Exhibit 10.2


 


November 17, 2005


 


 


Ron Milewski


XXXXXXXXX


XXXXXXXXX


 


Dear Ron;


 


As discussed, this letter of agreement and the accompanying
Confidentiality, Proprietary Rights and Non-Solicitation Agreement (“Confidentiality
Agreement”) have been prepared in recognition of your importance to SIRVA, Inc.
and its affiliates (hereafter collectively, “SIRVA” or the “Company”).  I am pleased to confirm the terms of your new
position:


 


Position:  Your new position will be Executive
Vice-President – Restructuring and Chief Risk Officer and has been re-classed
to the SEB 19 band.


 


Salary:
Your current salary will be adjusted to $275,000 annually, payable in bi-weekly
installments.  The salary is quoted on an
annual basis for convenience only and does not imply employment for a specific
term, nor alter the “at will” status of your employment.


 


Effective Date: 
December 13, 2005


 


MIP:  For 2005 you will receive a guaranteed bonus
of $100,000 under the Management Incentive Program (MIP) provided you are still
employed by SIRVA as of December 31, 2005, or your employment was
terminated by SIRVA prior to that date “without cause” as defined below.  You will receive the guaranteed bonus at the
same time that the 2005 MIP bonus is paid to other eligible participants, but
in no event will you receive the $100,000 guaranteed bonus later than March 31,
2005.  You will be eligible to
participate in SIRVA’s Management Incentive Program in 2006, which at your
position has the potential award of 70% of your base salary, subject to the
terms of the program.


 


The term “without cause”
means a termination of your employment by SIRVA for reasons other than (i) the
continued failure to complete your assigned duties and responsibilities in a
professional and businesslike manner and in accordance with SIRVA’s Code of
Business Conduct and related policies and your fiduciary duties; (ii) serious
misconduct connected with work or that is reasonably expected to result in
material injury to SIRVA, Inc. or any of its affiliates (collectively, “SIRVA”),
(iii) conviction of, or entering a plea of guilty or nolo contendere to, a
crime that constitutes a felony, or (iv) the willful or material breach of
any of your obligations under the Confidentiality Agreement or under any other
written agreement or covenant with SIRVA.


 


Executive Benefits:


 


The following executive
benefits will be maintained for you notwithstanding the salary band for your
new position.


 





















 


	
  Company Car
  Allowance:

  	
   

  	
  $12,000 annually

  
	
  Financial
  Planning:

  	
   

  	
  AYCO

  
	
  Executive
  Physical:

  	
   

  	
  $1,500 annually

  



 


Success
Bonus


 


You
are eligible to receive a Success Bonus of $100,000.  The purpose of the bonus is to encourage you,
as a key employee, to continue your employment during this critical period and
facilitate the prompt filing of the 2004 annual report.


 


Payment
of the Success Bonus is contingent upon (a) the Company’s filing with the
SEC of its annual report on Form 10-K for 2004 by November 30, 2005; (b) you
remaining employed by and supporting SIRVA through the 10-K filing date; (c) completing
your assigned duties and responsibilities in a professional and businesslike
manner and in accordance with SIRVA’s Code of Business Conduct and related
policies and your fiduciary duties, and the absence of any finding that you
materially failed to do so during the term of your employment; (d) providing
SIRVA with your full cooperation in any and all independent reviews,
investigations and proceedings which relate to matters that you had knowledge
of during the term of your employment; (e) maintaining a positive work
environment and providing leadership for SIRVA associates during this critical
period; (f) maintaining the confidentiality of the terms of this letter; (g) complying
with the terms of the Confidentiality Agreement; and (h) signing a general
release of claims in a form satisfactory to the Company.


 


If
these conditions are satisfied, the Success Bonus will be paid to you as soon
as practicable following the filing of the 2004 annual report with the SEC but
in no event later than November 30, 2005.


 


Enhanced Severance
Benefit:  In the event
you are terminated by SIRVA “without cause”, you will be eligible to receive
severance pay at your base salary and continued health benefits until the
earlier of (a) one year after termination of your employment with SIRVA or
(b) you obtain new full-time employment. 
This enhanced severance benefit is in lieu of any amounts that would
otherwise be payable to you under any severance plan, policy or program.


 


To
be entitled to receive this enhanced severance benefit, your employment must be
terminated with SIRVA without cause and you must comply with subparts (c) through
(h) of the second paragraph following the Success Bonus heading above.


 


The
offering of the Success Bonus, guaranteed MIP payout and enhanced severance
benefit does not alter the at-will nature of the employment relationship.  However, if you decide to leave SIRVA prior
to satisfying all conditions for payment of one or more of these benefits, or
otherwise fail to satisfy any of the conditions described above, you will not
be entitled to receive the Success Bonus, 2005 MIP payout and/or enhanced
severance benefit, as applicable.


 


I have enclosed a copy of
this letter for your records.  If you are
in agreement with the terms contained herein, please sign, date and return the
enclosed copy of the offer letter and the Confidentiality Agreement and return
them to me in the enclosed envelope.


 


Congratulations on your
continued role.  We are very excited and
look forward to your continued
contributions!   If you have any
questions, please do not hesitate to call me at 630 570-3694.


 





















 


Sincerely,


 


	
  /s/ Todd Schorr

  	
   

  



Todd Schorr


Senior Vice President
Human Resources


 


Enclosures: 1 copy of
offer letter, Confidentiality, Proprietary Rights and Non-Solicitation Agreement


 


 


Accepted and Agreed to
this  6th day of December, 2005


 


 


	
  /s/ Ronald L. Milewski

  	
   

  
	
  Ronald L.
  Milewski