FEATHERLITE, INC. Highways 63 and 9 Cresco, Iowa 52136
Exhibit
10.27
FEATHERLITE,
INC.
Highways
63 and 9
Xxxxxx,
Xxxx 00000
March
10,
2006
Xxxxx
X.
Xxxxxx
000
Xxxxxxxxxx XX
Xxxxxx,
XX 00000
Re: Bonus
Agreement
Dear
Xxx:
As
you
know, Featherlite, Inc. (the “Company”) is exploring various business
combination opportunities. We understand that this news may cause uncertainty
and that
any
uncertainty about one’s employment future is always difficult. The Board of
Directors wants you to know how important you are to the Company’s future and it
has directed management to provide additional incentive to continue your
employment with the Company as we seek business combination opportunities.
The
Compensation Committee and the Board of Directors have approved the
following;
The
specific terms of this retention offer are as follows:
| 1. |
Stay
Bonus.
If
you continue to serve as President of Featherlite Luxury Coaches
until the
earlier of (i) the date any Change of Control (as defined in paragraph
4
below) is completed and or until (ii) June 1, 2006 (the “Service
Requirement”), which ever comes first, you will receive a Stay Bonus of
$100,000, less applicable
withholding.
|
| 2. |
Payment.
The Stay Bonus will be payable within five days after the Service
Requirement is satisfied.
|
| 3. |
Termination
of Employment.
If
you are terminated by the Company prior to the satisfaction of the
Service
Requirement, other than for Cause, you will receive the Stay Bonus
within
five days after such termination. “Cause” is defined as any criminal or
grossly negligent act that injures the reputation, business or performance
of the Company; job-related acts of dishonesty, theft or misappropriation
of property of the Company; or any violation of any confidentiality,
non-compete or non-solicitation agreements to which you may be
subject.
|
| 4. |
Change
of Control.
For purposes of this Agreement, “Change
of Control” shall mean a merger or consolidation to which the Company is a
party, an acquisition by the Company involving the issuance of the
Company’s securities as consideration for the acquired business, or any
combination of fully closed and completed mergers, consolidations
or
acquisitions during any consecutive twenty-four (24) month period,
if the
individuals and entities who were shareholders of the Company immediately
prior to the effective date of such merger, consolidation, or acquisition
(or prior to the effective date of the first of a combination of
such
transactions) have, immediately following the effective date of such
merger, consolidation or acquisition (or following the effective
date of
the last of a combination of such transactions), beneficial ownership
(as
defined in Rule 13d-3 under the Securities Exchange Act of 1934)
of less
than fifty percent (50%) of the total combined voting power of all
classes
of securities issued by the surviving corporation for the election
of
directors of the surviving corporation.
|
| 5. |
Confidentiality.
The
contents of this letter agreement are confidential and may only be
disclosed to your legal advisers, spouse or significant other and
your
supervisor. Any violation of this provision may result in rescission
of
this offer.
|
| 6. |
Employment
Status.
This letter agreement is not an employment agreement and your status
as an
employee will not change.
|
| 7. |
Termination.
This letter agreement shall terminate upon payment of the Stay Bonus
in
accordance with paragraphs 1, 2 or 3 or, if earlier, upon the termination
of your employment for Cause, as defined above, provided that the
release
set forth in the following paragraph shall survive any termination
of this
agreement.
|
Specifically
in consideration of this letter agreement and the rights to the Stay Bonus
provided herein, you, for yourself and anyone who has or obtains legal rights
or
claims through you, do release, agree not to xxx, and forever discharge the
Company, its subsidiaries and divisions and its and their officers, directors,
employees, representatives and affiliates, of and from any and all manner of
claims, demands, actions, causes of action, administrative claims, liability,
damages, claims for punitive or liquidated damages, claims for attorney’s fees,
costs and disbursements, individual or class action claims, or demands of any
kind whatsoever, you have or might have against them or any of them, whether
known or unknown, in law or equity, contract or tort, arising out of or in
connection with your employment with the Company, or otherwise, and however
originating or existing, from the beginning of time through December 31, 2005.
This release includes, without limiting the generality of the foregoing, any
claims you may have for wages, bonuses, commissions, penalties, compensation,
deferred compensation, vacation pay, paid time off, severance pay or benefits
through December 31, 2005. This release does not apply to claims under the
terms
of this letter agreement or vested benefits under the Company’s benefit
plans.
This
release does not apply to any bonus or compensation plan for 2006 and beyond.
Xxxxxx is included in the Featherlite Executive bonus plan approved by the
Compensation Committee and the Board of Directors for 2006 and beyond as long
as
he is Vice President of Featherlite, Inc. and President of Featherlite Luxury
Coaches.
Sincerely,
| FEATHERLITE, INC. | ||
| |
|
|
| Date: March 10, 2006 | By: | /s/ Xxxxxx X. Xxxxxxx |
|
|
||
| President and Chief Executive Officer | ||
I
have
read, understand and agree to the terms and conditions of this
Agreement.
| FEATHERLITE LUXURY COACHES | ||
| |
|
|
| Date: March 10, 2006 | By: | /s/ Xxxxx X. Xxxxxx |
|
|
||
|
President,
Luxury Coach Divison
Vice President,
Featherlite, Inc.
|
||
