EXHIBIT 10.29
AGREEMENT
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AGREEMENT, dated as of January 1, 1997 (the "Agreement"), between PEI
HOLDING, INC., a Delaware corporation (the "Company"), and P. XXX XXXXXXX (the
"Employee").
The Employee is employed as an executive manager by an operating
consolidated subsidiary of the Company, and the Employee and the Company (on
behalf of itself and its operating consolidated subsidiaries) desire that
Employee continue to provide services in that capacity. Now, therefore, the
parties hereby agree as follows:
1. If the Employee's employment with the Company and/or any of its
operating consolidated subsidiaries is terminated at any time for any
reason (other than (a) by the Employee voluntarily [except for voluntary
termination in the event of a substantial diminution in the Employee's
responsibilities, in which case the Employee shall remain entitled to the
salary and benefits specified in this Section 1], (b) by the Company and/or
any of its operating consolidated subsidiaries for "cause", or (c) as a
result of the death or permanent disability of the Employee), then the
Employee shall receive from the Company for a period of one (1) year
following the date of termination of employment the then current salary and
fringe benefits that the Employee would otherwise have been entitled to
receive.
2. If a "change in control" shall occur and if the Employee's
employment with the Company and/or any of its operating consolidated
subsidiaries is terminated at any time within twelve (12) months following
the occurrence of such "change in control" for any reason (other than by
the Company for "cause"), then the Employee shall continue to receive from
the Company an additional one (1) year period of such salary and benefits
following the expiration of the salary and benefits the Employee is
entitled to receive pursuant to Section 1. (As a point of clarification,
the Employee is eligible to receive up to two (2) years of such salary and
benefits.)
3. For purposes of this Agreement, "cause" and "change in control"
shall have the following meanings:
(i) "Cause" means termination by the Company and/or any of its
operating consolidated subsidiaries of the Employee's employment with
the Company and/or any of its operating consolidated subsidiaries by
reason of (a) the Employee's conviction of a felony, (b) an act of
personal dishonesty or breach of duty by the Employee in connection
with such Employee's employment by the Company and/or any of its
operating consolidated subsidiaries, (c) the Employee's commission of
an act involving gross negligence in the conduct of his duties for the
Company and/or any of its operating consolidated subsidiaries or (d)
the Employee's willful and repeated failure to execute the policies of
the Company and/or any of its operating consolidated subsidiaries as
established by the Board of Directors thereof.
(ii) "Change in Control" means (a) the sale or other transfer of
50% or more of the ownership interests of the capital stock of the
Company and/or
1.
Prestolite Electric Incorporated ("Prestolite") to one or more
corporations, persons or other entities not affiliated with Genstar
Capital Corporation ("Genstar"), (b) the merger or consolidation of
the Company and/or Prestolite with another corporation such that the
stockholders of the Company and/or Prestolite immediately preceding
the merger or consolidation own less than 50% of the capital stock of
the corporation surviving the merger or consolidation, (c) the sale or
other transfer of all or substantially all of the Company's
consolidated assets to one or more corporations, persons or other
entities not affiliated with Genstar, and/or (d) the dissolution or
liquidation of the Company and/or Prestolite; provided, however, that
no "change in control" shall be deemed to have occurred if Genstar,
after giving effect to one or more of the transactions described in
this Section 3(ii), controls the Board of Directors of the Company
and/or Prestolite, as the case may be.
4. Such salary and benefits shall be paid at such time and in such
manner as may be mutually agreed in writing by the Employee and the
Company; provided, however, that in the absence of such agreement such
salary and benefits shall be paid at such time and in such manner as if the
Employee remained employed by the Company and/or any of its operating
consolidated subsidiaries. This Agreement may be enforced by the Employee
against the Company and each of its operating consolidated subsidiaries.
All salary and benefits shall continue as provided herein notwithstanding
re-employment and/or death of the Employee following termination of
employment with the Company and/or any of its operating consolidated
subsidiaries.
5. Except as specifically provided in this Agreement, all terms and
conditions which governed the Employee's employment by the Company and/or
one or more of its operating consolidated subsidiaries prior to the
effective date hereof shall remain in full force and effect.
6. This Agreement (a) may be amended or terminated only by a writing
signed by both parties, (b) is not assignable by either party, (c) shall
bind and inure to the benefit of the respective heirs, personal
representatives and successors of the parties, and (d) sets forth the
entire understanding of the parties regarding its subject matter.
In witness whereof, the parties have executed this Agreement as of the date
first above written.
PEI HOLDING, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chairman
/s/ P. Xxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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P. Xxx Xxxxxxx Xxxxxxx X. Xxxxxxxxx, President
2.
