1
EXHIBIT 10(t)
EMPLOYMENT AGREEMENT
Between
THE STANDARD PRODUCTS COMPANY
And
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TABLE OF CONTENTS
PAGE
ARTICLE I
Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Duties as President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Efforts of Executive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Other Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Term of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.01 Initial Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.02 Renewal Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.03 Failure to Renew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.01 Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.02 Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE IV
Other Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.01 Incentive, Savings and Retirement Plans . . . . . . . . . . . . . . . . . . . . 3
4.02 Welfare Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.03 Fringe Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.04 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.05 Automobile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.06 Office and Support Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.07 Vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V
Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.01 Termination of Employment for Cause or Other Than for Good Reason . . . . . . . 5
5.02 Termination of Employment During or at End of Initial Term . . . . . . . . . . . 5
5.03 Termination of Employment for Death or Disability . . . . . . . . . . . . . . . 6
5.04 Termination of Employment by the Company without Cause or by the
Executive for Good Reason During Renewal Term . . . . . . . . . . . . . . . . . 7
5.05 Other Termination Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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ARTICLE VI
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.01 "Disability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.02 "Cause" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.03 "Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.04 "Good Reason" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.05 "Date of Termination" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE VII
Restrictive Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.01 Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE VIII
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.01 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.02 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.03 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.04 Nonalienation of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.05 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.06 Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.07 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.08 Full Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.09 Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.11 Effect on Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.12 Filing with SEC/Shareholder Submission . . . . . . . . . . . . . . . . . . . . . 13
8.13 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.14 Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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EMPLOYMENT AGREEMENT
DRAFT-9/4/97
THIS AGREEMENT, dated as of the 1st day of September 1997, is made by
and between THE STANDARD PRODUCTS COMPANY, an Ohio corporation having its
principal place of business in Dearborn, Michigan (the "Company"), and ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, a resident of West Bloomfield, Michigan (the "Executive").
The Company desires to continue the services of the Executive, and the
Executive is willing to render such services, in accordance with the terms
hereinafter set forth.
Accordingly, the Company and the Executive agree as follows:
ARTICLE I
Duties
1.01 Duties as President. Executive is now the President and Chief
Operating Officer of the Company and is on its Board of Directors (the
"Board"). During the term of this Agreement, (as defined in Article II)
Executive shall continue to serve as President and Chief Operating Officer of
the Company and as a member of its Board. During the term of this Agreement
Executive's duties and the officers reporting to Executive will be determined
by the Chief Executive Officer after consultation with the Executive consistent
with the provisions of Section 6.04 of this Agreement.
1.02 Efforts of Executive. During the term of this Agreement, and
excluding any periods of vacation, sick leave or disability to which the
Executive is entitled, the Executive agrees to devote the Executive's full
attention and time to the business and affairs of the Company and to use the
Executive's best efforts to perform faithfully and efficiently the duties and
responsibilities of the Executive's position as described herein.
1.03 Other Activities. During the term of this Agreement, it shall
not be a violation of this Agreement for the Executive to (a) serve on
corporate, civic or charitable boards or committees, (b) deliver lectures,
fulfill speaking engagements or teach at educational institutions or (c) manage
personal investments so long as such activities do not significantly interfere
with the performance of the Executive's duties in accordance with this
Agreement. In the event Executive desires to join any additional corporate
for-profit board, he shall obtain the approval of the Compensation Committee.
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ARTICLE II
Term of Agreement
2.01 Initial Term. Subject to the termination provisions
hereinafter provided, the initial term of this Agreement shall be September 1,
1997 through August 31, 1999 (the "Initial Term").
2.02 Renewal Term. If, no less than sixty (60) days before the end
of the Initial Term, Executive and the Company mutually agree in writing to
continuation of this Agreement, then, subject to the termination provisions
hereinafter provided, the term ("Renewal Term") of this Agreement shall at all
times be three (3) years, that is, the term of this Agreement shall be
automatically extended each day for an additional day such that this Agreement
shall continually have an unexpired term of three (3) years until the date
three (3) years after the date written notice is provided by either the Company
or the Executive that this Agreement is not to be further extended or until the
date Executive reaches his Normal Retirement Date (as defined in the Company's
Salaried Employees' Retirement Plan), whichever shall first occur.
