EXHIBIT 10.34
AGREEMENT
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AGREEMENT, dated as of January 1, 1997 (the "Agreement"), between PEI
HOLDING, INC., a Delaware corporation (the "Company"), and I. XXXXXX XXXXXX (the
"Employee").
The Employee is employed as an executive manager by an operating
consolidated subsidiary of the Company, and the Employee and the Company (on
behalf of itself and its operating consolidated subsidiaries) desire that
Employee continue to provide services in that capacity. Now, therefore, the
parties hereby agree as follows:
1. If the Employee's employment with the Company and/or any of
its operating consolidated subsidiaries is terminated at any time for
any reason (other than (a) by the Employee voluntarily [except for
voluntary termination in the event of a substantial diminution in the
Employee's responsibilities, in which case the Employee shall remain
entitled to the salary and benefits specified in this Section 1], (b) by
the Company and/or any of its operating consolidated subsidiaries for
"cause", or (c) as a result of the death or permanent disability of the
Employee), then the Employee shall receive from the Company for a period
of one (1) year following the date of termination of employment the then
current salary and fringe benefits that the Employee would otherwise
have been entitled to receive.
2. If a "change in control" shall occur and if the Employee's
employment with the Company and/or any of its operating consolidated
subsidiaries is terminated at any time within twelve (12) months
following the occurrence of such "change in control" for any reason
(other than by the Company for "cause"), then the Employee shall
continue to receive from the Company an additional one (1) year period
of such salary and benefits following the expiration of the salary and
benefits the Employee is entitled to receive pursuant to Section 1. (As
a point of clarification, the Employee is eligible to receive up to two
(2) years of such salary and benefits.)
3. For purposes of this Agreement, "cause" and "change in
control" shall have the following meanings:
(i) "Cause" means termination by the Company and/or any
of its operating consolidated subsidiaries of the Employee's
employment with the Company and/or any of its operating
consolidated subsidiaries by reason of (a) the Employee's
conviction of a felony, (b) an act of personal dishonesty or
breach of duty by the Employee in connection with such
Employee's employment by the Company and/or any of its operating
consolidated subsidiaries, (c) the Employee's commission of an
act involving gross negligence in the conduct of his duties for
the Company and/or any of its operating consolidated
subsidiaries or (d) the Employee's willful and repeated failure
to execute the policies of the Company and/or any of its
operating consolidated subsidiaries as established by the Board
of Directors thereof.
(ii) "Change in Control" means (a) the sale or other
transfer of 50% or more of the ownership interests of the
capital stock of the Company and/or
1.
Prestolite Electric Incorporated ("Prestolite") to one or more
corporations, persons or other entities not affiliated with
Genstar Capital Corporation ("Genstar"), (b) the merger or
consolidation of the Company and/or Prestolite with another
corporation such that the stockholders of the Company and/or
Prestolite immediately preceding the merger or consolidation own
less than 50% of the capital stock of the corporation surviving
the merger or consolidation, (c) the sale or other transfer of
all or substantially all of the Company's consolidated assets to
one or more corporations, persons or other entities not
affiliated with Genstar, and/or (d) the dissolution or
liquidation of the Company and/or Prestolite; provided, however,
that no "change in control" shall be deemed to have occurred if
Genstar, after giving effect to one or more of the transactions
described in this Section 3(ii), controls the Board of Directors
of the Company and/or Prestolite, as the case may be.
4. Such salary and benefits shall be paid at such time and in
such manner as may be mutually agreed in writing by the Employee and the
Company; provided, however, that in the absence of such agreement such
salary and benefits shall be paid at such time and in such manner as if
the Employee remained employed by the Company and/or any of its
operating consolidated subsidiaries. This Agreement may be enforced by
the Employee against the Company and each of its operating consolidated
subsidiaries. All salary and benefits shall continue as provided herein
notwithstanding re-employment and/or death of the Employee following
termination of employment with the Company and/or any of its operating
consolidated subsidiaries.
5. Except as specifically provided in this Agreement, all terms
and conditions which governed the Employee's employment by the Company
and/or one or more of its operating consolidated subsidiaries prior to
the effective date hereof shall remain in full force and effect.
6. This Agreement (a) may be amended or terminated only by a
writing signed by both parties, (b) is not assignable by either party,
(c) shall bind and inure to the benefit of the respective heirs,
personal representatives and successors of the parties, and (d) sets
forth the entire understanding of the parties regarding its subject
matter.
In witness whereof, the parties have executed this Agreement as of the
date first above written.
PEI HOLDING, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chairman
/s/ I. Xxxxxx Xxxxxx By: /s/ P. Xxx Xxxxxxx
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I. Xxxxxx Xxxxxx P. Xxx Xxxxxxx, President
2.
