1
EXHIBIT 10.19
EXECUTIVE EMPLOYMENT AGREEMENT
This agreement is made and entered into as of the 16th day of October,
1998 by and among Viasystems Group, Inc. ("Corporation"), Viasystems, Inc.
("Viasystems") and Viasystems Technologies Corp. ("Technologies"); (Corporation,
Viasystems and Technologies collectively called "Employer"), and Xxxxxxx X.
Xxxxxx ("Employee").
W I T N E S S E T H :
WHEREAS, Employer desires to engage the service of Employee as an
employee of the Employer upon the terms set forth herein; and,
WHEREAS, Employee desires to be employed by Employer and to
appropriately memorialize the terms and conditions of such employment;
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 the President and Chief
Operating Officer of the Corporation (the "Position"), and Employee agrees to
be employed by Employer in such Position, for a period ending on December 31,
2001, unless terminated earlier as provided herein (the "Employment Period").
In the event that termination (as hereinafter provided) has not occurred prior
to the last day of the Employment Period, unless either party shall have given
written notice to the contrary at least ninety (90) days prior to the end of
the Employment Period, the Employment Period shall annually renew for one (1)
year periods until terminated.
(b) Duties. Employee in the Position shall be subject to the direction
and supervision of the Chairman of the Board of Directors of the Corporation or
his designee (the "Chairman") and shall have those duties and responsibilities
which are assigned to Employee during the Employment Period by the Chairman
consistent with the Position, provided that the Chairman shall not assign any
greater duties or responsibilities to the Employee than are necessary to the
Employee's faithful and adequate supervision of the operations of the
Corporation and its subsidiaries, both direct and indirect. 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 Four Hundred
Twenty-five Thousand Dollars ($425,000) per annum. Such salary shall be
reviewed by the Chairman and may be increased in the Chairman's sole discretion
but may
2
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 by Employee
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 Incentive Compensation Plan or any new 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,
vacation pay, reimbursement for the cost of state and federal income tax
preparation by the Employer's consulting tax accountant and lunch in the
executive dining room at Employer's cost.
(d) Medical Benefits. During the lifetime of Employee and/or
Employee's surviving spouse, in the event the Employment Period has terminated
for any reason, Employer shall provide health coverage at least equal to and on
the same terms as the health coverage granted to other executives of Employer
at no cost to Employee or to Employee's surviving spouse. Employee shall be
enrolled in the Executive Medical Supplement Plan, so long as other executives
are enrolled in such plan. In addition, Employer shall provide an annual
executive physical to Employee at Employer's expense.
(e) Club Dues. During the Employment Period, Employer will reimburse
Employee for the cost of joining and remaining a member of a country club
reasonably acceptable to Employer, excluding personal charges at such country
club, and for the dues and fees for the Saint Louis Club.
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 the Position 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, competition with Employer, unauthorized use of
any of Employer's trade secrets or confidential information or failure to
properly perform the duties assigned to Employee, in the reasonable judgment of
Employer.
(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(c) below.
-2-
3
4. COMPENSATION UPON TERMINATION.
(a) Death or Disability. If the Employment Period is terminated
pursuant to the provisions of Section 3(a) above, this Agreement shall
terminate, and no further compensation shall be payable to Employee except that
Employee or Employee's estate, heirs or beneficiaries, as applicable, shall be
entitled, in addition to any other benefits specifically provided to them or
Employee under any benefit plan, to receive Employee's then current salary for
a period of eighteen (18) months from the date the Employment Period terminates
and Employee and/or Employee's surviving spouse shall continue to receive the
medical benefits provided in Section 2(d).
(b) 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 shall
be paid to Employee after the date of termination but Employee and Employee's
surviving spouse shall be entitled medical benefits provided in Section 2(d)
above.
(c) Termination Without Cause. If the employment of Employee under
this Agreement is terminated pursuant to Section 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 remainder of the Employment Period or
for one (1) year, whichever is longer, such amount to continue to be paid in
accordance with the payroll practices of Employer through the Employment
Period, and shall further be entitled to continue to receive the benefits to
which Employee and Employee's surviving spouse would otherwise be entitled
pursuant to Sections 2(c) and 2(d) above 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. Employer shall pay Employee an auto allowance in an amount
sufficient so that, after the effect of federal and state income taxes,
Employee shall net One Thousand Dollars ($1,000.00) per month.