2.03 Failure to Renew. If at the end of the Initial Term the
parties do not mutually agree to its continuation, Executive shall have the
right to elect to terminate this Agreement and receive the benefits set forth
in paragraph 5.02 below.
ARTICLE III
Compensation
3.01 Base Salary. During the term of this Agreement, the Company
shall pay or cause to be paid to the Executive in cash, in accordance with the
normal payroll practices of the Company for senior executives, in installments
not less frequently than monthly, an annual base salary ("Annual Base Salary")
equal to no less than $440,000 each year. The Company may from time to time
increase the Executive's Annual Base Salary, provided that it shall not be
reduced after any such increase, and the term Annual Base Salary as used in
this Agreement shall refer to the Annual Base Salary as so increased.
3.02 Bonus. The Company shall continue to pay or cause to be paid
to the Executive the bonus ("Annual Bonus") to which he is entitled under the
Company's Officers' Incentive Bonus Plan as a senior executive officer of the
Company, subject to amendment of such Plan from time to time.
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ARTICLE IV
Other Benefits
4.01 Incentive, Savings and Retirement Plans. In addition to
Annual Base Salary and Annual Bonus, the Executive shall be entitled to
participate in all incentive, savings and retirement plans, practices, policies
and programs applicable to other senior executives of the Company, as such
plans and programs may be amended from time to time, and in addition:
(a) Restricted Stock: Executive's Restricted Stock
Agreement dated December 9, 1991 shall be amended as set forth in
Exhibit A attached hereto so as to provide:
(i) that all previously earned Restricted Stock
will become immediately vested in the event
Executive's employment is terminated by the
Company without Cause or by the Executive for
Good Reason or if at the end of the Initial
Term the parties are unable mutually to agree
on its continuation into the Renewal Term,
and
(ii) that if Executive's Annual Base Salary is
continued pursuant to the provisions of
paragraph 5.02 or 5.04 below, Executive shall
be deemed to continue to be actively employed
and therefore eligible to earn Restricted
Stock for the period described in paragraph
5.02(b) in the event of termination during or
at the end of the Initial Term or for the
period described in paragraph 5.04(b) in the
event of termination during the Renewal Term,
and any Restricted Stock so earned shall
become immediately vested in Executive.
(b) Pension Benefits: In the event (i) this Agreement is
terminated as a consequence of Change in Control as defined under
Section 6.03 or (ii) Executive's Annual Base Salary is continued
pursuant to the provisions of paragraph 5.02 or 5.04 below, Executive
will receive additional service credit for purposes of computing his
retirement benefits under the Company's Salaried Employees' Pension
Plan ("Salaried Plan") as if he had continued to be actively employed
by the Company for the period described in paragraph 5.02(b) in the
event of termination during or at the end of the Initial Term or for
the period described in paragraph 5.04(b) in the event of termination
during the Renewal Term. The increased benefit, if any, attributable
to the additional service credit will be provided by the Company
through the Company's Supplemental Salaried Pension Plan
("Supplemental Plan") or a comparable, nonqualified
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employee benefit plan and shall be paid in the same manner as the
retirement benefit to which Executive is entitled under the Company's
Salaried Plan subject to any appropriate adjustments for form of
payments and the like. Under no circumstances shall any benefit
computed under this provision, or under the Supplemental Plan, use
more than the maximum number of years of service credit that can be
used under the Salaried Plan, and any supplemental benefit to which
Executive is otherwise entitled under this provision or the
Supplemental Plan shall only be payable if and when Executive is
entitled to and receives a retirement benefit under the Salaried Plan.
4.02 Welfare Benefits. During the period of his active employment
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company
(including, and without limitation, medical, prescription, dental, disability,
salary continuance, employee life, group life, dependent life, accidental death
and travel accident insurance plans and programs) and applicable to other
senior executives of the Company, as such plans and programs may be amended
from time to time.
4.03 Fringe Benefits. During the period of his active employment
the Executive shall be entitled to other fringe benefits applicable to other
senior executives of the Company.
4.04 Expenses. During the period of his active employment the
Executive shall be entitled to receive prompt reimbursement for all reasonable
employment-related expenses incurred by the Executive upon the Company's
receipt of accountings in accordance with practices, policies and procedures
applicable to other senior executives of the Company.
