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Exhibit 10.24
December 27, 1996
Xxxxx X. Xxxxxxx
0000 Xxxxxxxxx
Xxxxx Xxx, Xxxxxxxx 00000
Dear Xxxxx,
On behalf of Intermet Corporation, we are pleased to offer you the position of
Vice President of Sales & Marketing. The following proposes the conditions of
our Employment Conditions Agreement offer to you:
TITLE & POSITION: Vice President, Sales & Marketing, Corporate Officer and
member of Intermet Operating Committee.
BASE SALARY: $200,000. per year (Two Hundred Thousand Dollars)
PROFIT SHARING: A fiscal year annual profit sharing per "Intermet
designated Sr. Officers Profit Sharing Plan". Your share
will be 0.2% (.0020) of Intermet's audited annual pretax
earnings before minority interest and profit sharing,
payable by April of the following year. (Partial years will
be paid pro-rata.) Further, we guarantee a bonus of
$120,000, (One Hundred & twenty Thousand Dollars), or the
above plan, which ever is higher for your first two
years of employment.
SIGNING BONUS: Stock grant of 2500 Intermet common shares at
commencement of employment and, 7500 restricted
Intermet common shares (in your name) held in escrow, with
full voting rights and dividends, if any, paid directly to
you. The restricted stock will vest at a rate of 2500
shares each employment anniversary. Intermet will gross up
the imputed income to make the signing bonus
transactions tax-free to you.
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Xxxxxxx proposal
STOCK OPTIONS: 20,000 shares, priced on the first full day of employment.
EMPLOYMENT CONTRACT: Twenty four (24) months. After the first 12 months the
agreement becomes a one year "Evergreen," i.e., each
additional day you are employed adds another day to the
to the employment contract. (The employment contract is
subject to the additional terms listed in "Attachment
A.")
COUNTRY CLUB: Membership in your name. Company paid initiation fees,
(grossed up if required), at an appropriate Club conducive
to Intermet business interests. Five thousand dollars,
annually, supplement to base salary for dues support. All
other costs, except Intermet business expenses, shall be
your personal obligation. Additionally, Intermet owned
Dearborn TPC club membership privileges will be
available to you.
*COMPANY CAR: Per the Company policy for the Operating Committee.
( American made light vehicle up to equivalent of
Buick Park Avenue Ultra.)
*VACATION TIME: Four weeks annually
*OTHER BENEFITS: All other benefits available to Intermet Sr. Management,
including comprehensive health care; 401(k) with
company match of 50% on the first 4% of employee
salary deferral (subject to tax law limitations); company
paid ESOP, equivalent to 3% of base; and more.
*Note: Asterisked benefits are the same as provided all other operating
committee members.
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Xxxxxxx proposal
All of the above is subject to your immediate acceptance of the job and
to-beagreed-to early starting date of full employment. To Accept this offer,
please sign three copies of this offer letter, keep one copy and return two
copies to Intermet. We reserve the right to modify or withdraw this offer at
any time after January 3, 1997, if you have not accepted this offer by
returning the signed copy(s).
We hope the offer, terms, and conditions are satisfactory to you. We think
Intermet has an exciting future, and believe you can make positive impact on
our future, as a part of our management team. We are hopeful that you decide to
start a long relationship with Intermet.
Sincerely,
Attachment: Attachment "A" (five pages)
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ATTACHMENT "A"
The following are additional and restrictions to the Employment Guarantee
Agreement:
Termination of Employment
1.1 Termination of Employment for Cause or Other Than for Good Reason.
If, before the end of the Contract Term, the Company terminates the Executive's
employment for Cause or the Executive terminates employment other than for Good
Reason, then the Company shall pay to the Executive in a lump sum immediately
after the Date of Termination that portion of the Executive's Annual Base
Salary which is accrued but unpaid as of such Date of Termination, but the
Executive will not be entitled to receive any other compensation or benefits
under this Agreement.
