FIRST ADDENDUM TO
EMPLOYMENT AGREEMENT
This Addendum is to the Agreement ("Agreement") made and dated as of
December 12, 1996 ("Effective Date"), by and between Starcraft Corporation, an
Indiana Corporation ("Employer"), and Xxxxx X. Xxxx, a resident of Elkhart
County, Indiana ("Employee").
WITNESSETH
WHEREAS, Employee is employed by Employer as its Chairman of the Board
and Chief Executive Officer, for itself and each of its subsidiaries ("Job
Responsibilities") and Employee has made valuable contributions to the strategic
planning, business operations, and financial strength of Employer;
WHEREAS, Employer desires to encourage Employee to continue to make
valuable contributions to Employer's business operations and not to seek or
accept employment elsewhere; and
WHEREAS, Employer desires to provide fair and reasonable benefits to
Employee from time to time on the terms and conditions set forth in the
Agreement as amended from time to time.
NOW THEREFORE, in consideration of these premises, the mutual covenants
and undertakings herein contained, and the continued employment of Employee to
perform Job Responsibilities for Employer, Employer and Employee agree to hereby
amend the Agreement, each intending to be legally bound, as follows:
1. Subsection 6 of the Agreement is hereby amended by adding the
following to subsection 6, which in all other respects remains in full force and
effect except as amended hereby:
So long as Employee is employed by Employer pursuant to this Agreement,
Employee shall be entitled to personal tax preparation services, an
annual physical examination, personal umbrella insurance coverage in an
amount not less than Ten Million Dollars ($10,000,00.00), and Employer
shall pay and continue to pay the fees, expenses, and premiums for each
of the foregoing.
2. Subsection 4 of the Agreement is hereby amended by adding the
following to subsection 4, which in all other respects remains in full force and
effect except as amended hereby:
Employer shall review Employee's Base Compensation on an annual basis
with the intention that such review of the Base Compensation and the
Executive Bonus Plan, subject to the discretion, responsibilities and
polices of the Employer's Compensation Committee, shall cause the
annual Base Compensation and Bonus to increase from year-to-year.
3. Subsection 8 of the Agreement is hereby amended by adding the
following to subsection 8, which in all other respects remains in full force and
effect:
(E) In the event Employee's employment with Employer shall
terminate in the event of Employee's death, pursuant to
subsection 7(D), compensation provided for herein (including
Base Compensation) shall continue to be paid as provided in
subsection 7(C), and from and after the date of Employee's
death the spouse of Employee shall be entitled to continue to
receive from Employer the Employee's Base Compensation at the
rates in effect at the time of termination for five (5)
additional twelve (12) month periods. In addition, during such
periods, Employer will maintain in full force and effect for
the continued benefit of the spouse of Employee each Benefit
Plan in which the spouse of Employee was entitled to
participate immediately prior to the date of death of
Employee, unless an essentially equivalent and no less
favorable benefit is provided by a subsequent employer of the
spouse of Employee. If the terms of any Benefit Plan, or
applicable laws, do not permit continued participation by the
spouse of Employee, Employer will arrange to provide to spouse
of Employee a benefit substantially similar to, and no less
favorable than, the benefit the spouse of Employee was
entitled to receive under such Benefit Plans at the date of
death of Employee. Employer reserves the right to cause the
payments provided for herein to be funded and paid in whole or
in part from life insurance, annuities, or other such similar
devices, in its sole discretion.
(F) In the event Employee's employment with Employer shall
terminate in the event of Employee's disability pursuant to
subsection 7(D), compensation provided for herein (including
Base Compensation) shall continue to be paid as provided in
subsection 7(C), and from and after the date of Employee's
disability and during the continuance or recurrence thereof,
Employee shall be entitled to continue to receive from
Employer the Employee's Base Compensation at the rates in
effect at the time of termination for five (5) additional
twelve (12) month periods. In addition, during such periods,
Employer will maintain in full force and effect for the
continued benefit of Employee each Benefit Plan in which
Employee was entitled to participate immediately prior to the
date of disability of Employee, unless an essentially
equivalent and no less favorable benefit is provided by a
subsequent employer of Employee. If the terms of any Benefit
Plan, or applicable laws, do not permit continued
participation by Employee, Employer will arrange to provide
Employee a benefit substantially similar to, and no less
favorable than, the benefit Employee was entitled to receive
under such Benefit Plans at the date of disability of
Employee. Employer reserves the right to cause the payments
provided for herein to be funded and paid in whole or in part
from life insurance, annuities, or other such similar devices,
in its sole discretion.
4. Except as expressly modified by these amendments to the Agreement
herein provided, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Addendum to the
Agreement to be executed and delivered this 31st day of December, 1997, as of
the Effective Date.
"EMPLOYEE" "EMPLOYER"
STARCRAFT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxx
Its: President
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