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EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Contract made between XXXXXX X. XXXXXXXX ("Employee"), whose
address is 0000 Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, and REYNARD MOTORSPORT, INC.,
a Delaware corporation with its principal place of business at 0000 Xxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000, and its subsidiaries and
affiliates (the "Company").
In consideration of the mutual covenants and promises, hereinafter set
forth, the parties hereto agree as follows:
RECITALS
WHEREAS, Company is currently undergoing an initial public offering of
its common stock, and
WHEREAS, Company is desirous of employing Employee pursuant to the
terms and conditions and for the consideration set forth in this Agreement, and
WHEREAS, Employee desires to be employed by the Company in the
executive capacity described below pursuant to the terms and conditions and for
the consideration set forth in this Agreement:
NOW, THEREFORE, in consideration for the mutual covenants and promises
contained herein, the Company and Employee hereby agree as follows:
SECTION ONE
EMPLOYMENT
The Company hereby employs Employee as its Chief Financial Officer.
Employee shall at all times discharge his duties in consultation with and under
the supervision of the Company's Board of Directors ("Board"). The Company
through its Board may modify or realign Employee's duties and responsibilities
in a manner consistent with the office of Chief Financial Officer as it deems
necessary during the term of this Agreement. Employee's office shall be located
in Southeastern, Michigan, USA, or such other location as is mutually agreed
upon by Employee and the Board.
SECTION TWO
BEST EFFORTS OF EMPLOYEE
Employee agrees that he will diligently and conscientiously devote his
full and exclusive time and attention and best efforts in discharging all of the
duties that may be required of or from
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him pursuant to the express and implicit terms hereof. Employee acknowledges
that he is obligated to manage the business of the Company in a sound and
business-like manner and in conformity with all laws and regulations governing
the conduct of the business of the Company. Employee may, with prior approval of
the Company's Board, serve as a director for other corporations so long as doing
so does not interfere with his ability to effectively manage the business of the
Company.
SECTION THREE
TERM
This Agreement shall commence ____________, 1999 and shall continue for
a term of three (3) years from the date hereof, unless otherwise terminated in
accordance with the provisions of SECTION FIVE hereof. This Agreement may be
extended for additional periods upon the mutual written agreement of the
parties.
SECTION FOUR
COMPENSATION
A. Effective __________, 1999, the Company shall pay Employee at an
annual base rate of $225,000, payable monthly on the last day of each month
(reduced by applicable state and federal taxes and other appropriate
deductions). The base salary shall be increased to an annual base salary of
$250,000, effective January 1, 2000, and $275,000 effective January 1, 2001, and
may be changed by mutual agreement of the parties at any time during the term of
this Agreement.
B. In addition to his base salary, Employee shall be eligible to
receive an annual incentive bonus as determined by the Board in an amount of not
less than $50,000 for 1999, payable before December 31, 1999 with respect to
2000 and 2001, the Board and Employee shall agree on a bonus plan based on
established objective goals related to gross revenues, net income and other
measures of Company performance.
C. Employee shall be entitled to annual vacation of 25 days plus United
States holidays and to receive employee and fringe benefits including but not
limited to any employee benefit plan, health and medical insurance, disability,
accident, life insurance, and profit sharing plan (the Company's "Plans") as
Company may allow or provide to other similarly situated employees in accordance
with policies adopted from time to time by the Board of Directors.
Company shall reimburse Employee for expenses necessarily and
reasonably incurred by him in travel at the same level as the President of the
Company, reimburse all office expenses, telephone (including cellular) car
allowance and such other benefits as determined by the Board as applicable to
executive officers. Employee shall submit such proofs of expense for which
reimbursement is claimed in writing as Company may reasonably require.
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SECTION FIVE
TERMINATION
A. The Company reserves the right to terminate the employment of
Employee at any time without cause. However, except as provided in SECTION FIVE
B. below, if such termination occurs prior to the end of the term, Employee
shall be entitled to his base salary, insurance coverage and any bonus to which
Employee is eligible, as set forth in SECTION FOUR A. until the end of the term,
provided that Employee remains in compliance with the terms and conditions of
this Agreement. For purposes of this Agreement, "termination by the Company"
shall include the Company requiring Employee to relocate outside of southeastern
Michigan or diminishing his title and duties with the Company. During any period
of time in which Employee's base salary is continued pursuant to this SECTION
FIVE, Employee agrees that he shall make himself reasonably available to render
consulting services, as requested by the Company, from time to time until such
time as he may become employed on a full-time basis elsewhere.
