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EXHIBIT 10(d)
Execution Copy
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated as of the 3rd
day of March, 1998, but effective as of the Closing Date (as defined below), by
and among NEWCOR, INC., a Delaware corporation ("Employer"), and ▇▇▇▇▇ ▇▇▇▇
("Employee").
W I T N E S S E T H:
WHEREAS, Employer and ▇▇▇▇▇▇▇ Grand, individually and as trustee
of the ▇▇▇▇▇▇▇ Grand Revocable Trust dated July 5, 1979 and the ▇▇▇▇▇▇▇ ▇.
Grand Property Trust dated January 22, 1992 (collectively, "Seller") have
executed and delivered a Stock Purchase Agreement (the "Purchase Agreement")
providing for, among other things, the purchase by Employer from Seller of all
of the issued and outstanding shares of capital stock of Grand Machining Co.,
Deco Technologies, Inc. and Deco International, Inc. (the "Deco Group"); and
WHEREAS, Employee is an officer and employee of the Deco Group; and
WHEREAS, if, but only if, the closing of the transactions contemplated
by the Purchase Agreement shall occur (which is currently expected to occur on
March 4, 1998), Employer desires to employ Employee, and Employee is willing to
accept such employment, on the terms and conditions of this Agreement; and
WHEREAS, the parties hereto expressly intend that this Agreement shall
not become effective unless and until the closing of the transactions
contemplated in the Purchase Agreement shall
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occur, and that at the Closing Date (as defined in the Purchase Agreement) ,
Employer shall have received a Mutual Release and Waiver Agreement in the form
attached hereto as Exhibit A (the "Release and Waiver") signed by Employee
waiving and releasing any claim Employee may have against the Deco Group and
Employer under the Deco Agreement described in Section 20 below, subject to the
provisions of Section 24 below.
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Employment and Duties; Board Appointment. In accordance with
actions taken and authorized by the Board of Directors of Employer (the
"Employer Board"), effective at the Closing Date, Employee shall be appointed
as an officer of Employer with the title of Vice President and General Manager
of the Deco Group and shall have the duties and responsibilities commensurate
with such title and office. During the period of his employment hereunder,
Employee also shall serve as an officer of such other affiliates of Employer
and in such other capacities consistent with the above referenced position,
title and office as he may be requested by the President and Chief Executive
Officer of Employer from time to time, and shall assume such additional duties
and responsibilities consistent with the above referenced position, title and
office as from time to time may be assigned to him by the President and Chief
Executive Officer of Employer, all without additional compensation therefor.
Employee shall report directly to the President and Chief Executive Officer of
Employer. Throughout the period of his
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employment hereunder, Employee shall devote his full time, attention, and
energy exclusively to the affairs of Employer and those of its affiliates to
which he is responsible from time to time. For purposes of this Agreement, the
term "affiliates" shall mean, as of any particular time of determination, any
entity that is controlled by or is under common control with Employer.
2. Term of Employment. The employment of Employee hereunder shall
become effective as of the Closing Date and shall continue thereafter until the
close of business on first anniversary of the Closing Date (the "Initial
Employment Period") , unless earlier terminated as hereinafter provided. After
the Initial Employment Period, the term of this Agreement shall be
automatically extended for additional one-year periods unless written notice is
given by one party to the other of his or its intention to terminate Employee's
employment hereunder at the end of the Initial Employment Period or any
extended term, as the case may be. Employee shall be an employee "at will"
under this Agreement. Subject to Employer's obligations upon termination as
provided in Section 10 below, nothing contained in this Agreement is intended
nor shall be construed as conferring on Employee the right to continued
employment by Employer for any period of time.
3. Compensation. As full compensation for all services to be performed
by Employee hereunder, Employer shall pay to Employee the following:
(a) Salary at the rate of $160,000 per year (to be reviewed
annually by the President and Chief Executive Officer of Employer),
payable at the intervals at which other
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executive officers of Employer are paid. Employee's salary shall not be
reduced unless part of an across-the-board reduction in compensation or
reduction in force applicable to all executive officers of the Employer.
