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EXHIBIT 10(b)
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of
September, 1996, by and between Riviera Tool Company a Michigan
corporation, hereinafter referred to as "Corporation," and Xxxxxxx X.
Xxxxx, hereinafter referred to as "Employee."
W I T N E S S E T H:
WHEREAS, Corporation will be engaging in the business of design
and construction of tools for the metal stamping business; and
NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth, the parties hereto do promise and agree as follows:
1. EMPLOYMENT. Corporation shall employ Employee and Employee
shall serve Corporation as President and Chief Executive Officer performing
such reasonable duties as are customary to such position and as may from
time to time be directed by the Corporation's Board of Directors. The
Employee's place of employment shall be the present offices of the
Corporation in Grand Rapids, Michigan, or at another location as shall be
mutually agreed upon between the parties. Employee shall devote his full
working time and efforts to the affairs of Corporation.
2. TERM. The term of employment of Employee under this
Agreement shall commence on the closing of S-1 and shall continue for
one fixed term of three (3) years.
3. COMPENSATION. In consideration of the services to be
performed for Corporation by Employee pursuant to Paragraph 1, above,
Corporation shall provide to Employee the following:
A. A base salary of One Hundred Fifty Thousand Eight Hundred and
No/100 Dollars ($150,800.00) per year, subject to being increased in
the discretion of the Board of Directors of Corporation, payable in
installments according to Corporation's regular salaried payroll
policy payment procedures in effect from time to time.
B. Such bonuses as from time to time are determined by the
Corporation but not less than three and one-half percent (3 1/2%) of
the annual consolidated profits of the Corporation, before payment of
or provision for any taxes on
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income or officers' bonuses based upon such income of the Corporation,
and as determined by the regular certified public accountants for the
Corporation according to generally accepted accounting principles
consistently applied.
The amounts to be paid pursuant to this paragraph are prior to
any deductions for withholding, social security taxes or similar payroll
deductions. Corporation's obligation to make such payments and provide
such benefits to Employee shall terminate in the event of termination of
Employee's employment with Corporation for any reason.
4. OFFICE; EXPENSES. Corporation shall provide to Employee such
office space, furniture, materials, supplies and secretarial help as are
necessary or appropriate hereunder. Employee shall be entitled to
reimbursement for all out-of-pocket expenses incurred on behalf of the
Corporation in the conduct of his employment and which are accounted for in
such fashion as may reasonably be required by the Corporation.
5. MEDICAL INSURANCE; FRINGE BENEFITS. Employee shall be
entitled to participate in such medical and health benefit protection, life
insurance coverage, or other fringe benefits as are provided by the
Corporation to its employees generally or its management employees
generally and such other fringe benefits as the Board of Directors may
establish from time to time for the benefit of Employee.
6. TRADE SECRETS. Employee agrees not to divulge (other than in
the normal pursuit of Corporation's business) to any unauthorized person or
to use for other than Corporation's sole benefit at any time while he is
employed and after he is employed by Corporation, the names and addresses
of any past, present or prospective customers of Corporation, or any of
Corporation's procedures, processes, systems, methods, forms and records or
other information of whatever nature acquired by him as an employee, it
being understood that the foregoing are trade secrets of Corporation and
are disclosed to Employee in confidence. For the purposes of this
Paragraph 6, the term "Corporation" shall include Corporation and any
affiliated company.
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7. TERMINATION. The term of employment of Employee hereunder
shall be considered to terminate upon the occurrence of any of the following
(with the provisions in this Paragraph 7 not to be construed as limiting
Corporation's ability to otherwise terminate Employee's employment following the
term hereof).
7.1. DEATH OF EMPLOYEE. The death of Employee.
7.2. DISABILITY OF EMPLOYEE. For purposes of this
Agreement, Employee shall be considered to be disabled if he is
unable to perform his services hereunder for a continuous period
of ninety (90) consecutive calendar days by reason of physical or
mental illness or incapacity. If there is any dispute as to
whether Employee is or was physically or mentally unable to
perform his duties hereunder, such question shall be submitted to
a licensed physician for determination. If the parties cannot
agree upon a licensed physician for purposes of making such
determination within five (5) days after written notice by one
party to the other, then both parties shall each select a
licensed physician who together shall appoint a third licensed
physician who will then make such determination. The
determination of such physician as to such mental or physical
condition of Employee shall be binding and conclusive upon the
parties. A disability shall be considered as a continuing
disability unless Employee returns to full-time employment
rendering all of the duties of his position pursuant to Paragraph
1, above, for a period of sixty (60) consecutive calendar days.
7.3. THE COMMISSION OF A PROHIBITED ACT BY EMPLOYEE. A
prohibited act shall be any of the following if committed by
Employee directly or indirectly without the prior written
approval of an officer of Corporation:
(a) Commission of an act of dishonesty or gross
negligence involving Corporation;
(b) Disclosure to an unauthorized person of the
information described in Paragraph 6, above, or of any
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other information which would be beneficial to a business
competitive with Corporation or which could be materially
disadvantageous to Corporation;
(c) Rendering advice or assistance to a business
competitive with Corporation;
(d) Becoming a proprietor who or a shareholder,
officer or director of a corporation, or a member of a
partnership or trustee of a trust which conducts a business
competitive with Corporation, or an employee or agent
thereof;
(e) For purposes of subparagraphs (b), (C) and (d),
above, a business competitive with Corporation is any
business, firm or entity engaged directly or indirectly in
any business now or hereafter engaged in by Corporation, or
any company affiliated therewith.
7.4. AGREEMENT. By mutual agreement of the parties.
7.5. DISMISSAL. Dismissal of employee by Corporation or
termination of services by Employee after the expiration of the
original term hereof.
8. INSURANCE. Corporation shall have the right to insure its
obligation hereunder and to obtain such key man life insurance on the Employee
as it deems necessary or appropriate and Employee agrees to cooperate as may be
necessary or appropriate in order to obtain such insurance.
9. ARBITRATION. All claims, disputes and other matters in
question between the parties to this Agreement arising out of or relating to
this Agreement or the breach thereof, other than under Paragraph 7 hereof, shall
be decided by arbitration in accordance with the Commercial Disputes Arbitration
Rules of the American Arbitration Association then obtaining. Notice of the
demand for arbitration shall be filed in writing with the other party to this
Agreement and with the American Arbitration Association. The award rendered by
the arbitrator shall be final and judgment may be entered upon it in accordance
with
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applicable law in any court having jurisdiction thereof. Arbitration
hereunder shall take place in Grand Rapids, Michigan.
10. WAIVER OF BREACH. The waiver by Corporation of the breach
of any of the provisions of this Agreement by Employee shall not be deemed
a waiver by Corporation of any subsequent breach.
11. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
12. GOVERNING LAW. This Agreement is made in the State of
Michigan and shall be interpreted in accordance with the laws thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day, month and year first above written.
RIVIERA TOOL COMPANY
By:
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Xxxxxxx X. Xxxxx
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