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Exhibit 10.6
EMPLOYMENT CONTRACT
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Employment Contract dated as of January 2, 1996, between Safelite GLASS
Corp., a Delaware corporation ("Safelite"), and Xxx X. Xxxxxxx, an individual
("Xxxxxxx").
AGREEMENT
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1. TERM. The term of this Employment Contract shall commence on the date
hereof and shall expire on January 2, 1999, unless terminated earlier pursuant
to the provisions set forth below. Notwithstanding the expiration or termination
of the term of this Employment Contract, the provisions of sections 9 through 12
of this Employment Contract shall survive and continue to be in full force and
effect.
2. DUTIES. During the term of this Employment Contract, Xxxxxxx shall
perform such duties as may be assigned to her by Safelite's Chief Financial
Officer. It is contemplated that Xxxxxxx will serve as Safelite's Vice President
- Finance and Corporate Controller during the entire term of this Employment
Contract. Xxxxxxx will use her best efforts to perform such duties to the best
of her ability, and to the satisfaction of Safelite's Chief Financial Officer.
In connection therewith, Xxxxxxx shall devote such time and effort to the
performance of such duties as are necessary for the satisfactory performance
thereof.
3. COMPENSATION. As full consideration for the performance by Xxxxxxx of
all of her obligations under this Employment Contract, Safelite shall make the
payments and provide the benefits set forth below during the term of this
Employment Contract:
A. Annual Salary: One hundred ninety thousand dollars ($190,000.00)
per year, payable in periodic installments in accordance with
Safelite's policy relating to the payment of salaries generally.
Said salary will be reviewed annually and may be increased or
decreased (but not below one hundred ninety thousand dollars
($190,000.00) per year) by Safelite at that time.
B. Annual Bonus: Xxxxxxx will be eligible to participate in any
executive bonus plan adopted by Safelite for executives at her
level during the term of this Employment Contract.
C. Option Agreement: Xxxxxxx will be granted an option on Safelite's
standard form to purchase eight thousand seven hundred and
fifty-eight (8,758) shares of Class A Common Stock of Safelite at
three dollars ($3.00) per share.
D. Other: Such other benefits as may from time to time be provided
generally to salaried associates of Safelite.
4. PLACE OF PERFORMANCE. Xxxxxxx shall perform her duties under this
Employment Contract at the executive offices of Safelite in Columbus, Ohio. It
is understood that the
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duties assigned to Xxxxxxx may require travel. In such cases, Safelite will
reimburse Xxxxxxx for reasonable expenses incurred by her in connection
therewith in accordance with Safelite's policy with respect thereto.
5. TERMINATION UPON DEATH OR DISABILITY. The term of this Employment
Contract shall terminate upon the death or permanent disability of Xxxxxxx.
6. TERMINATION BY SAFELITE FOR CAUSE. Safelite shall have the right to
terminate the term of this Employment Contract by notice to Xxxxxxx if:
X. Xxxxxxx breaches this Employment Contract, whether by violating
ANY specific directions of Safelite's Chief Financial Officer, by
failing or refusing to perform her duties under this Employment
Contract, or otherwise;
X. Xxxxxxx is convicted of any crime or offense involving money or
other property of Safelite, or of any felony; or
X. Xxxxxxx engages in any misconduct that could be injurious to
Safelite in any respect.
Safelite's right of termination as provided in this section shall be in
addition to, and shall not affect its rights and remedies under, any other
section of this Employment Contract, and such rights and remedies under such
other sections shall survive the termination of this Employment Contract and
Xxxxxxx' employment by Safelite hereunder. In the event of a termination of her
employment pursuant to the terms of this section, Xxxxxxx shall have no right to
receive any further compensation for any period subsequent to the effective date
of such termination.
