RESIGNATION AND CONSULTING AGREEMENT
This Resignation and Consulting Agreement (the "Agreement")
is made and entered into by and between Champion Enterprises,
Inc., a Michigan corporation with its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporation") and ▇▇▇▇▇ ▇. ▇▇▇▇▇, an
individual residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Gurch").
WITNESSETH:
WHEREAS, Gurch has been employed since July 6, 1992 as Vice
President of the Corporation and as President of Champion Home
Builders Co., a wholly owned subsidiary of the Corporation;
WHEREAS, for health related reasons Gurch is desirous of
resigning his offices with the Corporation effective this date
and his employment with the Corporation effective July 15, 1995;
WHEREAS, it is in the best interests of the Corporation and
Gurch for his employment to be continued until July 15, 1995;
and
WHEREAS, the Corporation is desirous of retaining Gurch's
services as a consultant after July 15, 1995.
NOW, THEREFORE, the Corporation and Gurch agree as follows:
1. SERVICES. Gurch shall continue his employment with the
Corporation and shall serve as an administrative assistant to
the President and Chief Executive Officer of the Corporation
until July 15, 1995, on which date he shall resign his
employment with the Corporation; afterwhich, Gurch shall become
and shall serve as an outside consultant to the Corporation
until December 31, 1996.
In his capacity as consultant, Gurch shall perform
consulting services on behalf of the Corporation, as such
services shall be mutually agreed upon in writing by Gurch and
the President of the Corporation from time to time during the
term of this Agreement. Gurch hereby agrees to devote
sufficient time and attention to and use his best efforts to
provide such services, but shall not be precluded from pursuing
other business activities outside the manufactured housing
industry.
2. RELATIONSHIP BETWEEN THE PARTIES WHILE GURCH IS ACTING
AS A CONSULTANT. During the consulting term, this Agreement
does not in any way create the relationship of joint venture,
partnership, legal representative, franchisor and franchisee,
employer and employee or principal and agent between the
Corporation and Gurch. Gurch shall not have any right to bind,
transact any business in the Corporation's name or in its behalf
in any manner or form, or to make any promises, representations
or warranties on behalf of the Corporation. Gurch shall not act
or attempt to act or represent himself directly or by
implication as an employee or agent for the Corporation or in
any manner assume or create or attempt to assume or create any
obligation on behalf of or in the name of the Corporation.
Gurch shall represent himself only as an independent contractor.
The Corporation by this Agreement does not appoint Gurch to act
in any capacity other than that described herein nor does this
Agreement define or control the rights and obligations of the
parties when Gurch acts in any capacity other than that
described herein.
3. COMPENSATION.
(a) BONUS. Gurch shall receive a 1995 bonus incentive
payment amounting to the product of the Champion Home Builders
Co. Fiscal 1995 profit multiplied by a factor of .00834 of which
amount $150,000, if earned, shall be paid on October 1, 1995 and
the remainder, if earned, shall be paid after the final close in
February, 1996, but no later than March 15, 1996.
(b) SALARY. From this date and until July 15, 1995, Gurch
shall be paid a pro rata share of his prior base salary of
$200,000 per year on a monthly basis.
(c) CONSULTING FEE. After July 15, 1995 and until December
31, 1996, Gurch shall be compensated as a consultant at the rate
of $500.00 per day for any consulting services which may be
mutually agreed upon pursuant to Paragraph 1.
(d) INSURANCE COVERAGE. Gurch's medical, dental and life
insurance shall be continued by the Corporation until July 31,
1995, afterwhich Gurch may elect to exercise his COBRA
continuation rights as to medical and dental insurance (per the
attached letter).
(e) OPTIONS. This Agreement shall not affect Gurch's
rights under certain option agreements, including the right to
exercise nonqualified stock options during the period of July 6,
1995 to August 15, 1995 for 25,000 shares of the Corporation's
common stock. The Corporation agrees to effect a registration of
such shares with the Securities and Exchange Commission pursuant
to a Form S-8 Registration Statement prior to July 6, 1995.
4. EXPENSES. Champion shall reimburse Gurch his
reasonable, ordinary and necessary business expenses incurred
while performing services contemplated by this Agreement. Such
expenses must receive the prior approval of the President to
qualify for reimbursement.
5. TERM. Subject to the provisions of Paragraph 6 hereof,
this Agreement shall continue in full force and effect for the
term ending on December 31, 1996.
6. TERMINATION. This Agreement may be cancelled and
terminated as provided below:
a) This Agreement may be cancelled and terminated upon the
written consent of the parties hereto.
b) This Agreement may be cancelled or terminated by the
Corporation immediately upon written notice upon the occurrence
of any one or more of the events constituting default hereunder:
(i) any material failure of Gurch to perform or comply with any
term or condition of the Agreement or any other agreement
hereafter entered into between the Corporation and Gurch; (ii)
any act or omission of Gurch tending in the Corporation's
opinion to adversely affect the good name, goodwill or
reputation of the Corporation, its subsidiaries, products or
services; (iii) employment of Gurch by a competitor of
Champion during the term hereof.
7. RECORDS. Any records or documents prepared by or
acquired by Gurch during his employment shall be returned to the
Corporation no later than July 15, 1995. Any records or
documents prepared by or acquired by Gurch while acting as a
consultant to the Corporation shall be returned to the
Corporation upon termination of this Agreement or earlier upon
the request of the President.
8. MODIFICATION. This Agreement may not be modified
unless such modification is made in writing and is executed by
all parties to this Agreement.
9. ASSIGNMENT. This Agreement may not be assigned by
either party hereto.
10.CHOICE OF LAW. This Agreement shall be construed in
accordance with the laws of the State of Michigan.
IN WITNESS WHEREOF, this Agreement has been signed and
delivered by the parties hereto as of the 14th day of April,
1995.
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇
CHAMPION ENTERPRISES, INC.
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Its: Chairman of the Board of
Directors, President and
Chief Executive Officer