EXHIBIT 10.16
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made on April 1, 1999 by and among IMPCO
Technologies, Inc., a Delaware corporation ("IMPCO") and Xxxxxx Xxxxxxxx
("Employee"). Capitalized terms not otherwise defined in this Agreement shall
have the meanings specified in Section 5 unless the context otherwise requires.
Section 1. EMPLOYMENT.
The Company hereby employs Employee to render services to the Company
in an executive capacity as the President and Chief Executive Officer of IMPCO.
Employees shall be a Director and member of the Executive Committee of IMPCO
during the Term.
Employee hereby accepts employment under this Agreement and agrees to
devote his best effort and substantially full tine, attention and energy to the
Company's business. Employee's duties shall include all of the duties normally
associated with the position of chief executive officer and shall include such
other activities, responsibilities and duties as may be reasonably assigned from
time to time by the Board of Directors. The Company, through the Board of
Directors, shall retain full direction and control of the manner, means and
methods by which Employee performs the services for which he is employed
hereunder, provided that Employee's duties and responsibilities shall be of
substantially the same character as, or equivalent to, those performed by a
executive officer.
Section 2. COMPETITION.
2.1 BASE SALARY. During the Term, IMPCO will pay Employee a base
salary of $300,000 per year during the first twelve months of the effective
date this agreement, $330,000 per year for second twelve months period and
base salary of $360,000 per year for the third twelve months period prorated
on a daily basis for any period of the Term which is less than a full year .
The annual base salary will be paid to Employee every two weeks for a total
of twenty-six payments annually pursuant to IMPCO's normal payroll policy, as
modified from time to time. Remaining contract of this fiscal year,
2.2 INCENTIVE COMPENSATION. During the Term, Employee shall be
eligible for an annual cash bonus under a plan approved by Executive
Committee of the Board of Directors on August 16, 1994 (Attachment A), which
shall be payable each year within 100 days following the end of the Fiscal
Year
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and shall be protected on a daily basis for any period of the Term which does
not include all of a Fiscal Year.
2.3 BENEFITS. During the Term, Employee shall be entitled to the
following fringe benefits:
(a) Except as otherwise specified in this Agreement, the fringe
benefits that the Company makes generally available to its executive officers,
which currently include medical insurance and a Section 401(k) defined
contribution employee savings plan and a deferred compensation plan
(unqualified);
(b) Term life Insurance in the face amount of $750,000;
(c) Long-term disability insurance providing for monthly disability
payments of $10,000 to the expiration of this contract after a waiting period
not in excess of ninety (90) days;
(d) A car allowance of $12000 per year, plus reimbursement of fuel,
maintenance, registration and other expenses, pro rated on a daily basis for any
period of the Term which is less than a full year;
(e) Four (4) weeks of paid vacation each calendar year, pro rated
on a daily basis for any period of the Term which is less than a full year;
(f) Ten (10) days of sick leave each calendar year, pro rated on a
daily basis for any period of the Term which is less than a full year. Unused
sick leave will not be accumulated or carried over nor paid for upon
termination of this Agreement.
(g) A paid up annuity to provide lifetime medial insurance for
Employee and his spouse.
(h) Availability of a Company leased vehicle for business purposes.
(I) Annual Estate Planning Cost
2.4 BUSINESS EXPENSE REIMBURSEMENT. During the Term, the Company
will reimburse Employee for reasonable out-of-pocket expenses incurred by
Employee in performance of service for the Company under this Agreement (e.g.
transportation. Lodging and food expenses incurred while traveling on Company
business), all subject to such policies and other requirements as the Company
may from time to time establish for its employee generally. Employee shall
maintain such records as will enable the Company to deduct such items as
business expenses when computing its taxes.
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2.5 WITHHOLDING. Payment of compensation to Employee will be
subject to withholding of such amounts on account of payroll taxes, income
taxes and other withholding as may be required by applicable law, rule or
regulation of any governmental authority or as consented to by Employee.
Section 3. TERM AND TERMINATION PAYMENTS.
3.1 TERM. Subject to approval of this Agreement by the Board of
Directors, the Term will commence on April 1, 1999, for three (3) consecutive
twelve (12) month periods unless earlier terminated as a result of: (a)
Company's termination of Employee's employment pursuant to Section 3.2; (b)
Employee's resignation of employment pursuant to Section 3.3: (c) death of
employee; or (d) the disability of Employee resulting from injury, illness or
disease, whether of a mental or physical nature, which substantially impairs
or prevents the Employee from performing his duties and obligations under
this Agreement for a period of three (3) consecutive months as determined in
good faith by the Board of Directors.
3.2 TERMINATION BY COMPANY. Company may terminate Employee's
employment with or without cause at any time by giving Employee written
notice at least thirty (30) days prior to the effective date of termination;
PROVIDED, that if such termination of employment is effective:
(a) Prior to the expiration of the three year Term, then the
Employee shall be paid for the remaining balance of the contract a lump sum
payment equal to the annual base salary under Section 2.1 plus the additional
cash compensation under Section 2.2 that Employee would have earned for the
remaining months following the effective date of termination of employment,
and the benefits provided pursuant to Section 2.4 shall continue for the
remaining months of the fiscal year following the effective date of
termination of employment; and
3.3. TERMINATION BY EMPLOYEE. Employee may resign at any time by
giving the Company written notice at least thirty (30) days prior to the
effective date of such termination. In the event of termination by Employee,
Employee shall not be entitled to any compensation or benefits following the
effective date of termination of employment.
