EXHIBIT 10(m)
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT dated as of this 20th day of August, 2001 (the
"Amendment") to the Employment Agreement dated as of December 14, 1994 (the
"Employment Agreement"), as amended, by and between UNIVERSAL AUTOMOTIVE
INDUSTRIES, INC., a Delaware corporation (the "Company"), and Sami Israel
("Employee"). Unless otherwise defined herein, terms defined in the Employment
Agreement are used herein as therein defined.
RECITALS
A. The Company recognizes that Employee has provided, and now is
providing, valuable services to the Company.
B. The Company desires to motivate Employee to continue to provide his
services to the Company.
C. Employee and the Company have agreed to revise the Employment
Agreement as it relates to severance payments.
NOW, THEREFORE, in consideration of foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties hereto agree as follows:
1. RECITALS. The recitals set forth above are incorporated by reference
herein and made a part hereof as if fully rewritten.
2. TERMINATION OF EMPLOYMENT. Subparagraph (d) of paragraph 7 of the
Employment Agreement is duly amended and restated to read as follows:
(d) Termination With and Without Cause; Resignation. After
January 1, 1998, the Board of Directors, by vote of a majority thereof,
other than Employee, may terminate Employee's employment hereunder, at
any time, upon ninety (90) days' written notice to Employee of such
termination. Employee may voluntarily terminate his employment under
this Agreement by giving Employer not less than sixty (60) days'
written notice. Following the effective date of any termination without
cause, Employer: (i) shall pay to Employee a severance payment in an
amount equal to one (1) year of salary, as then in effect under the
Employment Agreement, with such amounts to be paid in two (2) equal
payments: one payment equal to fifty percent (50%) of the amount owed
on the date that Employer notifies Employee of his termination (the
"Termination Date"), and the final payment equal to the balance owed
within sixty (60) days of the Termination Date; and (ii) shall continue
to provide medical insurance and related health benefits to Employee at
the level being provided as of the date of termination of employment
(and to the extent the Employer is unable to provide continued
insurance to Employee following termination of employment due to the
fact that Employee is no longer employed by Employer or at any of its
subsidiaries, then Employer shall provide to Employee on a monthly
basis the amount of cash that it would have been required to pay to
maintain comparable coverage on a monthly basis had Employee continued
to be employed by Employer) until the earlier to occur of: (a) five (5)
years after the date of termination without cause; or (b) the first
date when Employee begins full time employment with another employer
after such termination. In addition, Employer shall be obligated to pay
the unpaid portion, if any, of the Employee's Base Salary and any
expense reimbursement for the period through the effective date of
Employee's termination or resignation which is due and remains unpaid,
Employee's share of any declared bonus and any entitlement due Employee
under any stock, retirement or benefit plans. If Employer terminates
Employee for "cause," or Employee resigns, Employer shall not have any
obligation to pay Employee any severance payment but shall be obligated
to pay all amounts set forth in the preceding sentence. For purposes of
this Employment Agreement, cause shall mean: (a) the commission by
Employee of theft or embezzlement of Employer's property or other acts
of dishonesty; (b) the commission by the Employee of a crime resulting
in injury to the business, property or reputation of Employer or any
affiliate of Employer or commission of other significant activities
harmful to the business or reputation of Employer or any affiliate of
Employer; (c) the commission of an act by Employee in the performance
of his duties hereunder determined by the Board of Directors of
Employer to amount to gross, willful, or wanton negligence; or (d) any
significant violation of any statutory or common law duty of loyalty to
Employer. Employee shall not be deemed to have resigned if Employee's
resignation is caused by a reduction in the base salary payable to
Employee.
3. MISCELLANEOUS.
a. Counterparts. This Amendment may be executed in any number of
counterparts each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the
same agreement.
b. Headings. Section headings herein are included for convenience
of reference only and shall not constitute a part of this
Amendment for any other purpose.
c. Governing Law. This amendment shall be governed by, and
construed and interpreted in accordance with, the law of the
State of Illinois.
d. Conflicts. All parties acknowledge that Xxxxxxx & Xxxxxxxx
Ltd. has provided legal services in the past for Employee, but
in preparing this Agreement, it has acted solely as counsel
for the Company and has advised Employee to retain independent
counsel with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
By:
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Title:
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EMPLOYEE:
Sami Israel
