EXHIBIT 10.20
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of September 15, 2000 is made by and between
VISTEON CORPORATION, a Delaware corporation ("Visteon") and XXXXXXX X. XXXXXXXX
(the "Executive").
WHEREAS, Visteon desires to employ the Executive and the Executive
desires to be employed by Visteon upon the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the material
covenants herein contained, Visteon and the Executive hereby agree as follows:
1. Employment. Visteon hereby employs the Executive as its
President and Chief Operating Officer, and the Executive hereby accepts
employment by Visteon upon the terms and conditions herein set forth. The place
of employment shall be at Visteon's principal offices in Dearborn, Michigan, or
at such other location as Visteon may designate.
2. Term of Agreement. The term of this Agreement shall commence
as of September 15, 2000 (the "Effective Date") and shall continue in effect
through September 15, 2005; provided, however, that commencing on the first
anniversary of the Effective Date, and on each anniversary of the Effective Date
thereafter, the term shall automatically be extended for one additional year
unless, not later than ninety days prior to each such date, Visteon or the
Executive shall have given notice not to extend the term.
3. Duties. Executive will, during the term hereof, faithfully and
diligently do and perform all such acts and duties and furnish such services as
the Board of Directors or the Chief Executive Officer shall direct, and do and
perform all acts in the ordinary course of Visteon's business (with such limits
as the Board or the Chief Executive Officer may prescribe) necessary and
conducive to Visteon's best interests; and devote his full time, energy and
skill to the business of Visteon and to the promotion of Visteon's best
interests.
4. Compensation. Subject to the provisions of Section 7 hereof,
Visteon shall pay to Executive for all services to be performed during the term
of this Agreement:
(a) Annual Base Salary of $700,000.00 (which may be
increased at Visteon's discretion), payable in monthly installments in
accordance with Visteon's practices, as such practices may be
determined from time to time;
(b) Lump sum cash payment of $595,000.00 payable during
the first calendar quarter 2002;
(c) Long Term Incentive Compensation of 475% of base
salary at target performance delivered as a combination of cash, common
stock and stock options in accordance with Visteon's 2000 Incentive
Plan and based on achievement of Visteon financial and operation goals
over a three year performance period;
(d) Restricted Stock Award of 150,000 shares of Visteon
common stock, vesting after five years of Visteon service;
(e) Stock Options for 50,000 shares of Visteon common
stock, vesting ratably over three years of Visteon service at an
exercise price of fair market value on date of hire;
(f) Cash Signing Bonus of $750,000.00; and
(g) Change in Control Agreement between Visteon and the
Executive dated as of September 15, 2000 providing for certain
severance and other benefits in the event of a termination of the
Executive's employment following a Change in Control of Visteon, a copy
of which is attached hereto as Exhibit A to this Agreement. Nothing in
this Agreement shall be construed to modify or amend the Change in
Control Agreement.
5. Benefits. Executive shall be entitled to participate in such
medical, dental, pension and retirement plans and such other benefit plans and
programs as may be adopted from time to time by Visteon for the benefit of its
employees. In addition, as a replacement for pension benefits Executive would
have received had he continued in service with his former employer, Visteon will
credit two years of service for every year of credited service with Visteon,
with pension benefits in excess of those payable under the qualified pension
plan of Visteon paid from its general assets. Executive shall also be entitled
to participate in Visteon's company vehicle program (currently one executive
vehicle and two lease vehicles) and a $50,000 per year flexible perquisite plan
available to be used for financial planning, home security, annual physical
examination, club or exercise facility dues, or other purposes as may be
specified in the Company plan, as amended from time to time.
6. Disability. In the event that Executive is permanently
disabled, as herein defined, for a continuous period of six months, Visteon may
terminate this Agreement upon written notice to Executive. In the event of such
termination, Executive's compensation as defined in paragraph 4 hereof shall
continue for the lesser of (i) any waiting period set forth in any disability
insurance policy maintained by Visteon and covering Executive, if any, or (ii)
six months after termination of this Agreement. For purposes of this paragraph,
"permanently disabled" shall mean a condition resulting from bodily injury or
disease or mental disorder such that Executive is prevented from performing the
principal duties of his employment. Visteon, in its discretion, based on
competent medical advice, shall determine whether Executive is and continues to
be, permanently disabled for purposes of this paragraph.
