EMPLOYMENT AGREEMENT
EXHIBIT 10.1
EMPLOYMENT
AGREEMENT,
dated
as of April 28, 2006, between Titan International, Inc., a Illinois corporation
(“Titan and/or Company”), and Xxxxxxx X. Xxxxxx, Xx. (“Executive”) (hereinafter,
as amended or modified and in effect called “Agreement”). The effective date of
this Agreement (the “Effective Date”) shall be April 28, 2006.
INTENDING
TO BE LEGALLY BOUND HEREBY, the parties agree as follows:
1. Position. Titan
agrees to employ Executive and Executive agrees to accept employment as CEO
and
Chairman of Titan pursuant to the terms of this Agreement. Executive will
perform such services in the capacity of CEO and Chairman as may be assigned
to
him by the By-laws and, from time to time by the Board of Directors of Titan
during the Employment Term and, if applicable, during the Extended Employment
Term, (as such terms are defined in Section 2). Executive also will serve
as a
Director of Titan during the Employment Term, and if applicable, during the
Extended Employment Term. Executive will devote such of his business skill,
time
and effort to his employment hereunder as shall be reasonably necessary to
discharge his obligations hereunder.
2. Employment
Term. Executive’s
term of employment by Titan under this Agreement will begin on the Effective
Date and will terminate on the date four years after the Effective Date (the
“Employment Term”), unless terminated earlier as provided in Sections 6 and 7
hereof.
Subject
to the provisions of Sections 6 and 7 of this Agreement, this Agreement shall
automatically and without requirement for action by either party be extended
for
an additional one year period, and similarly shall be automatically extended
by
successive one-year periods from year to year thereafter (collectively, such
one-year renewal periods are hereinafter referred to as the “Extended Employment
Term”), unless notice of nonrenewal is given in accordance with the provisions
of the following three sentences. If either party desires not to continue
the
employment of Executive under this Agreement beyond the Employment Term,
or, if
applicable, beyond the Extended Employment Term (the last day of the Employment
Term, or the last day of the Extended Employment Term, if applicable, is
hereinafter referred to as the “Termination Date”), that party shall at least
twelve (12) months but not more than sixteen (16) months prior to the
Termination Date give written notice to such effect to the other party. Unless
the notice of nonrenewal is thereafter revoked prior to the Termination Date
by
the party giving notice, and the party receiving notice of such nonrenewal
consents in writing to the revocation thereof, the employment of Executive
under
this Agreement shall terminate effective on the Termination Date. Any notice
of
nonrenewal, revocation of nonrenewal or consent to revocation of nonrenewal
given by Titan shall be authorized by its Board of Directors as then constituted
by majority vote.
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3. Direct
Compensation. For
his
service hereunder during the Employment Term and, if applicable, during the
Extended Employment Term, Executive will receive a base salary payable at
an
annual rate of $ 750,000.00 (the “Base Salary”), to be paid in accordance with
the normal practices for remunerating Titan executive management. Nothing
in
this Agreement will be deemed to prohibit an increase at any time in the
Base
Salary if Titan’s Board of Directors approves. (The Base Salary, if so adjusted,
is herein called the “Adjusted Base Salary”). In addition to salary, each
calendar year, the Executive shall be entitled to receive a minimum bonus
of one
hundred percent (100%) up to a maximum of one hundred and fifty percent (150%)
of his salary based on performance with specified criteria. The Board of
Directors will establish the bonus and performance standards at the beginning
of
each year. The Executive shall receive stock options of up to a minimum of
two
hundred percent (200%) of his base salary and in shares of the Company stock
under the Company Stock Incentive Plan that shall vest and become exercisable
as
prescribed by the Plan. The Executive shall be entitled to a special performance
cash award if at the end of four years, the stock price has increased above
$19.05 per share, the difference above $19.05 per share, if any, shall be
multiplied by 1,000,000 and paid to the Executive as he instructs or equally
over the next four years. The Executive during the Employment term shall
be
entitled to six weeks of vacation plus Titan designated holidays in each
year
and shall, during such periods, be entitled to remuneration as hereinbefore
provided and car allowance.
4. Standard
Executive Benefits. In
addition to the benefits described in Sections 4, 6 and 7, Executive and,
as
applicable, Executive’s family, shall be entitled to participate during the
Employment Term, and if applicable, during the Extended Employment Term in
all
of Titan’s then prevailing Executive benefit plans and programs which are
generally available to Titan executive management, including without limitation,
any group life, hospitalization, surgical, major medical and accidental death
and dismemberment insurance plans and/or benefits, dental, 401k and any pension
or other capital accumulation plans (collectively, the “Standard Executive
Benefits”).
