Exhibit 10.2


 


CONFIDENTIAL


 


December 22, 2008


 


Mr. Charles C. Stewart


3300 1st Ave N


Birmingham, AL 35222-1204


 


Dear Chuck:


 


The terms of your employment
with United Land Corporation and Sloss Industries Corporation (together, the “Company”)
are currently governed by a letter employment agreement dated July 30,
2007 (the “Original Agreement”). New tax rules under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) require
that certain provisions of our Original Agreement be amended. Accordingly, you
and the Company hereby amend the terms of your employment as set forth below.
To the extent the terms of this letter agreement are inconsistent with the
terms of the Original Agreement, the terms of this letter agreement will
control.


 


1.     The second sentence of Section 2(b) of
the Original Agreement is deleted in its entirety and replaced with the
following:


 


“The amount of your bonus
will fluctuate based upon actual performance under the Walter Industries, Inc.
Executive Incentive Plan (or successor annual bonus plan as in effect from time
to time).”


 


2.     The sixth bullet point of Section 2(d) of
the Original Agreement is deleted in its entirety and replaced with the
following:


 


“d) You will receive an auto
allowance of $1,500 per month, subject to usual withholding and employment
taxes, payable in cash during the succeeding month in accordance with normal
payroll practices.”


 


3.     The first sentence of Section 5
of the Original Agreement and the two bullet points thereafter are deleted in
its entirety and replaced with the following:


 


“5.           Severance Benefits


 


a)  In the event of your Involuntary Termination
(as defined below), other than for “Cause” (as defined below), you will be
eligible for the following severance benefits:


 


(i)            Twelve (12) months of base
salary continuation at the rate in effect at the date of your separation from
service (the “Severance Date”); provided that base salary will be
paid in accordance with the payroll dates in effect on the Severance Date,


 


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and such payment dates will
not be affected by any subsequent change in payroll practices.


 


(ii)           Payment of an amount equal
to your target bonus for the year that includes the Severance Date under the
Executive Incentive Plan (or successor annual bonus plan), payable during the
year following the year that includes the Severance Date.


 


(iii)          Except as provided below,
continuation of all fringe benefits at the level in effect on the Severance
Date, in each case beginning immediately upon the Severance Date and continuing
until the earlier of (A) the date that is twelve (12) months after the
Severance Date, (B) the last date you are eligible to participate in the
benefit under applicable law, or (C) the date you are eligible to receive
comparable benefits from a subsequent employer, as determined solely by the
Company in good faith. Such benefits shall be provided to you at the same
coverage level and cost to you as in effect on the Severance Date.
Notwithstanding the foregoing, your participation in the Employee Stock
Purchase Plan and long-term disability insurance plan, and your ability to make
deferrals under the 401(k) plan, will cease effective on the Severance
Date.


 


To the extent required by
law, you shall qualify for COBRA health benefit continuation coverage beginning
upon expiration of the twelve (12) month benefit continuation period described
above.


 


For purposes of enforcing
this subsection (iii), you shall be deemed to have a duty to keep the Company
informed as to the terms and conditions of any subsequent employment and the
corresponding benefits earned from such employment, and shall provide, or cause
to provide, to the Company in writing correct, complete, and timely information
concerning the same.


 


b)             Notwithstanding anything to
the contrary in this agreement, if you are a Specified Employee (as defined
below) on the Severance Date, to the extent that you are entitled to receive
any benefit or payment under this agreement that constitutes deferred
compensation within the meaning of Section 409A of the Code before the
date that is six (6) months after the Severance Date, such benefits or
payments shall not be provided or paid to you on the date otherwise required to
be provided or paid. Instead, all such amounts shall be accumulated and paid in
a single lump sum to you on the first business day after the date that is six (6) months
after the Severance Date (or, if earlier, within fifteen (15) days following
your date of death). If you are required to pay for a benefit that is otherwise
required to be provided by the Company under this agreement by reason of this Section 5(b),
you shall be entitled to reimbursement for such payments on the first


 