4.05 Automobile. During the period of his active employment and in
accordance with its applicable policies, the Company shall furnish to the
Executive an automobile in accordance with the Company's current executive
plan.
4.06 Office and Support Staff. During the period of his active
employment the Executive shall be entitled to an office or offices of a size
and with furnishings and other appointments, and to personal secretarial and
other assistance provided with respect to other senior executives of the
Company but which is consistent with and appropriate to his position as
President and Chief Operating Officer.
4.07 Vacation. During the period of his active employment the
Executive shall be entitled to paid vacation time in accordance with the plans,
practices, policies, and programs applicable to other senior executives of the
Company and at the
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end of the period of Executive's active employment compensation for any
vacation earned, not taken and not compensated for, attributable to the year in
which that active employment ends.
ARTICLE V
Termination of Employment
5.01 Termination of Employment for Cause or Other Than for Good
Reason. If, before the end of the Initial or Renewal Term, the Company
terminates the Executive's employment for Cause or the Executive terminates
employment other than for Good Reason, then the Company shall pay to the
Executive in a lump sum immediately after the Date of Termination that portion
of the Executive's Annual Base Salary which is accrued but unpaid as of such
Date of Termination, but the Executive shall not be entitled to receive any
additional compensation or benefits under this Agreement. In the event that
the Executive so terminates the Executive's employment other than for Good
Reason, the Executive shall have no further obligation or liability under this
Agreement other than any obligation arising under any applicable provision of
Article VII.
5.02 Termination of Employment During or at End of Initial Term.
If (i) Executive's employment is terminated during the Initial Term without
Cause or by the Employee for Good Reason, or (ii) at the end of the Initial
Term the parties are unable mutually to agree on its continuation into the
Renewal Term, then Executive shall be entitled to the following:
(a) that portion of the Executive's Annual Base Salary
and any Annual Bonus which is accrued but unpaid as of the Date of
Termination,
(b) continuation of the Executive's Annual Base Salary as
follows:
(i) if the Executive's employment is terminated
during the Initial Term by the Company
without Cause or by the Executive for Good
Reason, Executive's Annual Base Salary shall
continue for the period beginning on the Date
of Termination and ending on the last day of
the Initial Term, plus a period of one (1)
month (counting from the Date of Termination)
for each year or partial year of service with
the Company, payable no less frequently than
monthly in accordance with the Company's
normal payroll policy for senior executives,
or
(ii) if at the end of the Initial Term the parties
are unable mutually to agree on its
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continuation into the Renewal Term,
Executive's Annual Base Salary shall continue
for a term of one (1) month (counting from
the Date of Termination) for each year or
partial year of service with the Company,
payable no less frequently than monthly in
accordance with the Company's normal payroll
policy for senior executives.
(c) the Executive's pro rata bonus ("Pro Rata Bonus") for
any fiscal year that has not ended prior to the Date of Termination
("Termination Performance Period"), which shall be equal to the
product of the Annual Bonus for the fiscal year immediately preceding
the Date of Termination multiplied by a fraction, the numerator of
which is the number of days in the Termination Performance Period
which elapsed prior to the Date of Termination, and the denominator of
which is the total number of days in the Termination Performance
Period,
(d) the early vesting of Restricted Stock as provided in
Exhibit A, and
(e) additional service credit for purposes of computing
Executive's retirement benefit under the Company's Salaried Plan for
the period specified in paragraph 4.01(b) in the event of termination
for the reasons there stated and for the period described in
subparagraph (b) (ii) above if at the end of the Initial Term the
parties are unable mutually to agree on its continuation into the
Renewal Term, to be implemented in the manner described in paragraph
4.01(b) above.
In addition, Executive and his family shall be entitled to
continuation of his medical benefits for an additional year after the Date of
Termination, provided that the amount of such benefits shall be reduced or
eliminated to the extent the Executive becomes entitled to duplicative benefits
by virtue of his subsequent employment after the Date of Termination.