(b) Employee shall be paid a one-time payment of the sum of $15,000 as
a "signing" bonus provided that Employee's employment under this Agreement
is not terminated on or prior to the thirtieth (30) day following the
Closing Date. The signing bonus shall be payable by Employer to Employee at
the next regularly scheduled pay period after the expiration of such thirty
(30) day period.
(c) Employee will be eligible to participate in the Newcor Management
Incentive Plan beginning with the fiscal year beginning November 1, 1997
subject to the terms and conditions of that plan. Employee hereby
acknowledges receipt of a copy of the Newcor Management Incentive Plan.
(d) Employee shall be eligible to participate in Employer's 1996
Employee Incentive Stock Plan (the ,Stock Plan") , subject to the terms and
conditions of that plan. Employee hereby acknowledges receipt of a copy of
the Stock Plan.
4. Certain Fringe Benefits. During the period of his employment hereunder,
Employer will (i) provide Employee with the use of an automobile (subject to a
$50.00 per month charge to Employee for personal use of the automobile) in
accordance with Employer's policy (executive level) as the same maybe changed
from time to time by Employer (and Employee acknowledges receipt of a
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copy of Employer's automobile policy); (ii) pay or reimburse to Employee the
dues, fees (but not the initiation fees) and minimums at Metamora Country Club
or Oakhurst Country Club, of which Employee is presently a member; (iii) pay or
reimburse Employee for the cost of an annual physical examination in a
recognized executive physical program; and (iv) provide Employee twenty (20)
working days vacation on an annual basis pursuant to Employer's policy (which
vacation shall be scheduled consistent with the reasonable requirements of
Employer and will be subject to review and approval by the President and Chief
Executive Officer of Employer).
5. Other Employee Benefits. During the period of his employment
hereunder, Employee also shall be entitled to participate in such Employer
employee benefit plans as from time to time are maintained, sponsored, or made
available by Employer to its employees or its executive employees generally, in
each case on the same terms and subject to the same conditions and limitations
generally applicable to other executive officers of Employer with respect to
participation therein.
6. Certain Expenses. Employer shall pay or reimburse Employee for
the reasonable travel, entertainment and other incidental expenses (including
the cost of business publications and professional associations) incurred on
business of Employer with the approval of the President and Chief Executive
Officer of Employer and in accordance with Employer's practices as in effect
during the period of employment hereunder as applied to executive officers.
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7. Stock Grant. As evidenced by that certain Stock Grant Letter to be
issued to Employee by Employer (the "Stock Grant Letter") on the Closing Date
(a copy of the form of which is attached to this Agreement as Exhibit B) , and
subject to Section 24 hereof, Employee shall be granted, on the terms and
subject to the conditions specified in the Stock Grant Letter and the Stock
Plan, the provisions of which are hereby incorporated by reference herein, an
aggregate of 10,000 Restricted Shares (as defined in the Stock Plan). Employee
acknowledges receipt of a copy of the Stock Plan and plan prospectus and
documents incorporated by reference. In the event of any inconsistency between
this Agreement or the Stock Grant Letter and the Stock Plan, the terms of the
Stock Plan shall govern.
8. Insurance. Employer shall have the right to purchase disability and
group life insurance policies (in addition to any other policy Employer may
provide Employee under this Agreement or otherwise) on Employee whenever during
the period of his employment hereunder Employer deems it reasonable to acquire
such insurance. Employee agrees to cooperate in the acquisition of such
insurance and to perform all acts necessary and proper in connection therewith,
including submission to such medical examinations as may be reasonably
required. Any policy owned by Employer may be dealt with in such manner as
Employer deems appropriate.
9. Termination of Employment; Effect.
(a) Employee's employment hereunder will be terminated in any of
the following ways:
(i) Immediately upon the death of the Employee;
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(ii) Immediately upon the Employee becoming permanently
disabled within the meaning of Employer's long term disability policy
as then in effect;
(iii) By either the Employee or Employer giving notice of his
or its intention not to extend this Agreement Is term as provided in
Section 2 above, in which case Employee's employment will terminate at
the end of the Initial Employment Period or extended term, as the case
may be; or
(iv) By either the Employee or Employer at any time, Without
or with Cause (as hereinafter defined) by 30 days' prior written
notice to the other, effective as of the date specified in such
notice; provided, however, that Employer shall state in such notice
the reason (s) for termination (in reasonable detail).
