RETENTION BONUS AGREEMENT
This Agreement made as of the 31st day of October, 1998, by and between
XXXXXX MANAGEMENT CORPORATION, a Delaware corporation ("JMC") and XXXXX X.
XXXXXXXX, XX ("XXXXXXXX");
WHEREAS, JMC provides management services to Genmar Holdings, Inc.
("GENMAR") pursuant to a management agreement with Genmar; and
WHEREAS, Xxxxxxxx has accomplished significant results as Executive Vice
President and Chief Financial Officer of Genmar; and
WHEREAS, JMC and Genmar consider that Xxxxxxxx'x continued employment as
Executive Vice President and Chief Financial Officer of Genmar is critical to
the successful conduct of Genmar's business during the period ending August 4,
1999; and
WHEREAS, JMC has agreed to make the payment to Xxxxxxxx as hereafter
provided in order to retain his services for Genmar during the period ending
August 4, 1999; and
WHEREAS, Xxxxxxxx has agreed to remain employed as Executive Vice President
and Chief Financial Officer of Genmar at least until August 4, 1999 on the terms
and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter stated, the parties agree as follows:
1. JMC agrees to pay Xxxxxxxx a retention bonus (the "RETENTION BONUS")
in the amount of $2,860,000 on August 4, 1999 (the "PERFORMANCE DATE") on the
express condition that he has acted continuously from the date hereof to the
Performance Date as the Executive Vice President and Chief Financial Officer of
Genmar; provided, however, if Xxxxxxxx is not
employed as Executive Vice President and Chief Financial Officer on the
Performance Date because his employment was terminated by Genmar without
cause, as hereafter defined, prior to the Performance Date or because of his
death or physical or mental disability, JMC agrees to pay Xxxxxxxx the
Retention Bonus on the Performance Date. If Xxxxxxxx is deceased on the
Performance Date, the payment shall be made to the personal representative of
his estate or to such other party as Xxxxxxxx may designate by written notice
to JMC.
For purposes of this Retention Bonus Agreement, the occurrence of any of
the following shall constitute termination of employment without cause:
(a) the assignment of Xxxxxxxx of any duties that are inconsistent in
any respect with his authority, duties, responsibilities or position as
Executive Vice President and Chief Financial Officer of Genmar (including
status, office, title or reporting relationships to or by Xxxxxxxx);
(b) requiring Xxxxxxxx to be based or spend significant time at any
office or location other than that at which he was based as of the date
hereof, except for travel reasonably required in the performance of his
duties; or
(c) any other action which results in the diminution in Xxxxxxxx'x
authority, duties, responsibilities or position.
2. If Xxxxxxxx is in fact paid the Retention Bonus as set forth in
paragraph 1 hereof, Xxxxxxxx agrees that such payment is in lieu of and a
substitution for any and all benefits that he would otherwise be eligible for or
entitled to under the Genmar Executive Severance Pay Plan which became effective
on March 17, 1998 unless he remains employed by Genmar for at least one year
after the Performance Date. If, for any reason Xxxxxxxx is not paid the
Retention Bonus as set forth in paragraph 1 hereof, Xxxxxxxx shall be eligible
for and entitled to the benefits, if any, provided to him under the provisions
of the Genmar Executive Severance Pay Plan which became effective March 17,
1998.
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3. In consideration of the receipt of the Retention Bonus amount
specified in paragraph 1, Xxxxxxxx agrees that upon termination of his
employment for any reason he will not for a period of three years after
termination of his employment engage in the business of building recreational
boats of any type or description either as a consultant, employee, partner,
shareholder, or otherwise and that he will hold in a fiduciary capacity, for the
benefit of Genmar, all secret, confidential, or proprietary information,
knowledge or data related to Genmar and its respective subsidiaries which shall
have been obtained by Xxxxxxxx during his employment by Genmar and which shall
not be or become public knowledge, including, but not limited to, information
regarding vendors, consultants, customers, dealers and agents of Genmar.
4. Other than as specifically and expressly provided herein, this
Agreement shall not constitute a contract of employment for a term and Xxxxxxxx
acknowledges that he is and remains an employee of Genmar at will. Nothing
herein is intended to alter or affect the terms and conditions of employment
currently in effect regarding his duties, compensation or other benefits. 5. For
the purpose of this Agreement, cause is defined as:
(a) Xxxxxxxx'x willful failure to perform his duties as Executive
Vice President and Chief Financial Officer; or
(b) any willful act or omission by Xxxxxxxx constituting dishonesty,
fraud or other malfeasance, and any act or omission by Xxxxxxxx
constituting immoral conduct, which in any such case is materially
injurious to the financial condition or business reputation of Genmar or
any of its subsidiaries or Xxxxxxxx'x indictment of a felony under the laws
of the United States or any state thereof or any other jurisdiction in
which Genmar conducts business.
(c) For purposes of this definition, no act or failure to act shall
be deemed "willful" unless effected by Xxxxxxxx not in good faith and
without a reasonable belief that such action or failure to act was in or
not opposed to Genmar's best interests.
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6. The parties hereto agree that Genmar is a third party beneficiary of
this Agreement and entitled to seek enforcement of the terms hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the day
and year first above written.
XXXXXX MANAGEMENT CORPORATION
By: [ILLEGIBLE]
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Its: Ex V.P. Finance
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/s/ Xxxxx X. Xxxxxxxx, XX
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XXXXX X. XXXXXXXX, XX
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