EXHIBIT 10.1
XXX XXXXXXXX
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into as of September 1,
2005 by and between Xxx XxXxxxxx, an individual ("Executive"), and Autocam
Corporation (the "Company").
1. EMPLOYMENT BY THE COMPANY AND TERM.
(a) Full Time and Best Efforts. Subject to the terms set forth herein,
the Company agrees to employ Executive as its International Chief Operating
Officer, and in such additional executive capacities as may be requested from
time to time by the Board of Directors of the Company (the "Board") or a duly
authorized committee thereof, and Executive hereby accepts such employment.
Executive shall render such other services for the Company and corporations
controlled by, under common control with or controlling, directly or indirectly,
the Company, and to successor entities and assignees of the Company ("Company
Affiliates") as the Company may from time to time reasonably request and as
shall be consistent with the duties Executive is to perform for the Company and
Executive's experience.
(b) Duties. During the term of his employment with the Company,
Executive will devote substantially his full working time, attention and efforts
to advance the business and welfare of the Company, and will not engage in any
other employment or business activities for any direct or indirect remuneration
that would be directly harmful or detrimental to, or that may compete with, the
business and affairs of the Company, or that would interfere with his duties
hereunder. Executive shall perform such duties as are customarily associated
with his position, consistent with the Bylaws of the Company and as reasonably
required by the Board.
(c) Company Policies. The employment relationship between the parties
shall be governed by the general employment policies and practices of the
Company, including, but not limited to, those relating to protection of
confidential information and assignment of inventions related to the business of
the Company and arising directly out of Executive's employment hereunder;
provided, however, that when the terms of this Agreement differ from or are in
conflict with the Company's general employment policies or practices, this
Agreement shall control.
(d) Term. The initial term of employment of Executive under this
Agreement shall begin as of September 1, 2005 for an initial term ending on
August 31, 2008 (such three (3) year period, the "Initial Term"), subject to the
provisions for termination set forth herein and renewal as provided in Section
1(e) below.
(e) Renewal. Unless either party shall have given the other notice
that this Agreement shall not be renewed at least ninety (90) days prior to the
end of the Initial Term, the term of this Agreement shall be automatically
extended for a period of one year, such procedure to be followed in each such
successive period. Each extended term shall continue to be subject to the
provisions for termination set forth herein.
2. COMPENSATION AND BENEFITS.
(a) Salary. Executive has been paid a bonus of Fifty Thousand and
No/100 dollars ($50,000.00) in respect of the execution hereof. In addition,
during the term hereof, Executive shall receive for services to be rendered
hereunder a salary at the rate of Two Hundred Forty Thousand Dollars ($240,000)
per year (as may be increased from time to time, the "Base Salary"). Executive's
salary shall be payable at least as frequently as monthly and according to the
Company's normal payroll practices in effect from time to time and shall be
subject to payroll deductions as may be necessary or customary in respect of the
Company's salaried employees. The Base Salary shall be reviewed by and shall be
subject to increase at the sole discretion of the Board each year during the
term of this Agreement. The Base Salary may be reduced by the Board consistent
with, during any period and in the event of a general reduction of compensation
for employees of the Company generally or all executives of the Company
specifically and in connection with fiscal conservation measures taken by the
Company.
(b) Participation in Benefit Plans. During the term hereof, Executive
and his immediate family shall be entitled to participate in any group
insurance, hospitalization, medical, dental, health, accident, disability or
similar plan or program of the Company now existing or established hereafter to
the extent that he is eligible under the general provisions thereof and on the
terms as established by the Company for its employees generally or for senior
executives of the Company, including payment of the cost thereof. The Company
may, from time to time, amend, eliminate or establish additional benefit
programs as it deems appropriate. The Company will reimburse Executive the
amount of any continuation premium paid by Executive in the continuation of any
health insurance plan maintained by Executive's previous employer until the date
Executive is eligible to participate in the health plan maintained by the
Company. In addition, during the term hereof Executive shall be entitled to have
paid for by the Company a personal umbrella liability policy in the amount of
$2,000,000.
