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EXHIBIT 10(iii)(A)(1)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 30, 2000, between Titan
International, Inc., a Illinois corporation ("Titan and/or Company"), and
Xxxxxxx X. Xxxxxx, Xx. ("Executive") (hereinafter, as amended or modified and in
effect called "Agreement"). The effective date of this Agreement (the "Effective
Date") shall be January 30, 2000.
INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES AGREE AS FOLLOWS:
1. Position. The Company agrees to employ Executive and Executive
agrees to accept employment as President and CEO of Titan pursuant to the terms
of this Agreement. Executive will perform such services in the capacity of
President and CEO as may be assigned to him by the By-laws and, from time to
time by the Board of Directors of the Company during the Employment Term and, if
applicable, during the Extended Employment Term, (as such terms are defined in
Section 2). Executive also will serve as a Director of the Company during the
Employment Term, and if applicable, during the Extended Employment Term.
Executive will devote such of his business skill, time and effort to his
employment hereunder as shall be reasonably necessary to discharge his
obligations hereunder.
2. Employment Term. Executive's term of employment by the Company under
this Agreement will begin on the Effective Date and will terminate on the date
five years after the Effective Date (the "Employment Term"), unless terminated
earlier as provided in Sections 6 and 7 hereof.
Subject to the provisions of Sections 6 and 7 of this
Agreement, this Agreement shall automatically and without requirement for action
by either party be extended for an additional one year period, and similarly
shall be automatically extended by successive one-year periods from year to year
thereafter (collectively, such one-year renewal periods are hereinafter referred
to as the "Extended Employment Term"), unless notice of nonrenewal is given in
accordance with the provisions of the following three sentences. If either party
desires not to continue the employment of Executive under this Agreement beyond
the Employment Term, or, if applicable, beyond the Extended Employment Term (the
last day of the Employment Term, or the last day of the Extended Employment
Term, if applicable, is hereinafter referred to as the "Termination Date"), that
party shall at least twelve (12) months but not more than sixteen (16) months
prior to the Termination Date give written notice to such effect to the other
party. Unless the notice of nonrenewal is thereafter revoked prior to the
Termination Date by the party giving notice, and the party receiving notice of
such nonrenewal consents in writing to the revocation thereof, the employment of
Executive under this Agreement shall terminate effective on the Termination
Date. Any notice of nonrenewal, revocation of nonrenewal or consent to
revocation of nonrenewal given by Titan shall be authorized by its Board of
Directors as then constituted by majority vote.
3. Direct Compensation. For his service hereunder during the Employment
Term and, if applicable, during the Extended Employment Term, Executive will
receive a base salary payable at an annual rate of $ 400,000.00 (the "Base
Salary"), to be paid in accordance
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with the normal practices for remunerating the Company executive management.
Nothing in this Agreement will be deemed to prohibit an increase at any time in
the Base Salary if the Company's Board of Directors approves. (The Base Salary,
if so adjusted, is herein called the "Adjusted Base Salary"). In addition to
salary, each calendar year, the Executive shall be entitled to receive a minimum
bonus of one hundred percent (100%) up to a maximum of one hundred and fifty
percent (150%) of his salary based on performance with specified criteria. The
Board of Directors will establish the bonus and performance standards at the
beginning of each year. The Executive shall receive stock options of up to a
minimum of two hundred percent (200%) of his base salary and in shares of the
Company stock under the Company Stock Incentive Plan that shall vest and become
exercisable as prescribed by the Plan. The Executive during the Employment term
shall be entitled to six weeks of vacation plus the Company designated holidays
in each year and shall, during such periods, be entitled to remuneration as
hereinbefore provided and car allowance.
4. Standard Executive Benefits. In addition to the benefits described
in Sections 4, 6 and 7, Executive and, as applicable, Executive's family, shall
be entitled to participate during the Employment Term, and if applicable, during
the Extended Employment Term in all of the Company's then prevailing Executive
benefit plans and programs which are generally available to the Company
executive management, including without limitation, any group life,
hospitalization, surgical, major medical and accidental death and dismemberment
insurance plans and/or benefits, dental, 401k and any pension or other capital
accumulation plans (collectively, the "Standard Executive Benefits").
