AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10
AMENDED
AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This
Agreement is made and entered into as of the 15th
day of
August, 2005 by and among Viasystems Group, Inc. ("Viasystems") and, Viasystems,
Inc. ("Inc." and, together with Viasystems and the other subsidiaries of
Viasystems set forth on the signature pages hereto, "Employer"), and Xxxxxx
X.
Xxx ("Employee").
W
I T N E
S S E T H:
WHEREAS,
Employer
and Employee entered into an Employment Agreement as of July 1, 1999,
and
desire to amend and restate the terms of such Agreement as set forth
herein;
NOW,
THEREFORE,
Employee
and Employer, in consideration of the agreements, covenants and conditions
herein contained, hereby agree as follows:
1. BASIC
EMPLOYMENT PROVISIONS.
(a) Employment
and Term.
Employer hereby agrees to employ Employee (hereinafter referred to as the
"Employment") as Senior Vice President and CFO of Viasystems (the "Position"),
and Employee agrees to be employed by Employer in such Position (the "Employment
Period") until terminated pursuant to Section 3.
(b) Duties.
Employee
in the Position shall be subject to the direction and supervision of the Chief
Executive Officer of Viasystems (the "CEO") and shall have those duties and
responsibilities which are assigned to Employee during the Employment Period
by
the CEO consistent with the Position, provided that the CEO shall not assign
any
greater duties or responsibilities to the Employee than those assigned prior
to
the date hereof. Subject to the Employee's faithful and adequate discharge
of
such duties, the Employee shall be free to participate in other endeavors.
Employee agrees to perform faithfully the duties assigned to Employee to the
best of Employee's ability.
2. COMPENSATION.
(a) Salary.
Employer shall pay to Employee during the Employment Period a salary as basic
compensation for the services to be rendered by Employee hereunder. The initial
amount of such salary shall be Three Hundred Sixty Thousand Dollars ($360,000)
per annum. Such salary shall be reviewed by the CEO and may be increased in
the
CEO's sole discretion but may not be reduced. Such salary shall accrue and
be
payable in accordance with the payroll practices of Employer in effect from
time
to time. All such payments shall be subject to deduction and withholding
authorized or required by applicable law.
(b) Bonus.
During
the Employment Period, Employee shall be eligible to receive an annual bonus
(payable by the Employer) in an amount in accordance with the Senior Executive
MBO Bonus Plan or any other plan adopted by Employer applicable to other senior
executives.
(c) Benefits.
During
the Employment Period, Employee shall be entitled to such other benefits as
are
customarily accorded the executives of Employer, including without limitation,
group life, hospitalization and other insurance and vacations.
(d) Medical
Benefits.
During
the lifetime of Employee and/or Employee's spouse, whether or not the Employment
Period or this Agreement has terminated for any reason, Employer shall provide
health coverage to Employee and/or Employee's spouse at least equal to the
health coverage granted to Employee on the date hereof at no cost to Employee
and/or Employee's spouse.
(e) Directors
and Officers Insurance.
Employer will use its best efforts to obtain and to maintain a policy of
insurance on directors and officers of Employer in amounts to be determined
by
Employer, in its reasonable judgment based upon companies similarly
situated.
3. TERMINATION.
(a) Death
or Disability.
This
Agreement shall terminate automatically upon the death or total disability
of
Employee. For the purpose of this Agreement "total disability" shall be deemed
to have occurred if Employee shall have been unable to perform the Employee's
duties of employment due to mental or physical incapacity for a period of six
(6) consecutive months or for any one hundred (100) working days out of a twelve
(12) consecutive month period.
(b) Cause.
Employer may terminate the employment of Employee under this Agreement for
Cause. For the purpose of this Agreement, "Cause" shall be deemed to be fraud,
dishonesty, or unauthorized use of any of Employer's trade secrets or
confidential information.
(c) Without
Cause.
Employer may terminate the employment of Employee under this Agreement without
Cause, subject to the continuing rights of Employee pursuant to Section 4(b)
below.
4. COMPENSATION
UPON TERMINATION.
(a) Termination
for Cause or Voluntary Termination by Employee.