1.2 Termination of Employment for Death or Disability. If, before the end
of the Contract Term, the Executive's employment terminates due to death or
Disability, the Company shall pay to the Executive (or to the Executive's
Designated beneficiary(s), in accordance to Company policy following the Date
of Termination:
(a) that portion of the Executive's Annual Base Salary which is accrued
but unpaid as of the Date of Termination and
(b) the amount of any Annual Bonus accrued during any period which ended
during the Employment Guarantee Term prior to the Date of
Termination, but which is unpaid as of the Date of Termination
(c) disability, life insurance, and other benefits as provided executives
for Company Benefits Plan.
1.3 Termination of Employment By the Company Without Cause Or By the
Executive for Good Reason. If, before the end of the Employment Agreement
Guarantee, the Executive's employment is terminated by the Company without
Cause or by the Executive for Good Reason, the Executive shall receive the
following:
(a) In lump sum, that portion of the Executive's Annual Base Salary
and any Guaranteed Annual Bonus which is accrued but unpaid as of the
Date of Termination,
(b) In monthly payments, the amount of the Executive's Annual Base Salary
which would be payable for the period beginning on the Date of
Termination and ending on the last day of the Contract Term,
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(c) The prorata of the Executive's Annual Bonus for the remainder of the
Contact Term, payment(s) not later than April following each
applicable fiscal year.
(d) The benefits to which the Executive was entitled during the Contract
Term. The amount of any benefits shall be reduced or eliminated to
the extent the Executive becomes entitled to duplicative benefits by
virtue of his/her subsequent employment after the Date of
Termination.
1.4 Other Termination Benefits. In addition to any amounts or benefits
payable upon termination of employment hereunder and except as otherwise
provided herein, the Executive shall be entitled to any payments or benefits
explicitly provided under the terms of any plan, policy or program of the
Company or as otherwise required by applicable law.
Certain Definitions
2.1 "Contract Term" means Employment Guarantee
2.2 "Disability" means any medically determinable physical or mental
impairment, that can be expected to last for a continuous period of not less
than six (6) months, and renders the Executive unable to perform the duties
required under this Agreement. The date of the determination of Disability is
the date on which the Executive is certified as having incurred a Disability by
a physician acceptable to the Company.
2.3 "Cause" means (a) the Executive's committing any felony or other
crime involving dishonesty; (b) any serious misconduct in the course of the
Executive's employment; or (c) the Executive's habitual neglect of the
Executive's duties (other than on account of Disability), except that (d) Cause
shall not mean:
(1) bad judgment or negligence other than habitual neglect of duty;
(2) any act or omission believed by the Executive in good faith to
have been in or not opposed to the interest of the Company (without intent of
the Executive to gain therefrom, directly or indirectly, a profit to which the
Executive was not legally entitled);
(3) any act or omission with respect to which a determination could
properly have been made that the Executive met the applicable standard of
conduct for indemnification or reimbursement under the By-Laws of the Company,
any applicable indemnification agreement or the laws and regulations under
which the Company is governed, in each case in effect at the time of such act
or omission.
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2.4 "Good Reason" means the occurrence of the following events:
(a) assignment to the Executive of any duties materially and adversely
inconsistent with the Executive's position as specified in the
Employment Guarantee (or such other position to which he/she may
be promoted), (but excluding a diminution of title which does not
result in a diminution of status, offices, or responsibilities),
or any other action by the Company which results in a material
and adverse change in such position, status, offices, titles or
responsibilities,
(b) the failure of the Company to assign this Agreement to a
successor to the Company,
(c) any failure by the Company to comply With the Compensation
provisions of the Employment Guarantee
(d) any material adverse change to the terms and conditions of the
Executive's employment under this Agreement;
if the Company fails to cure such event within 30 days after written notice
from the Executive; provided, however, that if the event is intentional,
knowing or repeated, the Executive shall not be required to provide written
notice or an opportunity to cure.
2.5 "Date of Termination" Means the date as of which He Executive's
employment with the Company is terminated by the Company or by the Executive
for any reason Including, but not limited to, death or Disability.