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business day after the date
that is six (6) months after the Severance Date (or, if earlier, within
fifteen (15) days following your date of death). All benefits or payments
otherwise required to be provided or paid on or after the date that is six (6) months
after the Severance Date shall not be affected by this Section 5(b) and
shall be provided or paid in accordance with the payment schedule applicable to
such benefit or payment under this agreement. 
Prior to the imposition of the six month delay as set forth in this Section 5(b),
it is intended that (i) each installment under this agreement be regarded
as a separate “payment” for purposes of Section 409A of the Code, and (ii) all
benefits or payments provided under this agreement satisfy, to the greatest
extent possible, the exemptions from the application of Section 409A of
the Code provided under Treasury Regulations Sections 1.409A-1(b)(4) (short-term
deferral) or 1.409A-1(b)(9) (certain separation pay plans). This Section 5(b) is
intended to comply with the requirements of Section 409A(a)(2)(B)(i) of
the Code.


 


c) For purposes of this
agreement, the following terms have the meanings set forth below:


 


(i) “Involuntary
Termination” means your involuntary separation from service within the
meaning of Treasury Regulations Section 1.409A-1(n)(1).


 


(ii) “Separation
from service” means your “separation from service” from your employer
within the meaning of Section 409A(a)(2)(A)(i) of the Code and the
default rules of Treasury Regulations Section 1.409A-1(h). For this
purpose, your “employer” is the Company
and every entity or other person which collectively with the Company  constitutes a single service recipient (as
that term is defined in Treasury Regulations Sections 1.409A-1(g)) as the
result of the application of the rules of Treasury Regulations Sections
1.409A-1(h)(3); provided that an 80% standard (in lieu of the default
50% standard) shall be used for purposes of determining the service recipient /
employer for this purpose.


 


(iii)“Specified
Employee” means a “specified employee” of the service recipient that
includes the Company (as determined under Treasury Regulations Sections
1.409A-1(g)) within the meaning of Section 409A(a)(2)(B)(i) of the
Code and Treasury Regulations Section 1.409A-1(i), as determined in
accordance with the procedures adopted by such service recipient that are then
in effect, or, if no such procedures are then in effect, in accordance with the
default procedures set forth in Treasury Regulations Section 1.409A-1(i).


 


d)            You shall not be entitled to
severance benefits under this agreement in the event you experience a
separation from service within


 


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twenty-four
months  after a Change in Control
of Walter Industries, Inc. (as defined in your Executive Change in Control
Severance Agreement with Walter Industries, Inc.). Severance benefits
payable upon a separation from service during such period, if any, shall be
determined and paid under such Executive Change in Control Severance Agreement.”


 


4.     For avoidance of doubt, the
definition of “Cause” in Section 5 of the Original Agreement remains in
full force and effect.


 


5.     A new Section 12 is
inserted immediately after Section 11 of the Original Agreement, as
follows:


 


“12.         To the extent this agreement
provides for reimbursements of expenses incurred by you or in-kind benefits the
provision of which are not exempt from the requirements of Section 409A of
the Code, the following terms apply with respect to such reimbursements or
benefits: (1) the reimbursement of expenses or provision of in-kind
benefits will be made or provided only during the period of time in which you
are employed by the Company or during the other period of time specifically
provided herein; (2) the amount of expenses eligible for reimbursement, or
in-kind benefits provided, during a calendar year will not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
calendar year; (3) all reimbursements will be made upon your request in
accordance with the Company’s normal policies but no later than the last day of
the calendar year immediately following the calendar year in which the expense
was incurred; and (4) the right to the reimbursement or the in-kind
benefit will not be subject to liquidation or exchange for another benefit.”


 


6.     This letter agreement
records the final, complete, and exclusive understanding among the parties
regarding the amendment of the Original Agreement. As amended by this letter
agreement, the Original Agreement is ratified and remains in full force and
effect in accordance with its terms.


 


If you are in agreement with
the foregoing terms, please sign and return one copy of this letter agreement,
and retain one for your record.


 


Very truly yours,


 


	
   

  	
  /s/ Larry E. Williams

  	
   

  
	
  Name:

  	
  Larry E. Williams

  	
   

  
	
  Title:

  	
  SVP – H.R.

  	
   

  



 


Agreed and
Accepted:


 


	
  /s/  Charles C. Stewart

  	
   

  	
  Date:

  	
  12/30/08

  
	
  Charles C. Stewart

  	
   

  	
   

  	
   

  



 


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