If the
employment of Employee under this Agreement is terminated for Cause or if
Employee voluntarily terminates his employment, no further compensation pursuant
to Sections 2(a), 2(b) and 2(c) shall be paid to Employee after the date of
termination.
(b) Termination
Without Cause/Death or Disability.
If the
employment of Employee under this Agreement is terminated pursuant to Sections
3(a) or 3(c) above, Employee shall be entitled to continue to receive from
Employer Employee's then current salary hereunder (which shall not be less
than
the amount specified in the second sentence of Section 2(a) above), for (the
“Severance Period”) 18 months (the "Salary Severance") and in addition, an
amount in lieu of the annual bonus provided in Section 2(b) equal to 65% of
the
Salary Severance, such amount to continue to be paid in accordance with the
payroll practices of Employer and shall further be entitled to continue to
receive during such Severance Period the benefits to which Employee would
otherwise be entitled pursuant to Section 2(c) and reimbursement for expenses
incurred by Employee to own and maintain an automobile as contemplated by
Section 5 below.
5. EXPENSE
REIMBURSEMENT.
Upon
submission of properly documented expense account reports, Employer shall
reimburse Employee for all reasonable travel and entertainment expenses incurred
by Employee in the course of his employment with Employer. During the term
hereof, Employee will be reimbursed by Employer for expenses incurred by
Employee to own and maintain an automobile.
6. ASSIGNMENT.
This
Agreement and all of the provisions hereof shall be binding upon and inure
to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto except
that
this Agreement and all of the provisions hereof may be assigned by Employer
to
any successor to all or substantially all of its assets (by merger or otherwise)
and may otherwise be assigned upon the prior written consent of
Employee.
7. CONFIDENTIAL
INFORMATION.
(a) Non-Disclosure.
During
the Employment Period or at any time thereafter, irrespective of the time,
manner or cause of the termination of this Agreement, Employee will not directly
or indirectly reveal, divulge, disclose or communicate to any person or entity,
other than authorized officers, directors and employees of the Employer, in
any
manner whatsoever, any Confidential Information (as hereinafter defined) of
Employer without the prior written consent of the CEO.
(b) Definition.
As used
herein, "Confidential Information" means information disclosed to or known
by
Employee as a direct or indirect consequence of or through the Employment about
Employer, or its respective businesses, products and practices which information
is not generally known in the business in which Employer is or may be engaged.
However, Confidential Information shall not include under any circumstances
any
information with respect to the foregoing matters which is (i) available
to
the public from a source other than Employee, (ii) released in writing
by
Employer to the public or to persons who are not under a similar obligation
of
confidentiality to Employer and who are not parties to this Agreement,
(iii) obtained by Employee from a third party not under a similar
obligation of confidentiality to Employer, (iv) required to be disclosed
by
any court process or any government or agency or department of any government,
or (v) the subject of a written waiver executed by either Employer for
the
benefit of Employee.
(c) Return
of Property.
Upon
termination of the Employment, Employee will surrender to Employer all
Confidential Information, including without limitation, all lists, charts,
schedules, reports, financial statements, books and records of the Employer,
and
all copies thereof, and all other property belonging to the Employer but
Employee shall be accorded reasonable access to such Confidential Information
subsequent to the Employment Period for any proper purpose as determined in
the
reasonable judgment of Employer.
8. NO
VIOLATION.
Employee
hereby represents and warrants to Employer that the execution, delivery and
performance of this Agreement or the passage of time, or both, will not conflict
with, result in a default, right to accelerate or loss of rights under any
provision of any agreement or understanding to which the Employee or, to the
best knowledge of Employee, any of Employee's affiliates are a party or by
which
Employee or, to the best knowledge of Employee, Employee's affiliates may be
bound or affected.
9. CAPTIONS.
The
captions, headings and arrangements used in this Agreement are for convenience
only and do not in any way affect, limit or amplify the provisions
hereof.
10. NOTICES.
All
notices required or permitted to be given hereunder shall be in writing and
shall be deemed delivered, whether or not actually received, two days after
deposited in the United States mail, postage prepaid, registered or certified
mail, return receipt requested, addressed to the party to whom notice is being
given at the specified address or at such other address as such party may
designate by notice:
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Employer:
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Viasystems
Group, Inc.
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000
Xxxxx Xxxxxx Xxxx
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Xx.