(b) Upon the termination of Employee's employment in any of the ways
provided in subsection (a), then this Agreement and all rights and
obligations of Employee and Employer hereunder shall terminate and cease
immediately, except for (i) Employee's rights to the payments provided in
Section 10 below; and (ii) the rights and obligations set forth in Sections
12, 13, 14, 15 and 16 below.
10. Payments On Termination. Employee shall be entitled to the
following payments and benefits upon termination of his employment:
(a) If Employee's employment is terminated under Section 9(a)(i)
above, or if Employee's employment is terminated by
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Employee under Section 9 (a) (iii) above, or if Employee's employment is
terminated (either voluntarily by Employee or for Cause by Employer) under
Section 9 (a) (iv) above, then Employee shall be entitled to the cash
compensation under Section 3 (a) above, and the benefits to which Employee is
entitled under Sections 4 and 5 above, through the date of termination of
employment.
(b) If Employee's employment is terminated under Section 9 (a) (ii)
above, or by Employer, either without Cause under Section 9 (a) (iv) above or
pursuant to Section 9 (a) (iii) above, Employee shall be entitled to the cash
compensation payable under Section 3 (a) above (at the then current annual
rate) and continuation of the benefits referred to in Sections 4 (i) 4 (ii) and
5 above, for a period of twelve (12) months following the effectiveness of such
termination of employment and at the then normal intervals and provided,
further, that the benefits provided under Section 4(i) and (ii) above shall
continue for the period determined as aforesaid but not after Employee shall be
effectively provided with substantially equivalent such benefits by another
employer. In the event termination of employment occurs under Section 9 (a)
(ii) above, the payments made by Employer as aforesaid shall be reduced by any
payments made to Employee under Employer's long-term disability policy. In
addition, Employee shall be entitled to receive any bonus earned by Employee
under Section 3(c) above through the date of termination of employment payable
at such time as any like bonuses are paid by Employer generally, and
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out-placement services to a value of $40,000.00 with a firm designated by
the Employee and approved by Employer for a period not to exceed twelve
(12) months.
11. Definition. For purposes of this Agreement, "Cause" means any of
the following:
(a) Material breach of any of the terms of this Agreement;
(b) Conviction of or plea of guilty or nolo contendere to a
crime involving moral turpitude or involving any violation of securities or
commodities law or regulation, or the issuance of any court or
administrative order enjoining or prohibiting Employee from violating any
such law or regulation;
(c) Repeated or habitual intoxication with alcohol or drugs
while on the premises of Employer or any of its affiliates or during the
performance by Employee of any of his duties hereunder;
(d) Embezzlement of any property belonging or entrusted to
Employer or any of its affiliates;
(e) Repeated or protracted absence from work without cause;
(f) Willful misconduct or gross neglect of duties, or failure to
act with respect to duties or actions previously communicated to Employee
in writing by the President and Chief Executive Officer of Employer.
12. Conflicts of Interest. Employee shall adhere to Employer's Business
Philosophy and Code of Ethics, as interpreted
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and applied by Employer, and as the same may be revised by Employer from time
to time; provided that, regardless of how interpreted or applied, Employee
shall not take any action that is contrary to the express direction of the
President and Chief Executive Officer of Employer as to such policy. Employee
acknowledges receipt of a copy of Employer's Business Philosophy and Code of
Ethics in effect as of the date hereof.
13. Confidentiality. Employee agrees to be loyal to Employer during
the period of employment hereunder and will take reasonable measures to hold in
confidence and will not use or disclose any information regarding the
techniques, processes, business plans, services, pricing, trade secrets,
customers, customer lists, marketing information, financial information,
prospect names, current or planned products, services, sales, employees or
other private, proprietary or confidential information of Employer and its
affiliates, except as such disclosure or use may be required in connection with
Employee's work for Employer and its affiliates. Upon termination of Employee's
employment for any reason, Employee will deliver to Employer any and all
materials that contain such confidential information and will not retain any
copies, reproductions or summaries of any such materials. All property of
Employer shall be returned by Employee promptly and in good condition except
for normal wear. Employee's obligations under this Section 13 shall continue in
effect for a period of three (3) years after termination of Employee's
employment.
