EXHIBIT 10(B)8
CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE
This is a Confidential Severance Agreement and Release ("Agreement")
between GENTEX CORPORATION and XXXXX XXXX. XX. XXXX'X last day of work as
Executive Vice President on Gentex was April 12, 2006. This Agreement sets forth
the terms for XX. XXXX'x separation from employment with GENTEX.
TERMS
1. SEVERANCE DATE. XX. XXXX'x employment with GENTEX will terminate
effective October 15, 2006, or on the date that XX. XXXX begins employment for
another person or entity, whichever comes first. ("Severance Date"). Employment
shall include self employment through consulting or operating a business in
which he has an ownership interest, as well as traditional employee status as
defined by I.R.S. regulations and shall exclude de minimis project amounts (less
than $1000 per project) for personal services. The Severance Date may be
extended to December 22, 2006, or on the date XX. XXXX begins employment for
another person or entity whichever comes first provided that XX. XXXX executes
the ADEA waiver attached to this Agreement.
2. COMPENSATION. XX. XXXX'X current salary as of April 12, 2006 ($4,540 per
week), his health insurance including, life insurance, dental and LTD, Holiday
pay, Employer Payroll Taxes, 401k Plan Employer match and company automobile
with insurance will continue to be provided until the Severance Date. All other
benefits terminate immediately upon execution of this Agreement, except as
specifically indicated in this Agreement. XX. XXXX agrees to promptly return the
automobile to Gentex's Zeeland headquarters on or before the Severance Date.
3. PERIOD OF TRANSITION AND COOPERATION. XX. XXXX agrees to make himself
reasonably available to, and to cooperate with, GENTEX with respect to
transitioning information and responsibilities to persons designated by GENTEX,
through the severance period. XX. XXXX will have no authority to act on behalf
of XXXXXX.
0. RETURN OF COMPANY PROPERTY. XX. XXXX acknowledges and agrees that he
will immediately surrender to GENTEX all Company property and records, including
but not limited to all business leads and opportunities, confidential and
proprietary information and trade secrets, that are in his possession or
control, and attests that he has not retained any originals or copies of any
Company records, whether in paper, electronic or other form.
5. QUARTERLY PROFIT SHARING BONUS. XX. XXXX will be eligible for any
Quarterly Profit Sharing Bonuses for which the eligibility date occurs prior to
or on the Severance Date.
6. STOCK OPTIONS. XX. XXXX may exercise any stock options which are or
become vested prior to the Severance Date, in accordance with any agreements and
policies for exercising such options.
7. RESTRICTED STOCK GRANT. All outstanding grants are forfeited as up April
12, 2006. XX. XXXX will immediately surrender to GENTEX all restricted stock
certificates.
8. VACATION PAY. XX. XXXX'X accrued vacation pay as of April 12, 2006 (169
hours) will be paid as of the severance date and no additional vacation pay will
accrue.
9. RELEASE. Except as prohibited by law, XX. XXXX releases GENTEX, along
with its shareholders, owners, directors, officers, employees, agents, insurers,
and representatives from any and all federal, state and local administrative,
judicial, common law, equitable, and/or statutory claims, causes of action,
remedies and damages of whatever kind or nature, whether known or unknown, and
which arose from or relate to his employment or separation from employment with
GENTEX.
10. CONFIDENTIAL AND PROPRIETARY INFORMATION. XX. XXXX agrees that he will
not use for his benefit or for the benefit of others, nor will he disclose to
any third party any of GENTEX'S confidential, proprietary or trade secret
information. Further, XX. XXXX agrees that the GENTEX CORPORATION EMPLOYMENT
AGREEMENT which he signed on November 13, 2000, shall continue to be in full
force and effect (attached).
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11. NON-COMPETE PROVISION. XX. XXXX agrees that he will not obtain
employment with any competitor of GENTEX, including but not limited to
Magna-Xxxxxxxx or any affiliates, in accordance with the GENTEX Corporation
Employment Agreement which he signed on November 13, 2000 and the
Post-employment Competition agreement in the GENTEX Corporation Grant Agreement
which Xx Xxxx has signed.
