EXHIBIT 10.16
MCLAREN AUTOMOTIVE GROUP, INC.
EMPLOYMENT AGREEMENT
This agreement made and entered into as of this 23rd day of April 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 X. Xxxxxxx an individual residing
in the City of Troy, Michigan (hereinafter referred to as "Xxxxxxx").
Witnesseth:
Whereas, MAG is engaged in the development, marketing, sale and use of
intellectual properties and wishes to employ Xxxxxxx starting May 1, 1999, in
the position of Executive Vice President and Chief Operating Officer, for its,
Asha Technologies Division; and
Whereas, MAG will employ Xxxxxxx and Xxxxxxx will accept employment by MAG, as
its Executive Vice President and Chief Operating Officer, Asha Technologies
Division, 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 Xxxxxxx and Xxxxxxx agrees
to work for MAG. The initial term of Xxxxxxx'x employment shall begin on the
first day of May 1999 and shall continue until the thirtieth day of April 2001.
Thereafter, Xxxxxxx'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 prior to April 30, 2001 that this Agreeement will be terminated
at the end of the initial term.
2. Scope of Employment: Xxxxxxx will manage and direct the Asha
Technologies Division of MAG and will have such other duties as may be assigned
to him, from time to time, by the President, and Chief Operating Officer, or the
Board of Directors of MAG. Xxxxxxx will also serve in administrative capacities
as may be required and/or directed by the President or Board of Directors of MAG
and be expected to attend to any other matters generally falling within the
scope of the Executive Vice President and Chief Operating Officer, Asha
Technologies Division.
3 Compensation and Benefits:
(a) MAG shall pay to Xxxxxxx as compensation for the services to be
rendered by Xxxxxxx 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,
Xxxxxxx'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, Xxxxxxx 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. Xxxxxxx shall also receive a one time
grant of MAG stock in an amount of shares equal to One Hundred Thousand Dollars
($100,000.00). Such Grant to be exercisable by Xxxxxxx at any time during the
life of this Agreement.
(c) In addition to the compensation hereinabove set forth, Xxxxxxx
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 Operating Officer
and/or its Board of Directors. Xxxxxxx 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 the initial or any succeeding term, MAG's sole obligation to
Xxxxxxx shall be (i) to pay to Xxxxxxx a xxxxxxxxx payment equal to the then
current annual base salary of Xxxxxxx 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
Xxxxxxx for the COBRA health insurance premiums paid by Xxxxxxx for the twelve
(12) month period following termination. If Xxxxxxx 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 Xxxxxxx receives health insurance from any source during such
twelve (12) month period, MAG will not be obligated to reimburse Xxxxxxx for his
COBRA payments.
(b) This agreement may be terminated for cause without any
continuing obligation to Xxxxxxx by MAG. Cause shall be any action or actions by
Xxxxxxx 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 an arbitrator and those two will select a third arbitrator, and those
three shall constitute the panel. The arbitrator's decisiion 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 Xxxxxxx 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. XXXXX X. XXXXXXX
By: /s/ Wiley X. XxXxx By: /s/ Xxxxx X. Xxxxxxx
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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: /s/
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Member Compensation Committee
