EXHIBIT 10.3
[LETTERHEAD OF IMPCO TECHNOLOGIES APPEARS HERE]
IMPCO
EMPLOYMENT AGREEMENT
This Employment Agreement is made this second day of August 1999 by and
between Xxxxx Xxxxx [herein Employee] having a principal residence at 0000 Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000 and IMPCO Technologies Inc.
[herein Employer], a Delaware corporation, having its principal place of
business at 00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000.
RECITALS
WHEREAS, Employer desires to employ employee as its Chief Financial Officer
[CFO]; and
WHEREAS, Employee desires to perform the duties as Chief Financial Officer
according to the terms and conditions contained herein; and
WHEREAS, Employee and Employer desire to reduce their agreements to a
writing.
NOW, THEREFORE, in considerations of the premises and covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Term. The term of this Agreement shall be one [1] year from the date first
written above except as set forth in Article 4 Termination. This Agreement
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may be extended for an additional period of one [1] year if the parties
shall agree in a writing at least thirty [30] days prior to the expiration
of the Agreement. Nothing in this Agreement requires the extension of the
Agreement. At the conclusion of this Agreement Employee shall continue as
CFO as an at will employee.
2. Compensation. For all services rendered by Employee under this Agreement
Employee shall receive compensation as follows:
2.1 Salary. During the term of this Agreement, Employee shall receive a
salary of one hundred and thirty thousand dollars [[$130,000.00] per
year, payable in twenty-six, equal, bi-weekly installments, subject
to such increases as may be mutually agreed by the parties hereto
from time to time.
2.2 Bonus. Employee shall be entitled to annual or periodic bonuses, as
may be paid to him from time to time by Employer in its sole
discretion.
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2.3 Fringe Benefits. Employee shall be entitled to such medical, accident
and health plans and retirement plans and other fringe benefit plans,
in accordance with their terms, as shall be made available by Employer
generally to its employees.
2.4 Other Benefits. Employee shall be entitled to receive such other
benefits, as Employer in its sole discretion may determine, as
Employer provides for employees of the same class.
3. Duties
3.1 It is understood and agreed that Employee will faithfully and
diligently serve Employer to the best of his ability in his position
as Chief Financial Officer.
3.2 Employee will devote his full time, attention and energies during
normal business hours to the performance of his duties as an employee
of Employer, and he will not, during the term of his employment
hereunder, engage in any other business activity, whether or not for
profit, except for passive investments in firms or businesses which do
not compete with Employer.
3.3 Employee warrants that he will not, during the term of his employment
hereunder, do any act or engage in any conduct, or permit, condone or
acquiesce in any act or conduct of other persons, which could cause
Employer, its parent or any of its subsidiaries to be in violation of
any law and statute, and Employee agrees to indemnify and hold
Employer, and its parent and subsidiaries, if any, harmless against
any and all liabilities, claims, damages, fees, losses and expenses of
any kind or nature whatsoever attributable directly or indirectly, to
a violation of this warranty.
3.4 If Employee is elected or appointed a director or officer of
Employer, Employee will serve in such capacity without further
compensation; but nothing shall be construed as requiring the election
or appointed of Employee as an officer or director of Employer.
4. Termination. The employment of Employee Agreement shall terminate at the
end of the term or terms defined in Article 1 Term or at such earlier date
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as are set forth below:
4.1 Death. The death of Employee
4.2 Disability. In the event of Employee's total and permanent
disability, then, ninety [90] days following the occurrence of such
disability Employee's employment hereunder shall terminate.
4.3 Termination for Cause. Employer shall have the absolute right, at any
time, to discharge Employee for cause.
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5. Effect of Termination. If Employee is terminated for any reason other
than those listed in Article 4 Termination the Employee shall be entitled
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to following:
5.1 Severance Pay. A severance payment equal to up to the greater of
twenty six (26) weeks of salary at the Employee's then current salary
or until Employee shall become employed whichever shall first occur;
and
5.2 Outplacement Services. Outplacement services for up to nine [9]
months or until Employee shall become employed whichever shall first
occur; and
5.3 Insurance. Employer shall make all COBRA insurance payments for up to
six [6] months whichever shall first occur.
6. General Provisions.
6.1 Enforceable Rights. This Agreement and the Associated Agreements
shall not be deemed to confer any rights upon or be enforceable by
anyone other than the parties here to or thereto; provided, however,
that they shall inure to the benefit of and be binding upon any
corporation into or with which any party shall be merged or
consolidated or to which it shall sell substantially all its assets
and which shall agree in writing with the other parties hereto to be
bound by all of the provisions of this Agreement and the Associated
Agreements [if any] as though it had been a party hereto, in which
case the transferee shall be deemed to be entitled to the benefits of
and be bound by the provisions of this Agreement to the same extent as
the transferor.
6.2 Entire Agreement. This Agreement sets forth the entire agreement
between the parties and supersedes all prior other agreements and
understandings between the parties, and their officers, directors, or
employees as to the subject matter hereof. None of the parties has
relied upon any oral representation or oral information given to it by
any representative of any of the other parties. No change in this
Agreement shall be effective either as a result of a course of conduct
or oral statements or other than by a writing duly authorized
representative of each of the parties hereto and thereto.
6.3 Waiver. A failure by any of the parties to this Agreement to assert
its rights for or upon any breach of this Agreement or any such other
agreement shall not be deemed a waiver of such rights nor shall any
waiver be implies from any act. No waiver in writing by a party with
respect to any right shall extend its effect to any subsequent breach
either of like or different kind.
6.4 Severability. In the event that any part or parts of this Agreement
shall be held illegal or null and void by any court or administrative
body of competent jurisdiction, such determination shall not affect
the remaining parts of this or such agreement and they shall remain in
full force and effect as if such part or parts determined illegal or
void had not been included herein; provided, however, that
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nothing in this paragraph shall relieve any party of any liability for
breach of covenant, warranty, or representation.
6.5 Cost. Each Party hereto shall pay its own cost and expenses related
to negotiation, drafting and signing of this Agreement.
6.6 Headings. Headings in this Agreement are included herein for
convenience or reference only and shall not constitute a part of this
Agreement.
6.7 Counterparts. This Agreement may be executed in one or more
counterparts hereto. All counterparts shall be construed together and
shall constitute one Agreement.
6.8 Amendment or Modification. This Agreement may not be modified or
amended except by writing duly signed by the authorized
representatives of the Parties.
6.9 Assignment. Employee shall not have the right to transfer or assign
any or all of his rights or interests hereunder.
6.10 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the day and year first written above.
Employer Employee
IMPCO Technologies Inc. Xxxxx Xxxxx
/s/
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Xxxxxx X. Xxxxxxxx Xxxxx Xxxxx
President & CEO Employee
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