EXHIBIT 10.31
AGREEMENT
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AGREEMENT, dated as of January 1, 1997 (the "Agreement"), between PEI
HOLDING, INC., a Delaware corporation (the "Company"), and XXXXXX X. XXXX (the
"Employee").
The Employee is employed as an executive manager by an operating
consolidated subsidiary of the Company, and the Employee and the Company (on
behalf of itself and its operating consolidated subsidiaries) desire that
Employee continue to provide services in that capacity. Now, therefore, the
parties hereby agree as follows:
1. If a "change in control" shall occur and if the Employee's
employment with the Company and/or any of its operating consolidated
subsidiaries is terminated at any time within twelve (12) months following
the occurrence of such "change in control" for any reason (other than by
the Company for "cause"), then the Employee shall receive from the Company
for a period of one (1) year following the date of termination of
employment the then current salary and fringe benefits that the Employee
would otherwise have been entitled to receive.
2. For purposes of this Agreement, "cause" and "change in control"
shall have the following meanings:
(i) "Cause" means termination by the Company and/or any of its
operating consolidated subsidiaries of the Employee's employment with
the Company and/or any of its operating consolidated subsidiaries by
reason of (a) the Employee's conviction of a felony, (b) an act of
personal dishonesty or breach of duty by the Employee in connection
with such Employee's employment by the Company and/or any of its
operating consolidated subsidiaries, (c) the Employee's commission of
an act involving gross negligence in the conduct of his duties for the
Company and/or any of its operating consolidated subsidiaries or (d)
the Employee's willful and repeated failure to execute the policies of
the Company and/or any of its operating consolidated subsidiaries as
established by the Board of Directors thereof.
(ii) "Change in Control" means (a) the sale or other transfer of
50% or more of the ownership interests of the capital stock of the
Company and/or Prestolite Electric Incorporated ("Prestolite") to one
or more corporations, persons or other entities not affiliated with
Genstar Capital Corporation ("Genstar"), (b) the merger or
consolidation of the Company and/or Prestolite with another
corporation such that the stockholders of the Company and/or
Prestolite immediately preceding the merger or consolidation own less
than 50% of the capital stock of the corporation surviving the merger
or consolidation, (c) the sale or other transfer of all or
substantially all of the Company's consolidated assets to one or more
corporations, persons or other entities not affiliated with Genstar,
and/or (d) the dissolution or liquidation of the Company and/or
Prestolite; provided, however, that no "change in control" shall be
deemed to have occurred if Genstar, after giving effect to one or more
of the transactions described in this Section 3(ii),
1.
controls the Board of Directors of the Company and/or Prestolite, as
the case may be.
3. Such salary and benefits shall be paid at such time and in such
manner as may be mutually agreed in writing by the Employee and the
Company; provided, however, that in the absence of such agreement such
salary and benefits shall be paid at such time and in such manner as if the
Employee remained employed by the Company and/or any of its operating
consolidated subsidiaries. This Agreement may be enforced by the Employee
against the Company and each of its operating consolidated subsidiaries.
All salary and benefits shall continue as provided herein notwithstanding
re-employment and/or death of the Employee following termination of
employment with the Company and/or any of its operating consolidated
subsidiaries.
4. Except as specifically provided in this Agreement, all terms and
conditions which governed the Employee's employment by the Company and/or
one or more of its operating consolidated subsidiaries prior to the
effective date hereof shall remain in full force and effect.
5. This Agreement (a) may be amended or terminated only by a writing
signed by both parties, (b) is not assignable by either party, (c) shall
bind and inure to the benefit of the respective heirs, personal
representatives and successors of the parties, and (d) sets forth the
entire understanding of the parties regarding its subject matter.
In witness whereof, the parties have executed this Agreement as of the date
first above written.
PEI HOLDING, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chairman
/s/ Xxxxxx X. Xxxx By: /s/ P. Xxx Xxxxxxx
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Xxxxxx X. Xxxx P. Xxx Xxxxxxx, President
2.