5. Life
Insurance.
During
the Employment Term, and, if applicable, during the Extended Employment Term,
Titan shall also have the right, from time to time, at its election, to insure
the life of Executive for the sole benefit of Titan. In such event, the amount
of insurance and type of policy shall be determined by Titan and all premiums
incurred thereon shall be the obligation of Titan. Executive shall have no
interest in any such policy, but shall cooperate with Titan in obtaining
such
insurance by submitting to physical examination, by supplying all information
reasonably required by the insurance company, and by executing all necessary
documents, provided that no financial obligation is imposed on Executive
by such
requirement.
6. Death
or Disability. In
the
event of Executive’s death or disability (as hereinafter defined) during the
Employment Term, or, if applicable, during the Extended Employment Term,
Titan
shall pay Executive, his designated beneficiary or estate, in addition to
all
payments due under Section 4, 6 and 7, the Supplemental Death or Disability
Benefits, as the case may be, as described below.
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6.1 Supplemental
Death Benefit. In
the
event of Executive’s death during the Employment Term, or if applicable, during
the Extended Employment Term, Titan shall pay Executive’s estate a lump sum
equal to all earned yet unpaid Base Salary or Adjusted Base Salary, if any,
in
effect as at such date of death plus the full amount of such Base Salary
or
Adjusted Base Salary for a period ending six (6) months following the month
during which the date of such death occurred (even if such six month period
extends beyond the Termination Date), and thereafter during the remainder
of the
Employment Term, or, if applicable, the Extended Employment Term, fifty percent
(50%) of Executive’s Base Salary. In addition, Titan shall continue to provide
Executive’s family with the Standard Executive Benefits from the date of
Executive’s death until the later of (1) the expiration of the Employment Term
or, if applicable, the Extended Employment Term or (2) six months.
6.2 Supplemental
Disability Benefits.
In the
event of Disability of Executive (as hereinafter defined), the majority of
Titan’s Board of Directors as then constituted, at its election and upon 30 days
written notice to Executive, may terminate the employment of Executive under
this Agreement effective as of the last day of the month within which the
end of
such 30-day period occurs (the “Disability Termination Date”). For purposes of
this Agreement the term “Disability” shall mean the inability of Executive to
engage in his regular occupation as a senior executive officer of a corporation
generally comparable to Titan at a level of compensation commensurate with
his
education, training and experience for a substantially continue period which
has
extended or will foreseeable extend beyond six months in duration as a result
of
sickness, bodily injury, or mental or emotional disease or disorder of any
type,
excluding attempted suicide or intentionally self-inflicted injury. Upon
termination of the employment of Executive by reason of Disability, the
liabilities of Titan will be as follows:
(a) During
the periods referred to in (i) and (ii) below, Titan shall continue to provide
the Executive with the following direct compensation: (i) commencing with
the
first day of the month next succeeding the Disability Termination Date, a
lump
sum equal to all earned yet unpaid Base Salary or Adjusted Base Salary, if
any,
in effect as of such Disability Termination Date plus a monthly amount which
shall be equal to one-twelfth of Executive’s Base Salary or Adjusted Base
Salary, in effect as at such Disability Termination Date, for a period of
24
months following such Disability Termination Date (the “Disability Benefit
Continuation Period”); and (ii) for the period, if any, of Disability that
extends beyond the Disability Benefit Continuation Period referred to in
(i)
above, and until the date the Executive attains age 60 or, if sooner, his
death,
a monthly amount which shall be equal to one-twelfth of fifty percent (50%)
of
Executive’s Base Salary; provided, however, that the monthly amounts payable
under (i) and (ii) above shall be reduced by an amount equal to the sum of
the
amount of monthly benefits then actually received by Executive pursuant to
(A)
any long-term disability insurance plan then generally provided to executive
management by Titan,
and
(B)
any supplemental disability insurance program then provided to Executive
by
Titan.
(b) During
the Disability Benefit Continuation Period, Titan shall continue to provide
Executive with full participation in the benefits described in Sections 4,
6.1.
and 6.2.
