EXHIBIT 10.29
DATED 1 MARCH, 1993
MOTOR PANELS (COVENTRY) PLC
-AND-
XXXXXXX XXXXXX XXXX
SERVICE AGREEMENT
AN AGREEMENT made the 1 March 1993 BETWEEN Motor Panels (Coventry) plc whose
registered office is situate at Xxxxxxxxx Xxxxx, 0 Xxxx Xxxxxx, Xxxxx, Xxxxxx,
XX00 0XX (hereinafter called "the Company") of the one part and Xxxxxxx Xxxxxx
Xxxx of x/x Xxx Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx ("the Executive") of the
other part WHEREBY IT IS AGREED as follows:-
1. The Company shall employ the Executive and the Executive shall serve
the Company as Manufacturing Director or in such other capacity as
shall from time to time be agreed between the Board of Directors of
the Company (hereinafter referred to as "the Board") and the Executive
on the terms and conditions hereinafter appearing. The appointment
shall commence on 1 March 1993 and shall continue until terminated as
hereinafter provided.
2. During the continuance of this Agreement the Company shall:-
(a) Pay to the Executive a base salary at the rate of
(POUND)50,000 per annum or such increased rate as the Company
and the Executive may from time to time agree such salary to
be payable by equal instalments in respect of each calendar
month. Such salary will be reviewed by the Board on or before
the 1st day of January in each year.
(b) Provided and maintain for the use of the executive while on
the business of the Company a suitable motor car (as
determined by the Company) and shall pay all expenses in
connection with the maintenance insurance and running of such
car the Executive paying to the Company such contribution (if
any) in respect of use of such car as the Company shall from
time to time reasonably require. The car should not be taken
out of the UK for private purposes without the written
consent of the company and all running expenses attributable
to any private use of the car outside the UK to be at
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the Executive's expense. On the cessation of the Executive's employment
the Executive agrees to return the car to his place of work or such
other place as the company directs.
(c) Reimburse to the Executive all reasonable and proper travelling hotel
and other out-of-pocket expenses incurred by him in or about the
discharge of his duties hereunder
(d) Permit the Executive to take 25 working days holiday (exclusive of
normal public and bank holidays) in each year at such times as may be
determined by the Company having regard to the Company's business and
in particular the Executive acknowledges that it may be necessary for
the Company to require him to take up to 15 working days of such
entitlement to coincide with factory shutdowns. No more than 10 working
days holiday may be taken at anytime unless by prior agreement with the
Chief Executive of the Automotive Division. For the purposes of
calculation the holiday year will be 1st January to 31st December.
(e) Pay to the Executive in full the remuneration under Clause 2(a) hereto
(after deduction of or adjustment for any such sums as are due to or
payable in respect of the Executive by way of social security benefits
or otherwise payable to the Executive under the Company's sickness pay
or other similar scheme for the time being in force) in respect of any
period of absence due to incapacity or illness throughout the first
continuous or aggregate period of 26 weeks of absence (in any
consecutive period of 12 months) during which he is incapacitated or
prevented by illness injury accident or any other circumstances beyond
his control ("the incapacity") from discharging his duties hereunder
provided that in such case the Executive gives or sends to the Company
such notification and evidence (including independent medical evidence)
concerning his incapacity as the Company shall from time to time
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reasonably require and in particular as is required under the
provisions of the Company's sickness pay or other similar scheme for
the time being in force. The Executive shall not be entitled to any
remuneration in respect of any further or additional period of absence
during any such consecutive period as aforesaid. The Company will
however provide Permanent Health cover which will entitle the Executive
to claim from the insurance company after a period of 26 weeks
continuous sickness.
3. (a) The Company is a member of a health benefits scheme with BUPA (details
of which scheme have been supplied to the Executive) and the Company
has commenced to pay and will continue to pay such contributions as
are appropriate to enable the Executive his wife and children up to
age 21 years to be and continue to be during the continuance of this
Agreement a member of such scheme
(b) The Executive shall be entitled during the continuance of his
employment to be a member of the Retirement Benefit Scheme in which
the Company is or becomes a party and if he becomes a member of such
scheme he shall be liable to make such contributions but shall be
entitled to such benefits and be subject to such conditions as are set
out in the rules of the Scheme and any lawful amendment thereto from
time to time and at the appropriate time the Company shall hand to the
Executive a copy of such rules and amendments.
