EXHIBIT 10.2(d)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Agreement, made and dated as of July 23, 2003, ("Effective Date"), by
and between Starcraft Corporation, an Indiana corporation ("Employer"), and
Xxxxx X. Xxxx, a resident of Elkhart County, Indiana ("Employee").
W I T N E S S E T H
WHEREAS, Employee serves as Chairman of the Board, and is employed by
Employer as its Chief Executive Officer, for itself and each of its subsidiaries
and affiliates ("Job Responsibilities") and Employee has made valuable
contributions to the strategic planning, business operations, and financial
strength of Employer, including undertaking financial risk personally by
affording financial accommodation and guaranty agreements for the benefit of
Employer to third parties;
WHEREAS, Employer and Employee entered into an Employment Agreement dated
as of December 12, 1996, a First Amendment thereto dated as of December 12,
1996, and a Second Addendum thereto dated as of December 15, 1997;
WHEREAS, Employer desires to encourage Employee to continue to make
valuable contributions to Employer's business operations and not to seek or
accept employment elsewhere;
WHEREAS, Employee desires to be assured of a secure minimum compensation
and Job Responsibilities with Employer for his continued services over a defined
term;
WHEREAS, Employer desires to assure the continued services of Employee on
behalf of Employer on an objective and impartial basis and without distraction
or conflict of interest in the event of an attempt by any person to change
Employee's Job Responsibilities or to obtain control of Employer;
WHEREAS, Employer recognizes that when faced with a proposal for a change
of control of Employer, Employee will have a significant role in helping the
Board of Directors assess the options and advising the Board of Directors on
what is in the best interests of Employer and its shareholders, and it is
necessary for Employee to be able to provide this advice and counsel without
being influenced by the uncertainties of his own situation; and
WHEREAS, Employer desires to amend and restate the employment agreement, as
amended, and provide fair and reasonable benefits to Employee on the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises, the mutual covenants
and undertakings herein contained and the continued employment of Employee to
perform Job Responsibilities for Employer, Employer and Employee, each intending
to be legally bound, covenant and agree as follows:
1. Upon the terms and subject to the conditions set forth in this
Agreement, Employer employs Employee to perform Job Responsibilities for
Employer, its subsidiaries, and affiliates, and Employee accepts such
employment. "Affiliate," for purposes of this Agreement, means an entity that is
controlled by Employer, or 50% or more owned by Employer, and also means an
entity that adopts this Agreement with the Employer's consent.
2. Employee's Job Responsibilities shall be, and Employee agrees to serve
as, Chairman of the Board and Chief Executive Officer for Employer, and each of
its affiliates and subsidiaries; provided, however that such duties shall be
performed in or from the current office of Employee in the offices of Employer
currently located at Goshen, Indiana, and shall be of the same character as
those previously performed by Employee and generally associated with the offices
held by Employee. Employee shall not be required to be absent from the location
of the principal executive offices of Employer on travel status or otherwise
more than ten (10) days in any calendar year. Employer shall not, without the
written consent of Employee, relocate or transfer Employee to a location more
than fifteen (15) miles from his principal residence. Employee shall perform Job
Responsibilities for Employer as Chairman of the Board and Chief Executive
Officer for Employer and each of its subsidiaries and affiliates in
substantially the same manner and to substantially the same extent as Employee
rendered such services to Employer before the date hereof. Although while
employed by Employer, Employee shall devote substantially all his business time
and efforts to Employer's business and shall not actively engage in any other
business related to that of Employer, Employee may use his discretion in fixing
his hours and schedule of work consistent with the proper discharge of his
duties. Employer shall cause Employee to be nominated to successive terms as a
member of Employer's Board of Directors and shall use its best efforts to cause
Employee to be elected and re-elected as a member of and Chairman of such Board,
and the Board of Directors and/or Board of Managers of each subsidiary and each
affiliate of Employer.
3. The term of this Agreement shall begin on the "Effective Date" and shall
end on the date which is five (5) years following such date (the "Anniversary
Date"); provided, however, that such term shall be extended for additional five
(5) year terms on each Anniversary Date, unless either party hereto gives
written notice to the other party not to so extend within ninety (90) days prior
to each such Anniversary Date, in which case no further extension shall occur
and the term of this Agreement shall end on the Anniversary Date as of which the
notice not to extend is given (such term, including any extension thereof shall
herein be referred to as the "Term"). A notice not to so extend given by either
party shall be a termination of employment prior to the expiration of the Term
of this Agreement, for all purposes, including subsection 7(B) of this
Agreement. Such notice not to extend shall be in the form of the "Notice of
Termination" defined in Section 10 hereof and shall contain specific reference
to specific provisions of Section 7 hereof relied upon for any such termination
of the Term of this Agreement.