Restrictive Covenants
3.1 Trade Secrets, Confidential and Proprietary Business Information
(a) The Company has advised the Executive and the Executive
acknowledges that it is the policy of the Company to maintain as
secret and confidential all Protected Information (as defined
below), and that Protected Information has been and will be
developed at substantial cost and effort to the Company.
"Protected Information" means trade secrets, confidential and
proprietary business information of the Company, any information
of the Company other than information which has entered the
public domain (unless such information entered the public domain
through the efforts of or on account of the Executive), and all
valuable and unique information and techniques acquired,
developed or used by the Company relating to its business,
operations, employees and customers, which give the Company a
competitive advantage over those who do not know the information
and techniques and which are protected by the Company from
unauthorized disclosure, including but not limited to, customer
lists (including potential customers), sources of supply
processes, plans,
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materials, information, internal memoranda, marketing plans,
internal policies, and products and services which may be
developed from time to time by the Company and its agents or
employees.
(b) The Executive acknowledges that the Executive will acquire
Protected Information with respect to the Company and its
successors in interest, which information is valuable, special
and unique asset of the Company's business and operations and
that disclosure of such Protected Information would cause
irreparable damage to the Company.
(c) The Executive shall not, directly or indirectly, divulge,
furnish or make accessible to any person, firm corporation,
association or other entity (otherwise than as may be required in
the regular course of the Executive's employment) nor use in any
manner, either during or after termination of employment by the
Company and Protected Information or cause any such information
of the Company to enter the public domain.
3.2 Non-Competition.
(a) The Executive agrees that the Executive shall not during
the Executive's employment with the Company, and, if the
Executive's employment is terminated for any reason other than
termination of employment without Cause or for Good Reason,
thereafter for a period of one (1) year, directly or indirectly,
in any capacity, engage or participate in or become employed by
or render advisory or consulting or other services in connection
with any Prohibited Business as defined below.
(b) The Executive agrees that the Executive shall not during
the Executive's employment with the Company, and, if the
Executive's employment is terminated for any reason, thereafter
for a period of one (1 ) year, make any financial investment,
whether in the form of equity or debt, or own any interest,
directly or indirectly, in any Prohibited Business. Nothing in
this Section 7.02 shall, however, restrict the Executive from
making any investment in any company whose stock is listed on a
national securities exchange or actively traded in the
over-the-counter market; provided that (i) such investment does
not give the Executive the right or ability to control or
influence the policy decisions of any Prohibited Business, and
(ii) such investment does not create a conflict of interest
between the Executive's duties hereunder and the Executive's
interest in such investment.
(c) "Prohibited Business" shall be defined as any business and
any branch, office or operation thereof, which is a direct and
material competitor of the Company wherever the Company does
business, in the United States or abroad, and which has
established or seeks to establish contact, in whatever
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form (including but not limited to solicitation of sales, or the
receipt or submission of bids) with any entity who is at any time
a client, customer or supplier of the Company (including but not
limited to all subdivisions of the federal government.)
3.3 Undertaking Regarding Employees. From the date hereof until two
years after the Executive's Date of Termination, the Executive shall not,
directly or indirectly (a) encourage any employee of the Company or its
successors in interest to leave their employment with the Company or its
successors in interest; or (b) employ, hire, solicit or cause to be employed or
hired or solicited (other than by the Company or its successors in interest),
or establish a business with, or encourage others to hire, any person who
within two (2) years prior thereto was employed by the Company or its
successors in interest to leave their employment with the Company or its
successors in interest.
3.4 Disclosure of Employee-Created Trade Secrets, Confidential and
Proprietary Business Information. The Executive agrees to promptly disclose to
the Company all Protected Information developed in whole or in part by the
Executive during the Executive's employment with the Company and which relate
to the Company's business. Such Protected Information is, and shall remain, the
exclusive property of the Company. All writings created during the Executive's
employment with the Company (excluding writings unrelated to the Company's
business) are considered to be Works-for-hire for the benefit of the Company
and the Company shall own all rights in such writings.