(c) Upon becoming a member of the Company's Retirement Benefit Scheme the
Executive will be covered, at the Company's expense, for life cover of
three times his annual pensionable salary.
4. You will be eligible to receive a bonus under the Mayflower Group Executive
Scheme the rules and details of which will be provided to you.
The company reserves the right to review and amend the rules and performance
criteria at the beginning of each financial year.
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5. Subject to the Transfer of Undertakings (Protections of Employment)
Regulations 1981, if the Executive shall have been offered but shall
unreasonably have refused to agree to the transfer of his employment
hereunder to a company which has acquired or agreed to acquire the
whole or substantially the whole of the undertaking and assets of or of
the equity share capital of the Company the Executive shall have no
claim against the Company in respect of the termination of his
employment hereunder by reason of the subsequent voluntary winding up
of the Company or of the disclaimer of this Agreement by the Company
within one month after such acquisition.
6. The following obligations shall be performed and observed by the
Executive:-
(a) The Executive shall undertake such duties and exercise such
powers in relation to the Company and its business or
businesses from time to time as the Board of Directors ("the
Board") of the Company from time to time directs.
(b) In discharge of such duties and in the exercise of such powers
the Executive shall observe and comply with all resolutions
regulations and directives from time to time made or given by
the Board.
(c) The Executive shall during the continuance of this Agreement
devote the whole of his energies and his time and attention
during normal business hours to the business and shall use his
best endeavours to develop and extend the business and shall
in all matters act loyally and faithfully to the Company and
shall not (except as the owner of shares or securities of a
public company quoted on the Stock Exchange) engage or be
interested or concerned either directly or indirectly in any
such other competing business or trade.
(d) The Executive shall conform to such hours of work as are from
time to time reasonably required of him and not be entitled to
receive any additional remuneration for work performed outside
his normal hours.
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(e) (i) The Executive agrees from time to time to perform
such services for any subsidiary or holding company
of the Company and any other subsidiary company of
any holding company of the Company (hereinafter and
for the purposes of this Agreement called "Associated
Companies") as the Board may from time to time
require as part of and in pursuance of his duties and
without further remuneration unless otherwise agreed.
For this purpose and for the purposes of this
Agreement the expressions "subsidiary" and "holding
company" shall have the meanings ascribed to the same
by Section 736 of the Companies Xxx 0000.
(ii) Without prejudice to the generality of the foregoing
the Executive may by specific agreement be employed
by one or more associated companies or render
services to such associated companies either
additionally or alternatively to his employment by
the Company. If such be the case this Agreement shall
apply (mutatis mutandis) to such employment by and to
the rendering of services to such associated
companies. In any such case but subject to any
specific terms agreed at the time in relation
thereto, the expressions "the Company" and "the
business" and any other relevant expressions used
herein shall where the context so admits be construed
and applied accordingly in respect of such associated
companies as well as or in lieu of the Company as
appropriate.
(f) The Executive shall perform his duties hereunder in such place
or places in the United Kingdom as the Board from time to time
directs.
(g) The Executive shall not except as authorised or required by
his duties to reveal to any person any of the trade secrets or
confidential processes dealings or information concerning the
organisation business finances customers or affairs of the
Company or any of its associated companies which
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shall come to his knowledge during his employment and shall
keep with complete secrecy all information of a confidential
nature entrusted to him and shall not use or attempt to use
any such information in any manner except within and pursuant
to the performance of his duties hereunder and will use his
best endeavours to prevent disclosure thereof so that this
restriction shall continue to apply as well after the
termination of this agreement as before without limit in point
of time but shall cease to apply to information or knowledge
which comes within public domain other than by reason of any
act default or omission of or by the Executive or any
permission or authorisation given by him.
(h) All records and papers kept or made by the Executive relating
to the business or otherwise relating to the businesses of the
Company or any of its associated companies shall be and remain
the property of the Company (or the relevant associated
company as the case may be) and shall be surrendered by the
Executive on termination of his employment hereunder or as
otherwise required by the Company to a person or persons duly
authorised by the Company in this respect.
