TERMINATION AGREEMENT
AND RELEASE OF ALL LIABILITY
This Termination Agreement and Release of All Liability (this
"Agreement") is made on May 27, 1999 between (i) Xxxxxxx Xxxxxxxx ("Eidswick")
and (ii) JPE, Inc., a Michigan corporation. As used in this agreement, "JPE"
means JPE, Inc., its predecessors, successors, Subsidiaries, Divested
Subsidiaries, assigns, parents, subsidiaries, divisions and/or affiliates
(whether incorporated or unincorporated), and all of the past and present
directors, officers, trustees, consultants and agents (in their individual and
representative capacities) of each and any and all persons acting by, through,
or in concert with any of them. All capitalized terms not defined in this
Agreement shall have the meanings given them in the Investment Agreement dated
April 28, 1999 among JPE, Inc., ASC Holdings LLC, a Michigan limited liability
company, and Kojaian Holdings LLC, a Michigan limited liability (the "Investment
Agreement"). This Agreement is being delivered pursuant to Section 6.2(e) of the
Investment Agreement.
RECITALS
X. Xxxxxxxx has provided various consulting services to JPE pursuant to a
consulting agreement dated November 9, 1998 between Eidswick and JPE, Inc. (the
"Consulting Agreement"). In addition, Eidswick and JPE are parties to a Stock
Option Agreement dated November 9, 1998 (the "Stock Option Agreement") by which
Eidswick was granted the option to purchase 50,000 Common Shares under certain
circumstances (whether or not currently exercisable, the "Options").
B. On the date of this Agreement, JPE is Closing the Investment Agreement
that requires, as a condition precedent, the delivery of this Agreement. Each of
Eidswick and JPE agree that JPE's Closing of the Investment Agreement is in the
mutual best interests of JPE and Eidswick. Accordingly, each of JPE and
Eidswick, pursuant to the Investment Agreement, have agreed to terminate the
Consulting Agreement, the Stock Option Agreement and the Options on the terms
set forth in this Agreement.
C. In consideration of the foregoing and for the consideration provided
below, Eidswick has agreed to release JPE from any liability to Eidswick,
including any liability arising as a result of the termination of the Consulting
Agreement, the Stock Option Agreement and the Options.
Therefore, Eidswick and JPE agree as follows:
1. Eidswick and JPE hereby render null and void the Consulting Agreement,
the Stock Option Agreement and the Options (the "Termination").
2. As Eidswick's sole and exclusive consideration, payments and benefits
with respect to the Termination (a) subject to the terms and conditions of the
Investment Agreement, JPE shall consummate the Transaction, and (b) JPE shall
pay Eidswick $1,000.00, which he acknowledges is sufficient consideration.
3. For the consideration described in this Agreement, Eidswick hereby fully
and forever releases, acquits and discharges JPE from all suits, claims or
actions, or any pending actions, claims or suits, in law or in equity, against
JPE on account of the Termination or any other consulting related action or
cause of action based upon any facts existing on or prior to the Closing Date,
whether known or unknown, including all claims for wrongful discharge, breach of
contract, violation of the penal statutes, negligence of any kind, intentional
infliction of emotional distress, defamation and/or discrimination on account of
sex, age, race, disability, religion or nationality which has or could have been
alleged under any Law, including: Title VII of the Civil Rights Act of 1964; the
Age Discrimination in Employment Act; the Rehabilitation Act of 1973; the Older
Workers Benefit Protection Act; the Americans With Disabilities Act; the Family
and Medical Leave Act of 1993; and all analogous Michigan Laws, including the
Xxxxxx-Xxxxxx Civil Rights Act; and any and all amendments to any of the
foregoing. Eidswick is completely able to perform the duties under the
Consulting Agreement, and has no disability recognized under the Workers'
Compensation Act or otherwise.
4. Except for actions or suits based upon breaches of the terms of this
Agreement, Eidswick hereby shall fully and forever refrain from commencing any
suits, claims or actions, or prosecuting any pending actions, claims or suits,
in law or in equity, against JPE on account of the Termination or any other
consulting related action or cause of action based upon any facts existing on or
prior to the Closing Date, whether known or unknown, including all claims for
wrongful discharge, breach of contract, violation of the penal statutes,
negligence of any kind, intentional infliction of emotional distress, defamation
and/or discrimination on account of sex, age, race, handicap or nationality
which has or could have been alleged under any Law, including: Title VII of the
Civil Rights Act of 1964; the Age Discrimination in Employment Act; the
Rehabilitation Act of 1973; the Older Workers Benefit Protection Act; the
Americans With Disabilities Act; the Family and Medical Leave Act of 1993; and
all analogous Michigan Laws including the Xxxxxx-Xxxxxx Civil Rights Act; and
any and all amendments to any of the foregoing.
5. Eidswick shall maintain for all time as confidential, all Confidential
and Proprietary Information of JPE (as defined in the Employment Agreement).