14. Improvements and Developments. All business ideas, concepts,
inventions, improvements, developments and any other
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intellectual property of any sort made or conceived by Employee, either solely
or in collaboration with others, during the period of employment (whether or
not during working hours) shall become and remain the sole and exclusive
property of Employer, its successors and assigns. Employee will promptly
disclose in writing to Employer all such ideas, concepts, inventions,
improvements, developments and other intellectual property, and will cooperate
fully in confirming, protecting and obtaining legal protection of Employer's
ownership rights.
Employee hereby represents and warrants to Employer that Employee has
not invented or conceived any ideas, concepts, inventions, improvements,
developments and other intellectual property prior to becoming employed by
Employer.
At the request of the President and Chief Executive Officer of
Employer, whether or not made during the period of his employment hereunder,
Employee agrees to execute such confidentiality agreements (consistent with
Section 13 above) assignments of intellectual property rights and other
documents as hereafter may reasonably be determined by the President and Chief
Executive Officer of Employer to be appropriate to carry out the purposes of
this Section and Section 13 above.
The obligations of Employee in this Section shall continue in effect
after termination of Employee's employment for any reason.
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15. Noncompetition.
(a) Employee hereby acknowledges that the principal businesses of the
Deco Group is manufacturing, supplying and marketing high tolerance or complex
machined engine components and assemblies primarily for diesel engines and the
medium and heavy duty truck industries (the "Business") ; Employee is one of a
limited number of persons who has developed the Business of the Deco Group to
its present condition; and Employee's work for the Deco Group with respect to
the Business has brought Employee into close contact with many confidential
affairs not readily available to the public. Employee acknowledges that during
the period of employment hereunder, Employer will provide and make available to
Employee, and Employee will receive, special training and knowledge from
Employer, which will include confidential and proprietary information of
Employer, including the confidential information identified in Section 13
above. Employee acknowledges that this confidential information is valuable to
Employer and, therefore, its protection and maintenance constitutes a
legitimate interest to be protected by Employer by this covenant not to
compete. Employee hereby agrees that during the period of employment hereunder
and continuing at all times while Employee is employed in any capacity by
Employer (whether or not this Agreement is extended) and until one (1) year
after the effective date of termination of employment, Employee will not:
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(i) directly or indirectly whether as an officer, director,
consultant, agent, employee, partner, shareholder (other than
ownership as a passive investor of less than 5% of the outstanding
voting stock of a company listed on a national stock exchange or the
Nasdaq National Market) , participant, owner or otherwise of, or
render services or advice to, any business which competes with any
segment of the Business anywhere in North America; and
(ii) directly or indirectly, whether on behalf of himself or any
other Person (a) sell, offer to sell or quote, or (b) solicit sales,
offers or quotations with respect to, Products to or from Customers of
the Business (as defined below); and
(iii) directly or indirectly, employ or solicit the employment or
engagement by others of any employee of Employer or any of its
affiliates or induce or attempt to induce any employee of Employer or
any of its affiliates to leave such employment or in any way interfere
with the relationship between Employer or any of its affiliates and
any such employee; and
(iv) disparage Employer or any of its affiliates or any of their
respective directors , officers or employees.
For the purpose of this Agreement, the following terms shall have the
following respective meanings:
"Products" means (a) products of the Business that are covered by
agreements and/or quotes at the effective date of
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termination or at any time during the 24 immediately preceding months and any
products that are substantially similar to such products in function or use and
(b) products identified as "target (s) of opportunity" in the then current
strategic plan for the Business.
"Customers of the Business" means (a) Persons with which the Business
has any contractual relationship or has submitted quotes for Products at the
effective date of termination or at any time during the 24 months immediately
preceding months and (b) Persons identified as "targets of opportunity" for in
the then current strategic plan for the Business.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, unincorporated association, business or other entity
whatsoever.