(i) The Executive shall promptly disclose and communicate
to the Company full details of and all matters
relating whether directly or indirectly to any
inventions discoveries innovations or developments of
whatsoever nature made or conceived by him during the
course of his employment by the Company and so far as
statute or the general law allows the same whether
capable of protection or not and all rights therein
or arising therefrom including any such rights
arising after the Executive's employment with the
Company has terminated shall without payment or other
consideration be the property of the Company
absolutely. The Executive shall sign and execute all
such
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documents and at the request of the Company take all
steps as may be required to give and vest in the
Company the full and exclusive benefit of such
inventions discoveries innovations and developments
providing always that the decision as to whether
patent or similar or other protection should be
applied for in respect of the same or whether the
same shall be exploited shall be in the sole
discretion of the Company.
7. The Company shall have the right to terminate this Agreement without
liability for compensation or damages upon the happening of any of the
following events:-
(a) By 3 months written notice if the Executive is unable or
prevented through incapacity (within the meaning of Clause
2(e))or any other cause for any period or periods exceeding
twenty six weeks (consecutive or in the aggregate) in any
consecutive period of twelve months from carrying out his
duties hereunder or
(b) Forthwith if the Executive commits any serious breach or
(after prior warning in writing of likely dismissal for
repetition or continuation thereof) repeated or inconsistent
breaches of any of the provisions hereof or
(c) Forthwith if the Executive is guilty of any grave misconduct
or wilful neglect in the discharge of his duties hereunder or
(d) Forthwith if the Executive becomes bankrupt or makes any
agreement or composition with his creditors or
(e) Forthwith if the Executive becomes of unsound mind or if
whilst he is a patient within the meaning of the Mental Health
Xxx 0000 an order is made in respect of his property under
Section 102 of that Act or any statutory modification or
re-enactment thereof or
(f) Forthwith if the Executive is convicted of any criminal
offence other than an offence which (in the case of a driving
offence) does not and (in any other case) in the reasonable
opinion of the Board does not affect his position as
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an executive of the Company.
(g) If the Executive commits or is a party to any act or omission
or series of acts or omissions dismissal on the grounds or by
reason of which would not constitute unfair dismissal within
the meaning of the Employment Protection (Consolidation) Xxx
0000 assuming for this purpose (but not further or otherwise)
that the provisions of such Act apply in relation thereto and
so that in any such case the period of notice of termination
given shall be such as would be appropriate given such
assumption.
8. It is further agreed that the Executive's employment hereunder may be
terminated at any time by either of the parties giving to the other not
less than 12 months notice in writing of intention so to terminate it.
9. Upon the termination of his employment hereunder for any cause or by
any means whatsoever:
(a) The Executive shall not for a period of 12 months from the
date of termination of this Agreement directly or indirectly
whether as principal servant or agent canvass or solicit or
accept the custom of any person firm or corporation whose name
during the period of 12 months immediately preceding the
termination of this Agreement shall have appeared in the books
of the Company or of any company within the Group by which he
shall have been employed as client customer agent or
correspondent thereof and who shall have dealt or transacted
business of a material nature with the Executive during the
said period of 12 months.
(b) The Executive shall not for a period of 6 months from the date
of termination of this Agreement undertake or be engaged
whether directly or indirectly in any business competitive
with the Company or any company within the Group by which he
shall have been employed.
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(c) The Executive shall not for a period of 6 months from the date
of termination of this Agreement in the United Kingdom without
the consent in writing of the Board carry on or be engaged in
or act as adviser or consultant to any business in which
confidential information of any company within the Group
possessed by the Executive at termination would be of material
use if disclosed by the Executive for the purpose of that
business which in any event the Executive is not in any
circumstance permitted to disclose nor shall the Executive in
the United Kingdom be employed or act as agent for the
purposes of any such business. If during such period the
Executive should carry on or be engaged in or employed for the
purposes of any business trade profession or occupation the
Executive will notify the Company forthwith of the
circumstances identifying any employer by name and address.
(d) The Executive shall not at any time during the period of 12
months after the termination of his employment hereunder
howsoever arising procure or induce or endeavour to procure or
induce (either solely or jointly with any other person firm or
company) any employee of any company within the Group to leave
such employment.
