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EXHIBIT 10(u)
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 24th day of November,
1999, by and between Riviera Tool Company, a Michigan corporation, hereinafter
referred to as "Corporation," and Xxxxxxx X. Xxxxx, hereinafter referred to as
"Employee."
WITNESSETH
WHEREAS, Corporation will be engaging in the business of design and
construction of tools for the metal stamping business; and
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto do promise and agree as follows:
1. EMPLOYMENT. Corporation shall employ Employee and Employee shall serve
Corporation as Chairman, President and Chief Executive Officer performing
such reasonable duties as are customary to such position and may as from
time to time be directed by the Corporation's Board of Directors. The
Employee's place of employment shall be the present offices of the
Corporation in Grand Rapids, Michigan, or at another location as shall be
mutually agreed upon between the parties. Employee shall devote his full
working time and efforts to the affairs of the Corporation.
2. TERM. The term of employment of Employee under this Agreement shall
commence on September 1, 1999 and shall continue for one fixed term of three
(3) years.
3. COMPENSATION. In consideration of the services to be performed for the
Corporation by Employee pursuant to Paragraph 1, above, Corporation shall
provide to Employee the following:
A. A base salary of One Hundred Sixty Five Thousand ($165,000.00) per
year, subject to being increased at the discretion of the Board of
Directors of Corporation, payable in installments according to
Corporation's regular salaried payroll policy payment procedures in
effect from time to time.
B. Such bonuses as from time to time are determined by the Corporation
but not less than three and one-half percent (3.5%) of the annual
consolidated profits of the Corporation, before payment of or
provision for taxes on income or officer's bonuses based upon such
income of the Corporation, and as determined by the regular
certified public accountants for the Corporation according to
generally accepted accounting principles consistently applied.
The amounts to be paid pursuant to this paragraph are prior to any
deductions for withholding, social security taxes or similar payroll
deductions. Corporation's obligation to make such payments and provide such
benefits to Employee shall terminate in the event of termination of
Employee's employment with corporation for any reason.
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4. OFFICE; EXPENSES. Corporation shall provide to Employee such office
space, furniture, materials, supplies and secretarial help as are necessary
or appropriate hereunder. Employee shall be entitled to reimbursement for
all out-of-pocket expenses incurred on behalf of the Corporation in the
conduct of his employment and which are accounted for in such fashion as may
reasonably be required by the Corporation.
5. MEDICAL INSURANCE; FRINGE BENEFITS. Employee shall be entitled to
participate in such medical and health benefit protection, life insurance
coverage, or other fringe benefits as are provided by the Corporation to its
employees generally or its management employees generally and such other
fringe benefits as the Board of Directors may establish from time to time
for the benefit of Employee.
6. TRADE SECRETS. Employee agrees not to divulge (other than in the normal
pursuit of Corporation's business) to any unauthorized person or use for
other than Corporation's sole benefit at any time while he is employed and
after he is employed by Corporation, the names and addresses of any past,
present or prospective customers of Corporation, or any of Corporation's
procedures, processes, systems, methods, forms and records or other
information of whatever nature acquired by him as an employee, it being
understood that the foregoing are trade secrets of Corporation and are
disclosed to Employee in confidence. For the purposes of this Paragraph 6,
the term "Corporation" shall include Corporation and any affiliated company.
7. TERMINATION. The term of employment of Employee hereunder shall be
considered to terminate upon the occurrence of any of the following (with
the provisions in this Paragraph 7 not to be construed as limiting
Corporation's ability to otherwise terminate Employee's employment following
the term hereof).
7.1 DEATH OF EMPLOYEE. The death of Employee.
7.2 DISABILITY OF EMPLOYEE. For purposes of this Agreement,
Employee shall be considered to be disabled if he is unable to
perform his services hereunder for a continuous period of
ninety (90) consecutive calendar days by reason of physical or
mental illness or incapacity. If there is any dispute as to
whether Employee is or was physically or mentally unable to
perform his duties hereunder, such question shall be submitted
to a licensed physician for determination, If the parties
cannot agree upon a licensed physician for purposes of making
such determination within five (5) days after written notice
by one party to the other, then both parties shall each select
a licensed physician who together shall appoint a third
licensed physician who will then make such determination. The
determination of such physician as to such mental or physical
condition of Employee shall be binding and conclusive upon the
parties. A disability shall be considered as a continuing
disability unless Employee returns to full-time employment
rendering all of the duties of his position pursuant to
Paragraph 1, above, for a period of sixty (60) consecutive
calendar days.
7.3 THE COMMISSION OF A PROHIBITED ACT BY EMPLOYEE. A prohibited
act shall be any of the following if committed by Employee
directly r indirectly without the prior written approval of an
officer of Corporation.
(a) Commission of an act of dishonesty or gross negligence
involving Corporation;
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(b) Disclosure to an unauthorized person of the information
described in Paragraph 6, above, or of any other information
which would be beneficial to a business competitive with
Corporation or which could be materially disadvantageous to
Corporation;
(c) Rendering advice or assistance to a business competitive
with the Corporation;
(d) Becoming a proprietor who or a shareholder, officer or
director of a corporation, or a member of a partnership or
trustee of a trust which conducts business competitive with
Corporation, or an employee or agent thereof.
(e) For purposes of subparagraphs (b), (c) and (d) above, a
business competitive with Corporation is any business, firm or
entity engaged directly or indirectly in any business now or
hereafter engaged in by Corporation, or any company affiliated
therewith.
7.4 AGREEMENT. By mutual agreement of the parties.
7.5 DISMISSAL. Dismissal of employee by Corporation or termination
of services by employee after the expiration of the original
term hereof.
8. INSURANCE. Corporation shall have the right to insure its obligation
hereunder and to obtain such key man life insurance on the Employee as it
deems necessary or appropriate and Employee agrees to cooperate as may be
necessary or appropriate in order to obtain such insurance.
9. ARBITRATION. All claims, disputes and other matters in question between
the parties to this Agreement arising out of or relating to this Agreement
or the breach thereof, other than under Paragraph 7, hereof, shall be
decided by arbitration in accordance with the Commercial Disputes
Arbitration Rules of the American Arbitration Association then obtaining.
Notice of the demand for arbitration shall be filed in writing with the
other party to this agreement and with the American Arbitration Association.
The award rendered by the arbitrator shall be final and judgement may be
entered upon it in accordance with applicable law in any court having
jurisdiction thereof. Arbitration hereunder shall take place in Grand
Rapids, Michigan.
10. WAIVER OF BREACH. The waiver by the Corporation of the breach of any of
the provisions of this Agreement shall not be deemed a waiver by Corporation
of any subsequent breach.
11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.
12. GOVERNING LAW. This Agreement is made in the State of Michigan and shall
be interpreted in accordance with the laws thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day,
month and year first above written.
RIVIERA TOOL COMPANY XXXXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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It's Chief Financial Officer
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