June 15, 2005 David J. Webster St. Louis, MO 63105 Dear Dave:
Exhibit
10.9
June
15,
2005
Xxxxx
X.
Xxxxxxx
000
X.
Xxxxxx Xxxx, Xxxxx 000
Xx.
Xxxxx, XX 00000
Dear
Xxxx:
Reference
is hereby made to that certain Amended and Restated Executive Employment
Agreement dated as of January 31, 2003 by and among Viasystems Group, Inc.
(“Group” and, together with its subsidiaries parties thereto, “Viasystems”) and
Xxxxx X. Xxxxxxx (“Employee”). Group is currently exploring the sale of the wire
harness division (the “Division”). In connection therewith, Employee and Wire
Harness Industries, Inc. entered into an agreement (the “Harness Agreement”)
dated as of June _15_,
2005.
Upon
the
completion of the sale of the Division, the Harness Agreement becomes
effective.
In
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee and Viasystems agree as follows:
1. Employment
Agreement Payout.
Upon
completion of the sale of the Division, Viasystems’ obligation under the terms
and conditions of the Employment Agreement (other than Sections 2(d) and (e)
which shall survive) shall terminate in exchange for the payment by Viasystems
to Employee of an amount equal to the product of (a) one half of the purchase
price multiple (based on the Division’s adjusted 2004 stand alone EBITDA and the
gross sale price) received by Viasystems and (b) Employee’s current annual
salary and bonus opportunity under the Employment Agreement less Employee’s
annual salary and bonus under the Harness Agreement.
2. Transaction
Bonus.
In the
event the sale of the Division is consummated, Employee shall be entitled to
receive a transaction bonus determined based on the gross proceeds received
in
connection with such sale of the Division. Such transaction bonus shall be
determined as a percentage of Employee’s base salary ($470,000) as follows (pro
rated for amounts between the following threshold amounts):
|
Gross
Proceeds
(Millions)
|
Transaction
Bonus
(%
of Annual Base Salary)
|
|
$275
|
25%
|
|
300
|
50%
|
|
325
|
75%
|
|
340
|
100%
|
|
350
|
125%
|
|
375
|
175%
|
|
400
|
200%
|
The
aggregate transaction bonus determined in accordance with the preceding
provisions will be payable by the Company on the date the sale of the Division
is consummated. Notwithstanding the foregoing, the Employee shall only be
entitled to receive the applicable transaction bonus payment if the Employee
is
employed by the Division on the designated date for such payment, provided
that
such payment shall nonetheless be payable to the Employee if the Employee was
previously terminated by the Company other than for Cause (as defined in the
Harness Agreement) or the Employee terminates his employment for Good Reason
(as
defined in the Harness Agreement). For purposes of the foregoing, “gross
proceeds” shall mean the sum of (1) the cash purchase price paid by the
acquirer, (2) the fair value, as determined in good faith by the board of
directors of the Parent, of any noncash consideration paid by the acquirer,
and
(3) the sum of all indebtedness for borrowed money of the Division assumed
by
the acquirer. Gross proceeds shall not be reduced or offset by any fees incurred
by any third party retained by the Company or an affiliate of the Company to
render professional services related to the Division sale process.
|
Very
truly yours,
|
||
|
By:
/s/ Xxxxx X. Xxxxxxxx
|
||
|
Name:
|
Xxxxx
X. Xxxxxxxx
|
|
|
Title:
|
Chief
Executive Officer
|
|
Acknowledged
and accepted as
of
the
date first written above
|
/s/
Xxxxx X. Xxxxxxx
|
|
|
Xxxxx
X. Xxxxxxx
|