B. Notwithstanding the other provisions of this Agreement, the Company
shall be entitled to terminate this Agreement immediately and without notice if,
at any time during this Agreement, Employee refuses, without cause, to perform
his assigned duties, is convicted or pleads guilty or nolo contendere to any
felony or any charge involving a crime involving moral turpitude, is adjudicated
bankrupt or files a petition for bankruptcy, or materially breaches the
provisions of SECTION SIX or SEVEN of this Agreement. In such case, the Company
shall only be obligated to pay Employee any base salary due (prorated on a daily
basis) to the date of the breach or other occurrence.
C. In the event that Employee's employment is terminated for any
reason, Employee shall not be eligible to participate in any severance pay plan
established by the Company for its employees.
SECTION SIX
OWNERSHIP AND PROTECTION OF INFORMATION
A. All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during
Employee's employment by Company (whether during business hours or otherwise and
whether on Company's premises or otherwise) and that relate to Company's
business, products or services (including, without limitation, all such
information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the
identity of key contacts with customer's organizations or within the
organization of acquisition prospects, or marketing and merchandising
techniques, prospective names, and marks) shall be disclosed to Company and are
and shall be the sole and exclusive property of Company. Moreover, all drawings,
memoranda, notes, records, files,
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correspondence, manuals, models, specifications, computer programs, maps and all
other writings or materials of any type embodying any of such information,
ideas, concepts, improvements, discoveries, and inventions are and shall be the
sole and exclusive property of Company.
B. Employee acknowledges that the business of Company and its
affiliates is highly competitive and that their strategies, methods, books,
records, and documents, their technical information concerning their products,
equipment, services, and processes, procurement procedures and pricing
techniques, the names of and other information (such as credit and financial
data) concerning their customers and business affiliates, all comprise
confidential business information and trade secrets which are valuable, special,
and unique assets which Company or its affiliates use in their business to
obtain a competitive advantage over their competitors. Employee further
acknowledges that protection of such confidential business information and trade
secrets against unauthorized disclosure and use is of critical importance to
Company or its affiliates in maintaining their competitive position. Employee
hereby agrees that Employee will not, at any time during or after his or her
employment by Company, make any unauthorized disclosure of any confidential
business information or trade secrets of Company or its affiliates, or make any
use thereof, except in the carrying out of his or her employment
responsibilities hereunder. As a result of Employee's employment by Company,
Employee may also from time to time have access to, or knowledge of,
confidential business information or trade secrets of third parties, such as
customers, suppliers, partners, joint venturers, and the like, of Company and
its affiliates. Employee also agrees to preserve and protect the confidentiality
of such third party confidential information and trade secrets to the same
extent, and on the same basis, as Company's confidential business information
and trade secrets. Employee acknowledges that money damages would not be
sufficient remedy for any breach of this SECTION SIX by Employee, and Company
shall be entitled to enforce the provisions of this SECTION SIX by terminating
any payments then owing to Employee under this Agreement and/or to specific
performance and injunctive relief as remedies for such breach or any threatened
breach. Such remedies shall not be deemed the exclusive remedies for a breach of
this SECTION SIX, but shall be in addition to all remedies available at law or
in equity to Company, including the recovery of damages from Employee and his
agents involved in such breach.
C. All written materials, records and other documents made by, or
coming into the possession of, Employee during the period of Employee's
employment by Company which contain or disclose confidential business
information or trade secrets of Company or its subsidiaries or affiliates, shall
be and remain the property of Company or its subsidiaries or affiliates, as the
case may be. Upon termination of Employee's employment by Company, for any
reason, Employee promptly shall deliver the same, and all copies thereof, to
Company.