4. Employee shall receive an annual salary of not less than three hundred
thousand dollars ($300,000) ("Base Compensation") payable at regular intervals
in accordance with Employer's normal payroll practices now or hereafter in
effect. Employer may consider and declare from time to time increases in the
salary it pays Employee and thereby increases in his Base Compensation. Employer
shall review Employee's Base Compensation on an annual basis with the intention
that such review of the Base Compensation and the Executive Bonus Plan, subject
to the discretion, responsibilities and policies of the Employer's Compensation
Committee, shall cause the annual Base Compensation and Bonus to increase from
year to year. Any and all increases in Employee's salary pursuant to this
section shall cause the level of Base Compensation to be increased by the amount
of each such increase for purposes of this Agreement. The increased level of
Base Compensation as provided in this section shall become the level of Base
Compensation for the remainder of the Term of this Agreement until there is a
further increase in Base Compensation as provided herein. "Base Compensation"
means the total annual base salary payable to the Employee at the rate in effect
on the date of the termination of the Term of Employment. Base Compensation
shall not be reduced for any salary reduction contributions (i) to cash or
deferred arrangements under Section 401(k) of the Code, (ii) to a Tax Sheltered
Annuity under Section 403(b) of the Code, (iii) to a cafeteria plan under
Section 125 of the Code, or (iv) to a nonqualified deferred compensation plan.
Base Compensation shall not take into account any bonuses, reimbursed expenses,
credits or benefits (including benefits under any plan of deferred
compensation), or any additional cash compensation or compensation payable in a
form other than cash. It shall not be a breach of this Section 4 in the event
that Employer and Employee shall mutually agree to reduce Employee's Base
Compensation from time to time. Such reductions shall be immediately restored
prior to the occurrence of any termination of the Term described in Section 7
and shall be deemed included in the Base Compensation then in effect at the time
of any such event of termination. Furthermore, any such decrease in Base
Compensation from time to time shall not disqualify Employee from participation
in Benefit Plans except as Employee shall agree.
5. So long as Employee is employed by Employer pursuant to this Agreement,
he shall be included as a participant in all present and future employee
benefit, retirement, and compensation plans generally available to employees of
Employer, consistent with his Base Compensation, his Job Responsibilities and
his position as Chairman of the Board and Chief Executive Officer of Employer
and each of its subsidiaries and affiliates, including, without limitation, any
Employer 401(k) plan, Stock Incentive Plan, Executive Bonus Plan, split dollar
life insurance program, and group life insurance plans (collectively, "Benefit
Plans"), each of which Employer agrees to continue in effect on terms no less
favorable than those currently in effect as of the date hereof (as permitted by
law) during the Term of this Agreement.
6. In addition to the items of the Benefit Plans referred to in Section 5
hereof, the following shall be additional items included within the definition
of "Benefit Plans" for this Employee under this Agreement. So long as Employee
is employed by Employer pursuant to this Agreement, Employee shall receive
reimbursement from Employer for all reasonable business expenses incurred in the
course of his employment by Employer, upon submission to Employer of written
vouchers and statements for reimbursement. Employee shall attend, at his
discretion, those professional meetings, conventions, and/or similar functions
that he deems appropriate and useful for purposes of keeping abreast of current
developments in the industry and/or promoting the interests of Employer. So long
as Employee is employed by Employer pursuant to the terms of this Agreement,
Employer shall continue in effect vacation policies applicable to Employee no
less favorable from his point of view than those written vacation policies in
effect on the date hereof. So long as Employee is employed by Employer pursuant
to this Agreement, Employee shall be entitled to Employee's existing office
space, existing executive assistant, and other working conditions no less
favorable from his point of view than were in effect for him on the date hereof.