7. TERMINATION BY SAFELITE WITHOUT CAUSE. Safelite shall have the right to
terminate Xxxxxxx without cause upon notice thereof and the payment of an amount
equal to the aggregate amount that she would have received for salary over the
remaining term of this Employment Contract but for said termination calculated
at the rate then in effect. Such termination shall not have any affect on any of
the other terms and conditions of this Employment Contract, or upon Safelite's
rights and remedies thereunder (nor shall it have any affect on any other
agreements entered into between Safelite and Xxxxxxx).
8. TERMINATION BY XXXXXXX. Xxxxxxx shall have the right to terminate the
term of this Employment Contract by notice to Safelite if:
A. Safelite breaches this Employment Contract; or
B. If, following any change in the control of Safelite, Xxxxxxx'
title, duties, responsibilities, or status are reduced without
her consent; Xxxxxxx is assigned duties that are inconsistent
with her office without her consent; or Xxxxxxx is required to
relocate without her consent. For purposes of the foregoing,
there shall be no change of control deemed
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to have occurred if, immediately following the change in
ownership in question, Neway Corp., Xxxx Xxxxxxx Partners, LS
Partners, Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-II, Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership-Ill,
and their direct or indirect partners and any affiliates of any
of the foregoing continue to own, directly or indirectly, an
aggregate of more than fifty per cent (50%) of the outstanding
shares of Class A Common Stock and Class B Common Stock of
Safelite (treating Classes A and B as a single class).
If Xxxxxxx terminates the term of this Employment Contract pursuant to
subsection A or subsection B of this section, Safelite shall immediately pay
Xxxxxxx an amount equal to the aggregate amount that she would have received for
salary over the remaining term of this Employment Contract but for said
termination calculated at the rate then in effect.
No termination under this section shall have any affect on any of the other
terms and conditions of this Employment Contract, or upon Safelite's rights and
remedies thereunder (nor shall it have any affect on any other agreements
entered into between Safelite and Xxxxxxx).
9. NO DISPARAGEMENT. Xxxxxxx agrees that during the term of this Employment
Contract and at all times thereafter she will refrain from making any
disparaging remarks about Safelite or any of its officers, directors, employees,
agents, representatives, affiliates, products, or services. It is understood and
agreed, however, that this section is not intended to limit the right of Xxxxxxx
to give nonmalicious and truthful testimony should she be subpoenaed to give
testimony.
10. SEVERABILITY. If any of the covenants contained herein or any part
thereof are hereafter construed to be invalid or unenforceable, the remainder of
this Employment Contract and any application of the other provisions of this
Employment Contract shall not be affected thereby, but rather shall be enforced
to the greatest extent permitted by law.
11. ENTIRE AGREEMENT; Choice of Law. This Employment Contract contains the
entire agreement of the parties relating to the subject matter hereof and
supersedes all prior agreements or understandings, written or oral, with respect
to such subject. The internal laws of the state of Ohio without reference to its
choice of law or conflicts of laws provisions shall govern the validity,
interpretation, construction, performance, and enforcement of this Employment
Contract.
12. MISCELLANEOUS. No provision of this Employment Contract may be
modified, waived, or discharged unless such modification, waiver, or discharge
is agreed to in a writing signed by Xxxxxxx and on behalf of Safelite by an
officer other than Xxxxxxx specifically designated by the board of directors of
Safelite. No waiver by either party hereto at any time of any breach by the
other party hereto or of compliance with any condition or provision of this
Employment Contract to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, expressed
or implied, have been made by either party with respect to the subject matter
hereof that are not set forth expressly in this
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Employment Contract. This Employment Contract shall be binding upon and shall
inure to the benefit of any successor or successors of Safelite.
In witness whereof, this Employment Contract has been executed by the
parties hereto in counterparts as of the date first written above.
SAFELITE: XXXXXXX:
Safelite Glass Corp., /s/Xxx X. Xxxxxxx
a Delaware corporation ----------------------------
Xxx X. Xxxxxxx, individually
BY:/s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, its Chairman
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