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If
there
should be any dispute between the parties as to Executive’s incapacity or
physical or mental disability at any time, such dispute shall be determined
by
the written opinion of an impartial reputable physician agreed upon for this
purpose by the parties or their representatives or, failing agreement by
the
parties within twenty (20) business days of the request by either party to
the
other, by a panel of three impartial reputable physicians to be selected
within
twenty (20) business day of request by either party to the other, one by
Executive and one by Titan, respectively, and one by the two physicians so
selected. If the physician selected by Titan and Executive should fail to
select
the third physician within ten (10) business days of their appointment, or
if
either Titan or Executive should fail to select a physician, the remaining
member(s) of the panel shall be appointed by Director of Mayo Clinic of
Rochester, MN. The opinion of the majority of the panel as to the matter
in
dispute shall be final and binding on the parties. Executive shall submit
to
such examination(s) as may be necessary for the purposes herein.
7. Termination. Executive’s
employment under this Agreement may be terminated by Titan upon the occurrence
of any of the following events:
7.1 Termination
for Cause. Titan’s
Board of Directors as then constituted may by a majority vote at any time
terminate Executive’s employment for cause. For this purpose, “Termination for
Cause” shall mean (i) termination of the Executive’s employment for willful or
gross neglect of duties hereunder, or willful or gross misconduct in the
performance of such duties, so as to cause material harm to Titan and its
subsidiaries considered as a whole, determined in good faith by its Board
of
Directors, (ii) termination following a judicial determination that Executive
has committed fraud, misappropriation or embezzlement against Titan or (iii)
termination due to Executive’s having committed any felony for which he is
convicted and which, as determined in good faith by the Board of Directors,
and
results in material harm to Titan and its subsidiaries considered as a whole.
Upon the occurrence of a Termination for Cause, Titan’s obligations under this
Agreement shall terminate, except that in the event of Termination for Cause
pursuant to clause (i) of the first sentence of this Section 7.1, Titan shall
remain obligated to pay Executive fifty percent (50%) of his Base Salary
and to
continue for Executive and/or his family the full benefits described in Section
4 during the Employment Term.
7.2 Termination
Without Cause. Titan’s
Board of Directors, as then constituted may, at any time terminate Executive’s
employment by majority vote and thereupon, unless such termination shall
be
pursuant to Section 6 or 7.1, such termination shall, in all cases, constitute
“Termination Without Cause” with effect from the date of action by Titan’s Board
of Directors. Any demotion from the position of CEO set forth in Section
1, any
material reduction in the authorities inherent to such position, or any
non-election as a Director of Titan, in each instance unless made with
Executive’s prior written consent, or upon a termination pursuant to Sections 6
or 7.1, or any non-payment or reduction in the Base Salary or Adjusted Base
Salary then in effect or any other breach by Titan of this Agreement shall
be
deemed to constitute Termination Without Cause. In the event of Executive’s
Termination Without Cause, Titan shall remain obligated to pay Executive
100% of
his Base Salary or Adjusted Base Salary then in
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effect
for three (3) years from the effective date of the Termination Without Cause,
but in no event beyond the Employment Term or, if applicable, the Extended
Employment Term, and 50% of his Base Salary or Adjusted Base Salary then
in
effect for the balance of the Employment Term remaining beyond the three
year
period, if any, plus all benefits described in Sections 4, 6 and 7 during
the
Employment Term.
7.3 Termination
for Change of Control by Executive. The
executive shall have sufficient reason to terminate this agreement if: (i)
there
is a change of control of the company (as defined below); (ii) there is a
failure by the company to comply with any material provision of this agreement
and such failure has continued for a period of ten days after notice of such
failure has been given by the executive to the company; or (iii) there is
a
purported termination of the executive’s employment which is not effected
pursuant to the provisions of this agreement relating to termination of the
executive’s employment by the company;
For
the
purposes of this agreement, a “change of control of the company”
means
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(i)
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any
Person (meaning individual, corporation, general partnership, limited
partnership, syndicate or other group of persons) or two or more
Persons
acting in concert shall have acquired after the date hereof beneficial
ownership (within the meaning of Rule13d-3 of the Securities and
Exchange
Commission under the Securities Exchange Act of 1934), directly
or
indirectly of securities of the Company (or other securities convertible
into such securities) representing 20% or more of the combined
voting
power of securities of the company entitled to vote in the election
of
directors; or
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(ii)
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any
Person or two or more Persons acting in concert shall have acquired
after
the date hereof by contract or otherwise, or shall have entered
into a
contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their
acquisition of control over securities of the company (or other
securities
convertible into such securities) representing 20% or more of the
combined
voting power of all securities of the company entitled to vote
in the
election of directors; or
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(iii)
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consummation
of any merger or consolidation with respect to which the Company
or any
Parent is a constituent corporation (other than a transaction for
the
purpose of changing the Company’s corporate domicile) any liquidation or
dissolution of the Company or any sale of substantially all of
the assets
of Company to another corporation;
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(a) If
the
Executive terminates this agreement because of a change of control of the
company, Titan simultaneously and concurrently with the change of control,
Titan
and/or successor shall pay Executive 100% of his Base Salary or Adjusted
Base
Salary for the remaining Employment term;
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(b) If
the
Executive terminates this agreement because of a change of control of the
company, Titan agrees to provide fully vested supplemental retirement benefits
(“Supplemental Retirement Benefit Payments”) to Executive pursuant to the
following terms: (i) commencing on the first day of the calendar month which
next succeeds or coincides with Executive’s having attained 60 and on the first
of each calendar month thereafter for and during his natural life, Titan
and/or
successor shall pay to Executive the sum of $37,500.00 (the “Normal Supplemental
Retirement Benefit Payments”); (ii) alternatively, and in lieu of the Normal
Supplemental Retirement Benefits Payments, Executive, at any time after
attaining the age of 55, shall be entitled, at his election, to receive an
early
supplemental retirement benefit, payable monthly, commencing on the first
day of
the month following such election and on the first day of each month thereafter
during his lifetime, equal to the actuarial equivalent of the Normal
Supplemental Retirement Benefit Payments as determined at the time of such
election (the “Early Supplemental Retirement Benefits Payment”); (iii) if
Executive is married on the date of his benefit payment commence hereunder,
he
may elect by notice to Titan and as an alternative to either the Normal
Supplemental Retirement Benefit Payments or Early Supplemental Retirement
Benefit Payments, a reduced pension benefit at age 60 or at such earlier
date
after obtaining the age of 55 in the form of a standard joint and survivor
annuity based on the life expectancies of Executive and his spouse to be
paid to
Executive and his spouse during their natural lifetimes; and (iv) at Titan’s
election, the Supplemental Retirement Benefits Payments, as elected by Executive
pursuant to (i) through (iii) above, may be made at any time in the form
of a
single life annuity of which Executive is the annuitant and owner. At the
time
of termination because of a change of control, Titan shall fund the amount
of
money determined by the actuaries necessary to purchase a single life annuity
of
which the Executive shall be the annuitant and owner;
(c) If
the
Executive terminates this agreement because of a change of control of the
company, Titan agrees to provide for and during their natural lifetimes
Executive and his spouse and dependents which live in the household shall
receive, at no cost and expense to them, fully vested group medical (including
hospitalization, surgical, and major medical) and dental insurance benefits
provided or furnished or made available under Titan’s Plan (at Executive, or in
the event of Executive death, at Executive’s spouse’s election with respect to
which plan) then prevailing Executive benefit plans to the then employed
highest
level executive officers’ of either of them from time to time. Titan shall pay
the full premiums for all such benefits furnished through group insurance
plans
as well as all other charges and expenses for providing such benefits;
(d) In
the
event of a change of control of the Company, all outstanding stock options
and
the Employer match under Titan’s 401k Plan for the Executive shall vest 100%
immediately;
(e) In
the
event of a change of control of the Company, at the time of the change of
control the Executive shall be entitled to his special performance cash award,
the stock price has increased above $19.05 per share, the difference above
$19.05, if any, shall be multiplied by 1,000,000 and paid to the Executive
as he
instructs; and
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(f) In
the
event of a change of control of the Company, Titan shall provide, as a condition
of such sale, that the acquiring Person shall assume this Agreement and become
obligated to perform all of the terms and conditions hereof.
8. Successors
and Assigns This
Agreement shall be binding upon any successor or assigns of Titan and a
successor or assigns shall be any surviving corporation under which it might
be
merged or consolidated or the purchaser of substantially all of the assets
of
Titan.
9. Termination. This
Agreement shall terminate upon the death of both Executive and
his
spouse or earlier if mutually agreed upon by the Executive and
Titan.
10. Expenses. Titan
will pay or reimburse Executive for any expenses reasonably incurred by him
in
furtherance of his duties hereunder, including, without limitation expenses
for
entertainment, travel (including automobile operating expenses), meals, hotel
accommodations and other ordinary and necessary activities incurred on behalf
of
the company, subject to reasonable documentation of such expenses by
Executive.