So long as Employee is employed by Employer pursuant to this Agreement, employee
shall be entitled to the use of a company car provided by the Employer. So long
as Employee is employed by Employer pursuant to this Agreement, Employee shall
be entitled to membership in such country clubs, social clubs, and golf clubs
that Employee deems appropriate and useful, and Employer shall continue to pay
the initiation fees, membership fees, and dues and assessments for each of such
memberships. So long as Employee is employed by Employer pursuant to this
Agreement, Employee shall be entitled to personal tax preparation services, an
annual physical examination, personal umbrella insurance coverage in an amount
not less than Ten Million Dollars ($10,000,000.00), and Employer shall pay and
continue to pay the fees, expenses, and premiums for each of the foregoing.
7. Subject to the respective continuing obligations of the parties,
including but not limited to those set forth in Sections 8 hereof, Employee's
employment by Employer may be terminated effective on any Anniversary Date or
otherwise prior to the expiration of the Term of this Agreement upon written
notice as required by Section 10 hereof, and as follows:
(A) Employer, by action of its Board of Directors and upon written
notice to Employee, may terminate Employee's employment with Employer at
any time for Reasonable Cause. For purposes of this subsection 7(A),
"Reasonable Cause" shall be defined as:
(i) the willful, flagrant and repeated failure of Employee to
perform his duties or to comply with the reasonable directions of the
Board of Directors, which failure continues after the Board of
Directors has given written notice to Employee specifying in
reasonable detail the manner in which Employee has failed to perform
such duties or comply with such directions, together with a reasonable
opportunity to cure the failure to perform his duties;
(ii) the conviction of the Employee for a felony which the Board
of Directors determines in the exercise of its reasonable judgment
could be expected to have a material adverse impact on the Employer.
(B) Employer, by action of its Board of Directors, may fail to renew
this Agreement effective any Anniversary Date, or may terminate Employee's
employment with Employer at any time, upon ninety (90) days' prior written
notice to Employee, without Reasonable Cause, provided, however, if upon a
Change of Control (as defined in this subsection 7(B)) the Board of
Directors changes the Job Responsibilities to delete "Chief Executive
Officer" and substitute therefor "Assistant Secretary," such shall not be a
termination for purposes of this subsection 7(B). For purposes of this
Agreement, a "Change of Control" of Employer shall be deemed to have
occurred if during, or following the consummation of, a stock purchase
program, tender offer, exchange offer, merger, consolidation, sale of
substantially all of Employer's assets, contested election, or any
combination of the foregoing transactions, any person, entity or group of
persons acting in concert (other than the Employee, Employee's spouse, or
their trusts), directly or indirectly, (i) acquires the power to vote in
excess of twenty-five percent (25%) of the voting securities of Employer
and one or more of its representatives are elected to the Employer's Board
of Directors; (ii) acquires ownership of the power to vote in excess of 50%
of the voting securities of Employer; or (iii) otherwise acquires effective
control of the business and affairs of Employer; provided, however, that
(a) a Change of Control shall not be deemed to occur as a result of any
existing or future acquisition of shares of Employer capital stock by
Employee, and/or Xxxxx Xxxx or by any trust(s) or voting trust(s) of
Employee, and/or Xxxxx Xxxx, to which any of their Employer capital stock
is transferred, and further provided, that (b) a Change of Control shall
not be deemed to occur so long as and during that period after an event
which would otherwise be a Change of Control, during which period Xxxxx X.
Xxxx remains as Chairman of the Board and Chief Executive Officer of
Employer and its subsidiaries and affiliates.
(C) Employee, at any time and upon ninety (90) days' prior written
notice to Employer, may terminate his employment with Employer.
(D) Employee's employment with Employer shall terminate in the event
of Employee's death or permanent disability. "Disability" means (i) if
Employee is covered by an individual or group long-term disability policy
under Employer's Benefit Plans, then as defined in such policy without
regard to any waiting period, or (ii) if (i) is inapplicable, then
"disability" shall be defined as Employee's permanent inability by reason
of illness or other physical or mental incapacity to perform Job
Responsibilities for any consecutive one hundred eighty (180) day period,
provided that Notice of Termination by Employer because of Employee's
"disability" shall have been given to Employee prior to the full resumption
by him of the performance of such duties.
8. In the event of termination of Employee's employment with Employer
pursuant to Section 7 hereof, which shall include a nonrenewal of this Agreement
on any Anniversary Date as provided in Section 3 hereof or in Subsection 7(B) or
Subsection 7(C) hereof, written Notice of Termination as required by Section 10
shall be given, and, compensation shall continue to be paid by Employer to
Employee as follows:
(A) In the event of termination for Reasonable Cause by Employer
pursuant to subsection 7(A), compensation provided for herein (including
Base Compensation) shall continue to be paid, and Employee shall continue
to participate in the Benefit Plans and other perquisites as provided in
Sections 5 and 6 hereof, through the date of termination specified in the
Notice of Termination. Any benefits payable under such Benefit Plans as a
result of Employee's participation in such plans through such date shall be
paid when due under those plans. The date of termination specified in any
Notice of Termination pursuant to subsection 7(A) shall be no later than
the last business day of the month following the month in which such notice
is provided to Employee.