D. If, during Employee's employment by Company, Employee creates any
original work of authorship fixed in any tangible medium of expression which is
the subject matter of copyright (such as videotapes, written presentations on
acquisitions, computer programs, drawings, maps, architectural renditions,
models, manuals, brochures, or the like) relating to Company's business,
products, or services, whether such work is created solely by Employee or
jointly with others (whether during business hours or otherwise and whether on
Company's
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premises or otherwise), Employee shall disclose such work to Company. Company
shall be deemed the author of such work if the work is prepared by Employee in
the scope of his or her employment; or, if the work is not prepared by Employee
within the scope of his or her employment but is specially ordered by Company as
a contribution to a collective work, as a part of an audiovisual work, as a
translation, as a supplementary work, as a compilation, or as an instructional
text, then the work shall be considered to be work made for hire and Company
shall be the author of the work. If such work is neither prepared by the
Employee within the scope of his or her employment nor a work specially ordered
and then not deemed to be a work made for hire, then Employee hereby agrees to
assign, and by these presents does assign, to Company all of Employee's
worldwide right, title, and interest in and to such work and all rights of
copyright therein.
E. Both during the period of Employee's employment by Company and
thereafter, Employee shall assist Company and its nominee, at any time, in the
protection of Company's worldwide right, title, and interest in and to
information, ideas, concepts, improvements, discoveries, and inventions, and its
copyrighted works, including without limitation, the execution of all formal
assignment documents requested by Company or its nominee and the execution of
all lawful oaths and applications for patents and registration of copyright in
the United States and foreign countries.
SECTION SEVEN
CONFIDENTIALITY
Employee agrees that, in addition to any other limitations contained in
this Agreement, regardless of the circumstances of Employee's termination of
employment, he will not communicate to any person, firm, corporation or other
entity, any information relating to the Company's customer lists, prices,
secrets, advertising, nor any other confidential knowledge or secrets that
Employee might from time to time acquire with respect to the business of the
Company or any of its affiliates or subsidiaries.
SECTION EIGHT
NON-COMPETITION
Employee agrees that, during the term of this Agreement and for a
period of one year following the termination of this Agreement, Employee shall
not directly or indirectly carry on or be engaged or interested in any business
competitive with the business conducted by Company.
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SECTION NINE
ARBITRATION
As additional consideration for this Employment Agreement, Employee
agrees that any differences, claims, or matters in dispute arising between the
Company and Employee out of or in connection with his employment or the
termination of his employment by the Company including, but not limited to the
terms and conditions of this Agreement, allegations of wrongful termination, or
allegations of discriminatory or retaliation discharge under any federal, state
or local discrimination law shall be submitted by them to arbitration by the
American Arbitration Association, or its successor, and the determination of the
American Arbitration Association, or its successor, shall be final and absolute.
The arbitrator shall be governed by the duly promulgated rules and regulations
of the American Arbitration Association, or its successor, and the pertinent
provisions of the laws of the State of Michigan relating to arbitration. The
decision of the arbitrator may be entered as a judgment in any court of
competent jurisdiction in the State of Michigan or elsewhere.
SECTION TEN
MISCELLANEOUS PROVISIONS
A. This Agreement represents the entire agreement between the parties
and any prior understandings or representations of any kind preceding the date
of this Agreement shall not be binding on either party except to the extent
incorporated into this Agreement. This Agreement shall not be altered, amended
or modified except in writing signed by the authorized agent for the Company's
Board of Directors and by Employee.
B. Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by Employee, his beneficiaries, or legal
representatives without the Company's prior written consent; provided however,
that nothing in this Section shall preclude (i) Employee from designating a
beneficiary to receive any benefit payable hereunder upon his death, or (ii) the
executors, administrators, or other legal representatives of his estate from
assigning or transferring any rights hereunder to the person or persons entitled
thereunto.
C. The headings of sections are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the
provisions of this Agreement.
D. This Agreement shall be construed according to the laws of the State
of Michigan.
E. No term or condition of the Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or of any act other than that specifically
waived.
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F. If, for any reason, any provision of the Agreement is held invalid,
such invalidity shall not affect any other provision of the Agreement not held
so invalid, and each such other provision shall to the full extent consistent
with law continue in full force and effect.
G. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SECTION ELEVEN
NOTICE
Any notice given hereunder shall be in writing and delivered or mailed
by registered or certified mail, return receipt requested:
A. To the Company, addressed to its Corporate Secretary, 0000
Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000;
B. To Employee, at 0000 Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such
other address as contained in the Company's current payroll records.
The parties have entered into this Employment Agreement based solely
upon the terms and conditions set forth herein. THIS AGREEMENT CONTAINS A
BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
____ day of ________________, 1999.
REYNARD MOTORSPORT, INC.
By: __________________________________
Xxxx X. Xxxxxxxxx, President
_________________________________
Xxxxxx X. Xxxxxxxx
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