The parties agree that the covenants set out in this clause
are separate and severable and enforceable accordingly and
whilst the restrictions are considered by the parties to be
reasonable in all the circumstances as at the date hereof it
is acknowledged that restrictions of such a nature may be
invalid because of changing circumstances or other unforeseen
reasons and accordingly if any of the restrictions shall be
adjudged to be void or ineffective for whatever reason but
would be adjudged to be valid and effective if part of the
wording thereof were deleted or the periods thereof reduced or
the area thereof reduced in scope they shall apply with such
modifications as may be necessary to make them valid and
effective.
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10. Upon the termination of this Agreement howsoever arising the Appointee
shall at any time or from time to time thereafter upon the request of
the company resign from office as a director of the company and such
offices held by him in any of the Group companies as may be so
requested and should be fail to do so the company is hereby irrevocably
authorised to appoint some person in his name and on his behalf to sign
and do any documents or things necessary or requisite to effect such
resignation or resignations.
11. The expiration or termination of the Executive's employment under this
Agreement howsoever arising shall not affect such of the provisions of
this Agreement as are expressed to operate or have effect thereafter
and shall be without prejudice to any right of action already accrued
to either party in respect of any breach of this Agreement by the other
party.
12. If the Executive has any grievance relating to his employment or if he
is dissatisfied with any disciplinary decision he shall first raise it
orally or in writing with the Managing Director of Motor Panels
(Coventry) plc from time to time who at his discretion may take such
steps as he thinks fit with a view to settling the grievance.
13. Any notice to be given hereunder may be served by being left at or
sent by first class post to the registered office for the time
being of the Company or (as the case may be) to the Executive at his
address herein before mentioned or at his last known place of abode
and any notice given by post shall be deemed to have been served at the
expiration of 48 hours after it is posted.
14. The failure of the Company at any time to require or enforce the
performance by the Executive of any of the stipulations or obligations
on his part herein contained shall in no way affect the right of the
Company to enforce the same thereafter.
15. The particulars required to be set out in accordance with the
provisions of the Employment Protection (Consolidation) Xxx 0000 as
they relate to this employment are as contained or referred to in the
First Schedule.
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16. This Agreement supersedes any previous agreement between the parties
hereto or any of them in relation to the matters dealt with herein and
represents the entire understanding between the parties in relation
thereto.
17. All references in this Agreement to any enactment shall unless the
context otherwise manifestly admits or requires be deemed to include
references to any statutory amendments or re-enactments thereof.
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AS WITNESS the hands of the parties hereto the day and year first before written
THE FIRST SCHEDULE before referred to
-------------------------------------
The following are the particulars of the terms of employment between the Company
and the Executive as applicable as at the date of this Agreement in accordance
with the provisions of the Employment Protection (Consolidation) Xxx 0000.
1. Date of Commencement
of Employment 1 February 1993
2. Date of Commencement
of Continuous Employment 1 February 1993
3. Remuneration As provided in Clause 2(a)
of this Agreement
4. Hours of Work 9am-1pm and 2pm-5pm on
each day of the week except Saturdays
and Sundays
5. Holidays and Holiday Pay As provided in Clause 2(d)
of this Agreement
6. Sickness or Injury As provided in Clause 2(e)
of this Agreement
7. Pension Provision As provided in Clause 3(b) of
this Agreement
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8. Notice As provided in Clauses 7 and 8 of this
Agreement according to the provisions
therein mentioned
9. Job Title As specified in Clause 1 hereof
10. Grievance Procedure As provided in Clause 12 and Disciplinary
Rules hereof
SIGNED BY: )
on behalf of Motor Panels (Coventry) plc ) [ILLEGIBLE]
in the presence of [ILLEGIBLE] )
SIGNED BY the said Xxxxxxx Xxxxxx Xxxx ) /s/ Xxxxxxx Xxxxxx Xxxx
in the presence of [ILLEGIBLE] )
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[MAYFLOWER CORPORATION LOGO]
The Mayflower Corporation plc
Xxxxxxxxx Xxxxx, Xxxxxx Xxxx,
Xxxxxxxxx, Xxxx Xxxxxxx,
Xxxxxxxxxxxxxxx XX00 0XX
Telephone: x00 (0) 0000 000000
Fax: x00 (0) 0000 000000
E-mail: xxx@xxxx.xx.xx
7 January 2002
Xxxxxx Xxxx Esq
0 Xxxxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxx
Xxxxxxxx XX0 0XX
Dear Xxxxxx
Further to our recent discussions I am delighted that you have agreed to accept
the position of President and Chief Executive Officer of Mayflower Vehicle
Systems Inc with immediate effect. As explained it will be necessary for you to
take up residency in the US but this will be reviewed later in the year in line
with our proposed strategy to move the MVS management structure towards a global
board.