(B) In the event of termination without Reasonable Cause by Employer
pursuant to subsection 7(B), or by Employee pursuant to subsection 7(C),
compensation provided for herein (including Base Compensation) shall
continue to be paid, and Employee shall continue to participate in the
Benefit Plans and other perquisites as provided in Sections 5 and 6 hereof,
through the date of termination specified in the Notice of Termination. Any
benefits payable under such Benefit Plans as a result of Employee's
participation in such plans through such date shall be paid when due under
those plans. In addition, Employee shall at his option exercised effective
the date of termination of the Term, be entitled to receive one of the
following:
either,
(i) Employee shall be entitled to continue to receive from
Employer his Base Compensation at the rates in effect at the time of
termination of the Term for five (5) additional twelve (12) month
periods. In addition, during such periods, Employer will maintain in
full force and effect for the continued benefit of Employee and his
spouse and his dependents each Benefit Plan described in Section 5 and
Section 6 in which Employee was entitled to participate immediately
prior to the date of his termination, unless an essentially equivalent
and no less favorable benefit is provided by a subsequent employer of
Employee. If the terms of any such Benefit Plan, or applicable laws,
do not permit continued participation in the Benefit Plans by Employee
and his spouse and his dependents, Employer will arrange to provide to
Employee and his spouse and his dependents a benefit substantially
similar to, and no less favorable than, the benefit he and his spouse
and his dependents were entitled to receive under such Benefit Plans;
or,
(ii) Employee shall be entitled to receive from Employer his Base
Compensation at the rates in effect at the time of termination for
five (5) additional twelve (12) month periods, payable in one lump sum
payment on or before thirty (30) days following the date of
termination, and Employer will not thereafter maintain any Benefit
Plan for the continued benefit of Employee and his spouse and his
dependents.
(C) In the event Employee's employment with Employer shall terminate
in the event of Employee's death, pursuant to subsection 7(D), compensation
provided for herein (including Base Compensation) shall continue to be paid
through the date of death. Employee's spouse and his dependents shall
continue to participate in the Benefit Plans and other perquisites as
provided in Section 5 and Section 6 hereof. From and after the date of
Employee's death, the spouse of Employee (or if none surviving, the
dependents of Employee) shall be entitled to continue to receive from
Employer the Employee's Base Compensation and Benefit Plans perquisites at
the rates in effect at the time of death, for five (5) additional twelve
(12) month periods. In addition, during such periods, Employer will
maintain in full force and effect for the continued benefit of the spouse
and dependents of Employee each Benefit Plan in which the spouse (or if
none surviving, the dependents of Employee) was entitled to participate
immediately prior to the date of death of Employee, unless an essentially
equivalent and no less favorable benefit is provided by a subsequent
employer of the spouse of Employee. If the terms of any Benefit Plan, or
applicable laws, do not permit continued participation by the spouse (or if
none surviving, the dependents of Employee), Employer will arrange to
provide to spouse (or if none surviving, the dependents of Employee) a
benefit substantially similar to, and no less favorable than, the benefit
the spouse (or if none surviving, the dependents of Employee) was entitled
to receive under such Benefit Plans at the date of death of Employee.
Employer reserves the right to cause the payments provided for herein to be
funded and paid in whole or in part from life insurance, annuities, or
other such similar devices, in its sole discretion.