(c) Vacation. Executive shall be entitled to a period of annual
vacation time equal to 4 weeks plus 5 personal days in addition to the Company's
regularly scheduled paid holidays. The days selected for Executive's vacation
must be mutually agreeable to Company and Executive.
(d) Life Insurance. The Company agrees that commencing at the
execution hereof and thereafter during Executive's employment with the Company,
the Company will pay the ordinary premiums as they become due on policies of
term life insurance on Executive's life and owned by Executive in a face amount
of One Million Two Hundred Thousand and No/100 dollars ($1,200,000.00).
(e) Supplemental Retirement. In recognition of a supplemental
retirement plan forfeited at Executive's prior employment upon joining the
Company, Company will pay premiums on an additional policy or policies of whole
life insurance on Executive's life and/or purchase one or more other investment
vehicles as determined by the Company and owned by the Company provided that the
total cash surrender value of all such investments, including the "paid up" cash
value of any policy or policies used, is not less than $150,000 at the
expiration of the initial Term of this Agreement. Company agrees to distribute
to Executive the investment vehicle(s) purchased for this purpose upon
termination of Executive's employment from Company at any time upon the earlier
to occur of (i) a Change of Control of Company as defined in Section 6 (d)
below, (ii) or upon any termination of Executive's employment with Company after
the expiration of the Initial Term hereof, or (iii) any involuntary termination
of employment with the Company (including by Disability). In the event of a
voluntary termination of Executive's employment with Company for any reason
prior to the expiration of the Initial Term hereof and not after an applicable
Change of Control, Company agrees to distribute to Executive a sum equal to the
then surrender value of the investment vehicle(s) purchased hereunder times the
applicable percentage indicated below.
Number of Completed Years
Of the Term Hereof Applicable %
------------------------- ------------
1 33 1/3
2 66 2/3
In the event of the death of Executive prior to the distribution of the
investment vehicle(s) so purchased and while employed by the Company, the entire
cash surrender value of such vehicle(s), including death benefits payable under
any policy of insurance on the life of Executive, shall be paid, subject to
applicable withholding, to executive's designated beneficiary or beneficiaries
from time to time.
(f) Deferred Compensation Plan. Company will pay premiums on an
additional policy or policies of whole life insurance on Executive's life and/or
purchase one or more other investment vehicles as determined by the Company and
owned by the Company in an amount during each year of the term hereof, including
extensions, equal to 10% of Executive's Base Compensation for that year. Company
agrees to distribute to Executive the investment vehicle(s) purchased for this
purpose upon termination of Executive's employment from Company at any time upon
the earlier to occur of (i) a Change of Control of Company as defined in Section
6 (d) below, (ii) or upon any termination of Executive's employment with Company
after the expiration of the Initial Term hereof, or (iii) any involuntary
termination of employment with the Company (including by Disability).
In the event of the death of Executive prior to the distribution of the
investment vehicle(s) so purchased and while employed by the Company, the entire
cash surrender value of such vehicle(s), including death benefits payable under
any policy of insurance on the life of Executive, shall be paid, subject to
applicable withholding, to executive's designated beneficiary or beneficiaries.
(g) Car Allowance. The Company will pay Executive a monthly car
allowance of One Thousand and No/100 Dollars ($1,000.00) during periods that his
principal place of employment with Company is in the United States which amount
will be included in Executive's annual compensation.
(h) Withholding. All payments under this agreement will be made
subject to and are less standard withholdings for tax and social security
purposes as may be required from time to time by applicable law or regulation.
(i) Disability. All compensation payable hereunder shall be reduced by
the amount of any disability insurance benefit payments made to Employee during
the term hereof as the result of any insurance policy paid for by the Company.
(j) Retirement Plans. During the term hereof, Executive shall be
entitled to participate in any retirement plan or program of the Company now
existing or established hereafter to the extent that he is eligible under the
general provisions thereof and on the terms as established by the Company for
its employees generally or for senior executives of the Company, including
payment of the cost thereof. The Company may, from time to time, amend,
eliminate or establish retirement plans as it deems appropriate.
