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EXHIBIT 10.36
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made as of July 1,
1996, by and between Durakon Industries, Inc., a Michigan corporation (the
"Company"), and Xxxxx X. Xxxxx ("Xx. Xxxxx").
Recitals
A. Xx. Xxxxx has been employed by the Company as its President
and Chief Executive Officer.
B. Due to issues relating to his health, Xx. Xxxxx has resigned
as President of the Company, effective June 30, 1996.
C. The Company and Xx. Xxxxx wish to provide for the continued
employment of Xx. Xxxxx by the Company on a modified basis.
Therefore, the parties agree as follows:
1. Services as Employee.
(a) Beginning on July 1, 1996 (the "Effective Date") through June
30, 1997, Xx. Xxxxx will be employed to render such services to or for the
benefit of the Company or any of its subsidiaries as may be reasonably
requested by the President of the Company, and will promote the best interests
of the Company and its subsidiaries. Such services will be primarily related
to matters relating to the Company's Xxxx-Xxx Corporation subsidiary and may
also relate to the other areas in which Xx. Xxxxx has developed expertise. Xx.
Xxxxx will make himself available to the Company as reasonably requested by the
President of the Company, subject to prior commitments and health limitations
of Xx. Xxxxx. Notwithstanding the foregoing, Xx. Xxxxx shall not be required
to render services to the Company in excess of ten (10) days during each month
during such period unless Xx. Xxxxx reasonably determines that his prior
commitments allow him to do so.
(b) Beginning on July 1, 1997 through June 30, 1999, Xx. Xxxxx
shall make himself available to serve as a director of the Company to the
extent that he is nominated and elected to so serve.
2. Term. This Agreement will take effect on the Effective Date and will
remain in effect until the earliest to occur of the following (the "Term"):
(a) June 30, 1999; or
(b) the death of Xx. Xxxxx.
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3. Consideration. As full consideration for Xx. Xxxxx'x performance of
services pursuant to this Agreement, the Company will pay Xx. Xxxxx (i) during
the period through June 30, 1997, the sum of $100,000, payable bi-weekly in
arrears or otherwise in accordance with the Company's standard payment
practices and (ii) during the period from and after July 1, 1997, an amount
equal to the amount paid by the Company to its non-employee directors.
4. Expense. The Company will pay or reimburse Xx. Xxxxx for all
reasonable, direct, out- of-pocket expenses incurred by Xx. Xxxxx during the
Term on behalf of the Company in the performance of his duties under this
Agreement in accordance with the Company's policies.
5. Housing Sales Assistance and Benefits.
(a) Xx. Xxxxx is in the process of selling his current residence
in the Grand Blanc, Michigan area. Xx. Xxxxx shall consult with the Company
with respect to any proposed sale of such residence, and upon the sale of such
residence, the Company shall pay to Xx. Xxxxx the difference between $250,000
and the net sale price (that is, the gross sale price less any real estate
commissions payable by Xx. Xxxxx) of such residence.
(b) During the period from the Effective Date until June 30, 1997,
Xx. Xxxxx shall be entitled to the use of his current leased automobile.
During the Term, Xx. Xxxxx shall receive no other benefits from the Company.
6. Treatment of Stock Options.
Pursuant to a Nonqualified Stock Option Agreement dated as of May 16,
1995, an option to purchase 150,000 shares was granted to Xx. Xxxxx, which
option was to vest over time. Under the Nonqualified Stock Option Agreement,
the right to purchase 37,500 shares of the Company's common stock has vested
and is exercisable by Xx. Xxxxx. Such 37,500 share option shall remain
exercisable during the Term of this Agreement and thereafter in accordance with
the terms of such Nonqualified Stock Option Agreement. The Company and Xx.
Xxxxx agree that, notwithstanding anything contained in the Nonqualified Stock
Option Agreement, no additional vesting of stock options under such
Nonqualified Stock Option Agreement shall take place, during the Term or
otherwise.
7. Miscellaneous.
(a) Any notice required or permitted to be given under this
Agreement must be sent by certified or registered mail, postage prepaid, to the
Company at 0000 X. Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000-0000, Attn: President,
or to Xx. Xxxxx at the address set forth in the Company's records.
(b) The captions and headings contained in this Agreement are
solely for convenience of reference and will not affect the interpretation of
any provision of this Agreement.
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(c) This Agreement will bind and inure to the benefit of the
parties and their respective successors and assigns. This Agreement will not
be assignable or delegable without the prior written consent of all parties.
(d) This Agreement contains the entire agreement of the parties
with respect to the subject matter of this Agreement. This Agreement may be
altered or amended only by an instrument in writing, duly executed by both
parties.
(e) No waiver of any breach of any provision of this Agreement
will be deemed a waiver of any preceding or succeeding breach or of any other
provision of this Agreement. No extension of time for performance of any
obligations or acts will be deemed an extension of the time for performance of
any other obligations or acts.
(f) This Agreement may be executed in counterparts, both of which
together will be deemed an original of this Agreement.
(g) This Agreement is being entered into among competent persons,
who are experienced in business and have had the opportunity to consult with
counsel.
(h) This Agreement will be construed in accordance with and
governed by the laws of the State of Michigan.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date set forth in the introductory paragraph of this
Agreement.
the "Company": DURAKON INDUSTRIES, INC.,
a Michigan corporation
By: /s/ Xxxxxxx Xx. Xxxxxx
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Xxxxxxx Xx. Xxxxxx
Its: Chairman of the Board of
Directors
"Xx. Xxxxx":
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
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