Exhibit 10.7
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement (this "Agreement") is made effective December
1, 1998 by Exide Corporation, a Delaware corporation ("Exide"), and Xx. Xxxxxx
X. Xxxx, an individual ("Executive").
RECITALS
--------
WHEREAS, Exide's Board of Directors authorized an offer of employment to
Executive and Executive accepted Exide's written offer for employment dated
November 10, 1998.
WHEREAS, Exide and Executive desire to confirm their employment
understandings in this Agreement.
WHEREAS, Exide's Board of Directors has elected Executive as Chairman of
the Board of Exide Corporation.
NOW THEREFORE, the parties, intending to be legally bound, agree as
follows:
I. DEFINITIONS
-----------
For the purposes of this Agreement, the following terms have the meanings
specified below:
"Agreement"--this Employment Agreement, as amended from time to time.
-----------
"Board of Directors"-- Exide's Board of Directors as such may exist during the
--------------------
term of this Agreement and any Committee thereof to the extent the Board of
Directors delegates its rights hereunder to any such Committee.
"Confidential Information": (a) trade secrets concerning the business and
--------------------------
affairs of Exide, product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current, and planned research and
development, current and planned manufacturing or distribution methods and
processes, financial information, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), and any other
information, however documented, that is a trade secret within the meaning of
applicable state trade secret law; and (b) information concerning the business
and affairs of Exide (including any of its subsidiaries or affiliated
companies); and (c) notes, analysis, compilations, studies, summaries, and other
material prepared by or for Exide containing or based, in whole or in part, on
any information included in the foregoing.
"Effective Date"--the date stated in the first paragraph of the Agreement.
----------------
"Employment Period"--the term of Executive's employment under this Agreement.
-------------------
II. EMPLOYMENT TERMS AND DUTIES
---------------------------
A. EMPLOYMENT
----------
Exide hereby employs Executive as Chief Executive Officer and President,
and Executive hereby accepts such employment by Exide, upon the terms and
conditions set forth in this Agreement.
B. TERM
----
Subject to the provisions of Section IV, the term of Executive's employment
under this Agreement will be three years, beginning on the Effective Date
and ending on the third anniversary of the Effective Date. Executive and
the Board of Directors may extend the term with their mutual consent.
C. DUTIES
------
Executive will have such duties as are specified in Exide's Certificate of
Incorporation and By-Laws and as assigned or delegated to Executive by the
Board of Directors. Executive will be allowed to continue on any non-Exide
boards of directors that he was on at the Effective Date or as otherwise
approved by the Board of Directors.
III. COMPENSATION
------------
A. BASIC COMPENSATION
------------------
1. Salary: $900,000.00 per year
2. Bonus: up to 100% of base pay as determined by the Board of
Directors.
3. Stock options: one million eight hundred thousand with the
exercise price equal to the closing price of Exide common stock
on the New York Stock Exchange on November 10, 1998. The options
will vest and be exercisable at the rate of six hundred thousand
per year: November 10, 1999, November 10, 2000 and November 10,
2001. The stock options will be issued pursuant to a separate
agreement which will contain the same administrative rules as in
Exide's 1993 Long Term Incentive Plan.
B. BENEFITS Executive will, during the Employment Period, be permitted
--------
to participate in such pension, life insurance, hospitalization,
major medical, and other employee benefit plans of Exide that may be
in effect from time to time for salaried employees, to the extent
Executive is eligible under the terms of those plans.
2
C. VACATIONS AND HOLIDAYS
----------------------
Executive will be entitled to paid vacation and holidays as set forth
in Exide's policies as modified from time to time.
D. OTHER
-----
1. Automobiles Executive will be eligible for company vehicles in
-----------
accordance with Exide's company vehicle policy.
2. Administrative Support Executive will be entitled to two
----------------------
secretaries and one driver/administrative assistant of his choice.
3. Office Accommodations of Executive's choice.
------
All compensation and benefits referenced above will be paid in accordance with
the Exide's applicable policies and plans.
IV. EVENTS OF TERMINATION
---------------------
All rights of Executive (including any right to compensation) under this
Agreement or otherwise as an employee of Exide will terminate:
A. upon the death or disability of Executive;
B. for cause, immediately upon notice from Exide to Executive, or at such
later time as such notice may specify; or
C. upon Executive's resignation.
For purposes of this Section, the phrase "for cause" means Executive's material
breach of any provision of this Agreement or Executive's material failure to
adhere to any written Exide policy.