7. Termination. This Agreement shall terminate upon the
occurrence of any of the following:
(a) On the date of death of Executive;
(b) On the date that Visteon gives written notice to
Executive that Visteon is terminating the Agreement pursuant to
paragraph 6 hereunder;
(c) On the 90th day after either the Executive or Visteon
gives written notice to the other party of his or its election to
terminate; or
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(d) On the second day after Visteon gives Executive
notice of a written determination by its Board of Directors that
Executive has been guilty of dishonesty, misconduct or willful and
substantial nonperformance of assigned duties, or has otherwise
breached the terms of this Agreement.
In the event of termination, and except as set forth in paragraph 6,
the Executive (or his estate) will be entitled to the annual salary, to the
extent unpaid, set forth in paragraph 4 hereof, prorated from January 1 of the
year of termination to the date of termination; provided, however, except under
the circumstances described in subparagraph 7(d) above, in the event that the
Board of Directors selects a candidate other than the Executive to succeed the
present incumbent as Chief Executive Officer, or in the event that the Board of
Directors makes an affirmative decision that Executive will not succeed to that
position, Executive may elect to terminate employment within three months of the
decision or selection, and receive twelve months base salary; target annual
incentive amount for fiscal year of termination; continuation of life,
disability, accident and health insurance for one year; and immediate vesting of
stock options, restricted shares and long term incentives.
8. Restrictive Covenant. During the term of his employment by
Visteon:
(a) Executive will not engage in, or work for or own,
manage, operate, control or participate in the ownership, management,
operation or control of, or be connected with, or have any financial
interest in, any individual, firm, or corporation or institution
engaged in the same or similar activities to those now or hereafter
carried on by Visteon, other than ownership of less than five percent
of shares of stock in a publicly traded company;
(b) Executive will not interfere with the relationship of
Visteon and any employee, agent or representative; and
(c) Executive will not directly or indirectly divert or
attempt to divert from Visteon any business in which Visteon has been
actively engaged during the term hereof, nor interfere with the
relationships of Visteon with dealers, distributors, sources of supply
or customers.
The provisions of this paragraph shall remain in force for one year following
the termination of this Agreement.
9. Confidentiality and Intellectual Property.
(a) While employed by Visteon, Executive may generate or
be exposed to trade secret, confidential or proprietary information
(hereinafter "Proprietary Information") including, but not limited to,
inventions, future product plans, product designs, products (including
prices, costs, sales or content), drawings, details of Visteon's
operations or marketing, computer programs, flow charts, customers
(including identities of customers or prospective customers and
identities of individual contacts at business entities which are
customers or prospective customers), financial information or measures,
business methods, future business plans, data bases, designs, models,
operating procedures, knowledge of the organization, manufacturing
processes, or any other work
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product of Visteon and all other knowledge, information, documents or
materials owned, developed or possessed by Visteon.
(b) While employed by Visteon, and for a period of ten
years after completion of such employment, Executive agrees not to
disclose, directly or indirectly, any Proprietary Information in any
unauthorized manner or for any unauthorized purpose outside of his
duties on behalf of Visteon. This obligation does not apply to such
Proprietary Information which: (a) is now or subsequently becomes
publicly known or available by publication, commercial use or otherwise
without breach of this agreement by Executive; (b) is subsequently
rightfully furnished to Executive by a third person without restriction
on disclosure; or (c) is delivered to Executive after the expiration of
the employment with Visteon.
(c) Unless authorized by Visteon, Executive will not
remove from the premises of Visteon any property or materials including
any document or thing which comprises Proprietary Information. Further,
upon completion of this assignment or at any time upon the request of
Visteon, Executive agrees to deliver to Visteon all property or
materials within Executive's possession or control including such
documents and things which contain Proprietary Information. Executive
covenants that he will destroy no records of Visteon's.
