Exhibit 10.1


 


July 30,
2007


 


Mr. Charles
C. Stewart


432
Burtwood Acres


Jasper,
AL  35503


 


Dear
Chuck:


 


The
purpose of this letter is to confirm the terms of our offer to employ you as
President of United Land Corporation in addition to your current position as
President and Chief Operating Officer of Sloss Industries Corporation. This
offer will remain valid until and through August 10, 2007 and is
contingent upon the approval of the acquisition of Tuscaloosa Resources, Inc.
by the Walter Industries’ Board of Directors.


 


1.             As President of United Land Corporation
you shall report to and serve at the direction of the Chief Executive Officer
of Jim Walter Resources, or to such other person as may be designated from time
to time.  You will be responsible for planning
and directing the policies, short and long-term objectives, initiatives and
activities at United Land, Kodiak and Tuscaloosa Resources, Inc. in
addition to your responsibilities at Sloss Industries Corporation and Jefferson
Warrior Railroad.  Such responsibilities
may be changed from time to time.


 


2.             Your compensation package will be as
follows:


 


(a)                                  Base Salary


 


$20,833
per month ($250,000 annually), which will be paid in accordance with the
payroll practices of the Company, as they may change from time to time (“the
Company” shall mean both United Land Corporation and Sloss Industries
Corporation).


 


(b)           Bonus


 


Your
annual target bonus will be 60.0% of your base salary or $150,000 at your
current base pay. The amount of your bonus will fluctuate based upon actual
performance under the Company’s bonus plan as in effect from time to time.
Participation in the bonus


 

















 


pool
is dependent upon the achievement of the Company’s annual financial and other
goals, as well as the accomplishment of individual objectives mutually agreed
upon in writing each year. To receive a bonus, you must be employed at the time
the bonus is paid.


 


Please
note that participation in the Employee Stock Purchase Plan is a condition to
participation in the bonus pool.


 


(c)           Benefits


 


·                  Reimbursement
for all reasonable and customary business-related travel and entertainment
expenses, in accordance with the terms of the Company’s policy, as it may
change from time to time.


 


·                  Participation
in the Company’s life and health insurance benefit programs in accordance with
their terms, as they may change from time to time.  A benefits booklet will be available for your
review upon request.


 


·                  Participation
in the Company’s retirement plan according to its terms as it may change from
time to time.  Information on the
retirement plan will be available for your review upon request. Your
eligibility to participate will be consistent with the requirements of ERISA.


 


·                  Participation
in the Company’s long-term incentive plan as it applies to other executives and
subject to terms of the Walter Industries’ Long-Term Incentive Plan.


 


·                  Eligibility for
25 days of vacation to be used each year in accordance with the Company’s
policy, as it may change from time to time.


 


·                  Auto allowance
of $1,500 per month.


 


3.             It is agreed and understood
that: your employment with the Company is to be at will, and either you or the
Company may terminate the employment relationship at any time for any reason,
with or without cause, and with or without notice to the other; nothing herein
or elsewhere constitutes or shall be construed as a commitment to employ you or
pay you severance, other than stated above, for any period of time; you have
read and understood this paragraph in making the decision to leave the employ
of your present employer and, if applicable, to forego other job
opportunities.  It is also understood
that you voluntarily sought employment with the Company without being offered
inducements to do so.


 


4.             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 such 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 or facilities, or the Company’s or its customers’
confidential information which do not relate to the Company’s business,
anticipated research and development, or the work you have performed for the
Company.


 


5.             In the event of your
involuntary termination, other than for “cause,” you will be eligible for the
following severance benefits:


 


·                  Twelve months
of salary continuation and target bonus based on your base rate of pay at the
time of termination.


 


·                  Twelve months
of benefits continuation to the extent the plans allow. In any event, health
and life insurance will continue for the period of your contractual severance,
and the COBRA election will not commence until the expiration of that period.


 


“Cause”
shall mean your: (1) conviction or guilty plea of a felony involving fraud
or dishonesty, (2) theft or embezzlement of property from the company, (3) 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 (4) fraudulent preparation of financial information of the company.


 


6.             Non-Compete.  The nature and methods employed in the
Employer’s business are such that the Employee will have substantial
relationships with specific businesses and personnel, prospective and existing,
vendors, contractors, customers, and employees of the Employer that result in
the creation of customer goodwill. Therefore, following the termination of
employment under this Agreement for any reason and continuing for a period of
twelve months from the date of such termination, so long as the Employer or any
affiliate, successor or assigns thereof carries on the name or like business
within the Restricted Area (defined as the states in which the Company and its
business units operate as of the Employee’s date of separation), Employee shall
not, directly or indirectly, for himself or herself or on behalf of, or in
conjunction with, any other person, persons, company, partnership, corporation,
business entity or otherwise:


 


a.
Call upon, solicit, write, direct, divert, influence, or accept business
(either directly or indirectly) with respect to any account or customer or
prospective customer of Employer or


 

















 


any
corporation controlling, controlled by, under common control with, or otherwise
related to Employer, including but not limited to the Company and its
subsidiaries or any other affiliated companies; or


 


b.
Hire away any independent contractors or personnel of Employer and/or entice
any such persons to leave the employ of Employer or its affiliated entities
without the prior written consent of Employer.


 


7.  Non-Disparagement. Following the
termination of employment under his Agreement for any reason and continuing for
so long as the Employer or any affiliate, successor or assigns thereof carries
on the name or like business within the Restricted Area, Employee shall not,
directly or indirectly, for himself or herself or on behalf of, or in
conjunction with, any other person, persons, company, partnership, corporation,
business entity or otherwise:


 


a.
Make any statements or announcements or permit anyone to make any public
statements or announcements concerning Employee’s termination with Employer, or


 


b.
Make any statements that are inflammatory, detrimental, slanderous, or negative
in any way to the interests of the Employer or its affiliated entities.


 


8.             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 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.


 


9.             You acknowledge that the Company expects you to
respect and safeguard the trade secrets and confidential information of your
former employers.  You agree not to
disclose to the Company, use in their respective businesses, or cause them to
use any information or material that is confidential to any former employer,
unless such information is no longer confidential, or the Company or you have
obtained the written consent of such former employer to do so.  Similarly, you acknowledge and agree that so
long as you are an employee of the Company or in the event you leave the employ
of the Company, you will respect and safeguard Company’s trade secrets and
confidential information.


 


10.           You acknowledge and agree
that you have read this letter agreement carefully, have been advised by the
Company to consult with an attorney regarding its contents, and that you fully
understand the same.


 


11.           It is agreed and understood
that this acceptance letter 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. The parties to this Agreement
agree that the existence and terms of this Agreement will remain confidential.
This letter agreement will be interpreted under and in accordance with the laws
of the State of Florida without regard to conflicts of laws.


 


We
are delighted that you have agreed to accept the position of President of
United Land Corporation in addition to your current role as President and Chief
Operating Officer of Sloss Industries Corporation.  If the terms contained within this letter are
acceptable, please sign one of the enclosed copies and return it to me in the
envelope provided.


 


Sincerely,


 


	
  /s/
  George R. Richmond

  	
   

  
	
  George
  R. Richmond

  	
   

  
	
  Chief
  Executive Officer

  	
   

  
	
  Jim
  Walter Resources, Inc.

  	
   

  



 


ACCEPTANCE


 


I
have read the foregoing, have been advised to consult with counsel of my choice
concerning the same, and I fully understand the same.  I approve and accept the terms set forth
above as governing my employment relationship with the Company.


 


	
  Signature

  	
  /s/ Charles C. Stewart

  	
   

  	
  Date

  	
  effective
  8/1/07