3.4 DEATH OR DISABILITY. If Employee's employment is terminated by
death or disability as provided in Section 3.1 (d), Employee shall not be
entitled to any compensation or benefits from the Company except as provided
in Section 2.4 (b), (c) and (g)
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Section 4. CONFIDENTIALITY.
4.1 CONFIDENTIALITY INFORMATION. Employee shall not at any time
during the period of his employment or thereafter, except as required in the
course of his employment with the Company or as authorized in writing by the
Board of Directors, directly or indirectly use, disclose, disseminate or
reproduce any Confidential Information or use any Confidential Information to
complete, directly or indirectly, with the Company. All notes, notebooks,
memoranda, computer program and similar repositories of information
containing or relating in any way to Confidential Information shall be the
property of the Company. All such items made or complied by Employee or made
available to Employee during the Term, including all copies thereof, shall be
delivered to the Company by Employee upon termination of the Term or at any
other time upon request of the Company.
4.2 PROPRIETARY INFORMATION OF OTHERS. Employee will not use in
the course of Employee's employment with the Company, or disclose or
otherwise make available to the Company, any information, documents or other
items which Employee may have received from any prior employer or other
person and which Employee is prohibited from so using, disclosing or making
available by reason of any contract, court order, law or other obligation by
which Employee is bound.
4.3 EQUITABLE RELIEF. Employee acknowledges that: the provisions
of this Section 4 are essential to the Company; the Company would not enter
into this Agreement if it did not include such provisions; the damages
sustained by the Company as a result of any breach of such provisions cannot
be adequately remedied by damages; and, in addition to any other right or
remedy that the Company may have under this Agreement by law or otherwise,
the Company will be entitled to injunctive and other equitable relief to
prevent or curtail any breach of any such provisions.
Section 5. DEFINITIONS.
Whenever used in this Agreement with initial letters, capitalized,
the following terms will have the following meanings:
"BOARD OF DIRECTORS" means, unless otherwise specified, IMPCO
Technologies, Inc.'s Board of Directors.
"CONFIDENTIAL INFORMATION" means information not generally known
relating to the business of the Company or any third party that is contributed
to, developed by, disclosed to, or known to Employee in his course of employment
by the Company, including but not limited to customer lists, specifications,
data,
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research, test procedures and results, know-how, services used, computer
programs, information regarding past, present and prospective plans and
methods of purchasing, accounting, engineering, business, marketing,
merchandising, selling and servicing used by the Company.
"FISCAL YEAR" means the Company's fiscal year for financial
accounting purposes, which is currently a fiscal year ending on April 30.
"TERM" means the period during which Agreement is in effect as
provided in Section 3.1.
Section 6. MISCELLANEOUS.
6.1 COMPLIANCE WITH LAWS. In the performance of this Agreement,
each party will comply with all applicable laws, regulations, rules, orders
and other requirements of governmental authorities having jurisdiction.
6.2 NONWAIVER. The failure of any party to insist upon or enforce
strict performance by any other of any provision of this Agreement or to
exercise any right, remedy or provision of this Agreement will not be
interpreted or construed as a waiver or relinquishment to any extent of such
party's right to consent or rely upon the same in that or any other instance;
rather the same will be and remain in full force and effect.
6.3 ENTIRE AGREEMENT.This Agreement constitutes the entire
Agreement, and supersedes any and all prior Agreements, between the Company
and Employee. No amendment, modification or waiver of any of the provisions
of this Agreement will be valid unless set forth in a written instrument
signed by the party to be bound thereby.
6.4 APPLICABLE LAW AND VENUE. This Agreement will be interpreted,
construed and enforced in all respects in accordance with the local laws of
the State of California and venue for any action out of this Agreement shall
be in Los Angeles County, California.
6.5 SURVIVAL. Section 4. Together with all other provisions of
this Agreement that may reasonably be interpreted or construed to survive any
termination of the Term, shall survive termination of the Term.
6.6 ATTORNEYS' FEES. In the event any suit or proceeding is
instituted by any party against another arising out of this Agreement, the
prevailing party shall be entitled to recover its attorneys' fees and
expenses of litigation or arbitration.
6.7 SEVERABILITY. If any term, provision, covenant, or condition
of this Agreement shall be held by a court of competent jurisdiction to be
invalid,
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unenforceable, or void, the remainder of this Agreement shall remain in full
force and effect.
6.8 HEADINGS. The headings and captions of this Agreement are
provided for convenience only and are not intended to have any effect upon
the interpretation or construction or construction of the Agreement.
6.9 NOTICES. Any notice, request, consent, or approval required or
permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and personally delivered to Employee or by
registered or certified mail to Employee's residence ( as noted in the
Company's records), or if personally delivered to the Company's Corporate
Secretary at the Company's principal office.
IMPCO TECHNOLOGIES, INC.
By: /s/ XXX XXXXXXX
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Director By: /s/ XXX X. XXXXXXX
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Compensation Committee.
By: /s/ XXXXXX XXXXX
----------------
Director
By: /s/ XXXXXXX X. XXXXXXX
----------------------
Director By: /s/ XXX X. XXXXXXX
------------------------
Its Chairman Xxx Xxxxxxx
By: /s/ XXXX XXXXXX
---------------
Director /s/ XXXXXX XXXXX
-------------------
Member Xxxxxx Xxxxx
By: /s/ XXXXXXX X. XXXX
-------------------
Director /s/ XXXXXXX X. XXXXXXX
----------------------
Member Xxxxxx Xxxxxxx
By: /s/ XXXX X. XXXXX
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Director
Employee:
/s/ XXXXXX X. XXXXXXXX
----------------------
Xxxxxx X. Xxxxxxxx
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