12. CONFIDENTIALITY. XX. XXXX agrees that a material condition of this
Agreement is that he and his agents keep the terms and content of this Agreement
confidential. However, XX. XXXX may disclose the terms and content of this
Agreement to his attorney, and/or accountant, his spouse provided they agree to
abide by this Confidentiality provision, to federal, state, or local agencies
that with valid jurisdiction which inquire about this Agreement, or as may be
lawfully ordered by a court of competent jurisdiction. This agreement will also
be kept confidential from the media analysts and all competitors.
GENTEX CORPORATION will also keep confidential all information regarding
this agreement except necessary to the Gentex top leadership, legal counsel and
auditors and as otherwise required by law or SEC regulations.
13. NON-DISPARAGEMENT AND NON-INTERFERENCE. XX. XXXX agrees that he will
not disparage, criticize, condemn, or impugn GENTEX, its related and affiliated
companies, their products nor any of the other persons released through this
Agreement. In addition, XX. XXXX agrees that he will not directly or indirectly
interfere with, adversely affect, or attempt to interfere with or adversely
affect, GENTEX'S business relationships, reputation, contracts, pricing or other
relationships that GENTEX has with its former, current or prospective customers,
suppliers, clients, employees, businesses, media, analysts, competitors,
financial institutions, stockholders or others persons or entities with whom
GENTEX interacts or relates.
GENTEX agrees that it will not disparage, criticize, condemn, or impugn Xx.
Xxxx.
14. COMPLETE AGREEMENT. This Agreement is the complete agreement between
the parties with respect to the subject matter of this Agreement, and, except as
expressly stated otherwise in this Agreement, supersedes all prior employment
agreements, understandings or other agreements between the parties, whether oral
or written, dealing with the same subject matter.
15. MODIFICATION. No modification of this Agreement will be enforceable,
unless it is in writing, signed by XX. XXXX and the CEO of XXXXXX.
00. VOLUNTARY AND KNOWING CONSENT. XX. XXXX attests that he signed this
Agreement voluntarily, understands its content, meaning and effect, and had the
opportunity to consult advisors of his choice prior to signing this Agreement.
17. NON-ADMISSION OF LIABILITY. By entering into this Agreement, both
parties acknowledge that there was no violation of the legal rights or
responsibilities of the other by either party in the end of Xx. Xxxx'x work as
Executive Vice President at GENTEX Corporation, the severance of the employment
relationship or the events giving rise to that separation.
18. SEVERABILITY. If any term, clause, or provision of this Agreement is
deemed unlawful, void, or otherwise unenforceable or invalid by a competent
tribunal, that term, clause or provision shall be modified to make it
enforceable to the maximum extent permitted by law. If not enforceable to any
degree, then only that term, clause, or provision shall be deemed ineffective
and removed from this Agreement. The other provisions of this Agreement shall
remain in full effect, to the maximum extent permitted by law.
19. BINDING EFFECT. This Agreement shall be binding upon the parties, their
spouses, family, heirs, administrators, successors, and assigns.