6. To the fullest extent permitted by Law, Eidswick shall not assist, aid
or communicate with, either orally or in writing, in any manner whatsoever, any
other person, corporation, firm, partnership or other entity, in or about any
action, cause of action, suit, claim, proceeding, litigation or other matter
against JPE unless required by lawfully issued subpoena power or court order. In
the event Eidswick is served with a subpoena or is required by court order to
testify in any type of proceeding involving JPE, Eidswick shall immediately
notify JPE by providing written notice within three (3) days in the manner and
to the addresses for ASC, Kojaian and JPE set forth for the delivery of notices
in the Investment Agreement; provided, however, notwithstanding the foregoing,
that nothing in this paragraph 6 shall preclude Eidswick from (a) fully
complying with and fulfilling his duties and obligations under Section 3.3 of
the Investment Agreement or (b) participating in any judgment, settlement or
award granted to members of a class action lawsuit by or for the benefit of the
shareholders of JPE, Inc. provided that Eidswick otherwise participates in such
lawsuit solely as a passive member of such class.
7. This Agreement, which shall be effective and irrevocable immediately
upon the time limits described herein, reflects the entire agreement of Eidswick
and JPE relative to the subject matter hereof (i.e., regarding his options and
consulting) and supersedes any previous employment, consulting or similar
agreement and other prior or contemporaneous oral or written understandings,
statements, representations or promises.
8. Nothing in this Agreement shall be construed as an admission of
liability by JPE of any wrongdoing and all liability is hereby expressly denied
by JPE.
9. Arbitration.
(a) The arbitration procedure set forth in this paragraph 9 shall be the
sole and exclusive method for resolving and remedying monetary claims arising
out of disputes regarding this Agreement (the "Disputes"); provided that nothing
in this paragraph 9 shall prohibit a party from instituting litigation to
enforce any Final Determination (as defined below) or to obtain injunctive
relief. Except as otherwise provided in this paragraph 9 or in the Commercial
Arbitration Rules of the American Arbitration Association as in effect at the
pertinent time, the arbitration procedures and any Final Determination hereunder
shall be governed by, and shall be enforced pursuant to, the Uniform Arbitration
Act.
(b) In the event that either party asserts that there exists a Dispute,
such party shall deliver a written notice to the other party specifying the
nature of the asserted Dispute and requesting a meeting to attempt to resolve
the same. If no such resolution is reached within ten (10) business days after
such delivery of such notice, the party delivering such notice of Dispute (the
"Disputing Person") may, within forty-five (45) business days after delivery of
such notice, commence arbitration by delivering to the other party a notice of
arbitration (a "Notice of Arbitration"). Such Notice of Arbitration shall
specify the matters as to which arbitration is sought, the nature of any
Dispute, the claims of the party and shall specify the amount and nature of any
damages, if any, sought to be recovered as a result of any alleged claim, and
any other matters required by the Commercial Arbitration Rules of the American
Arbitration Association as in effect at the pertinent time to be included
therein, if any.
(c)(i) The parties shall in good faith select one arbitrator to arbitrate
the dispute who shall resolve the dispute according to the procedures set forth
in this paragraph 9.
(c)(ii) If the parties are unable to agree upon an arbitrator pursuant to
paragraph 9(c)(i) within fifteen (15) business days, then each party shall
select one arbitrator within the next fifteen (15) business days. In the event
that either party fails to select an arbitrator as provided in this paragraph
9(c)(ii), then the matter shall be resolved by the arbitrator selected by the
other party. If each party chooses an arbitrator, then those arbitrators shall
select a third independent, neutral arbitrator expert in the subject matter of
the dispute, and the three arbitrators so selected shall resolve the matter
according to the procedures set forth in this paragraph 9. If the arbitrators
selected by the parties are unable to agree on a third arbitrator within fifteen
(15) business days, after their selection, the third arbitrator shall be
selected by the President of the American Arbitration Association.
(d) The arbitration shall be conducted in Ann Arbor, Michigan, under the
Commercial Arbitration Rules of the American Arbitration Association as in
effect from time to time, except as modified by the written agreement of the
parties, to this Agreement. The arbitrator(s) shall so conduct the arbitration
that a final result, determination, finding, judgment and/or award (the "Final
Determination") shall be made or rendered as soon as practicable, but in no
event later than one hundred (100) business days after the delivery of the
Notice of Arbitration nor later than ten (10) business days following completion
of the arbitration. The Final Determination must be agreed upon and signed by
the sole arbitrator or by at least two of the three arbitrators (as applicable).
The Final Determination shall be final and binding on all parties and there
shall be no appeal from or reexamination of the Final Determination, except for
fraud, perjury, or misconduct by an arbitrator prejudicing the rights of any
party and to correct manifest clerical errors. The prevailing party or parties
shall be entitled to Fees and Costs.
(e) Judgment may be entered upon the Final Determination by any court of
competent jurisdiction.
(f) Notwithstanding anything to the contrary in this Agreement, any dispute
with respect to Eidswick's actions (or inaction) under Section 3.3 of the
Investment Agreement shall not be subject to the arbitration requirements of
this Section 9.
10. If any provision of this Agreement is deemed invalid or illegal, all
other provisions shall remain in full force and effect.
11. This Agreement shall be construed in accordance with and governed by
the Laws of the State of Michigan.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Date:
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JPE, Inc.,
a Michigan corporation
By: /s/ Xxxxxxx X. Chrysler
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Name: Xxxxxxx X. Chrysler
Title: President
Date:
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