EXHIBIT 10.29
EMPLOYMENT AGREEMENT
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Exide Corporation ("Exide") desires to retain the services of Xx. Xxxxx Xxxxxx,
whose experience, knowledge and abilities are valuable to the company, and Xx.
Xxxxxx desires to be employed by the company, pursuant to the terms and
conditions set forth in this Outline.
1. DUTIES - Exide will employ Xx. Xxxxxx initially as the Executive
Vice President/CFO, with the powers and duties consistent with that
position. Xx. Xxxxxx will, during the course of his employment with
Exide, perform any additional or different duties and accept
election or appointment to other offices or positions as may be
specified by Exide. Xx. Xxxxxx will devote his full time and his
efforts to the performance of his duties and to the advancement of
the interests of Exide.
2. COMPENSATION - During the first twelve months of his employment with
Exide, Exide will pay Xx. Xxxxxx a salary of not less than
$280,000.00. Xx. Xxxxxx'x salary will be paid in equal installments
on the company's regular payroll dates. Xx. Xxxxxx will have the
opportunity to earn a bonus of up to 150% of his salary each year,
based upon the achievement of performance goals which will be
specified by the company. At the end of six months employment and
assuming Xx. Xxxxxx'x performance is satisfactory, an adjustment of
not less than $300,000.00 will be made to his base salary.
Assuming that Xx. Xxxxxx remains employed with the company, he will
be entitled to a one-time bonus of $50,000.00 on the commencement
date of 18 months with the company.
3. EMPLOYEE BENEFITS - Xx. Xxxxxx will be allowed to participate in and
receive any and all benefits pursuant to any benefit programs,
existing during the term of his employment with Exide, that are
generally available to other executives of the company, including,
among other things, participation in Exide's executive long-term
disability plan and Exide's executive retirement plan. Exide will
provide Xx. Xxxxxx with a suitable automobile for business use. In
addition, Xx. Xxxxxx will be allowed to participate in all life
insurance, hospital, surgical, medical or other group health and
accident benefit plans, the company's annual vacation plan, plan,
and all incentive, pension, bonus or retirement plans as may be in
existence during the term of Xx. Xxxxxx'x employment with Exide, and
for which Xx. Xxxxxx meets the eligibility requirements.
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4. STOCK OPTIONS - On the date of Xx. Xxxxxx'x commencement of
employment with Exide, he will receive 20,000 options of shares of
Exide common stock pursuant to Exide's 1993 Long Term Incentive
Plan, which shall have an exercise price equal to the fair market
value of the common stock on the date of the signature of the
Employment Agreement which shall vest over a five year period at a
rate of 20% per year from the date of the grant. These options shall
expire no later than the tenth anniversary of Xx. Xxxxxx'x
employment commencement date and shall be subject to all of the
terms and conditions of the Plan.
5. TERMINATION - Xx. Xxxxxx'x employment with Exide will terminate upon
the occurrence of any of the following events (1) Xx. Xxxxxx'x death
or permanent disability which cannot be reasonably accommodated; (2)
Xx. Xxxxxx'x discharge for "cause", (3) thirty days after Xx. Xxxxxx
submits written notice of his resignation to the company, or (4)
thirty days after Exide provides written notice of termination to
Xx. Xxxxxx. For the purpose of this Agreement, the term "cause"
means: the conviction of a crime involving moral turpitude; conduct
lending to bring the company into public disgrace or disrepute; or,
substantial failure to perform the duties required of him; but does
not mean Exide's disagreement with any lawful action undertaken by
Xx. Xxxxxx in the good faith exercise of his business judgment.
"Substantial failure to perform the duties required of him" shall
not constitute "cause" unless Exide's Audit Committee shall give Xx.
Xxxxxx a reasonable notice and period to correct the cause giving
rise to such notice prior to termination of employment. Any
termination decision shall be subject to the approval of a majority
vote of the Exide Audit Committee.
If Xx. Xxxxxx'x employment is terminated for any reason other than
reasons (1), (2), or (3) enumerated in paragraph 5 of this Outline,
or if Xx. Xxxxxx terminates employment due to a change in his
position, duties, responsibilities or status, which is inconsistent
with the Executive Vice President/CFO position, duties,
responsibilities, or status, or in the event of a "Change in
Control", as defined in the attached Exhibit A, he shall receive:
(1) income protection of $300,000 payable in monthly increments over
a 12 month period commencing 30 days after the date of termination:
(2) continuation of health insurance coverage under Exide's plan for
Xx. Xxxxxx and his dependents, if such dependents are eligible and
enrolled at the time of his termination, and Xx. Xxxxxx'x benefits
under the Executive Long-Term Disability Plan for a one-year period;
(3) payment of unused vacation leave accrued as of the date of
termination; (4) an allowance of up to $65,000.00 for outplacement
services for Xx. Xxxxxx
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Payable directly to a firm acceptable to Exide; and (5) payment of
all reasonable expenses incurred in relocating. For the purpose of
this Outline, "income protection" means protection for Xx. Xxxxxx in
the event of unemployment. If Xx. Xxxxxx becomes employed at any
time during the 12 month period for a salary equal or greater to his
Exide salary at the time of his departure, Exide's income protection
payments will cease. If Xx. Xxxxxx becomes employed at any time
during the 12 month period, but for a salary of less than his Exide
salary at the time of departure, Exide will make up the salary
difference for the remainder of the 12 month period.
Unless specifically addressed above, in the event of Xx. Xxxxxx'x
resignation, the Audit Committee may, at its discretion, grant him
any one or all of the items 1-5 listed above.
Exide Corporation and Xx. Xxxxx Xxxxxx agree to the terms set forth
in this Outline.
6. LAW APPLICABLE - This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
EXIDE CORPORATION
By: ___________________________
Xxxxxx X. Xxxxxx
9/18/98
By: ___________________________
Xxxxx X. Xxxxxx
9/19/98
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EXHIBIT A
CHANGE OF CONTROL - For purposes of this Agreement, "Change of Control" means
any of the following events:
(a) The acquisition by a person or group of persons acting in concert, of a
beneficial ownership interest in the Corporation, resulting in the total
beneficial ownership of such persons or group of persons equaling or
exceeding 50% of the outstanding common stock of the Corporation; provided,
however, that no such person or group of persons shall be deemed to
beneficially own any common stock held by the Corporation or any of its
subsidiaries or any employee benefit plan for any related trust) of the
Corporation or its subsidiaries. The Change of Control shall be deemed to
occur on the date of the beneficial ownership of the acquiring person or
group of persons first equals or exceeds 50% of the outstanding common
stock of the Corporation.
(b) A change, within any period of twenty-four (24) months or less, in the
composition of the Board of Directors of the Corporation such that at the
end of such period a majority of the directors who are then serving were
not serving at the beginning of such period, unless at the end of such
period the majority of the directors in office were nominated upon the
recommendation of a majority of the board of Directors of the Corporation
at the beginning of such period. The Change of Control shall be deemed to
occur on the date the last director necessary to result in a Change of
Control take office or resigns from office, as applicable.
(c) Approval by the stockholders of the Corporation of a merger, consolidation
or other reorganization having substantially the same effect, or the sale
of all or substantially all the consolidated assets of the Corporation in
each case, with respect to which the persons or group of persons who were
the respective beneficial owners of the common stock immediately prior to
such event do not, following such event, beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding voting
securities of the Corporation resulting from such event, or the corporation
purchasing or receiving assets pursuant to such event. The Change of
Control shall be deemed on the date on which the transaction is approved by
the Corporation's stockholders.
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