5. Life Insurance. During the Employment Term, and, if applicable,
during the Extended Employment Term, the Company shall also have the right, from
time to time, at its election, to insure the life of Executive for the sole
benefit of the Company. In such event, the amount of insurance and type of
policy shall be determined by the Company and all premiums incurred thereon
shall be the obligation of the Company. Executive shall have no interest in any
such policy, but shall cooperate with the Company in obtaining such insurance by
submitting to physical examination, by supplying all information reasonably
required by the insurance company, and by executing all necessary documents,
provided that no financial obligation is imposed on Executive by such
requirement.
6. Death or Disability. In the event of Executive's death or disability
(as hereinafter defined) during the Employment Term, or, if applicable, during
the Extended Employment Term, the Company shall pay Executive, his designated
beneficiary or estate, in addition to all payments due under Section 4, 6 and 7,
the Supplemental Death or Disability Benefits, as the case may be, as described
below.
6.1 Supplemental Death Benefit. In the event of Executive's
death during the Employment Term, or if applicable, during the Extended
Employment Term, the Company shall pay Executive's estate a lump sum equal to
all earned yet unpaid Base Salary or Adjusted Base Salary, if any, in effect as
at such date of death plus the full amount of such Base Salary or Adjusted Base
Salary for a period ending six (6) months following the month during which the
date of such death occurred (even if such six month period extends beyond the
Termination
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Date), and thereafter during the remainder of the Employment Term, or, if
applicable, the Extended Employment Term, fifty percent (50%) of Executive's
Base Salary. In addition, Titan shall continue to provide Executive's family
with the Standard Executive Benefits from the date of Executive's death until
the later of (1) the expiration of the Employment Term or, if applicable, the
Extended Employment Term or (2) six months.
6.2 Supplemental Disability Benefits. In the event of
Disability of Executive (as hereinafter defined), the majority of the Company's
Board of Directors as then constituted, at its election and upon 30 days written
notice to Executive, may terminate the employment of Executive under this
Agreement effective as of the last day of the month within which the end of such
30-day period occurs (the "Disability Termination Date"). For purposes of this
Agreement the term "Disability" shall mean the inability of Executive to engage
in his regular occupation as a senior executive officer of a corporation
generally comparable to the Company at a level of compensation commensurate with
his education, training and experience for a substantially continue period which
has extended or will foreseeable extend beyond six months in duration as a
result of sickness, bodily injury, or mental or emotional disease or disorder of
any type, excluding attempted suicide or intentionally self-inflicted injury.
Upon termination of the employment of Executive by reason of Disability, the
liabilities of the Company will be as follows:
(a) During the periods referred to in (i) and (ii) below, the
Company shall continue to provide the Executive with the following direct
compensation: (i) commencing with the first day of the month next succeeding the
Disability Termination Date, a lump sum equal to all earned yet unpaid Base
Salary or Adjusted Base Salary, if any, in effect as of such Disability
Termination Date plus a monthly amount which shall be equal to one-twelfth of
Executive's Base Salary or Adjusted Base Salary, in effect as at such Disability
Termination Date, for a period of 24 months following such Disability
Termination Date (the "Disability Benefit Continuation Period"); and (ii) for
the period, if any, of Disability that extends beyond the Disability Benefit
Continuation Period referred to in (i) above, and until the date the Executive
attains age 60 or, if sooner, his death, a monthly amount which shall be equal
to one-twelfth of fifty percent (50%) of Executive's Base Salary; provided,
however, that the monthly amounts payable under (i) and (ii) above shall be
reduced by an amount equal to the sum of the amount of monthly benefits then
actually received by Executive pursuant to (A) any long-term disability
insurance plan then generally provided to executive management by the Company,
and (B) any supplemental disability insurance program then provided to Executive
by the Company.
(b) During the Disability Benefit Continuation Period, the
Company shall continue to provide Executive with full participation in the
benefits described in Sections 4, 6.1. and 6.2.