20. ARBITRATION. With the exception of claims to enforce paragraphs 4
(Return of Company Property), 10 (Confidential and Proprietary Information,
including the attached Employment Agreement), 11 (Non-Compete Provision), 12
(Confidentiality) and 13 (Non-Disparagement and Non-Interference), the parties
agree that any dispute or breach arising from or relating to this Confidential
Severance Agreement and Release shall be resolved through arbitration. Any
demand for arbitration must be made in writing and must be received by the other
party within 30 calendar days of the date the demanding party knew or should
have known of the alleged dispute or breach. The parties agree that any claim
not timely filed under this arbitration procedure is waived. If GENTEX demands
arbitration, it shall mail written notice to XX. XXXX'X last known home
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address. If XX. XXXX demands arbitration, he shall address such demand to the
CEO of GENTEX and mail it to the Company's corporate headquarters in Zeeland,
Michigan. The parties will attempt to promptly agree on a single arbitrator to
hear the dispute. If agreement on an arbitrator cannot be reached within 30
calendar days, either party may request a panel of arbitrators from the American
Arbitration Association. Any agreed-upon or selected arbitrator shall apply the
AAA's National Rules for the Resolution of Employment Disputes. The arbitrator
shall have subpoena power and have the authority to grant a reasonable period of
discovery prior to the arbitration hearing. Discovery may be conducted through
any means permitted under the Michigan Court Rules. The laws of the State of
Michigan shall apply. Any AAA fees and the costs and expenses of the arbitrator
shall be shared equally by the parties. Each party shall be responsible for his
own attorney fees, expert witness fees and other expenses associated with
arbitration. The decision of the arbitrator shall be final and binding. Judgment
may be entered by a court of competent jurisdiction in accordance with the
arbitrator's decision and the Michigan court rules. If a party refuses to
arbitrate or to abide by the arbitrator's decision, the other party may seek a
court order from a court of competent jurisdiction to compel the other party to
arbitrate or to comply with the arbitrator's decision. The arbitration hearing
shall be held in Grand Rapids, Michigan, or such other location mutually agreed
to by the parties.
21. GOVERNING LAW AND JUDICIAL CLAIMS. This Agreement shall be construed
according to the laws of the State of Michigan. The parties agree that the only
courts with competent jurisdiction to hear claims to enforce paragraphs 4
(Return of Company Property), 10 (Confidential and Proprietary Information), 11
(Non-Compete Provision), 12 (Confidentiality) and 13 (Mutual Non-Disparagement
and Non-Interference) are those state and federal courts situated in and having
jurisdiction over claims in Ottawa County, Michigan.
/s/ Xxxxx Xxxx Date: May 4, 2006
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XXXXX XXXX
GENTEX CORPORATION
/s/ Xxxx Xxxxx Date: May 8, 2006
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XXXX XXXXX, CEO
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AGE DISCRIMINATION IN EMPLOYMENT ACT WAIVER
Xx. Xxxx specifically releases any claims he may have under the federal Age
Discrimination in Employment Act ("ADEA"). In conjunction with the release of
ADEA claims, Xx. Xxxx acknowledges he has been advised to consult with an
attorney prior to signing this Waiver, that he has been provided twenty-one (21)
days within which to consider the waiver, that he understands that the ADEA
waiver will not apply to actions arising after the date this Waiver is signed,
and that he has seven (7) days after signing this Waiver to revoke the ADEA
Waiver, by providing written notice to Xx. Xxxxx Los, at Gentex's Zeeland,
Michigan headquarters.
If this release is signed on or before May 22, 2006, Xx. Xxxx will be
entitled to severance benefits through December 15, 2006, or on the date Xx.
Xxxx begins employment for another person or entity whichever comes first.
DATE MAY 4, 2006 /s/ XXXXX XXXX
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XXXXX XXXX
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GENTEX CORPORATION
EMPLOYMENT AGREEMENT
In consideration of, and as a condition of employment by Gentex Corporation
(the "Company"), the undersigned, intending to be legally bound, agrees as
follows:
1. I agree not to disclose any of the Company's confidential business
information and/or trade secrets to any entity or person outside of the employ
of the Company, nor use such information for my own benefit, whether during or
subsequent to my employment with the Company. As used herein, confidential
business information includes, but is not limited to, information learned by me
during my employment of the following types relating to the Company or any
subsidiary or affiliated corporation or entity: the identity of, or other
pertinent information with respect to actual or potential customers or customer
contacts; bidding and pricing strategies and policies; market studies,
penetration data or other market information; sales and marketing plans, program
and strategies; sales, costs, and other financial data; research and development
activities, information and plans; plans for new products or services, methods,
practices, procedures, processes and formulas with respect to manufacture,
assembly, design or data processing; sources of supply for products, components
and services; and any other secret process, formulas or methods. I understand
that my obligation to maintain such confidentiality regarding any item of such
information shall extend until that item is made public by the Company,
regardless of whether I remain employed by the Company.