In the event of a breach by Employer of Section 15(a) hereof, the time
period of such covenant shall be extended by the period of the duration of the
breach. Employer shall be entitled to furnish any employer or other person or
entity a copy of this Agreement or relevant portions thereof.
Employee acknowledges that the restricted period of time and geographical
area under Section 15(a) hereof are reasonable, in view of the nature of the
business in which Employer and the Deco Group are engaged and Employee's
knowledge of the Business and the confidential information that will be made
available to Employee in connection with this Agreement. Employee represents to
Employer that the enforcement of the restrictions contained in this Section 15
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would not be unduly burdensome to Employee. Notwithstanding the foregoing, if
any provision, or any part thereof, of this Section 15 is held to be
unenforceable because of the duration thereof or the area covered thereby, the
parties agree that the court making the determination shall have the power to
reduce the duration or the area of such provision, or to delete specific words
or phrases, and in its reduced or amended form such provision shall then be
enforceable and be enforced.
(c) Employee intends to, and does hereby, confer jurisdiction to
enforce the covenants contained in this Section 15 upon the courts of (i) any
jurisdiction within the State of Michigan and (ii) if Employee is alleged to be
competing with Employer or the Deco Group in violation of this Section 15 in
any other jurisdiction, then in any other jurisdiction in which such alleged
competition takes place. If the courts of any one or more of such jurisdictions
shall hold such covenants wholly unenforceable by reason of the breadth of such
scope or otherwise, such determination shall not bar or in any way affect the
right of Employer to the relief provided above in the courts of any other
jurisdiction in which such covenants may be enforced as provided herein, as to
breaches of such covenants as they relate to each jurisdiction being, for this
purpose, severable into diverse and independent covenants. In addition, the
provisions of this Section 15 and Section 16 shall continue to be binding
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upon Employee in accordance with their terms notwithstanding the
termination of this Agreement.
16. Remedies for Certain Breaches. If Employee commits a breach,
or threatens to commit a breach, of any of the provisions of Sections 13, 14 or
15, Employer shall have the right and remedy to have the provisions of Sections
13, 14 and/or 15 enforced by any court of competent jurisdiction by injunction,
restraining order, specific performance or other equitable relief in favor of
Employer, it being acknowledged and agreed that any breach or threatened breach
of Sections 13, 14 and/or 15 by Employee will cause irreparable injury to
Employer and that money damages, in and of themselves, will not provide an
adequate remedy to Employer. Each of such rights and remedies shall be
independent of the others, and shall be severally enforceable, and all of such
rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available under law or in equity to Employer.
17. Integration; Amendment. This Agreement, the Release and Waiver and
the Stock Grant Letter contain the entire agreement of the parties relating to
the subject matter hereof and thereof, and together supersede and replace in
their entirety any prior agreements or understandings concerning such subject
matter. This Agreement may not be waived, changed, modified, extended, or
discharged orally, but only by agreement in writing signed in the case of
Employer by a duly authorized non-employee member of Employer's Board.
18. Jurisdiction. Any controversy, dispute, or claim arising out of or
relating to Employee's employment or to this Agreement or
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breach thereof which is not amicably settled by the parties within thirty (30)
days of the written request of a party may be brought only in a court of
competent jurisdiction of the State of Michigan. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT TO, AND AGREES TO NOT MAKE ANY CLAIM FOR ANY, TRIAL BY JURY
IN CONNECTION WITH ANY SUCH CONTROVERSY, DISPUTE OR CLAIM. Each party
acknowledges that right to trial by jury is a constitutional right but may be
waived and each acknowledges and agrees that such party expressly intends to,
and hereby does, irrevocably waive all such right in the case of any
controversy, dispute or claim described in this Section 18.
19. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan applicable to contracts
made and to be performed within such State.