(k) Foreign Service. The Company maintains a series of benefits
designed to assist employees whose normal residence is in the United States
during periods their primary place of employment is outside the United States
and Executive will be entitled to receive such benefits and assistance as are in
place from time to time, currently: contribution toward living quarters rent at
the rate for quarters comparable to those currently occupied for the excess over
2000E, tax preparation assistance, language training for the family, including
tuition at appropriate French speaking private schools for children, health care
coverage, an automobile, 2 round trip coach trips per year for the entire
family, moving and real estate brokerage and closing cost coverage and visa and
work permit assistance.
3. ANNUAL BONUSES. Executive shall be entitled to an annual merit
performance award as set out on Exhibit 3 hereto in accordance with the
provisions thereof as it relates to the return on invested capital experienced
by the Company; provided that for the year ended December 31, 2005, the bonus
shall be One Hundred Fifty Thousand and No/100 Dollars ($150,000.00). All
bonuses are payable only in the event that you are employed as a full time
employee of the Company under this agreement on the last day of the fiscal year
for which a bonus is applicable and the bonus in respect of the year 2005 shall
only be paid in the event that Executive is continuously employed by Company and
its affiliates through August 31, 2006. No part of any bonus shall accrue or be
paid otherwise and all bonuses are subject to applicable requirements for
withholdings for tax and social security purposes. In the event that a bonus is
not required under the terms of Exhibit 3, Executive may never the less be
entitled to a bonus of some other amount to be determined by the Chief executive
officer of the Company in his discretion according to the performance of the
Company and the individual contributions and effort of the Executive during the
period considered.
4. OPTIONS. The Company has established a stock option program for senior
executive officers and Executive shall be eligible to participate in such
program. The President of the Company will recommend to the Board of Directors
of the company, at their meeting that immediately succeeds the date hereof, that
Executive receive a grant of options under this plan to purchase up to 105,926
shares of common stock in the parent of Company, Micron Holdings, Inc. at a
price of Ten Dollars ($10.00) per share. Seventy per cent of such option shares
shall vest over a 5 year period or, if earlier, upon a change of control of
Company. Thirty percent of such option shares shall be performance based options
as provided by the option plan. These Options shall be subject to all the terms
of the plan as established from time to time.
5. REASONABLE BUSINESS EXPENSES AND SUPPORT. The Company shall provide to
Executive such office space, furniture, materials, supplies and secretarial and
other staff help as are necessary or appropriate to his duties hereunder.
Executive shall be reimbursed for documented and reasonable business expenses in
connection with the performance of his duties hereunder.
6. TERMINATION OF EMPLOYMENT. The date on which Executive's employment by
the Company ceases, under any of the following circumstances, shall be defined
herein as the "Termination Date."
(a) Termination for Cause.
(i) Termination; Payment of Accrued Salary and Vacation. The
Board may terminate Executive's employment with the Company at any time for
Cause, immediately upon notice to Executive of the circumstances leading to such
termination for Cause. In the event that Executive's employment is terminated
for Cause, Executive shall receive payment for all accrued Base Salary and
vacation time through the Termination Date, which in this event shall be the
date upon which notice of termination is given. The Company shall have no
further obligation to pay severance of any kind whether under this Agreement or
otherwise nor to make any payment in lieu of notice.
(ii) Definition of Cause. "Cause" means the occurrence or
existence of any of the following with respect to Executive, as determined by a
majority of the disinterested directors of the Board: (A) a material breach by
Executive of his duty not to engage in any transaction that represents, directly
or indirectly, self-dealing with the Company or any Company Affiliates that has
not been approved in advance by a majority of the disinterested directors of the
Board, which remains uncured after the lapse of 30 days following the date that
the Company has given Executive written notice thereof; (B) the repeated
material breach by Executive of any duty referred to in clause (A) above as to
which at least two (2) written notices have been given pursuant to such clause
(A); (C) any act of dishonesty, misappropriation, embezzlement, fraud or similar
conduct involving the Company or any Company Affiliate; (D) the conviction or
the plea of nolo contendere or the equivalent in respect of a felony involving
moral turpitude, which, in any case described in this clause (D), which is
demonstrably and materially injurious to the Company or any Company Affiliate;
(E) intentional infliction of any damage of a material nature to any property of
the Company or any Company Affiliate; or (F) the repeated abuse of any
controlled substance or alcohol or any other non-controlled substance which, in
any case described in this clause (F), which is demonstrably and materially
injurious to the Company or any Company Affiliate.
