EXHIBIT 10.17
McLAREN AUTOMOTIVE GROUP, INC.
EMPLOYMENT AGREEMENT
This Agreement made and entered into as of this first day of May 1999 by and
between McLaren Automotive Group, Inc., a corporation duly organized and
existing under and pursuant to the laws of the State of Delaware, with its
principle offices located at 000 X Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "MAG") and Xxxxx Xxxxxxxxx an individual residing in
the City of Santa Barbara, California (hereinafter referred to as "Xxxxxxxxx").
Witnesseth:
Whereas, MAG is engaged in the development, marketing, sale and use of
intellectual properties and wishes to employ Xxxxxxxxx starting May 1st, 1999,
in the position of Chief Financial Officer, for the Corporation; and Whereas,
MAG will employ Xxxxxxxxx and Xxxxxxxxx will accept employment by MAG, as its
Chief Financial Officer, pursuant to the terms hereof.
Now, therefore, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. Employment Term: MAG agrees to employ Xxxxxxxxx and Xxxxxxxxx agrees
to work for MAG. The initial term of Xxxxxxxxx'x employment shall begin on the
first day of May 1999 and shall continue until the Thirtieth day of April 2001.
Thereafter, Xxxxxxxxx'x employment shall be renewed for an additional two (2)
years unless either party gives to the other no less than ninety (90) days
written notice that this Agreement will be terminated at the end of the initial
term.
2. Scope of Employment: Xxxxxxxxx will manage and direct the Financial
activities of MAG and will have full authority for the proper execution of his
responsibilities as provided by the laws of the State of Delaware, subject to
the appropriate review and direction of the President and Chief Operating
Officer as well as the Audit and Compensation Committees of MAG. Xxxxxxxxx will
also serve as Secretary of the Corporation and will be expected to attend all
Board of Director meetings as well as attend to any other maters generally
falling within the scope of Chief Financial Officer and Secretary of MAG.
3. Compensation and Benefits:
(a) MAG shall pay to Xxxxxxxxx as compensation for the services to
be rendered by Xxxxxxxxx hereunder an annual base salary of One Hundred Thirty
Thousand dollars ($130,000.00) payable in 26 equal consecutive installments of
Five Thousand dollars
($5,000.00) each on Friday of every second week. Such installments are subject
to all legally required Federal and State withholding amounts. In the event this
Agreement should continue after the initial term, Xxxxxxxxx'x base salary shall
be adjusted annually as of May 1st each year there after to reflect any
percentage increase in the cost of living index published by the United States
Government for the Greater Los Angeles, Long Beach area.
(b) In addition, Xxxxxxxxx shall receive 25,000 options to
purchase stock in MAG annually . All such option grants shall be subject to
MAG's Stock Option Plan as amended from time to time.
(c) In addition to the compensation hereinabove set forth,
Xxxxxxxxx shall be entitled to participate in such other fringe benefit programs
from MAG as may be made available to other executives of MAG from time to time,
including, but not limited to, bonuses, stock options, profit sharing, auto
allowance, cellular phone, merit increases, health insurance programs, vacation
and other such programs as may be determined by MAG's Chief Executive Officer
and /or its Board of Directors. Xxxxxxxxx shall be reimbursed for all
reasonable, ordinary and necessary business expenses incurred for the benefit of
MAG subject to MAG's policies and procedures.
4. Termination:
(a) If this Agreement is terminated at will by MAG prior to the
expiration of its initial year MAG will pay Xxxxxxxxx'x base salary as if the
Agreement was to remain in effect for its full term. Should termination, at
will, occur in the second year or any subsequent extension of this Agreement,
MAG's sole obligation to Xxxxxxxxx shall be (i) to pay to Xxxxxxxxx a severance
payment equal to the then current annual base salary of Xxxxxxxxx at the time of
termination payable in equal monthly installments on the last business day of
each month for twelve (12) months following the effective date of termination;
and (ii) to reimburse Xxxxxxxxx for the COBRA health insurance premiums paid by
Xxxxxxxxx for the twelve (12) month period following termination. If Xxxxxxxxx
obtains other employment during this twelve (12) month period, the amount of
severance paid each month may be reduced by MAG by the amount of compensation
paid each month by the other employer and, if Xxxxxxxxx receives health
insurance from any source during such twelve (12) month period, MAG will not be
obligated to reimburse Xxxxxxxxx for his COBRA payments.
(b) This agreement may be terminated for cause without any
continuing obligation, to Xxxxxxxxx, by MAG. Cause shall be any action or
actions by Xxxxxxxxx that are determined prosecutable as criminal in a court of
competent jurisdiction.
5. Arbitration: Any controversy or claim arising out of or relating to
this agreement, or breach thereof, shall be settled by binding arbitration in
Santa Barbara, California before a panel of arbitrators selected as follows:
within ten (10) days of demand by either party for arbitration, each party will
select on arbitrator and those two will select a third arbitrator, and those
three shall constitute the panel. The arbitrator's decision will be by majority
vote. The arbitration shall not be appealable by either party. The rules of the
American Arbitration
Association shall govern, and the decision of the arbitrators shall be final and
binding and judgement on the award may be entered by any court of competent
jurisdiction.
6. Entire Agreement: The foregoing constitutes the entire Agreement
between the parties and no modification of any of the provisions hereof shall be
binding upon either Xxxxxxxxx or MAG unless in writing signed by the party
against whom such modification is sought to be enforced.
7. Interpretation: This Agreement has been submitted to the scrutiny of
all parties hereto and of counsel. This Agreement shall be controlled by the
laws of the State of California without regard to its conflicts of laws
principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
McLAREN AUTOMOTIVE GROUP, INC. NAME OF CONTRACT PARTY
By: /s/ Wiley X. XxXxx By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Its: President and Chief Operating Officer
By: /s/ Xxxx X. XxXxxxxxx
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Member Compensation Committee
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Member Compensation Committee
By:
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Member Compensation Committee