20. Termination of Employment Agreement with Grand Machining Company.
Subject to the condition that the Employee has been paid in full and received
all amounts owed to the Employee at the Closing pursuant to the terms of the
following agreements (amount estimated at $1,500,000), Employee will execute
and deliver to Employer the Release and Waiver relating to the Second Amended
and Restated Employment Agreement dated as of December 23, 1993 (but effective
as of January 1, 1990), as amended by that certain letter agreement between
Employee and the Deco Group dated March 18, 1997 (the "Deco Agreement") From
and after the Closing Date, Employee shall look solely to Seller for payment of
any amounts owing thereunder or the provision of any other benefits. Any other
employment or similar agreement, commitment or understanding of any character
shall be terminated by Employee and, effective at such
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time, Employee releases and discharges the Deco Group from any and all claims
for compensation, benefits or otherwise thereunder or otherwise.
21. Reimbursement of Legal Fees. Employer shall reimburse Employee for
reasonable legal fees incurred by Employee in the negotiation of this Agreement.
22. Withholding. All payments to and benefits conferred upon
Employee hereunder shall be subject to all required withholdings under
applicable law or regulation.
23. Representations. Employee represents and warrants to Employer
that he (i) has thoroughly read and understands all of the provisions of this
Agreement; (ii) has submitted this Agreement to his own attorney for review and
received the advice and counsel of such attorney with respect to this
Agreement; (iii) is satisfied with all of the terms and conditions of this
Agreement and accepts them freely and of his own accord; and (iv) the Deco
Agreement is the only employment, compensatory, "pay to stay" or similar
agreement between Employee and the Deco Group (or any member of the Deco
Group).
24. Time Agreement Shall Become Effective. Subject to the condition
that Employee has been paid in full and received all amounts owed to Employee
under the Deco Agreement, this Agreement shall become effective automatically
as of the Closing Date without the action of any party hereto except only that
this Agreement shall not become effective at the election of Employer if the
Employee shall have died or become disabled or there shall occurred any other
fact, circumstance or development that would give
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Employer the right to terminate Employee's employment hereunder for Cause (if
Employee had been employed hereunder) , or the Deco Group to terminate the Deco
Agreement for Cause or Employer shall have otherwise determined in good faith
that Employee is unable or unwilling to provide the services contemplated in
this Agreement. Employee hereby agrees that Employee shall not have any right
to rescind this Agreement.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written.
NEWCOR, INC.
BY /s/ W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------
Its PRESIDENT & CEO
-------------------
/s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------
▇▇▇▇▇ ▇▇▇▇
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EXHIBIT A
MUTUAL RELEASE AND WAIVER
This Mutual Release and Waiver ("Release") is being executed and delivered in
connection with the "Employment Agreement") dated as of March 3, 1998 (the
"Employment Agreement") between Newcor, Inc., a Delaware corporation
("Employer") and ▇▇▇▇▇ ▇▇▇▇ ("Employee"). Capitalized terms used in this
Release without definition have the respective meanings given to them in the
Employment Agreement, unless otherwise defined herein.
Employee is a party to the Deco Agreement. In connection with the
acquisition of all of the outstanding capital stock of the Deco Group by
Employer, the rights and obligations of the Deco Group under the Deco Agreement
are being distributed to and assumed by ▇▇▇▇▇▇▇ Grand, individually and as
Trustee (i) of the ▇▇▇▇▇▇▇ Grand Revocable Trust dated July 5, 1979; and (ii)
of the ▇▇▇▇▇▇▇ ▇. Grand Property Trust dated January 22, 1992 (collectively,
the "Seller") and Employee is receiving certain payments from Mr. Grand under
the Deco Agreement on the date of this Release.
Employee hereby agrees to look to, seek payment from and make claims
against only Seller for any payments or other claims that Employee may have
under the Deco Agreement (whether for compensation, benefits or otherwise) and
Employee is releasing Employer, each of the companies constituting the Deco
Group and the Releasees (as defined below) from any responsibility therefor as
provided below in this Release.
Employee acknowledges that execution and delivery of this Release by
Employee is an express condition precedent to Employer's obligations under the
Employment Agreement and that Employer is relying on this Release. Employer
acknowledges that payment of all amounts owed to Employee under the Deco
Agreement is an express condition precedent to Employee's
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obligations under the Employment Agreement and that Employee is relying upon
distribution to, and assumption of, the rights and obligations of the Deco
Group under the Deco Agreement to and by the Seller.
