EXHIBIT 10.30
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of June 1, 2004 by
and between MAYFLOWER VEHICLE SYSTEMS PLC (IN ADMINISTRATION), formerly MOTOR
PANELS (COVENTRY) PLC, a United Kingdom corporation whose registered office is
Hill House, 0 Xxxxxx Xxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx, ("Assignor") and
MAYFLOWER VEHICLE SYSTEMS, INC., a Delaware corporation whose principal offices
are located at 00000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
("Assignee").
Recitals:
1. Reference is made to the following documents attached to and
made a part of this Agreement hereinafter referred to
collectively as the "Xxxx Employment Contract".
(i) Service Contract dated March 1, 1993 between Assignor
and Xx. Xxxxxxx Xxxxxx Xxxx ("Xx. Xxxx");
(ii) Letter dated January 7, 2002 from Assignor's ultimate
parent company, The Mayflower Corporation plc to Xx.
Xxxx stating the terms on which Xx. Xxxx would take
up residency in the United States and accept the
position of Assignee's President and Chief Executive
Officer;
(iii) Letter dated January 27, 2004 from Assignee to Xx.
Xxxx describing Xx. Xxxx'x participation in
Assignee's Loyalty Bonus Program.
2. Xx. Xxxxxx Xxxx was assigned in 2002 to direct the operations
of Assignee in the United States after having been employed
since 1993 by Assignor in the United Kingdom.
3. Xx. Xxxx is currently employed on a fulltime basis as the
President and Chief Executive Officer of Assignee, with
responsibility for the overall management and direction of the
operations of Assignee and its subsidiaries;
4. It is the desire and intention of the parties that Xx. Xxxx
continue to serve as Assignee's President and Chief Executive
Officer as Assignee's employee under the terms and conditions
of the Xxxx Employment Contract in effect and application on
the date of this assignment, inclusive of any of Assignee's
policies with regard to the employment and remuneration of its
senior officers to which Xx. Xxxx may have become subject
since his assumption of his role as chief executive officer of
Assignee.
5. Xxxxxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxxxx and Xxxxxxx
Xxxxxxx Xxxxxx ("the Administrators") were appointed Joint
Administrators of the Assignor by the High Court in London on 31 March
2004.
NOW THEREFORE, the parties agree as follows:
Assignor hereby assigns to Assignee, effective immediately, all of
Assignor's rights, obligations and interest under the Xxxx Employment Contract,
taking into account the job description, salary and other remuneration in effect
as of the effective date of this assignment, and Assignee hereby accepts such
assignment, as described above and agrees to assume and become subject to any
and all obligations, liabilities, and conditions of Assignor under the Xxxx
Employment Contract. Such assignment and assumption shall relieve Assignor of
direct liability for the due performance of all of Assignor's obligations under
the Xxxx Employment Agreement in effect as of the date of this assignment.
This Agreement represents the entire agreement between the parties with
regard to the Xxxx Employment Contract and may only be modified by written
instrument duly executed by both of the parties.
It is agreed that the Administrators act at all times as agents of the
Assignor and without personal liability under this Agreement or otherwise.
IN WITNESS WHEREOF, the parties have caused this ASSIGNMENT AND
ASSUMPTION AGREEMENT to be executed by their respective duly authorized
representatives.
MAYFLOWER VEHICLE SYSTEMS plc
(In Administration).
by /s/ XXXXXXXX XXXXXX
--------------------------------
Xxxxxxxx Xxxxxx
Administrator without personal
liability
MAYFLOWER VEHICLE SYSTEMS, INC.
by /s/ XXXXXXX XXXXXX
--------------------------------
Xxxxxxx Xxxxxx
Vice-President