V. CONFIDENTIALITY
---------------
During and following the Employment Period, Executive agrees to hold in
confidence the Confidential Information and will not disclose it to any person
except with the specific prior written consent of the Board of Directors or
except as otherwise expressly permitted by the terms of this Agreement.
VI. INDEMNIFICATION
---------------
Exide agrees to indemnify Executive for any acts or omission performed by
Executive in the course of his employment to the fullest extent allowed by law,
the Certificate of Incorporation, the Bylaws and applicable Board of Director
resolutions.
3
VII. INJUNCTIVE RELIEF
-----------------
Executive acknowledges that the injury that would be suffered by Exide as a
result of a breach of the provisions of this Agreement would be irreparable and
that an award of monetary damages to Exide for such a breach would be an
inadequate remedy. Consequently, Exide will have the right, in addition to any
other rights it may have, to obtain injunctive relief to restrain any breach or
threatened breach or otherwise to specifically enforce any provision of this
Agreement, and Exide will not be obligated to post bond or other security in
seeking such relief.
VII. REPRESENTATIONS AND WARRANTIES
------------------------------
A. Executive represents and warrants to Exide that the execution and
delivery by Executive of this Agreement do not, and the performance by
Executive of Executive's obligations hereunder will not, with or
without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court,
arbitrator, or governmental agency applicable to Executive; or (b)
conflict with, result in the breach of any provisions of or the
termination of, or constitute a default under, any agreement to which
Executive is a party or by which Executive is or may be bound.
B. By execution of this Agreement, Exide acknowledges that this Agreement
has been reviewed and adopted by a resolution approved by the Board of
Directors.
IX. OBLIGATIONS CONTINGENT ON PERFORMANCE
-------------------------------------
The obligations of Exide hereunder, including its obligation to pay the
compensation provided for herein, are contingent upon Executive's performance of
Executive's obligations hereunder.
X. RESTRICTIONS
------------
Executive agrees that Exide's business depends, to a considerable extent, on the
individual efforts of Executive. Accordingly, unless otherwise approved by the
Board of Directors, Executive covenants and agrees that he will not, for the
period of his employment hereunder and for one year from the date of expiration
of this Agreement engage directly or indirectly, either as principal, agent or
consultant or through any corporation, firm or organization in which he may be
an officer, director, employee, substantial shareholder, partner, member or be
otherwise affiliated, in activities competitive with the business being
conducted by Exide at the time of termination of his employment hereunder.
4
XI. WAIVER
------
The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power, or privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right arising
out of this Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the
other party; (b) no waiver that may be given by a party will be applicable
except in the specific instance for which it is given; and (c) no notice to or
demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Agreement.
XII. BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED
-----------------------------------------------
This Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which Exide may merge or consolidate
or to which all or substantially all of its assets may be transferred. The
duties and covenants of Executive under this Agreement, being personal, may not
be delegated.
XIII. NOTICES
-------
All notices, consents, waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent
by an overnight delivery service (receipt requested), in each case to the
appropriate addresses and facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by notice to the other
parties):
If to Exide: Exide Corporation
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Executive Vice President, Human Resources
If to Executive: Xxxxxx X. Xxxx
0000 Xxxxxxxx Xxxx Xx.
Xxx Xxxxx, XX 00000
5
XIV. ENTIRE AGREEMENT; AMENDMENTS
----------------------------
This Agreement, contains the entire agreement between the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended orally, but only by an
agreement in writing signed by the parties hereto.
XV. GOVERNING LAW
-------------
This Agreement will be governed by the laws of the State of Michigan without
regard to conflicts of laws principles.
XVI. SECTION HEADINGS; CONSTRUCTION
------------------------------
The headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All references to "Section"
or "Sections" refer to the corresponding Section or Sections of this Agreement
unless otherwise specified. All words used in this Agreement will be construed
to be of such gender or number as the circumstances require. Unless otherwise
expressly provided, the word "including" does not limit the preceding words or
terms.
XVII. SEVERABILITY
------------
If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
XVIII. COUNTERPARTS
------------
This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.
XIX. WAIVER OF JURY TRIAL
--------------------
THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO
THIS AGREEMENT.
6
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date above first written above.
EXIDE CORPORATION EXECUTIVE
____________________________________ ___________________
XXXX X. XXXXXX XXXXXX X. XXXX
Executive Vice President
Human Resources
(Acting pursuant to the authorization
of the Board of Directors)
7