2. I agree that any invention and/or improvement and any copyrightable
material which I may conceive, make, invent or suggest, either solely or jointly
with others, during my employment by the Company relating to any matter or thing
which may be connected in any way with my work or the business of the Company,
existing or anticipated, shall be the exclusive property of the Company, and I
agree to promptly disclose the same to the Company. At the Company's request and
without additional compensation, I agree to assign to the Company, during my
employment or thereafter, all of my rights with respect to any such inventions,
improvements and copyrightable material, as well as any United States and/or
foreign patent applications and/or patents granted thereon, and I agree to
execute and deliver to the Company any instruments and documents pertaining to
such matters that the Company may consider necessary or helpful in connection
with the perfection of its rights therein. All expenses incident to the filing
of applications or other efforts to perfect or protect such rights shall be
borne by the Company without expense to me.
3. For a period of one year following termination of my employment with the
Company, I agree not to engage in competition with the company on my own behalf
and not to accept any position with any person or entity which is then, or is
about to engage in competition with the Company, whether as an employee,
partner, agent, officer, director or consultant, or other similar capacity,
regardless of whether compensation is received, anywhere in the world. Further,
for a period of one year following termination of my employment, I agree not to,
in any manner, solicit, recruit or hire any Gentex employees for any type
employment or business relationship with myself or with any other person(s) or
entity without prior written permission from Gentex. Notwithstanding the
foregoing, in the event of a "hostile change in control" of the Company, this
obligation to refrain from competition shall be canceled and be of no force or
effect. As used herein, "hostile change in control" shall mean: (i) the
acquisition or accumulation of twenty percent (20%) or more of the Company's
outstanding shares of common stock by any person, entity, or group, pursuant to
a published offer to the Company's shareholders, or any merger or consolidation
with any other corporation, where the transaction in question was not either
initiated by the Company or certified as "friendly" in a resolution by the
Company's Board of Directors passed by the affirmative vote of at least eighty
percent (80%) of all directors; or (ii) the election of a director or directors
not endorsed by the Company's Board of Directors.
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4. I acknowledge that my execution of this Agreement is required by the
Company as a condition of my becoming an employee, and that this Agreement
supersedes any and all prior employment agreements between me and the Company,
whether verbal or written, expressed or implied. I further acknowledge that my
employment by the Company is an employment at will, whereby the employment may
be terminated either by me or the Company at any time, with or without notice,
for any reason or for no reason.
5. I acknowledge and agree that any violation of my obligations under this
Agreement will cause the Company irreparable harm entitling the Company to
obtain injunctive relief from a court to prevent violation, and I agree to
exclusive jurisdiction and venue of the courts seated in Kent County, Michigan
for the resolution of any dispute hereunder. I further agree that in the event
any provision of this Agreement is determined to be unenforceable by a court due
to its geographic scope or length of time, such provision shall not be held
unenforceable but shall be deemed modified to such extent as the court shall
deem reasonable and enforceable.
6. Upon termination of my employment relationship with the Company, I agree
to immediately deliver to the Company all notes, memoranda, drawings,
blueprints, inventions, supplier information and other documents or compilations
of material, as well as all samples, materials, prototypes or other tangible
things relating to the Company's business. I further agree that I will not make
or retain any copies or duplicates or any such documents or materials after the
termination of my employment.
7. I understand and agree that this Agreement shall inure to the benefit of
the Company and its successors and assigns, and shall be binding upon my heirs
and personal representatives, to the extent they act in my behalf.
IN WITNESS WHEREOF, I have executed this Agreement on this 13 day of November,
2000.
WITNESS:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxx
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EMPLOYEE
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