If there should be any dispute between the parties as to
Executive's incapacity or physical or mental disability at any time, such
dispute shall be determined by the written opinion of an impartial reputable
physician agreed upon for this purpose by the parties or their representatives
or, failing agreement by the parties within twenty (20) business days of the
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request by either party to the other, by a panel of three impartial reputable
physicians to be selected within twenty (20) business day of request by either
party to the other, one by Executive and one by the Company, respectively, and
one by the two physicians so selected. If the physician selected by the Company
and Executive should fail to select the third physician within ten (10) business
days of their appointment, or if either the Company or Executive should fail to
select a physician, the remaining member(s) of the panel shall be appointed by
Director of Mayo Clinic of Rochester, MN. The opinion of the majority of the
panel as to the matter in dispute shall be final and binding on the parties.
Executive shall submit to such examination(s) as may be necessary for the
purposes herein.
7. Termination. Executive's employment under this Agreement may
be terminated by the Company upon the occurrence of any of the following events:
7.1 Termination for Cause. The Company's Board of Directors as
then constituted may by a majority vote at any time terminate Executive's
employment for cause. For this purpose, "Termination for Cause" shall mean (i)
termination of the Executive's employment for willful or gross neglect of duties
hereunder, or willful or gross misconduct in the performance of such duties, so
as to cause material harm to the Company and its subsidiaries considered as a
whole, determined in good faith by its Board of Directors, (ii) termination
following a judicial determination that Executive has committed fraud,
misappropriation or embezzlement against the Company or (iii) termination due to
Executive's having committed any felony for which he is convicted and which, as
determined in good faith by the Board of Directors, and results in material harm
to the Company and its subsidiaries considered as a whole. Upon the occurrence
of a Termination for Cause, the Company's obligations under this Agreement shall
terminate, except that in the event of Termination for Cause pursuant to clause
(i) of the first sentence of this Section 7.1, the Company shall remain
obligated to pay Executive fifty percent (50%) of his Base Salary and to
continue for Executive and/or his family the full benefits described in Section
4 during the Employment Term.
7.2 Termination Without Cause. The Company's Board of
Directors, as then constituted may, at any time terminate Executive's employment
by majority vote and thereupon, unless such termination shall be pursuant to
Section 6 or 7.1, such termination shall, in all cases, constitute "Termination
Without Cause" with effect from the date of action by the Company's Board of
Directors. Any demotion from the position of President and CEO set forth in
Section 1, any material reduction in the authorities inherent to such position,
or any non-election as a Director of the Company, in each instance unless made
with Executive's prior written consent, or upon a termination pursuant to
Sections 6 or 7.1, or any non-payment or reduction in the Base Salary or
Adjusted Base Salary then in effect or any other breach by the Company of this
Agreement shall be deemed to constitute Termination Without Cause. In the event
of Executive's Termination Without Cause, the Company shall remain obligated to
pay Executive 100% of his Base Salary or Adjusted Base Salary then in effect for
three (3) years from the effective date of the Termination Without Cause, but in
no event beyond the Employment Term or, if applicable, the Extended Employment
Term, and 50% of his Base Salary or Adjusted Base Salary then in effect for the
balance of the Employment Term remaining beyond the three year period, if any,
plus all benefits described in Sections 4, 6 and 7 during the Employment Term.
