RETENTION BONUS AGREEMENT
This Agreement made as of the 31st day of October, 1998, by and between
XXXXXX MANAGEMENT CORPORATION, a Delaware corporation ("JMC") and XXXXX X.
XXXXXXXXX ("XXXXXXXXX");
WHEREAS, JMC provides management services to Genmar Holdings, Inc.
("GENMAR") pursuant to a management agreement with Genmar; and
WHEREAS, Xxxxxxxxx has accomplished significant results as the President
and Chief Executive Officer of Genmar; and
WHEREAS, JMC and Genmar consider that Xxxxxxxxx'x continued employment as
President and Chief Executive Officer of Genmar is critical to the successful
conduct of Genmar's business during the period ending August 4, 1999; and
WHEREAS, JMC has agreed to make the payment to Xxxxxxxxx as hereafter
provided in order to retain his services for Genmar during the period ending
August 4, 1999; and
WHEREAS, Xxxxxxxxx has agreed to remain employed as President and Chief
Executive Officer of Genmar at least until August 4, 1999 on the terms and
conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter stated, the parties agree as follows:
1. JMC agrees to pay Xxxxxxxxx a retention bonus (the "RETENTION BONUS") in
the amount of $2,860,000 on August 4, 1999 (the "PERFORMANCE DATE") on the
express condition that he has acted continuously from the date hereof to the
Performance Date as the President and Chief Executive Officer of Genmar;
provided, however, if Xxxxxxxxx is not employed as President and Chief Executive
Officer on the Performance Date because his
employment was terminated by Genmar without cause, as hereafter defined,
prior to the Performance Date or because of his death or physical or mental
disability, JMC agrees to pay Xxxxxxxxx the Retention Bonus on the
Performance Date. If Xxxxxxxxx is deceased on the Performance Date, the
payment shall be made to the personal representative of his estate or to such
other party as Xxxxxxxxx may designate by written notice to JMC.
For purposes of this Retention Bonus Agreement, the occurrence of any of
the following shall constitute termination of employment without cause:
(a) the assignment of Xxxxxxxxx of any duties that are inconsistent
in any respect with his authority, duties, responsibilities or position as
President and Chief Executive Officer of Genmar (including status, office,
title or reporting relationships to or by Xxxxxxxxx);
(b) requiring Xxxxxxxxx to be based or spend significant time at any
office or location other than that at which he was based as of the date
hereof, except for travel reasonably required in the performance of his
duties; or
(c) any other action which results in the diminution in Xxxxxxxxx'x
authority, duties, responsibilities or position.
2. If Xxxxxxxxx is in fact paid the Retention Bonus as set forth in
paragraph 1 hereof, Xxxxxxxxx agrees that such payment is in lieu of and a
substitution for any and all benefits that he would otherwise be eligible for or
entitled to under the Genmar Executive Severance Pay Plan which became effective
on March 17, 1998 unless he remains employed by Genmar for at least one year
after the Performance Date. If, for any reason Xxxxxxxxx is not paid the
Retention Bonus as set forth in paragraph 1 hereof, Xxxxxxxxx shall be eligible
for and entitled to the benefits, if any, provided to him under the provisions
of the Genmar Executive Severance Pay Plan which became effective March 17,
1998.
3. In consideration of the receipt of the Retention Bonus amount
specified in paragraph 1, Xxxxxxxxx agrees that upon termination of his
employment for any reason he will
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not for a period of three years after termination of his employment engage in
the business of building recreational boats of any type or description either
as a consultant, employee, partner, shareholder, or otherwise and that he
will hold in a fiduciary capacity, for the benefit of Genmar, all secret,
confidential, or proprietary information, knowledge or data related to Genmar
and its respective subsidiaries which shall have been obtained by Xxxxxxxxx
during his employment by Genmar and which shall not be or become public
knowledge, including, but not limited to, information regarding vendors,
consultants, customers, dealers and agents of Genmar.
4. Other than as specifically and expressly provided herein, this
Agreement shall not constitute a contract of employment for a term and Xxxxxxxxx
acknowledges that he is and remains an employee of Genmar at will. Nothing
herein is intended to alter or affect the terms and conditions of employment
currently in effect regarding his duties, compensation or other benefits.
5. For the purpose of this Agreement, cause is defined as:
(a) Xxxxxxxxx'x willful failure to perform his duties as President
and Chief Executive Officer in the manner he was performing as of the date
hereof; or
(b) any willful act or omission by Xxxxxxxxx constituting dishonesty,
fraud or other malfeasance, and any act or omission by Xxxxxxxxx
constituting immoral conduct, which in any such case is materially
injurious to the financial condition or business reputation of Genmar or
any of its subsidiaries or Xxxxxxxxx'x indictment of a felony under the
laws of the United States or any state thereof or any other jurisdiction in
which Genmar conducts business.
(c) For purposes of this definition, no act or failure to act shall
be deemed "willful" unless effected by Xxxxxxxxx not in good faith and
without a reasonable belief that such action or failure to act was in or
not opposed to Genmar's best interests.
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6. The parties hereto agree that Genmar is a third party beneficiary of
this Agreement and entitled to seek enforcement of the terms hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the day
and year first above written. XXXXXX MANAGEMENT CORPORATION
By: [ILLEGIBLE]
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Its: Ex V.P. Finance
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/s/ Xxxxx X. Xxxxxxxxx
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XXXXX X. XXXXXXXXX
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