EXHIBIT 10.5
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of the 16th day of February,
2000 by and among Viasystems Group, Inc. ("Viasystems"), Viasystems, Inc.
("Inc."), and Viasystems Technologies Corp. LLC ("LLC" and, together with
Viasystems and Inc., "Employer"), and Xxxxx X. Xxxxxxx ("Employee").
W I T N E S S E T H:
WHEREAS, Employer and Employee entered into an Employment Agreement as
of January 1, 1997, which was amended and restated on February 16, 2000, and
desire to further amend and restate the terms of such Agreement as set forth
herein;
NOW, THEREFORE, Employee and Employer, in consideration of the
agreements, covenants and conditions herein contained, hereby agree as follows:
1. BASIC EMPLOYMENT PROVISIONS.
(a) Employment and Term. Employer hereby agrees to employ Employee
(hereinafter referred to as the "Employment") as the Senior Vice President of
Viasystems (the "Position"), and Employee agrees to be employed by Employer in
such Position for a period ending on January 31, 2005, unless terminated earlier
pursuant to Section 3 (the "Employment Period"). In the event that termination
pursuant to Section 3 has not occurred on or prior to January 31, 2005 (or any
anniversary thereof), the Employment Period shall automatically extend for an
additional one year period until terminated pursuant to Section 3.
(b) Duties. Employee in the Position shall be subject to the direction
and supervision of the Chief Executive Officer of Viasystems (the "CEO") and
shall have those duties and responsibilities which are assigned to Employee
during the Employment Period by the CEO consistent with the Position, provided
that the CEO shall not assign any greater duties or responsibilities to the
Employee than those assigned prior to the date hereof. Subject to the Employee's
faithful and adequate discharge of the assigned duties or responsibilities
substantially similar to those assigned prior to the date hereof, the Employee
shall be free to participate in other endeavors. Employee agrees to perform
faithfully the duties assigned to Employee to the best of Employee's ability.
2. COMPENSATION.
(a) Salary. Employer shall pay to Employee during the Employment Period
a salary as basic compensation for the services to be rendered by Employee
hereunder. The initial amount of such salary shall be Three Hundred Thousand
Dollars ($300,000) per annum. Such salary shall be reviewed by the CEO and may
be increased in the CEO's sole discretion but may not be reduced. Such salary
shall accrue and be payable in accordance with the payroll practices of Employer
in effect from time to time. All such payments shall be subject to deduction and
withholding authorized or required by applicable law.
(b) Bonus. During the Employment Period, Employee shall be eligible to
receive an annual bonus (payable by the Employer) in an amount in accordance
with the Senior Executive Incentive Compensation Plan.
(c) Benefits. During the Employment Period, Employee shall be entitled
to such other benefits as are customarily accorded the executives of Employer,
including without limitation, group life, hospitalization and other insurance
and vacations.
(d) Medical Benefits. During the lifetime of Employee and/or Employee's
spouse, whether or not the Employment Period or this Agreement has terminated
for any reason, Employer shall provide health coverage to Employee and/or
Employee's spouse at least equal to the health coverage granted to Employee on
the date hereof at no cost to Employee and/or Employee's spouse. Provided,
however, that no medical benefits shall be provided pursuant to this Section
2(d) during any period in which Employee is eligible to receive medical benefits
from any person or entity (other than Employer or its affiliates) engaged in the
EMS or printed circuit board business and situated within the United States of
America. Provided further, however, that no medical benefits shall be provided
pursuant to this Section 2(d) if Employee is employed for a period of 10 or more
years after termination of this Agreement as an Executive Vice President or in a
more senior position with any person or entity (other than Employer or its
affiliates) engaged in the EMS or printed circuit board business and situated
within the United States of America.
(e) Directors and Officers Insurance. Employer will use its best
efforts to obtain and to maintain a policy of insurance on directors and
officers of Employer in amounts to be determined by Employer, in its reasonable
judgment based upon companies similarly situated.
3. TERMINATION.
(a) Death or Disability. This Agreement shall terminate automatically
upon the death or total disability of Employee. For the purpose of this
Agreement "total disability" shall be deemed to have occurred if Employee shall
have been unable to perform the Employee's duties of employment due to mental or
physical incapacity for a period of six (6) consecutive months or for any one
hundred (100) working days out of a twelve (12) consecutive month period.
(b) Cause. Employer may terminate the employment of Employee under this
Agreement for Cause. For the purpose of this Agreement, "Cause" shall be deemed
to be fraud, dishonesty, or unauthorized use of any of Employer's trade secrets
or confidential information.
(c) Without Cause. Employer may terminate the employment of Employee
under this Agreement without Cause, subject to the continuing rights of Employee
pursuant to Section 4(b) below.
4. COMPENSATION UPON TERMINATION.
(a) Termination for Cause or Voluntary Termination by Employee. If the
employment of Employee under this Agreement is terminated for Cause or if
Employee voluntarily terminates his employment, no further compensation pursuant
to Sections 2(a), 2(b) and 2(c) shall be paid to Employee after the date of
termination.