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7.3 Termination for Change of Control by Executive. The
executive shall have sufficient reason to terminate this agreement if: (i) there
is a change of control of the company (as defined below); (ii) there is a
failure by the Company to comply with any material provision of this agreement
and such failure has continued for a period of ten days after notice of such
failure has been given by the executive to the company; or (iii) there is a
purported termination of the executive's employment which is not effected
pursuant to the provisions of this agreement relating to termination of the
executive's employment by the Company;
For the purposes of this agreement, a "change of control of the
company" means
(i) any Person (meaning individual, corporation, general
partnership, limited partnership, syndicate or other
group of persons) or two or more Persons acting in
concert shall have acquired after the date hereof
beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission under the
Securities Exchange Act of 1934), directly or
indirectly of securities of the Company (or other
securities convertible into such securities)
representing 20% or more of the combined voting power
of securities of the company entitled to vote in the
election of directors; or
(ii) any Person or two or more Persons acting in concert
shall have acquired after the date hereof by contract
or otherwise, or shall have entered into a contract or
otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in
its or their acquisition of control over securities of
the company (or other securities convertible into such
securities) representing 20% or more of the combined
voting power of all securities of the company entitled
to vote in the election of directors; or
(iii) consummation of any merger or consolidation with
respect to which the Company or any Parent is a
constituent corporation (other than a transaction for
the purpose of changing the Company's corporate
domicile) any liquidation or dissolution of the
Company or any sale of substantially all of the assets
of Company to another corporation;
(a) In the event of a change of control (as defined above) at the
Executive's election made during the sixty (60) days period thereafter, may
terminate this Agreement and his employment hereunder by giving thirty (30) days
notice to the Company. In the event of the Executive's termination of this
Agreement under 7.3(a), the Company and/or successor shall pay the Executive
100% of his Base Salary or Adjusted Base Salary for the remaining Employment
term;
(b) In the event the Executive terminates this agreement because
of a change of control of the company, the Company and/or successor agrees to
provide fully vested supplemental retirement benefits ("Supplemental Retirement
Benefit Payments") to Executive pursuant to the following terms: (i) commencing
on the first day of the calendar month which next succeeds or coincides with
Executive's having attained 60 and on the first of each calendar
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month thereafter for and during his natural life, the Company and/or successor
shall pay to Executive the sum of $20,000.00 (the "Normal Supplemental
Retirement Benefit Payments"); (ii) alternatively, and in lieu of the Normal
Supplemental Retirement Benefits Payments, Executive, at any time after
attaining the age of 55, shall be entitled, at his election, to receive an early
supplemental retirement benefit, payable monthly, commencing on the first day of
the month following such election and on the first day of each month thereafter
during his lifetime, equal to the actuarial equivalent of the Normal
Supplemental Retirement Benefit Payments as determined at the time of such
election (the "Early Supplemental Retirement Benefits Payment"); (iii) if
Executive is married on the date of his benefit payment commence hereunder, he
may elect by notice to the Company and as an alternative to either the Normal
Supplemental Retirement Benefit Payments or Early Supplemental Retirement
Benefit Payments, a reduced pension benefit at age 60 or at such earlier date
after obtaining the age of 55 in the form of a standard joint and survivor
annuity based on the life expectancies of Executive and his spouse to be paid to
Executive and his spouse during their natural lifetimes; and (iv) at the
Executive's election, the Supplemental Retirement Benefits Payments, as elected
by the Executive pursuant to (i) through (iii) above, may be made at any time in
the form of a single life annuity of which the Executive is the annuitant and
owner;
(c) If the Executive terminates this agreement because of a change of
control of the company, the Company agrees to provide for and during their
natural lifetimes Executive and his spouse and dependents which live in the
household shall receive, at no cost and expense to them, fully vested group
medical (including hospitalization, surgical, and major medical) and dental
insurance benefits provided or furnished or made available under the Company's
Plan (at Executive, or in the event of Executive death, at Executive's spouse's
election with respect to which plan) then prevailing Executive benefit plans to
the then employed highest level executive officers' of either of them from time
to time. The Company shall pay the full premiums for all such benefits furnished
through group insurance plans as well as all other charges and expenses for
providing such benefits;
(d) In the event of a change of control of the Company, all outstanding
stock options and the Employer match under the Company's 401k Plan for the
Executive shall vest 100% immediately; and
(e) In the event of a change of control of the Company, the Company
shall provide, as a condition of such sale, that the acquiring Person shall
assume this Agreement and become obligated to perform all of the terms and
conditions hereof.
8. Successors and Assigns This Agreement shall be binding upon any
successor or assigns of the Company and a successor or assigns shall be any
surviving corporation under which it might be merged or consolidated or the
purchaser of substantially all of the assets of the Company.
9. Termination. This Agreement shall terminate upon the death of both
Executive and his spouse or earlier if mutually agreed upon by the Executive and
the Company.
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10. Expenses. The Company will pay or reimburse Executive for any
expenses reasonably incurred by him in furtherance of his duties hereunder,
without limitation expenses for entertainment, travel (including automobile
operating expenses), meals, hotel accommodations and other ordinary and
necessary activities incurred on behalf of the company, subject to reasonable
documentation of such expenses by Executive.