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 their
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
-3-
4
Information (as hereinafter defined) of Employer without the prior written
consent of the Chief Executive Officer.
(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 recorded Confidential Information whether in
hard copy or electronically stored, 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. AGREEMENT NOT TO COMPETE.
(a) Termination for Cause or Voluntary Termination. In the event that
the Employee is terminated for Cause or voluntarily terminates his employment
with Employer prior to the expiration of the term of this Agreement, Employee
hereby agrees that for a period of one (1) year following such termination,
neither he nor any affiliate shall, either in his own behalf or as a partner,
officer, director, employee, agent or shareholder [other than as the holder of
less than 5% of the outstanding capital stock of any corporation with a class
of equity security registered under Section 12(b) or Section 12(g) of the
Securities Exchange Act of 1934, as amended] engage in, invest in or render
services to any person or entity engaged in the businesses in which Employer is
then engaged and situated within the United States of America. Nothing
contained in this Section 8(a) shall be construed as restricting the Employee's
right to sell or otherwise dispose of any business or investments owned or
operated by Employee as of the date hereof.
(b) Termination Without Cause or For Disability. In the event that the
employment of Employee is terminated by Employer without Cause or as a result
of the total disability of Employee, Employee hereby agrees that during the
period that Employee accepts payments from the Employer pursuant to Section
4(a) or Section 4(c) above, as applicable, but not including medical benefits
pursuant to Section 2(d), neither Employee nor any affiliate shall, either in
Employee's own behalf or as a partner, officer, director, employee, agent or
shareholder [other than as the holder of less that 5% of the outstanding
capital stock of any corporation with a class of equity security registered
under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as
amended] engage in, invest in or render services to any person or entity
engaged in the businesses in which Employer or any
-4-
5
subsidiary of Employers is then engaged and situated within the United States of
America. Nothing contained in this Section 8(b) shall be construed as
restricting the Employee's right to sell or otherwise dispose of any business or
investments owned or operated by Employee as of the date hereof. In the event of
Employee's violation of the provisions of Section 8(b), the right of Employee to
receive any further payment pursuant to Sections 4(a) or 4(c) above, as
applicable, but not as to medical benefits pursuant to Section 2(d), shall
immediately terminate and the Employer shall be entitled to secure reimbursement
from Employee for all payments made to Employee under Section 4(a) or 4(c)
subsequent to the date of any such violation. The parties hereto hereby
acknowledge and agree that the provisions of the immediately preceding sentence
shall be the sole and exclusive remedy of the Employer in respect of any
violation of this Section 8(b).
9. AGREEMENT NOT TO SOLICIT EMPLOYEES. Employee agrees that, for a period of
three (3) years following the termination of the Employment Period, neither
Employee nor any affiliate shall, on behalf of any business engaged in a
business competitive with Employer, solicit or induce, or in any manner attempt
to solicit or induce, any person employed by, or any agent of, Employer to
terminate Employee's employment or agency, as the case may be, with Employer.
10. NO VIOLATION. Employee hereby represents and warrants to Employer that
neither the execution, delivery and performance of this Agreement or the
passage of time, nor both, will 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.
11. 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.
12. 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:
Employer: Viasystems Group, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Chairman
Employee: Xxxxxxx X. Xxxxxx
00000 Xxxxxxx Xxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
13. INVALID PROVISIONS. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, such provisions
shall be fully severable, and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had
-5-
6
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 of 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.
14. 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 Chairman to do so and by
Employee.
15. 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.
16. 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.
17. GOVERNING LAW. This Agreement shall be construed and enforced according to
the laws of the State of Missouri.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-6-
7
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
EMPLOYER: EMPLOYEE:
VIASYSTEMS GROUP, INC.
By:
------------------------------------ -----------------------------------
Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx
Senior Vice President
VIASYSTEMS, INC.
By:
------------------------------------
Xxxxx X. Xxxxxxxx,
Senior Vice President
VIASYSTEMS TECHNOLOGIES CORP.
By:
------------------------------------
Xxxxx X. Xxxxxxxx,
Senior Vice President
