EXHIBIT 10.23
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Chairman of the Board
The Colonel's, Inc.
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▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TELEPHONE: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (313) 439-0835
June 28, 1996
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Employment Agreement
Dear ▇▇▇▇:
I thought it might be helpful to both you and The Colonel's if I set out
The Colonel's offer to you in writing. If you decide to accept this offer,
please sign in the space provided below my signature. Your signature
combined with mine will make this letter a formal employment contract
between The Colonel's, Inc. and you.
JOB DESCRIPTION
Your title and position at The Colonel's will be "National Sales Manager-
Bedliner Division." In that capacity, you would be responsible for
supervising The Colonel's Bedliner sales force, participating in the
formulation of and then being primarily responsible for executing marketing
plans and campaigns. In order to fully utilize your skills and experience,
The Colonel's would expect you to assume control and have primary oversight
responsibility for the smooth solicitation, receipt, filling and shipping
of customer orders. The people receiving orders, filing them, and
arranging for their shipment would report, directly or ultimately, to you.
Because your position is crucial to the growth and success of the bedliner
division, we have agreed that it will likely be full six-day a week for the
foreseeable future.
The Colonel's would expect that you will work closely with manufacturing,
personnel and finance in coordinating your efforts with theirs, but you
would report directly to me as the Chairman of the Board and Chief
Executive Officer. As you and I have discussed, The Colonel's would like
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
June 27, 1996
Page 2
its warehouse outlets, bumper sales force, and bedliner sales forces to
work together for the common goal of growing The Colonel's and its product
lines. Each Department and Division head's ability to work with one
another will be an important component of how The Colonel's evaluates each
person's performance and success.
BASE OF OPERATIONS
Your primary base of operations will be located at the Owosso bedliner
plant. We anticipate that you may meet with other Colonel's executives at
its Milan facility, as well.
SALARY AND BENEFITS
Your base salary will be $100,000, payable in equal weekly installments.
In addition, you will receive a bonus equal to 10 ▇▇▇ ▇▇▇▇▇ for each
liner sold by The Colonel's. That bonus will be computed and paid monthly
between the 15th and last day of the following month.
You will be entitled to one week's "paid" vacation during your first three
years of service and two weeks a year after that. The Colonel's will
provide you with Blue Cross/Blue Shield (or equivalent) health coverage.
At the present time, The Colonel's does not offer any other retirement or
disability benefits. Your position will entitle you to equally participate
in any programs adopted for management and salaried personnel in the
future.
VEHICLE, TRAVEL AND EXPENSES
The Colonel's will provide you with the use of a pickup truck and
appropriate collision and liability insurance under our fleet coverage, and
needed periodic maintenance. You will be responsible for personal use
gasoline. Your travel costs to conventions, industry meetings, and
specific visits to particular customers will be reimbursed by The
Colonel's. Arrangements regarding travel accommodations, etc., for you
will be uniform with those for the five highest paying positions at The
Colonel's. We anticipate that future special requirements related to your
position will be arranged between you and the CEO or Chairman.
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
June 27, 1996
Page 3
YOUR AVAILABILITY AND PROPOSED STARTING DATE
You have advised me that you are not under any legal impediment or
noncompete or confidentiality agreement which would prevent you from
starting your employment under this agreement immediately. We have agreed
that you will begin your duties two weeks after you sign this agreement, at
which time your salary and benefits will commence. In the event that your
health coverage does not begin immediately, The Colonel's agrees to
reimburse you for the cost of continuing your present coverage until our
coverage for you becomes effective.
TERM OF AGREEMENT AND SEVERANCE PACKAGE
You have proposed that this employment contract cover the first five years
of your employment, with either party being able to terminate it for just
cause. You have further proposed that The Colonel's have the right to
terminate your employment without any cause by tendering a termination
payment equal to 3 month's salary and your any accrued but unpaid salary
and bonuses earned as of the date of that tender. Under your proposal, you
may terminate this agreement by giving 30 days notice, with all benefits
(not otherwise covered by COBRA) ending when that 30 period expires. Your
proposal is acceptable to The Colonel's and is incorporated herein.
LOYALTY AND GOOD FAITH
In return for the compensation and employment benefits described above, you
agree that you will faithfully perform the duties assigned to you to the
best of your ability, to devote your entire compensated time to The
Colonel's business, and not to engage or become interested in any other
business during this agreement's term that would detract from or conflict
with your responsibilities under this agreement.
COVENANT NOT TO COMPETE
You have proposed, in return for The Colonel's undertakings under this
agreement, that you will agree not to associate with or engage in any
business engaged in the manufacture, distribution or sale of bedliners for
a period of two years from the date of your separation from service. Your
proposal is acceptable to The Colonel's and is incorporated herein
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
June 27, 1996
Page 4
CONFIDENTIAL AND PROPRIETARY INFORMATION
You agree that all records, papers, information, materials and supplies
distributed to you, assigned to you, collected or prepared by you, or which
otherwise come into your possession during the performance of your duties
during the term of this agreement will be considered The Colonel's property
and will be returned immediately upon our request or the termination of
this agreement by either party.
ARBITRATION
Any and every dispute that may arise between The Colonel's and you
regarding this contract or either party's performance under it will be
resolved by binding arbitration under the rules of the American Arbitration
Association.
ACKNOWLEDGMENT OF OTHER AGREEMENTS
NOT AFFECTING THE COLONEL'S, INC.
You and I have reached agreement on certain other matters to which The
Colonel's, Inc. is not a party. Regardless of whether those matters are
reduced to writing or not, you and I have agreed that The Colonel's, Inc.
is only a party to the terms expressly set out in this agreement and that
this agreement states all of the obligations that you and The Colonel's owe
to one another.
The position that we want you to fill and the abilities that you bring to
The Colonel's can't be fully captured in a single document or snapshot.
There are items or areas that may not be covered by this letter. As to
those terms that are set out in it, The Colonel's and you do agree that
those written terms can only be changed or superseded by terms that are
reduced to writing and signed by both parties.
Yours truly,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
The Colonel's, Inc.
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
June 27, 1996
Page 5
The terms set out in the preceding 4 pages of this letter, which I have
joined ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in initialing, accurately state the
understandings that I have reached with The Colonel's and I accept The
Colonel's offer of employment as set out above in this letter.
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
July 15, 1996
