EXHIBIT 10.15
McLAREN AUTOMOTIVE GROUP, INC.
EMPLOYMENT AGREEMENT
This Agreement made and entered into as of this 20TH day of April 1999 by and
between McLaren Automotive Group, Inc., a corporation duly organized and
existing under and pursuant to the laws of the State of Delaware, with its
principle offices located at 000 X Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "MAG") and Wiley X. XxXxx an individual residing in
Oakland County, Michigan (hereinafter referred to as "XxXxx").
Witnesseth:
Whereas, MAG is engaged in the development, marketing, sale and use of
intellectual properties and wishes to employ XxXxx starting April 20, 1999, in
the position of President and Chief Operating Officer of MAG and
Whereas, MAG will employ XxXxx and XxXxx will accept employment by MAG, as its
President and Chief Operating Officer, pursuant to the terms hereof.
Now, therefore, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. Employment Term: MAG agrees to employ XxXxx and XxXxx agrees to work
for MAG. The initial term of XxXxx'x employment shall begin on the twentieth day
of April 1999 and shall continue until the nineteenth day of April 2001.
Thereafter, XxXxx'x employment shall be renewed for an additional two (2) years
unless either party gives to the other no less than ninety (90) days written
notice prior to April 19, 2001 that this Agreement will be terminated at the end
of the initial term.
2. Scope of Employment: XxXxx will manage and direct MAG and will have
such other duties as may be assigned to him, from time to time, by the Board of
Directors of MAG. XxXxx will also serve on the Board of Directors of MAG and in
addition will serve in administrative capacities as may be required and/or
directed by the Board of Directors of MAG and be expected to attend to any other
matters generally falling within the scope of the President and Chief Operating
Officer. In addition XxXxx will continue to manage the day to day activities of
McLaren Engines, Inc., as President and Chief Operating Officer of this
subsidiary unit of MAG.
3. Compensation and Benefits:
(a) MAG shall pay to XxXxx as compensation for the services to
be rendered by XxXxx hereunder an annual base salary of One Hundred Forty
Thousand Dollars
($140,000.00) payable in 26 equal consecutive installments of Five Thousand
Three Hundred Eighty four and 62/100 Dollars ($5,384.62) each on Friday of every
second week. Such installments are subject to all legally required Federal and
State withholding amounts. XxXxx'x salary shall be increased by an amount equal
to ten percent (10%) of his annual base salary on October 1, l999 subject to the
review and approval of the Board of Directors. In the event this Agreement
should continue after the initial term, XxXxx'x base salary shall be adjusted
annually as of October 1st each year there after to reflect any percentage
increase in the cost of living index published by the United States Government
for the greater Los Angeles-Long Beach area.
(b) In addition, XxXxx shall receive 25,000 options to purchase
stock in MAG annually. On October 1st 1999 the aforementioned 25,000 options
shall be increased to 30,000 annually, such increase to be subject to the review
and approval of the Board of Directors. All such option grants shall be subject
to MAG's Stock Option Plan as amended from time to time.
(c) In addition to the compensation hereinabove set forth, XxXxx
shall be entitled to participate in such other fringe benefit programs from MAG
as may be made available to other executives of MAG from time to time,
including, but not limited to, bonuses, stock options, profit sharing, auto
allowance, cellular phone, merit increases, health insurance programs, vacation
and other such programs as may be determined by MAG's Chief Executive Officer
and /or its Board of Directors. XxXxx shall be reimbursed for all reasonable,
ordinary and necessary business expenses incurred for the benefit of MAG subject
to MAG's policies and procedures.
4. Termination:
(a) If this Agreement is terminated at will by MAG prior to the
expiration of the initial or any succeeding term, MAG's sole obligation to XxXxx
shall be (i) to pay to McCoy a severance payment equal to the then current
annual base salary of XxXxx at the time of termination payable in equal monthly
installments on the last business day of each month for twelve (12) months
following the effective date of termination; and (ii) to reimburse XxXxx for the
COBRA health insurance premiums paid by XxXxx for the twelve (12) month period
following termination. If XxXxx obtains other employment during this twelve (12)
month period, the amount of severance paid each month may be reduced by MAG by
the amount of compensation paid each month by the other employer and, if XxXxx
receives health insurance from any source during such twelve (12) month period,
MAG will not be obligated to reimburse XxXxx for his COBRA payments.
(b) This agreement may be terminated for cause without any
continuing obligation to XxXxx by MAG. Cause shall be any action or actions by
XxXxx that are determined prosecutable as criminal in a court of competent
jurisdiction.
5. Arbitration: Any controversy or claim arising out of or relating to
this agreement, or breach thereof, shall be settled by binding arbitration in
Santa Barbara, California before a
panel of arbitrators selected as follows: within ten (10) days of demand by
either party for arbitration, each party will select on arbitrator and those two
will select a third arbitrator, and those three shall constitute the panel. The
arbitrator's decision will be by majority vote. The arbitration shall not be
appealable by either party. The rules of the American Arbitration Association
shall govern, and the decision of the arbitrators shall be final and binding and
judgement on the award may be entered by any court of competent jurisdiction.
6. Entire Agreement: The foregoing constitutes the entire Agreement
between the parties and no modification of any of the provisions hereof shall be
binding upon either XxXxx or MAG unless in writing signed by the party against
whom such modification is sought to be enforced.
7. Interpretation: This Agreement has been submitted to the scrutiny
of all parties hereto and of counsel. This Agreement shall be controlled by the
laws of the State of California without regard to its conflicts of laws
principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
McLAREN AUTOMOTIVE GROUP, INC. WILEY X. XxXXX
By: /s/ Xxxxxxxx Xxxxx By: /s/ Wiley X. XxXxx
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Its: Chairman of the Board of Directors
By: /s/ Xxxx X. XxXxxxxxx
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Member Compensation Committee
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Member Compensation Committee
By:
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Member Compensation Committee