(b) Termination by Executive.
(i) Breach by Company. Executive shall have the right, at his
election, to terminate his employment with the Company by written notice to the
Company to that effect if the Company shall have failed to perform a material
condition or covenant of this Agreement or the Company shall have made a change
resulting in diminution in Executive's duties, authority, responsibility or
compensation (a "Company Material Breach"); provided, however, that termination
for a Company Material Breach will not be effective until Executive shall have
given written notice specifying the claimed breach and, provided such breach is
curable, the Company fails to cure the alleged breach within thirty (30) days
after the receipt of the applicable notice (but within ten (10) days if the
failure to perform is a failure to pay monies when due under the terms of this
Agreement), or if the Company repeatedly commits a Company Material Breach as to
which at least two (2) written notices have been given pursuant to clause
6(b)(i) above.
(ii) Other Voluntary Terminations. In the event that Executive
voluntarily terminates employment with the Company other than pursuant to
6(b)(i) above, Executive shall be bound by Sections 7, 8 and 9 below, Company
may elect not to pay any severance pay otherwise provided for hereunder and
Company's sole remedy under this Agreement shall be to pursue an injunction
against, or damages from, Executive for violation of such Sections. In addition,
Executive shall repay to company a pro rata portion of the bonus paid to him in
respect of the execution hereof as provided under paragraph 2(a) above. The
amount repaid shall be a fraction of the bonus equal to the number of months
Executive's employment by Company (rounded to the nearest whole month) is less
than 12 divided by 12.
(c) Termination Upon Disability. The Company may terminate Executive's
employment in the event Executive suffers a disability that renders Executive
unable to perform the essential functions of his position, even with reasonable
accommodation, for any consecutive ninety (90) days or for any one hundred and
eighty (180) days within any two hundred and seventy (270) day period. After the
Termination Date, which in this event shall be the date upon which notice of
termination is given, Executive shall receive the accrued portion of any Base
Salary and vacation hereunder through the Termination Date, less standard
withholdings for tax and social security purposes and no further compensation
shall be payable under Sections 2(a) or 3 of this Agreement.
(d) Termination Without Cause. The Company may terminate Executive's
employment at any time for other than Cause or disability, pursuant to the
following termination payment requirements.
(i) Termination Payments. In the event that, during the Initial
Term, Executive's employment is terminated (A) by the Company other than
pursuant to paragraph 6(a) or 6(c), or (B) by Executive pursuant to paragraph
6(b), the Company shall pay Executive as severance an amount equal to eighteen
(18) months of his then Base Salary. Such severance shall be paid, less standard
withholdings for tax and social security purposes, over such term in monthly pro
rata payments commencing as of the Termination Date, plus the accrued portion of
any vacation through the Termination Date, less standard withholdings for tax
and social security purposes.