11. Supplemental Retirement Benefits. The Company agrees to provide
fully vested supplemental retirement benefits ("Supplemental Retirement Benefit
Payments") to Executive pursuant to the following terms: (i) commencing on the
first day of the calendar month which next succeeds or coincides with
Executive's having attained 60 and on the first of each calendar month
thereafter for and during his natural life, the Company and/or successor shall
pay to Executive the sum of $20,000.00 (the "Normal Supplemental Retirement
Benefit Payments"); (ii) alternatively, and in lieu of the Normal Supplemental
Retirement Benefits Payments, Executive, at any time after attaining the age of
55, shall be entitled, at his election, to receive an early supplemental
retirement benefit, payable monthly, commencing on the first day of the month
following such election and on the first day of each month thereafter during his
lifetime, equal to the actuarial equivalent of the Normal Supplemental
Retirement Benefit Payments as determined at the time of such election (the
"Early Supplemental Retirement Benefits Payment"); (iii) if Executive is married
on the date of his benefit payment commence hereunder, he may elect by notice to
the Company and as an alternative to either the Normal Supplemental Retirement
Benefit Payments or Early Supplemental Retirement Benefit Payments, a reduced
pension benefit at age 60 or at such earlier date after obtaining the age of 55
in the form of a standard joint and survivor annuity based on the life
expectancies of Executive and his spouse to be paid to Executive and his spouse
during their natural lifetimes; and (iv) at the Company's election, the
Supplemental Retirement Benefits Payments, as elected by Executive pursuant to
(i) through (iii) above, may be made at any time in the form of a single life
annuity of which Executive is the annuitant and owner.
12. Retirement Medical Benefits. The Company agrees to provide for and
during their natural lifetimes Executive and his spouse and dependents which
live in the household shall receive, at no cost and expense to them, fully
vested group medical (including hospitalization, surgical, and major medical)
and dental insurance benefits provided or furnished or made available under the
Company's Plan (at Executive, or in the event of Executive death, at Executive's
spouse's election with respect to which plan) then prevailing Executive benefit
plans to the then employed highest level executive officers' of either of them
from time to time. The Company shall pay the full premiums for all such benefits
furnished through group insurance plans as well as all other charges and
expenses for providing such benefits.
13. Stock Options. In the event of a change of control of the Company,
all outstanding stock options and the Employer match under the Company's 401k
Plan for the Executive shall vest 100% immediately.
14. Inventions and Improvements. Any invention or development of any
kind
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related to the Company's business made or conceived by Executive (solely,
jointly or in conjunction with anyone else) while he is employed by the Company
pursuant to this Agreement shall be promptly disclosed by Executive to the
Company and shall be the sole property of the Company. Executive shall execute
an assignment to the Company, or to another designated by it, of his entire
claim to and interest in each such invention or development. Executive
undertakes to sign all lawful papers and, at the Company's expense, to assist it
in every lawful way to obtain and sustain patents or copyrights for its benefit
in any such inventions or developments when requested by the Company. Executive
shall not be entitled to compensation beyond his Base Salary or Adjusted Base
Salary for the performance of any such acts.
15. Confidential Information. Executive acknowledges that by reason of
his employment with the Company he has and will hereafter, from time to time
during his Employment Term, and, if applicable, during the Extended Employment
Term, become exposed to and/or become knowledgeable about proposals, plans,
inventions, practices, systems, programs, formulas, customer lists, and other
forms of business information which are not known to the Company's competitors
and which are not recognized as being encompassed within standard business
management practices and which are kept secret and confidential by Executive
(the "Confidential Information"). Executive therefore agrees that at no time
during or after the period of his employment by the Company will he disclose or
use the Confidential Information except as may be required in the prudent course
of business for the benefit of the Company, provided, that no payment required
to be made by the Company under the terms of this Agreement including the
Exhibits hereto after termination of the employment of Executive shall be
subject to any right of set-off, counterclaim, defense, abatement, suspension,
deferment or reduction by reason of any claim against Executive based upon
breach of the covenant in this Section 12 other than execution of an unsatisfied
final judgment rendered by a court of competent jurisdiction.
