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EXHIBIT 10.13 (A)
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT ("Amendment No. 1") dated
August 1, 2000 between ADVANCED
ACCESSORY SYSTEMS, LLC, a Delaware
limited liability company (the "Company") and
XXXXXXX X. XXXXXX (the "Executive").
RECITALS:
WHEREAS, the Executive and the Company are party to an amended and
restated employment agreement (the "Employment Agreement") dated as of September
30, 1999.
WHEREAS, each of the Executive and the Company desire to amend the
Employment Agreement as set forth herein in order to modify the provisions
relating to termination of the Executive.
NOW, THEREFORE, for good an valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms
used in this Amendment No. 1 shall have the meaning ascribed to them in the
Employment Agreement.
2. Amendment to Section 8. The last sentence of Section 8 is hereby
amended to add the following immediately after "(e) resignation":
"(other than a Resignation for Good Reason under the
circumstances specified in the final sentence of Section 10(b)."
3. Amendment to Section 10(b). Section 10(b) is hereby amended by
deleting it and replacing it with the following:
"(b) Upon the termination of the Executive's employment hereunder
due to a Termination Without Cause, neither the Executive nor his beneficiary or
estate shall have any further rights or claims against the Company under this
Agreement except the right to receive (i) the amounts set forth in Section
10(a), (ii) the prorated portion of any bonus earned by the Executive in such
year under any Company incentive compensation plan in which the Executive
participates, (iii) the Base Salary through the date which is twelve (12) months
from the Termination Date, payable in such installments over the applicable
period as the base salary is generally paid to the Executive, and (iv) the costs
to the Executive under COBRA to receive insurance coverage from the Company
during the period commencing on the Termination Date through the date which is
the earlier to occur of (1) the date which is 12 months from the Termination
Date and (2) the day prior to the date on which the Executive shall be included
in any insurance program provided by any other employer. In the event that a
Termination Without Cause or a Resignation for Good Reason shall occur within
six (6) months after the effective date of a Change of Control, the Executive
shall be entitled solely to the same benefits set forth in this Section 10(b)
except that all references to 12 months shall be deemed to be references to 18
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months. The Executive shall have no duty to mitigate the Company's obligations
under this Section 10(b).
(c) As used herein, "Resignation for Good Reason" means a
resignation by the Executive due to: (i) a 15% or larger reduction in the Base
Salary, bonus opportunity and benefits (excluding profit sharing) in the
aggregate; (ii) assignment to the Executive of any duties inconsistent in any
material respect with his position, status, offices, titles and reporting
relationships, authority, duties or responsibilities, or any other action by the
Executive's employer (including any successor to the Company) that results in a
significant diminution in his position, status, titles, reporting relationships,
authority, duties or responsibility; or (iii) the Executive's employer's
(including any successor to the Company) requiring him (without his consent) to
relocate to a job location outside the Southeast Michigan area, in each case,
within six (6) months after the effective date of a Change in Control. As used
herein, "Change in Control" means any of: (i) a sale by the Company of all or
substantially all of its assets; (ii) a sale or other transfer (whether
directly, by merger, or otherwise) of more than 50% of the Company's outstanding
membership units to one or more Third Parties in a single transaction or a
series of related transactions; or (iii) the Board's determination, by a
majority vote, that a Change in Control has occurred or is about to occur. As
used herein, "Third Party" means any person or entity that is not directly or
indirectly a Member of the Company as of August 1, 2000."
4. Effective Date. In accordance with the Section 21 of the Employment
Agreement, this Amendment No. 1 will become effective upon its execution by the
Executive and the Company.
5. No Other Amendments. Except as expressly provided in this Amendment
No. 1, the Employment Agreement remains in full force and effect in accordance
with its terms.
6. Governing Law. This Amendment No. 1 shall be construed in accordance
with and governed by the internal laws of the State of Michigan applicable to
agreements made and to be performed entirely within such State without regard to
conflicts of laws principles thereof.
7. Counterparts. This Amendment No. 1 may be executed in any number of
original or facsimile counterparts, and each such counterpart hereof shall be
deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to the Employment Agreement on the date first above written.
ADVANCED ACCESSORY SYSTEMS, LLC
By: /s/ F. XXXX XXXXX
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Name:
Title:
/s/ XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
