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EXHIBIT 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement") is
dated as of January 25, 1999, by and between Meadowbrook, Inc., (hereinafter
referred to as the "Company"), and Xxxxxxx X. Xxxxxxxx, III (hereinafter
referred to as the "Executive").
RECITALS:
WHEREAS, the Company and the Executive desire to set forth their respective
rights and obligations in connection with the employment of the Executive by the
Company by entering into a contract of employment;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants, agreements and understandings contained herein, the parties hereto
agree as follows:
AGREEMENT:
1. EMPLOYMENT. The Company agrees to employ the Executive during the
Employment Term (as such term is hereinafter defined in Paragraph 5.) and the
Executive hereby accepts such employment by the Company, subject to the terms
and conditions hereinafter set forth and the Company's Associate Manual
(hereinafter referred to as the "Manual"). To the extent that the terms and
Conditions of this Agreement conflict with the Manual, this Agreement shall
control while in effect.
2. RESPONSIBILITIES AND DUTIES. The Executive shall be employed with such
responsibilities and duties as the Office of the President of the Company may
from time to time determine consistent with Executive's position. The Executive
shall devote his full working time to the performance of his responsibilities
and duties hereunder.
3. COMPENSATION. In consideration of the performance by Executive of his
obligations during the Employment Term, the Company will during the Employment
Term pay the Executive:
(a) BASE SALARY. A base salary of $16,666.67 per month. Such
Base Salary shall be payable in accordance with the normal payroll
practices of the Company then in effect. Any increases in the Base
Salary shall be determined by the Company.
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(b) DISCRETIONARY BONUS. A discretionary bonus of up to Twenty-Five
Percent (25%) of Executive's Base Salary. This discretionary bonus
may be paid at the sole discretion of the Company and will be
based on attainment of:
(i) Corporate Goals (growth & profit);
(ii) Profit Center Goals; and
(iii) Personal Goals and Objectives.
(c) STOCK OPTIONS. On the date hereof, the Company has granted to the
Executive a 1999 Stock Option Award of 10,000 options vested over
a ten (10) year period, pursuant to the Stock Option Agreement.
Thereafter, the Executive will be eligible for the Annual Award
Plan.
4. OTHER BENEFITS. The Executive shall also be entitled to such additional
benefits as outlined in the Company's January 7, 1999, Offer of Employment
letter and consistent with the Manual.
5. EMPLOYMENT TERM. The period of the Executive's employment by the
Company under this Agreement (the "Employment Term") shall commence on January
25, 1999, and shall continue until January 25, 2004, or the earliest date on
which any of the following events occurs:
(a) the death or retirement of the Executive;
(b) the date on which the Company discharges the Executive by reason
of the Executive's Total Disability. For purposes of this
Agreement, "Total Disability" shall have the same meaning as used
in the Manual and consistent with the Long Term Disability
Benefits of the Company;
(c) a mutual written agreement between the Company and the Executive
regarding an early termination date; or
(d) the date on which the Company terminates the Executive's
employment for Cause as recited in Paragraph 6.
Upon the expiration of the Employment Term, the Executive's employment at the
Company shall be subject to the terms of the Manual and terminable at will by
either the Executive or the Company, with or without cause and with or without
notice.
6. TERMINATION FOR CAUSE. Should the Executive's employment be terminated
by the Company for Cause, this Agreement shall be terminated forthwith without
notice or payment in lieu thereof and the Executive shall not be entitled to
receive any other consideration (beyond consideration accrued to the
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date of dismissal that is owing but not yet paid) from the Company. For purposes
of this Agreement, "Cause" shall mean:
(a) the failure by the Executive to substantially perform his
principal duties;
(b) misconduct by the Executive that is materially injurious to the
Company; or
(c) the Executive engaging in dishonest activities injurious to the
Company.
7. BINDING EFFECT; ASSIGNMENT. The Company may assign this
Agreement to any of its affiliates or their successors or assigns. This
Agreement shall be binding upon and shall inure to the benefit of the Company,
its affiliates and their successors and assigns. This Agreement shall be binding
upon and shall inure to the benefit of the Executive. Neither this Agreement nor
any right or interest hereunder shall be assignable or transferable by the
Executive, his beneficiaries or legal representatives.
8. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any or subsequent time. No agreement or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
9. NOTICES. All notices or other communications required or permitted
hereunder shall be given in writing and shall be deemed sufficient if delivered
by hand (including by courier), mailed by registered or certified mail, postage
prepaid (return receipt requested), or sent by facsimile transmission, as
follows:
If to the Executive: If to the Company:
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To the address on file Xxxxxx X. Xxxxx
with the Company's Chairman of the Board
Human Resources MEADOWBROOK, INC.
Department as the 00000 Xxxxxxxxx Xxxx, Xxxxx 000
Executive's home address. Xxxxxxxxxx, XX 00000
or such other address as shall be furnished in writing by such party, and any
such notice or communication shall be effective and be deemed to have been given
as of the date so delivered or, if mailed upon receipt thereof; provided,
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however, that any notice or communication changing any of the addresses set
forth above shall be effective and deemed given only upon its receipt.
10. SEVERABILITY. If any provision of this Agreement, or any application
thereof to any circumstance, is invalid, in whole or in part, such provision or
application shall to that extent be severable and shall not affect other
provisions or applications of this Agreement.
11. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Michigan, excluding any choice of law
rule requiring application of the law or any other jurisdiction. Any action
arising out of or relating to this Agreement, its performance, enforcement or
breach, will be venued in the Circuit Court for the County of Oakland, State
of Michigan.
12. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements, written or oral, between them as to
such subject matter.
13. HEADINGS. The headings contained herein are solely for the purpose
of reference, are not part of this Agreement and shall not in any way affect
the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written below.
WITNESSES: MEADOWBROOK, INC.
Xxx X. Xxxxxxx Xxxxxx X. Xxxxx
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Dated: 2/1/99 By: Xxxxxx X. Xxxxx
------------------------ Its: Chairman of the Board
Xxxxxxx X. XxXxxxxxxx Xxxxxxx X. Xxxxxxxx, III
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Dated: 1/26/99 Xxxxxxx X. Xxxxxxxx, III
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