16. Competition. Executive hereby agrees that until the termination of
his employment under this Agreement, and for a period of three (3) years
thereafter, he will not, unless authorized in writing to do so by the Company,
directly or indirectly own, manage, operate, join, control or participate in the
ownership, management, operation or control of, or be employed or otherwise
connected in any substantial manner with any business which directly competes to
a material extent with line of business of the Company or its subsidiaries that
is material to the businesses, financial condition or prospects of the Company
and its subsidiaries considered as a whole; provided that nothing in this
paragraph shall prohibit Executive from acquiring up to 5% of any class of
outstanding equity securities of any corporation whose equity securities are
regularly traded on a national securities exchange or in the "over-the-counter
market".
17. Relocation. Executive shall not be required to relocate his
residence during the Employment Term or, if applicable, during the Extended
Employment Term, without his consent. If the Board of Directors of the Company
approves or requires relocation of its Executive from Grosse Pointe Farms,
Michigan and if such relocation reasonably would require Executive to move and
thereby sell his present residence and purchase a different one and if Executive
consents to relocate his residence to such new location, then the Company shall
pay all
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reasonably requested moving and relocation expenses including but not limited to
real estate commissions, legal fees and costs, appraisals, title insurance,
surveys and inspections directly related to such sale and closing and financing
costs directly related to the purchase or construction of a new residence. In
addition, the Company will indemnify Executive for any net loss (measured by the
difference between (a) the average of two current appraisals by recognized
appraisers mutually agreed upon by the parties, and (b) the actual selling price
of the residence) arising from the sale of his residence (caused by such
required relocation): provided, however, that the Company shall alternatively
have a right of first refusal to acquire the residence at the average appraisal
price giving rise to such loss. Notwithstanding the foregoing, Executive shall
have the right to relocate his residence and perform his services hereunder at a
location other than the Company's corporate executive headquarters in Quincy,
Illinois, or the successor location thereto, so long as such relocation and
performance of services does not prevent the fulfillment of his duties and
obligations hereunder. The Executive shall have the right to have a bedroom
assigned to him exclusively at the Company House at all times.
18. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or any breach thereof, shall be settled by arbitration in
accordance with the rules of the American Arbitration Association and judgment
upon such award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The arbitration shall be held in Illinois unless another
location shall be mutually agreed to by the parties at the time of the
arbitration. In any dispute between the parties as to which Executive is
sustained on the claim(s) by or against him, the Company shall pay all legal
fees incurred by Executive in connection with the dispute over such claim(s). If
more than one is involved in any dispute and if Executive is sustained as to one
or more of such claims but not as to all of such claims, there shall be a
reasonable allocation of applicable legal expenses. The Company will reimburse
Executive for those legal expenses determined by the arbitrator(s) or by the
consent of the parties to be allocable to the claim or claims as to which
Executive is upheld.
19. Binding Effect: Amendments. The Executive's undertakings hereunder
will be binding regardless of (i) the duration of his employment with the
Company; or (ii) the reasons for or manner of termination of his employment.
This Agreement will bind and inure to the benefit of the heirs, personal
representatives, successors and assigns of the parties, will supersede any prior
understanding between the parties relating to the same subject matter and may be
modified and amended only in writing signed by the parties hereto.
20. Notices. All notices hereunder shall be given in writing by
personal delivery or facsimile or by registered mail addressed to the Company at
is principal place of business and to Executive at his residence address as then
listed in the Company's records.
21. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois and jurisdiction of the State
of Illinois.
22. Survival. Termination of the Executive's employment whether
voluntary or involuntary, whether with or without cause, shall not relieve the
Company and/or its successor from their obligations hereunder. All of Sections
6, 7, 11, 12, 14 shall survive the termination of
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this agreement and shall not relieve the Company and/or successor from their
obligations under these Sections.
23. Miscellaneous. (a) the failure of a party to insist on any occasion
upon strict adherence to any term of this Agreement shall not be considered to
be a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. Any waiver must be
in writing signed by the party waiving any right; (b) the underlined captions in
this Agreement at the beginning of Sections are for reference only and shall not
be deemed to define or limit the provisions hereof or to affect their
construction and application; (c) the parties agree that this Agreement may be
executed in any number of counterparts, and in the event, each counterpart shall
be deemed a complete original and be enforceable without reference to any other
counterpart and (d) the invalidity or unenforceability of any one or more
sections or provisions hereof shall not affect the validity or enforceability of
any one or more of the other sections or provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
TITAN INTERNATIONAL, INC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxx, Xx.
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