Each party, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged and intending to be legally bound,
and in order to induce the other party to enter into the Employment Agreement,
hereby agrees as follows;
Each party, on behalf of himself or itself and each of his or its heirs,
executors, personal representatives. successors and assigns and any other
person claiming by or through him or it ("Associated Persons"), hereby
unconditionally and irrevocably compromises, settles, remises, acquits and
finally and forever releases and discharges the other party, in the case of the
Employee each of the companies constituting the Deco Group, and each of their
respective individual, joint or mutual past, present and future directors,
officers, employees, agents, consultants, advisors, legal counsel, accountants,
and financial advisors, other representatives, affiliates, shareholders,
controlling persons, subsidiaries, successors and assigns. but expressly
excluding the Seller, (individually a "Releasee" and collectively the
"Releasees") from any and all claims. counterclaims, setoffs, choses in action,
demands, proceedings, lawsuits, causes of action, orders. obligations,
contracts, agreements, debts, damages and liabilities whatsoever, but not
including in any event any violation of law or government regulation by
Employee, whether known or unknown, suspected or unsuspected, both at law and
in equity, which either party or any of his or its Associated Persons now have,
have ever had or may hereafter have against any of the Releasees on account of
or arising out of any matter, cause or event relating in any fashion to the
Deco Agreement, employment of the Employee by any of the companies constituting
the Deco Group, or any other employment, "pay to stay" or similar agreement,
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commitment or understanding of any character whatsoever between Employee and
any of the companies constituting the Deco Group, ("Claims") and Employee
agrees to look only to Seller therefor. However, nothing contained herein shall
operate to limit, reduce or otherwise impair the rights of Employee against
Seller under the terms of the Deco Agreement as set forth therein and as
distributed to and assumed by Seller.
Each party hereby irrevocably covenants to refrain, directly or
indirectly, from asserting any Claim against the other party or any Releasee
based upon any matter purported to be released hereby.
If any provision of this Release is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Release will
remain in full force and effect. Any provision of this Release held invalid or
unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.
This Release may not be changed except in a writing signed by the
person(s) against whose interest such change shall operate. This Release shall
be governed by and construed under the laws of the State of Michigan without
regard to principles of conflicts of law.
All words used in this Release will be construed to be of such gender or
number as the circumstances require.
Each Party agrees to take such further actions and execute and deliver
such other documents, instruments, certificates, agreements and other
instruments as may be reasonably or desirable in order to implement this
Release.
The provisions hereof shall inure to the benefit of each of the
Releasees and their respective assigns, successors, heirs, executors and
administrators, and shall be binding upon each party and their respective
assigns, successors, heirs, executors and administrators.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Release as of this 3rd day of March, 1998.
NEWCOR, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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25
Exhibit B
Confidential
Internal Memorandum
To: ▇▇▇▇▇ ▇▇▇▇
From: W. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Re: Award of Restricted Shares
Date of Grant: March 4, 1998
I am pleased to confirm that, effective the date set forth above, you
have been granted an Award of Restricted Shares (the "Award") under the
1996 Employee Incentive Stock Plan (the "Plan") as follows:
Number of Shares: 10,000
Restriction Period: 36 months commencing as of the grant
date noted above
The Award is subject to all of the terms and conditions of the Plan, including,
but not limited to, Section 7.4.1 (Restriction Period) , Section 7.4.2 (Vesting
and Forfeiture) , Section 7.4.3 (Other Matters), Section 8.2 (Transfer
Restrictions), Section 8.4 (Overriding Precondition; Potential Forfeiture),
Section 8.6 (Tax Withholding), and Section 8.9 (No Change in Employment
Status).
The provisions of the Plan are hereby incorporated by reference herein. In the
event of any inconsistency between the terms of this memorandum or any other
agreement between you and the Company and the Plan, the terms of the Plan shall
govern.
A copy of the Plan (together with certain related documents) has been delivered
to you. Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Plan.
Acknowledged and Agreed:
/s/ ▇▇▇▇▇ ▇▇▇▇
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Date: March 4, 1998