11. Supplemental
Retirement Benefits. Titan
agrees to provide fully vested supplemental retirement benefits (“Supplemental
Retirement Benefit Payments”) to Executive pursuant to the following terms: (i)
commencing on the first day of the calendar month which next succeeds or
coincides with Executive’s having attained 60 and on the first of each calendar
month thereafter for and during his natural life, Titan and/or successor
shall
pay to Executive the sum of $37,500.00 (the “Normal Supplemental Retirement
Benefit Payments”); (ii) alternatively, and in lieu of the Normal Supplemental
Retirement Benefits Payments, Executive, at any time after attaining the
age of
55, shall be entitled, at his election, to receive an early supplemental
retirement benefit, payable monthly, commencing on the first day of the month
following such election and on the first day of each month thereafter during
his
lifetime, equal to the actuarial equivalent of the Normal Supplemental
Retirement Benefit Payments as determined at the time of such election (the
“Early Supplemental Retirement Benefits Payment”); (iii) if Executive is married
on the date of his benefit payment commence hereunder, he may elect by notice
to
Titan and as an alternative to either the Normal Supplemental Retirement
Benefit
Payments or Early Supplemental Retirement Benefit Payments, a reduced pension
benefit at age 60 or at such earlier date after obtaining the age of 55 in
the
form of a standard joint and survivor annuity based on the life expectancies
of
Executive and his spouse to be paid to Executive and his spouse during their
natural lifetimes; and (iv) at Titan’s election, the Supplemental Retirement
Benefits Payments, as elected by Executive pursuant to (i) through (iii)
above,
may be made at any time in the form of a single life annuity of which Executive
is the annuitant and owner. At the time of retirement, Titan shall have funded
the amount of money determined by the actuaries necessary over the four years
of
this Agreement. The Executive at the time of retirement can elect to have
Titan
purchase, with the funded monies, a single life annuity of which the Executive
is the annuitant and owner.
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12. Retirement
Medical Benefits.
Titan
agrees to provide for and during their natural lifetimes Executive and his
spouse and dependents which live in the household shall receive, at no cost
and
expense to them, fully vested group medical (including hospitalization,
surgical, and major medical) and dental insurance benefits provided or furnished
or made available under Titan’s Plan (at Executive, or in the event of Executive
death, at Executive’s spouse’s election with respect to which plan) then
prevailing Executive benefit plans to the then employed highest level executive
officers’ of either of them from time to time. Titan shall pay the full premiums
for all such benefits furnished through group insurance plans as well as
all
other charges and expenses for providing such benefits.
13. Stock
Options.
In
the
event of retirement by the executive, all outstanding stock options and the
Employer match under Titan’s 401k Plan for the Executive shall vest 100%
immediately.
14. Inventions
and Improvements. Any
invention or development of any kind related to Titan’s business
made or conceived by Executive (solely, jointly or in conjunction with anyone
else) while he is employed by Titan pursuant to this Agreement shall be promptly
disclosed by Executive to Titan and shall be the sole property of Titan.
Executive shall execute an assignment to Titan, or to another designated
by it,
of his entire claim to and interest in each such invention or development.
Executive undertakes to sign all lawful papers and, at Titan’s expense, to
assist it in every lawful way to obtain and sustain patents or copyrights
for
its benefit in any such inventions or developments when requested by Titan.
Executive shall not be entitled to compensation beyond his Base Salary or
Adjusted Base Salary for the performance of any such acts.
15. Confidential
Information. Executive
acknowledges that by reason of his employment with Titan he has and will
hereafter, from time to time during his Employment Term, and, if applicable,
during the Extended Employment Term, become exposed to and/or become
knowledgeable about proposals, plans, inventions, practices, systems, programs,
formulas, customer lists, and other forms of business information which are
not
known to Titan’s competitors and which are not recognized as being encompassed
within standard business management practices and which are kept secret and
confidential by Executive (the “Confidential Information”). Executive therefore
agrees that at no time during or after the period of his employment by Titan
will he disclose or use the Confidential Information except as may be required
in the prudent course of business for the benefit of Titan, provided, that
no
payment required to be made by Titan under the terms of this Agreement including
the Exhibits hereto after termination of the employment of Executive shall
be
subject to any right of set-off, counterclaim, defense, abatement, suspension,
deferment or reduction by reason of any claim against Executive based upon
breach of the covenant in this Section 15 other than execution of an unsatisfied
final judgment rendered by a court of competent jurisdiction.
