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EXHIBIT 10.11
AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT
This is an Amendment ("Amendment") dated as of July 1, 1999 to the
Employment and Noncompetition Agreement dated as of May 1, 1997 ("Agreement")
between Xxxxxx X. Xxxxxxx ("Employee") and Oxford Automotive, Inc., a Michigan
corporation ("Company").
Under the Agreement, Employee and the Company have an "at-will"
relationship.
Employee and the Company each wish to continue the employment
relationship as set forth in the Agreement, except as amended by this Amendment.
In mutual consideration of such continued employment relationship, the
parties agree:
1. Unless otherwise required by the context, all capitalized terms in
this Amendment (other than as provided in Paragraph 3) shall have the meanings
set forth in the Agreement.
2. If Employee's employment with the Company is (a) terminated (i)
pursuant to Section 9(i) of the Agreement, or (ii) pursuant to Section 9(iv)
after there has been Good Reason, and (b) there has been a Change of Control on
or before the date on which Employee's employment with the Company is so
terminated, then the Restricted Period, solely with regard to the obligations of
noncompetition set forth in Section 7(a) of the Agreement, shall end on such
date of termination.
3. "Change of Control" shall have the definition set forth in that
certain Indenture dated as of "December 1, 1998, as modified, among the Company,
certain subsidiaries of the Company and U.S. Bank Trust National Association for
the Company's 10 1/8% Senior Subordinated Notes Due 2007, Series C (the
"Indenture"), which definition, for the convenience of the parties to this
Agreement, is excerpted (including capitalized terms which are defined in the
Indenture) in Appendix A to this Agreement. In the event of any inconsistency
between the Indenture and Appendix A, Appendix A shall govern.
4. "Good Reason" shall mean the occurrence (without the Employee's
written consent), of any one (1) of the following acts by the Company, or
failures by the Company to act, unless, such act or failure to act is corrected
prior to the date of termination specified in any notice given in respect
thereof:
(i) (1) The assignment to the Employee of any duties
inconsistent with the Employee's positions, duties, responsibilities
and status with the Company immediately prior to the Change of Control;
(2) a significant adverse alteration in the nature of the Employee's
reporting responsibilities, titles, or offices as in effect immediately
prior to the Change of Control; (3) the removal of the Employee from,
or any failure to reelect the Employee to, any such position, except in
connection with a termination of the
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employment of the Employee due to a voluntary termination, termination
for Cause, or upon death or Disability; or (4) any significant
diminution in the Employee's Base Salary from that in effect
immediately prior to the Change of Control;
(ii) the requirement by the Company that the Employee's
principal place of employment be relocated more than forty-five (45)
miles from his place of employment immediately prior to the Change in
Control;
(iii) the failure by the Company to continue any compensation
plan in which the Employee participated immediately prior to the Change
of Control which is material to the Employee's total compensation,
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan, or the
failure by the Company to continue the Employee's participation therein
(or in such substitute or alternative plan) on a basis not materially
less favorable, both in terms of the amount of benefits provided and
the level of your participation relative to other participants, as
existed at the time of the Change of Control; or
(iv) the failure by the Company to continue to provide the
Employee with benefits substantially similar to those enjoyed by the
Employee under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Employee was
participating at the time of the Change of Control, the taking of any
action by the Company that would directly or indirectly materially
reduce any of such benefits enjoyed by the Employee at the time of the
Change of Control, or the failure by the Company to provide the
Employee with the number of paid vacation days to which he is entitled
on the basis of years of service with the Company in accordance with
the Company's normal vacation policy in effect at the time of the
Change of Control.
5. No other provisions of the Agreement are modified or amended by this
Amendment. The parties acknowledge this is a writing contemplated by Section 13
of the Agreement.
OXFORD AUTOMOTIVE, INC.
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx Xxxxxx, Chairman Xxxxxx X. Xxxxxxx
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Appendix A
"Change of Control" means the occurrence of any of the following:
(i) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders, is or becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that for purposes of this clause such person or group
shall be deemed to have "beneficial ownership" of all shares
that any such person or group has the right to acquire,
whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 50%
of the total voting power of the Voting Stock of the Company;
provided, however, that such event shall not be deemed to be a
Change of Control so long as the Permitted Holders
beneficially own, directly or indirectly, in the aggregate
when combined with any publicly traded stock, a greater
percentage of the total voting power of the Voting Stock of
the Company than such other person or group;
(ii) after the first public offering of common stock of the
Company, during any period of two consecutive years,
individuals who at the beginning of such period constituted
the Board of Directors (together with directors whose election
by such Board of Directors or whose nomination for election by
the shareholders of the Company was approved by a majority
vote of the directors of the Company then still in office who
were either directors at the beginning of such period or whose
election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the
Board of Directors then in office; or
(iii) the merger or consolidation of the Company with or into
another Person or the merger of another Person with or into
the Company, or the sale of all or substantially all the
assets of the Company to another Person (other than a Person
that is controlled by the Permitted Holders), and, in the case
of any such merger or consolidation, the securities of the
Company that are outstanding immediately prior to such
transaction and which represent 100% of the aggregate voting
power of the Voting Stock of the Company are changed into or
exchanged for cash, securities or property, unless pursuant to
such transaction such securities are changed into or exchange
for, in addition to any other consideration, securities of the
surviving corporation that represent immediately after such
transaction, at least a Controlling Interest of the aggregate
voting power of the Voting Stock of the surviving corporation.
Controlling Interest shall mean a majority of the aggregate
voting power of the voting stock of the surviving corporation
of the ability to appoint the majority of the members of the
Board of Directors.
