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Exhibit 10.2
STAY BONUS
AGREEMENT
This Stay Bonus
Agreement (this “ Agreement ”) is made as of
February 6, 2007 by and between Wellco Enterprises, Inc., a
North Carolina corporation (the “ Company ”),
and Tammy Francis (“ Executive ”).
WHEREAS ,
Executive currently serves as an officer of the Company;
WHEREAS ,
the Company proposes to enter into an Agreement and Plan of Merger
with Wasatch Merger Sub, Inc. and Wasatch Boot Holdings, Inc.
pursuant to which the Company is to be merged with Wasatch Merger
Sub, Inc. and as a result of such merger shares of the
Company’s common stock are to be converted into the right to
receive an amount of cash set forth in such Agreement and Plan of
Merger, as it may be amended from time to time (such merger
transaction and any other merger transaction to which the Company
is a constituent party and pursuant to which the shares of common
stock of the Company are to be converted into the right to receive
cash, other property or the securities of another entity, or any
sale of all or substantially all of the Company’s assets are
referred herein as a “Company Sale Event”);
and
WHEREAS ,
the Company wishes to provide an incentive to Executive to remain
an employee of the Company through the effective date of the
consummation of a Company Sale Event (the “ Effective
Date ”);
NOW,
THEREFORE , in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and Executive agree as
follows:
1. Stay
Bonus . The Company shall pay and Executive shall receive a
stay bonus of $150,000, less applicable withholding (the “
Stay Bonus ”), payable on the business day next
succeeding the Effective Date. Notwithstanding the foregoing, the
Stay Bonus will be reduced to the extent that it would constitute
an “excess parachute payment” within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the
“ Code ”), and the regulations thereunder. If an
amount in excess of the limit set forth in this Section 1 is
paid to Executive, Executive must repay the excess amount to the
Company upon demand, with interest at the rate provided in Code
Section 1274(b)(2)(B). Executive and the Company agree to
cooperate with each other reasonably in connection with any
administrative or judicial proceedings concerning the existence or
amount of any “excess parachute payment” that may be
payable hereunder. The determination of whether any payment
hereunder would constitute an “excess parachut