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(b) Termination Without Cause/Death or Disability. If the employment of
Employee under this Agreement is terminated pursuant to Section 3(a) or 3(c)
above, Employee shall be entitled to continue to receive from Employer
Employee's then current salary hereunder (which shall not be less than the
amount specified in the second sentence of Section 2(a) above), for the greater
of the period ending on January 31, 2005, or 18 months (either, the "Severance
Period"), such amount to continue to be paid in accordance with the payroll
practices of Employer and shall further be entitled to continue to receive
during such Severance Period the benefits to which Employee would otherwise be
entitled pursuant to Sections 2(b) and 2(c) and reimbursement for expenses
incurred by Employee to own and maintain an automobile as contemplated by
Section 5 below.
5. EXPENSE REIMBURSEMENT. Upon submission of properly documented expense account
reports, Employer shall reimburse Employee for all reasonable travel and
entertainment expenses incurred by Employee in the course of his employment with
Employer. During the term hereof, Employee will be reimbursed by Employer for
expenses incurred by Employee to own and maintain an automobile.
6. ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto except that this Agreement and all of the provisions hereof may
be assigned by Employer to any successor to all or substantially all of its
assets (by merger or otherwise) and may otherwise be assigned upon the prior
written consent of Employee.
7. CONFIDENTIAL INFORMATION.
(a) Non-Disclosure. During the Employment Period or at any time
thereafter, irrespective of the time, manner or cause of the termination of this
Agreement, Employee will not directly or indirectly reveal, divulge, disclose or
communicate to any person or entity, other than authorized officers, directors
and employees of the Employer, in any manner whatsoever, any Confidential
Information (as hereinafter defined) of Employer without the prior written
consent of the CEO.
(b) Definition. As used herein, "Confidential Information" means
information disclosed to or known by Employee as a direct or indirect
consequence of or through the Employment about Employer, or its respective
businesses, products and practices which information is not generally known in
the business in which Employer is or may be engaged. However, Confidential
Information shall not include under any circumstances any information with
respect to the foregoing matters which is (i) available to the public from a
source other than Employee, (ii) released in writing by Employer to the public
or to persons who are not under a similar obligation of confidentiality to
Employer and who are not parties to this Agreement, (iii) obtained by Employee
from a third party not under a similar obligation of confidentiality to
Employer, (iv) required to be disclosed by any court process or any government
or agency or department of any government, or (v) the subject of a written
waiver executed by either Employer for the benefit of Employee.
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(c) Return of Property. Upon termination of the Employment, Employee
will surrender to Employer all Confidential Information, including without
limitation, all lists, charts, schedules, reports, financial statements, books
and records of the Employer, and all copies thereof, and all other property
belonging to the Employer but Employee shall be accorded reasonable access to
such Confidential Information subsequent to the Employment Period for any proper
purpose as determined in the reasonable judgment of Employer.
8. NO VIOLATION. Employee hereby represents and warrants to Employer that
neither the execution, delivery and performance of this Agreement nor the
passage of time, nor both, will conflict with, result in a default, right to
accelerate or loss of rights under any provision of any agreement or
understanding to which the Employee or, to the best knowledge of Employee, any
of Employee's affiliates are a party or by which Employee or, to the best
knowledge of Employee, Employee's affiliates may be bound or affected.
9. CAPTIONS. The captions, headings and arrangements used in this Agreement are
for convenience only and do not in any way affect, limit or amplify the
provisions hereof.
10. NOTICES. All notices required or permitted to be given hereunder shall be in
writing and shall be deemed delivered, whether or not actually received, two
days after deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, addressed to the party to whom notice
is being given at the specified address or at such other address as such party
may designate by notice:
Employer: Viasystems Group, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Chief Executive Officer
Employee: Xxxxx X. Xxxxxxx
00 Xxxx Xxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
11. INVALID PROVISIONS. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, such provision
shall be fully severable, and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part
of this Agreement; the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. In lieu of each
such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.
12. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, if any, relating to the subject matter
hereof. This Agreement may be amended in whole or in part only by an instrument
in writing setting forth the particulars of such amendment
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and duly executed by an officer of Employer expressly authorized by the CEO to
do so and by Employee.
13. WAIVER. No delay or omission by any party hereto to exercise any right or
power hereunder shall impair such right or power or be construed as a waiver
thereof. A waiver by any of the parties hereto of any of the covenants to be
performed by any other party or any breach thereof shall not be construed to be
a waiver of any succeeding breach thereof or of any other covenant herein
contained. Except as otherwise expressly set forth herein, all remedies provided
for in this Agreement shall be cumulative and in addition to and not in lieu of
any other remedies available to any party at law, in equity or otherwise.
14. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each
of which shall constitute an original, and all of which together shall
constitute one and the same agreement.
15. GOVERNING LAW. This Agreement shall be construed and enforced according to
the laws of the State of Missouri.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
EMPLOYER: EMPLOYEE:
VIASYSTEMS GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx
Chief Executive Officer
VIASYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Chief Executive Officer
VIASYSTEMS TECHNOLOGIES CORP. LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Chief Executive Officer
