EXHIBIT 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of September 27, 1999 by and between OAKWOOD HOMES CORPORATION, a North Carolina
corporation (the "Company"), and XXXXXXXX X. ST. XXXXXX ("Executive").
STATEMENT OF PURPOSE
The Company desires to secure Executive's employment and participation
in the business of the Company in the manner hereinafter specified and to make
provision for payment of reasonable and proper compensation to Executive for
such services. Executive is willing to be so employed by the Company and to
perform the duties incident to such employment upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the aforesaid Statement of Purpose,
the terms and provisions of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto mutually consent, covenant, represent, warrant and agree as
follows:
1. Employment. During the term of this Agreement as provided in
paragraph 2 below (the "Term"), the Company agrees to employ Executive, and
Executive agrees to be employed by the Company, with the duties and
responsibilities hereinafter set forth, subject to the other terms and
conditions of this Agreement. Executive shall perform such services during
regular business hours as may be assigned to him from time to time by the Chief
Executive Officer of the Company or the Board of Directors of the Company.
2. Term. This Agreement shall commence as of October 1, 1999 and shall
terminate at the close of business on September 30, 2002, unless earlier
terminated as follows:
(i) Death. Executive's employment hereunder shall terminate
automatically upon Executive's death.
(ii) Disability. The Company may terminate Executive's employment
hereunder upon the determination by the Company of the
"Disability" (as defined below) of Executive, said termination
to be effective as of the date of such determination.
(iii) Cause. The Company may terminate Executive's employment
hereunder at any time for "Cause" (as defined below) upon
giving Executive notice of such termination, said termination
to be effective as of the date specified in such notice.
For purposes of this Agreement, the following terms shall have the following
meanings:
"CAUSE" means Executive's termination of employment with the Company as
the result of (i) an act or acts of dishonesty on the part of Executive
constituting a felony and resulting or intended to result in
substantial gain or personal enrichment at the expense of the Company,
or (ii) a willful and substantial breach by Executive of Executive's
duties to the Company after written notice to Executive of such breach
and failure to correct within thirty (30) days, which such breach has
caused substantial injury to the Company. In no event shall Executive's
termination of employment with the Company be considered to have been
for Cause if such termination took place as a result of (i) Executive's
bad judgment or negligence or (ii) any act or omission without intent
of gaining a profit to which Executive was not legally entitled or
(iii) any act or omission believed by Executive in good faith to have
been in, or not opposed to, the interests of the Company.
"DISABILITY" means "Disability" under and as defined in the Oakwood
Homes Corporation Key Employee Stock Plan.
3. Compensation and Benefits. Subject to the terms of this Agreement,
and except as otherwise expressly provided herein, until the termination of
Executive's employment hereunder, the Company shall pay compensation and provide
benefits to Executive as follows:
(i) Salary. The Company shall pay to Executive a base salary (the
"Salary") at an annual rate of Two Hundred Thousand Dollars
($200,000). Salary shall be payable at such intervals as shall
be in conformity with the Company's practices, as such
practices shall be established or modified from time to time.
(ii) Reimbursements for Incidental Expenses. The Company shall
reimburse Executive for certain incidental expenses approved
by the Company, which such reimbursements shall not exceed
Twenty Thousand Dollars ($20,000) for each twelve (12) month
period during the Term commencing on October 1 and ending on
September 30.
(iii) Employee Benefits. Executive shall be entitled to participate
in such medical, dental, disability, hospitalization, life
insurance, profit sharing and other benefit plans or programs
as the Company shall maintain from time to time generally for
the benefit of full-time employees of the Company, on the
terms and subject to the conditions set forth in such plans or
programs.
(iv) Supplemental Retirement Benefits. The Company and Executive
entered into an Amended and Restated Executive Retirement
Benefit Agreement dated December 31, 1991 (the "Retirement
Agreement"), pursuant to which Executive (or his beneficiary
in the case of his death) may become eligible for certain
benefits payable over a fifteen year period following his
retirement from the Company or his death prior to retirement.
The Retirement Agreement is hereby terminated. In lieu of the
benefits
Executive would have otherwise been entitled to under the
Retirement Agreement, the Company shall pay Executive one
hundred eighty (180) monthly payments of Thirty-Three Thousand
Three Hundred Thirty-Three and 33/100 Dollars ($33,333.33)
each commencing on the first day of the calendar month
following the calendar month in which Executive's employment
with the Company is terminated. Notwithstanding the foregoing,
Executive may irrevocably elect at any time on or before
January 31, 2000, on a form furnished by the Company, to be
paid such supplemental retirement benefits in a single cash
payment payable on or before (at the Company's option)
December 31, 2000. The amount of such single cash payment
shall equal the present value as of the month of payment of
the monthly payments beginning April 1, 2000 calculated using
a six percent (6%) discount rate. In the event of Executive's
death prior to the payment of all amounts due to Executive
under this paragraph 3(iv), the remaining payment(s) shall be
made to such beneficiary(ies) as Executive may designate to
the Company in writing as and when such payments would have
otherwise been made to Executive had he not died.
4. Miscellaneous.
(a) Payments of benefits under this Agreement shall be subject to any
applicable payroll and withholding taxes.
(b) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form
and substance reasonably satisfactory to Executive, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no succession had taken place. As
used in this Agreement, "Company" shall mean the Company as defined above and
any successor to its business or assets which executes and delivers the
agreement provided for in this paragraph 4(b) or which otherwise becomes bound
by all of the terms and provisions of this Agreement by operation of law.
(c) The right of Executive to any compensation under this Agreement may
not be assigned, pledged or transferred by Executive. To the extent Executive
acquires a right to receive compensation under this Agreement, such right shall
be no greater than the right of any unsecured general creditor of the Company.
Nothing contained herein shall be deemed to create a trust of any kind or any
fiduciary relationship between the Company and Executive.
(d) Should any provision of this Agreement be declared invalid or
unenforceable as a matter of law, such invalidity or unenforceability shall not
affect or impair the validity or enforceability of any other provision of this
Agreement or the remainder of this Agreement as a whole.
(e) This Agreement constitutes the entire Agreement and sets forth all
the terms of the understanding between the parties hereto with respect to the
subject matter hereof, and any
amendment, change or modification in any provision of this Agreement or any
waiver of this Agreement shall be in writing signed by the parties hereto.
(f) The section headings inserted in this Agreement are for convenience
of reference only and shall not be deemed to have any legal effect whatsoever on
the interpretation of this Agreement.
(g) This Agreement shall be governed, enforced and construed according
to the laws of the State of North Carolina.
(h) This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective heirs, personal
representatives, and permitted successors and assigns.
(i) No provision of this Agreement shall be deemed to restrict the
absolute right of the Company, at any time, to sell or dispose of all or any
part of its assets, or reconstitute the same into any one or more subsidiary
corporations, or to merge, consolidate, sell or to otherwise dispose of said
subsidiary corporation or any of the assets thereof.
(j) This Agreement is executed in duplicate originals, one of which is
being retained by each of the parties hereto, and each of which shall be deemed
an original hereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above set forth.
OAKWOOD HOMES CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Director
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EXECUTIVE:
/s/ Xxxxxxxx X. St. Xxxxxx
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Xxxxxxxx X. St. Xxxxxx