(ii) Termination On Change of Control. In the event that
Executive's employment is (A) involuntarily terminated by Company, (B)
voluntarily terminated by Executive pursuant to paragraph 6(b) within 180 days
of a "Change of Control" of Company, or (C) voluntarily terminated by Executive
after the expiration of the initial Term hereof and within 180 days of a Change
of Control of Company and at a time when executive has not been appointed as the
President of the Company, then in each case the Company shall pay Executive as
severance an amount equal to twenty four (24) months of his then Base Salary,
less standard withholdings for tax and social security purposes, payable over
such twenty four (24) month term in monthly pro rata payments commencing as of
the Termination Date. "Change of Control" means with respect to the Company (x)
any sale, transfer or other conveyance, whether direct or indirect, of all or
substantially all of the assets of the Company, on a consolidated basis, in one
transaction or a series of related transactions, (y) any transaction as a result
of which any person or group other than Xxxxxxx Xxxxx, TRP Resources Partners or
an affiliate of either Controls the Company, or (z) a reorganization, merger
(not including a merger to effectuate a reincorporation of the Company) or
consolidation of the Company as a result of which the outstanding securities of
the class then owned by or subject to an option to purchase by the Executive are
exchanged for or converted into cash, property and/or securities not issued by
the Company, which reorganization, merger or consolidation shall have been
affirmatively recommended to the stockholders of the Company by the Board.
"Control" means the possession, directly or indirectly, of the ownership of a
majority of the voting securities of the Company or the owner of all of the
outstanding capital stock of the Company.
(iii) Breach. The Company shall not be obligated to pay any
termination payments under clauses 6(d)(i) or (ii) above if Executive breaches
the provisions of Sections 7 or 8 below.
(e) Benefits Upon Termination. All benefits provided under paragraph
2(b) hereof (other than the umbrella liability insurance coverage) shall be
extended, at Executive's election and the Company's cost, to the extent
permitted by the Company's insurance policies and benefit plans, for a period
following the Termination Date during which Executive is paid severance
hereunder, except (a) as required by law (e.g., COBRA health insurance
continuation election) or (b) in the event of a termination pursuant to
paragraph 6(a).
(f) Termination Upon Death. If Executive dies prior to the expiration
of the term of this Agreement, the Company shall (i) continue coverage of
Executive's dependents (if any) under all benefit plans or programs of the type
listed in paragraph 2(b) for such periods as the Company's policy with respect
thereto applies for executives of the Company generally but not less than 12
months or the maximum then allowed by law if less, and (ii) pay to Executive's
estate or designated beneficiary the accrued portion of any Base Salary and
vacation through the Termination Date, less standard withholdings for tax and
social security purposes.
7. PROPRIETARY INFORMATION OBLIGATIONS. During the term hereof, Executive
will have access to and become acquainted with the Company's and the Company
Affiliates' confidential and proprietary information, including, but not limited
to, information or plans regarding the Company's and the Company Affiliates'
customer relationships, personnel or sales, marketing, pricing and financial
operations and methods; trade secrets; formulas; devices; secret inventions;
processes; and other compilations of information, records and specifications
(collectively "Proprietary Information"). Executive shall not disclose any of
the Company's or the Company Affiliates' Proprietary Information, directly or
indirectly, or use it in any way, either during the term of this Agreement or at
any time thereafter, except as required in the course of his employment by the
Company or as authorized in writing by the Company. All files, records,
documents, computer-recorded information, drawings, specifications, equipment
and similar items relating to the business of the Company or the Company
Affiliates, whether prepared by Executive or otherwise coming into his
possession, shall remain the exclusive property of the Company or the Company
Affiliates, as the case may be, and shall not be removed from the premises of
the Company under any circumstances whatsoever without the prior written consent
of the Company, except when (and only for the period) necessary to carry out
Executive's duties hereunder, and if removed shall be immediately returned to
the Company upon any termination of his employment; provided, however, that
Executive may retain copies of documents reasonably related to his interest as a
stockholder and any documents that were personally owned, which copies and the
information contained therein Executive agrees not to use for any business
purpose. Notwithstanding the foregoing, Proprietary Information shall not
include (i) information that is or becomes generally public knowledge or public
except through disclosure by Executive in violation of this Agreement and (ii)
information that may be required to be disclosed by applicable law.
