefits owed under this
Agreement, CARBO reserves the right to initiate legal action to collect such payments.
In that event, Employee agrees to pay CARBO its reasonable attorneys’ fees and costs
incurred in any collection action. Employee further agrees to pay CARBO reasonable
interest (at the prime rate plus 1 %) on any unpaid balances due.
	 
	 	6.	 	Nothing in this Agreement is intended to create any contract of continued
employment by CARBO or to modify the at-will nature of Employee’s employment.
	 
	 	 	 	I have read, understand and agree to comply with the terms of this Agreement.





	 	 	 	 	 	 	 
	 

Signature

	 	 
	 	 

Date
	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

Employee Name

	 	 	 	 	 	 






Relocation benefits will not be processed without a signed

Employee Reimbursement Agreement





15