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16. Competition. Executive
hereby agrees that until the termination of his employment under this Agreement,
and for a period of three (3) years thereafter, he will not, unless authorized
in writing to do so by Titan, directly or indirectly own, manage, operate,
join,
control or participate in the ownership, management, operation or control
of, or
be employed or otherwise connected in any substantial manner with any business
which directly competes to a material extent with line of business of Titan
or
its subsidiaries that is material to the businesses, financial condition
or
prospects of Titan and its subsidiaries considered as a whole; provided that
nothing in this paragraph shall prohibit Executive from acquiring up to 5%
of
any class of outstanding equity securities of any corporation whose equity
securities are regularly traded on a national securities exchange or in the
“over-the-counter market”.
17. Relocation. Executive
shall not be required to relocate his residence during the Employment Term
or,
if applicable, during the Extended Employment Term, without his consent.
If the
Board of Directors of Titan approves or requires relocation of its Executive
from Grosse Pointe Farms, Michigan and if such relocation reasonably would
require Executive to move and thereby sell his present residence and purchase
a
different one and if Executive consents to relocate his residence to such
new
location, then Titan shall pay all reasonably requested moving and relocation
expenses including but not limited to real estate commissions, legal fees
and
costs, appraisals, title insurance, surveys and inspections directly related
to
such sale and closing and financing costs directly related to the purchase
or
construction of a new residence. In addition, Titan will indemnify Executive
for
any net loss (measured by the difference between (a) the average of two current
appraisals by recognized appraisers mutually agreed upon by the parties,
and (b)
the actual selling price of the residence) arising from the sale of his
residence (caused by such required relocation): provided, however, that Titan
shall alternatively have a right of first refusal to acquire the residence
at
the average appraisal price giving rise to such loss. Notwithstanding the
foregoing, Executive shall have the right to relocate his residence and perform
his services hereunder at a location other than Titan’s corporate executive
headquarters in Quincy, Illinois, or the successor location thereto, so long
as
such relocation and performance of services does not prevent the fulfillment
of
his duties and obligations hereunder. The Executive shall have the right
to have
a bedroom assigned to him exclusively at the Titan House at all
times.
18. Arbitration. Any
controversy or claim arising out of or relating to this Agreement, or any
breach
thereof, shall be settled by arbitration in accordance with the rules of
the
American Arbitration Association and judgment upon such award rendered by
the
arbitrator(s) may be entered in any court having jurisdiction thereof. The
arbitration shall be held in Illinois unless another location shall be mutually
agreed to by the parties at the time of the arbitration. In any dispute between
the parties as to which Executive is sustained on the claim(s) by or against
him, Titan shall pay all legal fees incurred by Executive in connection with
the
dispute over such claim(s). If more than one is involved in any dispute and
if
Executive is sustained as to one or more of such claims but not as to all
of
such claims, there shall be a reasonable allocation of applicable legal
expenses. Titan will reimburse Executive for those legal expenses determined
by
the arbitrator(s) or by the consent of the parties to be allocable to the
claim
or claims as to which Executive is upheld.
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19. Binding
Effect: Amendments. The
Executive’s undertakings hereunder will be binding regardless of (i) the
duration of his employment with Titan; or (ii) the reasons for or manner
of
termination of his employment. This Agreement will bind and inure to the
benefit
of the heirs, personal representatives, successors and assigns of the parties,
will supersede any prior understanding between the parties relating to the
same
subject matter and may be modified and amended only in writing signed by
the
parties hereto.
20. Notices. All
notices hereunder shall be given in writing by personal delivery or by
registered mail addressed to Titan at is principal place of business and
to
Executive at his residence address as then listed in Titan’s
records.
21. Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Illinois and jurisdiction of the State of Illinois.
22. Survival. Termination
of the Executive’s employment whether voluntary or involuntary, whether with or
without cause, shall not relieve the Company and/or its successor from their
obligations hereunder. All of Sections 6, 7, 11, 12, 13, 15 and 16 shall
survive
the termination of this agreement and shall not relieve the Company and/or
successor from their obligations under these Sections.
23. Miscellaneous. (a)
the
failure of a party to insist on any occasion upon strict adherence to any
term
of this Agreement shall not be considered to be a waiver or deprive that
party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement. Any waiver must be in writing signed by the
party
waiving any right; (b) the underlined captions in this Agreement at the
beginning of Sections are for reference only and shall not be deemed to define
or limit the provisions hereof or to affect their construction and application;
(c) the parties agree that this Agreement may be executed in any number of
counterparts, and in the event, each counterpart shall be deemed a complete
original and be enforceable without reference to any other counterpart and
(d)
the invalidity or unenforceability of any one or more sections or provisions
hereof shall not affect the validity or enforceability of any one or more
of the
other sections or provisions hereof.
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