(D) In the event Employee's employment with Employer shall terminate
in the event of Employee's disability pursuant to subsection 7(D),
compensation provided for herein (including Base Compensation) shall
continue to be paid through the date of disability as defined in subsection
7(D), and from and after the date of Employee's disability and during the
continuance or recurrence thereof, Employee shall be entitled to continue
to receive from Employer the Employee's Base Compensation and Benefit Plans
at the rates in effect at the time of termination for five (5) additional
twelve (12) month periods. In addition, during such periods, Employer will
maintain in full force and effect for the continued benefit of Employee and
his spouse and his dependents each Benefit Plan in which Employee was
entitled to participate immediately prior to the date of disability of
Employee, unless an essentially equivalent and no less favorable benefit is
provided by a subsequent employer of Employee. If the terms of any Benefit
Plan, or applicable laws, do not permit continued participation by Employee
and his spouse and his dependents, Employer will arrange to provide
Employee and his spouse and his dependents a benefit substantially similar
to, and no less favorable than, the benefit Employee and his spouse and his
dependents were entitled to receive under such Benefit Plans at the date of
disability of Employee. Employer reserves the right to cause the payments
provided herein to be funded and paid in whole or in part from life
insurance, annuities, or other such similar devices, in its sole
discretion.
(E) Employer will permit Employee or his personal representative(s) or
heirs, during a period of three months following termination of Employee's
employment by Employer for any reason, including Reasonable Cause, to
require Employer, upon written request and at Employee's or his personal
representative's or his heirs' option, to purchase all or less than all of
outstanding warrants or stock options previously granted to Employee under
any Employer warrant or stock option plan then in effect, whether or not
such warrants or options are then exercisable or have terminated, at a cash
purchase price equal to the amount by which the aggregate "fair market
value" of the shares subject to such options or warrants exceeds the
aggregate warrant or option or warrant price for such shares. For purposes
of this Agreement, the term "fair market value" shall mean the higher of
(i) the average of the highest asked prices for Employer shares in the
over-the-counter market as reported on the NASDAQ system or other national
exchange if the shares are traded on such system for the thirty (30)
business days preceding such termination, or (ii) the average per share
price actually paid for the most highly priced one percent (1%) of the
Employer shares acquired in connection with any Change of Control of the
Employer by any person or group acquiring such control.
9. In order to induce Employer to enter into this Agreement, Employee
hereby agrees as follows:
(A) Unless otherwise required to do so by law, including the order of
a court or governmental agency, Employee shall not divulge or furnish any
trade secrets (as defined in IND. CODE ss. 24-2-3-2) of Employer or any
confidential information acquired by him while employed by Employer
concerning the policies, plans, procedures or customers of Employer to any
person, firm or corporation, other than Employer or upon its written
request, or use any such trade secret or confidential information directly
or indirectly for Employee's own benefit or for the benefit of any person,
firm or corporation other than Employer, since such trade secrets and
confidential information are confidential and shall at all times remain the
property of Employer.
(B) If Employee's employment by Employer is terminated for any reason
by either Employee or Employer, Employee will turn over immediately
thereafter to Employer all business correspondence, letters, papers,
reports, customers' lists, financial statements, records, drawings, credit
reports or other confidential information or documents of Employer or its
affiliates in the possession or control of Employee, all of which writings
are and will continue to be the sole and exclusive property of Employer or
its affiliates.
10. Any termination of Employee's employment with Employer as contemplated
by Section 3 and Section 7 hereof, except in the circumstances of Employee's
death, shall be communicated by written "Notice of Termination" by the
terminating party to the other party hereto. Any "Notice of Termination" must
refer to one or more of the subsections of Section 7, shall indicate the
specific provisions of this Agreement and one or more of such subsections of
Section 7 relied upon, and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination under one or more
of such subsections of Section 7.
11. Anything in this Agreement to the contrary notwithstanding, payment of
Base Compensation by the Employer to or for the benefit of the Employee pursuant
to subsection 8(B) hereof shall be inclusive of payment attributable to the
confidentiality covenants of subsection 9(A), and shall be payable whether or
not deductible by the Employer for federal income tax purposes.
12. If a dispute arises regarding termination of employment pursuant to
Section 3 and Section 7 hereof, said dispute shall be resolved by binding
arbitration determined in accordance with the rules of the American Arbitration
Association and if Employee obtains a final award in his favor or his claim is
settled by Employer prior to the rendering of an award by such arbitration, all
reasonable legal fees and expenses incurred by Employee in contesting or
disputing any such termination or otherwise pursuing his claim shall be paid by
Employer, to the extent permitted by law. If a dispute arises regarding other
provisions of this Agreement, including enforcement of the confidentiality
provisions hereof, then such shall be heard only by the judge and not by a jury,
in any court of general jurisdiction in Elkhart County, Indiana, to which such
sole and exclusive jurisdiction each party irrevocably consents. Each party
agrees not to assert and hereby waives any right of removal, consolidation or
joinder with any other action, or any transfer by reason of preferred venue. The
prevailing party shall be entitled to its costs, expenses and reasonable
attorney's fees. It is provided, however, that in either of arbitration or
judicial proceedings, if it is determined that Employer breached any of the
material terms or conditions of this Agreement, then as liquidated damages,
Employee shall be entitled to receive not less than the Base Compensation and
Benefit Plan payments described in subsection 8(B) hereof.