(d) Executive agrees to assign all right, title and
interest in any Proprietary Information, whether patentable,
copyrightable or not, which is conceived or developed solely or jointly
by Executive while employed by Visteon and which relates in any manner
to the actual or any anticipated business of Visteon, or which was
developed with the use of time, materials, equipment or facilities of
Visteon. Unless authorized by Visteon in writing, Executive will not
pursue patenting or copyrighting any Proprietary Information. Visteon
will have sole ownership in and exclusive rights to all Proprietary
Information which is conceived or developed solely or jointly by
Executive while employed by Visteon and which relates in any manner to
the actual or any anticipated business of Visteon, or which was
developed with the use of time, materials, equipment or facilities of
Visteon. Executive agrees to promptly disclose to Visteon any
Proprietary Information covered by this agreement and, if requested,
promptly execute a specific assignment of title to Visteon and/or a
Visteon designee for such Proprietary Information. Executive agrees to
take all reasonable actions necessary, even after the term of this
employment has ended to enable Visteon to secure such patent, copyright
or other protection in the United States or foreign countries.
Executive reserves no license to any intellectual property rights.
(e) Any materials or software developed or created by
Executive relating to his employment which are protectable under the
laws of Copyright, including written or electronic documents,
illustrations, drawings, notes, models and computer software are to be
considered works made for hire for Visteon and are the sole property of
Visteon if it so fits within that definition in the Copyright Act.
Executive agrees to execute all forms and documents relating to
obtaining and enforcing copyright protection for such material for the
United States and any other countries, even after the term of
employment has ended.
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(f) Executive has no right to use any trademarks owned by
Visteon without the express written authorization of Visteon.
The covenants set forth in this paragraph 9 which are made by Executive
are in consideration of the employment, or continuing employment of, and the
compensation paid to, Executive during his employment by Visteon.
10. Stock Ownership Guidelines. Executive acknowledges that
Visteon expects Executive to acquire five times his base salary in Visteon
common stock by the end of his third year of employment.
11. Additional Remedies. Executive recognizes that irreparable
injury will result to Visteon and to its business and properties in the event of
any breach by Executive of any of the provisions of paragraphs 8 and 9 of this
Agreement or either of them, and that Executive's continued employment is
predicated on the commitments undertaken by him pursuant to said paragraphs. In
the event of any breach of any of Executive's commitments pursuant to paragraphs
8 and 9 or either of them, Visteon shall be entitled, in addition to any other
remedies and damages available, to injunctive relief to restrain the violation
of such commitments by Executive or by any person or persons acting for or with
Executive in any capacity whatsoever.
12. Nonassignment. This Agreement is personal to Executive and
shall not be assigned. Executive shall not hypothecate, delegate, encumber,
alienate, transfer or otherwise dispose of his rights and duties hereunder.
Visteon may assign this Agreement without Executive's consent to any other
entity who, in connection with such assignment, acquires all or substantially
all of Visteon's assets or into or with which Visteon is merged or consolidated.
13. Waiver. The waiver by Visteon of a breach by Executive of any
provision of this Agreement shall not be construed as a waiver of any subsequent
breach by Executive.
14. Severability. If any clause, phrase, provision or portion of
this Agreement or the application thereof to any person or circumstance shall be
invalid or unenforceable under any applicable law, such event shall not affect
or render invalid or unenforceable the remainder of this Agreement and shall not
affect the application of any clause, provision, or portion hereof to other
persons or circumstances.
15. Benefit. The provisions of this Agreement shall inure to the
benefit of Visteon, its successors and assigns, and shall be binding upon
Executive, his heirs, personal representatives and successors, including without
limitation Executive's estate and the executors, administrators, or trustees of
such estate.
16. Relevant Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Michigan.
17. Notices. All notices, requests, demands and other
communications in connection with this Agreement shall be made in writing and
shall be deemed to have been given when delivered by hand or 48 hours after
mailing at any general or branch United States Post Office, by registered or
certified mail, postage prepaid, return receipt requested, addressed as follows,
or to such other address as shall have been designated in writing by the
addressee:
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If to the Company:
Visteon Corporation
Fairlane Plaza North
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx X. Xxx, Senior Vice President, General
Counsel and Secretary
If to the Executive:
Xx. Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxx Xxxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
18. Entire Agreement. This Agreement, together with the Change in
Control Agreement bearing even date herewith in the form of Exhibit A attached
hereto, sets forth the entire understanding of the parties and supersedes all
prior agreements, arrangements, and communications, whether oral or written,
pertaining to the subject matter hereof; and this Agreement shall not be
modified or amended except by written agreement of Visteon and Executive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
VISTEON CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Its: Senior Vice President of Human Resources
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EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
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