Xxxxx, Xxxxxxxx 00000
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Attn:
Chief Executive Officer
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Employee:
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Xxxxxx
X. Xxx
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000
Xxxxxxxxxx Xxxxx
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Xx.
Xxxxx, Xxxxxxxx 00000
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11. INVALID
PROVISIONS.
If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws, such provision shall be fully severable, and
this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement; the
remaining provisions of this Agreement shall remain in full force and effect
and
shall not be affected by the illegal, invalid or unenforceable provision or
by
its severance from this Agreement. In lieu of each such illegal, invalid or
unenforceable provision, there shall be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.
12. ENTIRE
AGREEMENT; AMENDMENTS.
This
Agreement contains the entire agreement of the parties hereto with respect
to
the subject matter hereof and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof. This Agreement
may be amended in whole or in part only by an instrument in writing setting
forth the particulars of such amendment and duly executed by an officer of
Employer expressly authorized by the CEO to do so and by Employee.
13. WAIVER.
No delay
or omission by any party hereto to exercise any right or power hereunder shall
impair such right or power or be construed as a waiver thereof. A waiver by
any
of the parties hereto of any of the covenants to be performed by any other
party
or any breach thereof shall not be construed to be a waiver of any succeeding
breach thereof or of any other covenant herein contained. Except as otherwise
expressly set forth herein, all remedies provided for in this Agreement shall
be
cumulative and in addition to and not in lieu of any other remedies available
to
any party at law, in equity or otherwise.
14. COUNTERPARTS.
This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original, and all of which together shall constitute one and
the
same agreement.
15. GOVERNING
LAW.
This
Agreement shall be construed and enforced according to the laws of the State
of
Missouri.
IN
WITNESS WHEREOF,
the
parties hereto have executed and delivered this Agreement as of the date first
above written.
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EMPLOYER:
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EMPLOYEE:
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VIASYSTEMS
GROUP, INC.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | /s/ Xxxxxx X. Xxx | |
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Xxxxx
X. Xxxxxxxx
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Xxxxxx
X. Xxx
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Chief
Executive Officer
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VIASYSTEMS,
INC.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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Chief
Executive Officer
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VIASYSTEMS
TECHNOLOGIES CORP. LLC
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
MILWAUKEE, INC.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
INTERNATIONAL, INC.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
II ULC
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
Luxembourg S.a.r.l.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
CANADA HOLDINGS, INC.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
CANADA PARTNERSHIP
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
CANADA G.P.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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SHANGHAI
RELTEC COMMUNICATIONS TECHNOLOGY CO. LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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SHANGHAI
VIASYSTEMS EMS CO. LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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QINGDAO
VIASYSTEMS TELECOMMUNICATIONS TECHNOLOGIES CO. LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
BVI LTD
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
ASIA PACIFIC COMPANY LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
EMS (SHENZHEN) COMPANY LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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KALEX
CIRCUIT BOARD (CHINA) LIMITED
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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GUANGZHOU
TERMBRAY ELECTRONICS TECHNOLOGY CO. LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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TERMBRAY
CIRCUIT BOARD COMPANY LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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KALEX
CIRCUIT BOARD (GUANGZHOU) LIMITED
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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GUANGZHOU
TERMBRAY CIRCUIT BOARD CO. LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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KALEX
MULTI-LAYER CIRCUIT BOARD (XXXXX XXXX) LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASUPPLY
COMPANY LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
(SOUTH CHINA) COMPANY LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
EMS (HONG KONG) COMPANY LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
KALEX PRINTED CIRCUIT BOARD LIMITED
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
ASIA PACIFIC PROPERTY B.V.I. LIMITED
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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TERMBRAY
LAMINATE COMPANY LIMITED
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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GUANGZHOU
KALEX LAMINATE COMPANY LTD.
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
ULC
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
GROUP LIMITED
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
PARTNER LIMITED
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
BV
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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VIASYSTEMS
MOMMERS BV
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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PRINT
SERVICE HOLDING NV
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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SHANGHAI
VIASYSTEMS ELECTRONIC SYSTEMS COMPANY LTD
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By:
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| /s/ Xxxxx X. Xxxxxxxx | ||
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Xxxxx
X. Xxxxxxxx
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