13. Should Employee die after termination of his employment with Employer
while any amounts are payable to him hereunder, this Agreement shall inure to
the benefit of and be enforceable by Employee's executors, administrators,
heirs, distributees, devisees and legatees and all amounts payable hereunder
shall be paid in accordance with the terms of this Agreement to Employee's
devisee, legatee or other designee or, if there is no such designee, to his
estate.
14. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been given
when sent by facsimile confirmed receipt and simultaneously mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Employee: Xxxxx X. Xxxx
0000 X. Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Employer: Starcraft Corporation
0000 X. Xxxxxxx Xxxxxx
Post Office Box 1903
Goshen, IN 46527-1903
Attention: Xxxxxxx X. Xxxxxxxxxx, President
Phone: (000) 000-0000
Fax: (000) 000-0000
or to such address as either party hereto may have furnished to the other party
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
15. The validity, interpretation, and performance of this Agreement shall
be governed by the laws of the State of Indiana.
16. Employer shall require any successor, assignee, distributee or other
transferee of all or substantially all of its or its affiliates' or its
subsidiaries' assets or business ("Succession") (whether direct or indirect, by
purchase, merger, dissolution, liquidation, consolidation or otherwise) by
agreement in form and substance satisfactory to Employee to expressly assume and
agree to perform this Agreement in the same manner and same extent that Employer
would be required to perform it if no such Succession had taken place. As used
in this Agreement, "Employer" shall mean Employer or any of its subsidiaries or
affiliates from time to time and any successor to its or their business or
assets as aforesaid.
17. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
Employee and Employer. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of dissimilar provisions or conditions at the same or any prior or
subsequent time. No agreements or representation, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.
18. The invalidity or unenforceability of any provisions of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement which shall remain in full force and effect.
19. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.
20. This Agreement is personal in nature and neither party hereto shall,
without consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder except as provided in Section 13 and Section 16 above.
Without limiting the foregoing, Employee's right to receive compensation
hereunder shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or distribution as set forth in Section 13 hereof, and in the
event of any attempted assignment or transfer contrary to this paragraph,
Employer shall have no liability to pay any amounts so attempted to be assigned
or transferred.
21. No benefit payable at any time under this Agreement shall be subject in
any manner to alienation, sale, transfer, assignment, pledge, attachment, levy,
garnishment, or encumbrance of any kind.
22. Employer shall withhold any applicable income or employment taxes that
are required to be withheld from the benefits provided under this Agreement.
23. Employer does not guarantee payment of benefits payable under any
insurance coverage described or referred to herein, and any benefits thereunder
shall be the exclusive responsibility of the insurer that is required to provide
such benefits under such policy.
24. If the Employee transfers employment from Employer to a subsidiary or
an affiliate, then the Employee shall not be deemed to have terminated
employment for any purpose under this Agreement.
25. Employer shall continuously maintain its current liability insurance
through the termination date in the Notice of Termination, with such current
coverage for Employee as they relate to his Job Responsibilities, and
thereafter, Employer shall continue such coverage whether on "occurrence" or
"claims made" basis such that Employee does not incur a lapse in coverage.
Employer agrees not to materially modify, change or release (A) any insurance
coverages inuring to the benefit of Employee for claims or circumstances prior
to the termination date in the Notice of Termination such as: errors and
omissions, antitrust, defamation, libel and/or slander, officer and director
liability, employment practices, and the like, whether or not such claims or
circumstances are known, unknown, liquidated, or contingent, or (B) any right of
contribution, indemnity, hold harmless, or recoupment under the Articles of
Incorporation, Operating Agreement, and/or By-Laws of Employer, its affiliates,
and its subsidiaries.
26. Commencing upon the termination date in the Notice of Termination, the
Employee shall cease to be an employee of the Employer for any purpose. The
payment of benefits under this Agreement shall be payments to a former employee.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed
and delivered this 23rd day of July, 2003.
"Employee" "Employer"
STARCRAFT CORPORATION
/s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------- ------------------------------------
Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxx
President
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx
Compensation Committee Chairman