Your existing contract of employment will remain in force but certain amendments
are necessary in order to facilitate your move to the US.
Your salary will increase from 1 January 2002 to $392,000 per annum but will
continue to be paid from the UK. I appreciate that part of your salary will need
to be paid into a UK bank account and the balance to an account in the US. In
order to negate any currency fluctuations I suggest the company applies the
dollar exchange rate as at 1 January 2002 but then monitors the exchange rate
for a six month period (30 June 2002 and 31 December 2002) and makes any
necessary adjustments in July and January.
A notional salary of (POUND)250,000 per annum will be used for pension purposes
and this notional salary will be reviewed on 1 January of each year until your
return to the UK.
We are currently discussing with Bacon and Xxxxxxx, our pension advisers, the
position with regard to augmenting your Mayflower pension. As soon as the detail
of this is available I would suggest I make arrangements for you to meet with
Xxxx Macro of Bacon and Xxxxxxx to discuss.
The company will arrange for US medical cover for you and your wife and will
also continue your membership with our existing UK medical insurance provider.
You and your wife will be entitled to six return flights to the UK per annum,
for social and domestic purposes, at Business Class rate.
The company will reimburse you for the cost of joining a County Club of your
choice.
I acknowledge that until a formal MVS management structure has been agreed and
implemented you do not want to make any decisions with regard to your UK
properties. The company will, therefore, agree to pay all reasonable out of
pocket expenses such as house and garden maintenance, additional security and
insurance costs. All expenses related to this should be submitted to myself for
authorisation.
The company will reimburse you for the costs associated with renting an
apartment or house in the US and for other out of pocket expenses such as the
buying of new household equipment. Once you have located a property please
submit the details to myself for authorisation. Xxx Xxxx, our US lawyer, will,
at the company's expense, advise you on any lease you are asked to enter into.
I suggest we discuss separately the terms of any relocation package should you
at a later date and following the agreement of the Board, decide to sell your
UK properties and relocate to the US.
It is recognised that your personal tax situation may become complicated by your
employment in the US and the company agrees to settle all reasonable expenses in
relation to double taxation issues or to fund such payments until you are
reimbursed by the appropriate authority.
I trust this sets out the terms and conditions we have already discussed but if
you do require clarification or there is a particular area I have overlooked,
please do not hesitate to contact me.
Finally I look forward to continuing to work with you during what I see to be an
exciting and challenging period for MVS.
Yours sincerely
/s/ XXXXX XXXXXXXX
XXXXX XXXXXXXX
NORTH AMERICAN HEADQUARTERS (MAYFLOWER VEHICLE SYSTEMS LOGO)
MAYFLOWER VEHICLE SYSTEMS, INC.
00000 Xxxxxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
27 January 2004
Xxxxxx Xxxx Esq
25362 Constitution
Novi
Xxxxxxxx 00000
XXX
Dear Xxxxxx
RE: LOYALTY BONUS PROGRAM
---------------------
Dear Xxxxxx
I am pleased to inform you that The Mayflower Corporation plc ("Mayflower") and
Mayflower Vehicles Systems, Inc. ("MVS") have selected you for participation in
the Loyalty Bonus Program to implemented in connection with Mayflower's disposal
of MVS. Your bonus award under the Program has been set at Two hundred and fifty
thousand pounds sterling ((POUND)250,000).
Please note that we cannot finalise the specific terms and conditions of the
Loyalty Bonus Program until an acquiring company for MVS has been chosen, and
until we have had an opportunity to discuss employment requirements with the
acquiring company. Your bonus award will, of course, be subject to the specific
terms and conditions of the Loyalty Bonus Program, which will be communicated to
you promptly after the Program has been finalized. The Loyalty Bonus Program
will automatically terminate should the successful disposal of MVS not take
place during the financial year ending 31 December 2004. As with other
compensation, bonuses paid under the Loyalty Bonus Program will be subject to
taxes and other applicable payroll withholding.
Your sincerely
/s/ XXXX X XXXXXXX
XXXX X XXXXXXX
A Mayflower Corporation company