8. NONINTERFERENCE; NONCOMPETITION. Executive agrees that during the term
of this Agreement and throughout that period after the termination hereof during
which Executive is paid severance pursuant to Section 6(d)(i) or 6(d)(ii)
hereof, but not for any period that Company has elected not to pay severance
pursuant to its election under section 6(b)(ii) (the "Severance Period"),
Executive shall not, directly or indirectly, except on behalf of the Company and
its respective Affiliates:
(a) engage, invest, participate or be interested in any business,
enterprise or operation competing with the Company or any of its Affiliates with
respect to the Business in any of the Territories; or
(b) have any interest in, own, manage, operate, control, be connected
with as a stockholder (other than as a stockholder of less than one percent (1%)
of the issued and outstanding stock of a publicly held corporation), joint
venturer, officer, director, agent, lender, representative, partner, employee or
consultant, or otherwise engage or invest or participate in any business that
shall compete with the Business, whether conducted by the Company, any Affiliate
of the Company or any of their successors in any of the Territories; or
(c) solicit or hire any existing or future employee of the Company,
any Affiliate of the Company or any of their respective Affiliates or
successors; or
(d) solicit or encourage any material customer or supplier of the
Company or any of its Affiliates to terminate or adversely alter in any material
respect any relationship such person may have with the Company, any of its
Affiliates or any of their successors.
As used herein, the term "Business" means the precision machining industry and
the term "Territories" means the world.
9. MISCELLANEOUS.
(a) Notices. Any notices provided hereunder must be in writing and
shall be deemed effective upon the earlier of two days following personal
delivery (including personal delivery by telecopy or telex), or the fourth day
after mailing by first class mail to the recipient at the address indicated
below:
To the Company:
Autocam Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
Telecopier No: 000-000-0000
With a copy to:
Autocam Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Director of Human Resources
Telecopier No: 000-000-0000
To Executive:
Xxx XxXxxxxx
With a copy to:
or to such other address or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.
(b) Severability. Any provision of this Agreement that is deemed
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction and subject to this paragraph, be ineffective to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions hereof in such jurisdiction or rendering that or any other
provisions of this Agreement invalid, illegal or unenforceable in any other
jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable
because its scope is considered excessive, such covenant shall be modified so
that the scope of the covenant is reduced only to the minimum extent necessary
to render the modified covenant valid, legal and enforceable.
(c) Entire Agreement. This document, together with any noncompetition,
confidentiality or similar agreement entered into as part of the normal
employment procedure of Company, constitute the final, complete and exclusive
embodiment of the entire agreement and understanding between the parties hereto
related to the subject matter hereof and supersedes and preempts any prior or
contemporaneous understandings, agreements, or representations by or between
such parties, written or oral.
(d) Counterparts. This Agreement may be executed on separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
agreement.
(e) Successors and Assigns. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive and the Company, and
their respective successors and assigns, except that Executive may not assign
any of his duties hereunder, and he may not assign any of his rights hereunder
without the prior written consent of the Company, and except that the Company
may not assign any of its rights hereunder except by operation of a merger or
other business combination.
(f) Amendments; No Third Party Beneficiaries. No amendments or other
modifications to this Agreement may be made except by a writing signed by both
parties hereto. No amendment or waiver of this Agreement requires the consent of
any individual, partnership, corporation or other entity not a party to this
Agreement. Nothing in this Agreement, express or implied, is intended to confer
upon any third person any rights or remedies under or by reason of this
Agreement.
(g) Choice of Law. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the laws of the State
of Michigan without giving effect to principles of conflicts of law.
(h) Death After Termination. In the event of the death of Executive
after his termination of employment with the Company and while severance
payments are being made by the Company as provided herein, the entire amount of
severance payment due and unpaid, as determined at the Termination Date, shall
be paid to Executive's estate without reduction.
10. ARBITRATION.
(a) Any disputes or claims arising out of or concerning the
Executive's employment or termination by the Company, whether arising under
theories of liability or damages based upon contract, tort or statute, shall be
determined exclusively by arbitration before a single arbitrator in accordance
with the commercial transactions arbitration rules of the American Arbitration
Association, except as modified by this Agreement. The arbitrator's decision
shall be final and binding on both parties. Judgment upon the award rendered by
the arbitrator may be entered in any court of competent jurisdiction. In
recognition of the fact that resolution of any disputes or claims in the courts
is rarely timely or cost-effective for either party, the Company and Executive
enter this mutual agreement to arbitrate in order to gain the benefits of a
speedy, impartial and cost-effective dispute resolution procedure.
