Offer Letter - National Fiberstock Corp. and Robert M. Miklas
[LETTERHEAD]
June 28, 1996
Mr. Robert M. Miklas
4982 Carol Lane NW
Atlanta, Georgia 30327
Dear Rob:
I am delighted to be able to confirm the continuing offer of employment as
President & CEO of NFC/DEC as provided for in the attached document. Over the
past fifteen months I have developed a significant appreciation of your
leadership and operating skills, and I personally am delighted to be a part of
the DEC team.
I'd like to take this opportunity to formally acknowledge your skillful
leadership and the personal contributions you have made to DEC over the past
years as well as relative to the recent acquisition of Transkrit. In my
judgement, your knowledge of the business and superior communication skills
were the principal reasons why we were able to obtain a favorable rate on the
Senior Notes and complete the transaction without a significant hitch.
In a relatively short period of time, and despite some foreboding impediments,
you have guided DEC from the bottom of the pile to a position where the top
of the heap is within our sights, and I am envious of the new and exciting
challenges you face. I want you to know that I will be there beside you and
behind you to provide leadership and assistance in whatever way possible to help
ensure the future growth and prosperity of the organization.
Cordially,
/s/John D. Weil
John D. Weil
cc: David King
Sandy Kaynor
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[LETTERHEAD]
June 28, 1996
Mr. Robert M. Miklas
4982 Carol Lane NW
Atlanta, Georgia 30327
Dear Rob:
Confirming the various discussions you have had with David King and myself,
effective as of the date of this letter, you will continue your employment with
National Fiberstok Corporation ("NFC") as President & Chief Executive Officer.
You will also carry the identical titles for DEC International, Inc. ("DEC").
RESPONSIBILITIES
In your capacity as President & CEO, you will report directly to the Board of
Directors of NFC/DEC, and maintain your principal physical office at the
Corporate Offices located in Atlanta, Georgia. As President & CEO, you shall
have the ultimate responsibility for providing the necessary planning and
leadership skills to ensure the future success of the Corporation. Your
principal responsibilities shall include:
- Continuing oversight, responsibility and management of all aspects
of the business of NFC/DEC and their subsidiaries;
- Development and implementation of the plan to integrate Transkrit
Corporation and its affiliates into NFC/DEC;
- Assistance in the development of corporate strategies to maximize
shareholder value of NFC/DEC and its subsidiaries;
- Assistance in the identification and analysis of suitable
acquisition targets and other prospective business combinations;
- Determine an optimal organization structure and ensure that all
key management positions are staffed with superior talent;
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- Define responsibilities and reporting relationships for key
Corporate and Division personnel. Set goals and develop
performance measurements for Corporate and Division direct
reports. Follow up on performance and hold subordinates
accountable for measurable results;
- Develop key manager profiles for direct reports and evaluate
candidates against the profiles and make changes as warranted;
- Communicate periodically with all levels of the organization and
provide the necessary leadership to ensure the organization meets
its goals and objectives;
- Provide for the delegation of authority to the lowest necessary
levels in the organization;
- Provide direction and ensure compliance with the Corporation's
safety programs;
- Other responsibilities as assigned by the Board of Directors of
NFC/DEC, from time to time.
CASH COMPENSATION
As it has been since March 1, 1996, your base compensation will continue to be
$200,000 (two-hundred thousand dollars) per year, paid on a bi-weekly basis in
accordance with the normal payroll policies of the Corporation.
An appraisal of your performance pursuant to an agreed upon annual plan will
form the basis for any future increase in this base cash compensation. Any such
increase(s) will be subject to approval by the Compensation Committee of the
Board of Directors of NFC and DEC (the "Compensation Committee") currently
comprised of David King, Glenn McKenzie and John Weil, and whose membership
shall be subject to change at the sole discretion of the Corporation's Board of
Directors.
INCENTIVE COMPENSATION
You will be eligible to earn incentive compensation as determined by the Board
of Directors of NFC/DEC.
<PAGE>
INSURANCE AND RETIREMENT BENEFITS
You will be eligible to participate in all insurance, retirement and other
benefit plans which are generally available to other executive employees of NFC
at the then current contribution and/or co-payment levels.
You are eligible for FOUR WEEKS of company paid vacation per year.
SEVERANCE
This offer of continued employment is at the will of the parties. Should NFC
choose to terminate your employment for any reason other than an illegal act,
you shall be entitled to continuation of your then current base cash
compensation for a period of one year from the effective date of termination.
BOARD OF DIRECTORS
You will be a member of the Board of Directors of NFC and DEC.
I believe this constitutes an accurate summary of the discussions regarding your
employment with NFC that you have had with various Board members. If you are in
agreement with the provisions of the offer, please indicate by countersigning
this letter. A copy of the countersigned letter will be provided for your
files.
Rob, we are extremely pleased to know that you will continue as the President &
CEO of NFC and DEC. The acquisition of Transkrit will substantially expand the
scale and scope of the organization that you have successfully developed to
date. We are confident that your prospective efforts will continue to have a
positive impact on the future growth and prosperity of the Corporation.
Cordially,
NATIONAL FIBERSTOK CORPORATION
/s/John D. Weil
John D. Weil
Chairman of the Board of Directors
Accepted By:
/s/Robert M. Miklas
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Robert M. Miklas
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Date