(b) Any arbitration shall be held in Grand Rapids, Michigan. The
arbitrator shall be an attorney with substantial experience in commercial
transactions, selected by the parties alternately striking names from a list of
five such persons provided by the American Arbitration Association (AAA) office
located nearest to Grand Rapids, Michigan, following a request by the party
seeking arbitration for a list of five such attorneys with substantial
professional experience in commercial transactions. If either party fails to
strike names from the list, the arbitrator shall be selected from the list by
the other party.
(c) Each party shall have the right to take the deposition of one
individual (provided that if arbitrable disputes or claims have been
consolidated, pursuant to Section 10(g) below, such number will be three) and
any expert witness designated by the other party. Each party shall also have the
right to propound requests for production of documents to any party and the
right to subpoena documents and witnesses for the arbitration. Additional
discovery may be made only where the arbitrator selected so orders upon a
showing of substantial need. The arbitrator shall have the authority to
entertain a motion to dismiss and/or a motion for summary judgment by any party
and shall apply the standards governing such motions under the Federal Rules of
Civil Procedure.
(d) The Company and Executive agree that they will attempt, and they
intend that they and the arbitrator should use their best efforts in that
attempt, to conclude the arbitration proceeding and have a final decision from
the arbitrator within one hundred twenty (120) days from the date of selection
of the arbitrator; provided, however, that the arbitrator shall be entitled to
extend such 120-day period for a total of two (2) one hundred twenty (120) day
periods. The arbitrator shall immediately deliver a written award with respect
to the dispute to each of the parties, who shall promptly act in accordance
therewith.
(e) The Company shall pay the fees and expenses of the arbitrator.
Each party shall pay its own attorneys' fees and costs including, without
limitation, fees and costs of any experts. Any controversy over whether a
dispute is an arbitrable dispute or as to the interpretation or enforceability
of this paragraph with respect to such arbitration shall be determined by the
arbitrator.
(f) In a contractual claim under this Agreement, the arbitrator shall
have no authority to add, delete or modify any term of this Agreement.
(g) In the event that arbitrable disputes or claims arise between
Executive and the Company under this Agreement and one or more additional
agreements to which Executive, on the one hand, and any one or more of the
Company or Titan Holdings, Inc. on the other hand, are parties, Executive shall
consent to the consolidation and determination of all such disputes and/or
claims in a single arbitration to be held in Grand Rapids, Michigan,
notwithstanding any different location designated by another agreement under
which one or more of the disputes or claims to be arbitrated has arisen.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
effective as of the date first above written.
/s/ Xxx XxXxxxxx
----------------------------------------
Xxx XxXxxxxx
Autocam Corporation
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Xxxx X. Xxxxxxx, President
EXHIBIT 3
EXECUTIVE BONUS SCHEDULE
If the Company's Return on Invested Capital (ROIC) for the 12 month period for
which a bonus is being calculated is less than 25%, the bonus payout will be
subjectively determined. In the event that the ROIC is 25% or greater a bonus
will be paid according to the following schedule:
ROIC BONUS
---- -----
At least 25% but less than 26% 100% of Base Salary.
At least 26% but less than 27% 110% of Base Salary.
At least 27% but less than 28% 120% of Base Salary.
At least 28% but less than 29% 130% of Base Salary.
At least 29% but less than 30% 140% of Base Salary.
At least 30% but less than 31% 150% of Base Salary.
At least 31% but less than 32% 160% of Base Salary.
At least 32% but less than 33% 170% of Base Salary.
At least 33% but less than 34% 180% of Base Salary.
At least 34% but less than 35% 190% of Base Salary.
At least 35% and greater 200% of Base Salary.
ROIC is the annualized, cumulative return on capital for the Company on original
equity plus any contributions as measured by 6 X EBITDA less interest bearing
debt.