5.03 Termination of Employment for Death or Disability. If, before
the end of the Initial or Renewal Term, the Executive's employment terminates
due to death or Disability, the Company shall pay to the Executive (or to the
Executive's Beneficiary, as defined in Section 8.03) in a lump sum immediately
after the Date of Termination an amount which is equal to the sum of the
following:
(a) that portion of the Executive's Annual Base Salary
and any annual bonus which is accrued but unpaid as of the Date of
Termination,
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(b) an amount equal to the discounted value (using a
discount rate of 7 3/4%) of three (3) times the Executive's Annual
Base Salary, and
(c) the Executive's Pro Rata Bonus for the Termination
Performance Period calculated in accordance with Section 5.02(c).
5.04 Termination of Employment by the Company without Cause or by
the Executive for Good Reason During Renewal Term. If, before the end of the
Renewal Term, the Executive's employment is terminated by the Company without
Cause or by the Executive for Good Reason, the Executive shall receive the
following:
(a) that portion of the Executive's Annual Base Salary
and any Annual Bonus which is accrued but unpaid as of the Date of
Termination,
(b) the amount of the Executive's Annual Base Salary for
the period beginning on the Date of Termination and ending on the last
day of the Renewal Term, payable no less frequently than monthly in
accordance with the Company's normal payroll policy for senior
executives,
(c) the Executive's Pro Rata Bonus for the Termination
Performance Period calculated in accordance with Section 5.02(c),
(d) the early vesting of Restricted Stock as provided in
Exhibit A, and
(e) additional service credit for purposes of computing
Executive's retirement benefit as provided in paragraph 4.01(b) above.
In addition, Executive and his family shall be entitled to
continuation of his medical benefits during the remainder of the Renewal Term,
provided that the amount of such benefits shall be reduced or eliminated to the
extent the Executive becomes entitled to duplicative benefits by virtue of his
subsequent employment after the Date of Termination.
Provided, however, that if the Date of Termination is at a time in
which the Executive's normal retirement date would be reached in less than
three (3) years, the benefits provided in this Section 5.04 shall nevertheless
cease on the Executive's normal retirement date.
5.05 Other Termination Benefits. In addition to any amounts or
benefits payable upon termination of employment hereunder and except as
otherwise provided herein, the Executive shall be entitled to any payments or
benefits required by applicable law or expressly provided under the terms of
any loan, policy or
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program of the Company as the same may exist on the Date of Termination not
specifically addressed in this Agreement.
ARTICLE VI
Certain Definitions
6.01 "Disability" means any medically determinable physical or
mental impairment that can be expected to last for a continuous period of not
less than six (6) months, and that renders the Executive unable to perform the
duties required under this Agreement. The date of the determination of
Disability is the date on which the Executive is certified as having incurred a
Disability by a physician mutually acceptable to the Company and the Executive.
6.02 "Cause" means (a) the Executive's conviction of or plea of
guilty or nolo contendere to any felony or other crime involving dishonesty or
moral turpitude; (b) any serious misconduct in the course of the Executive's
employment; or (c) the Executive's habitual neglect of the Executive's duties
(other than on account of Disability) or the violation of a material Company
policy after notice thereof, except that Cause shall not mean:
(1) an isolated instance or isolated instances of
bad judgment or negligence;
(2) any act or omission believed by the Executive
in good faith to have been in or not opposed to the interest
of the Company (without intent of the Executive to gain
therefrom, directly or indirectly, a profit to which the
Executive was not legally entitled);
(3) any act or omission with respect to which a
determination could properly have been made by the Board that
the Executive met the applicable standard of conduct for
indemnification or reimbursement under the Code of Regulations
of the Company, any applicable indemnification agreement or
the laws and regulations under which the Company is governed,
in each case in effect at the time of such act or omission; or
(4) any act or omission which occurred, and was
also widely known among the senior executives of the Company to
have occurred, more than twelve months before the Date of
Termination.
6.03 "Change in Control" means the occurrence of any of the
following events:
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(1) When any "person" as defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and as used in Sections 13(d) and 14(d) thereof, including a "group"
as defined in Section 13(d) of the Exchange Act, but excluding the
Company and any Subsidiary and any employee benefit plan sponsored or
maintained by the Company or any Subsidiary (including any trustee of
such plan acting as trustee), directly or indirectly, becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act,
as amended from time to time), of securities of the Company
representing 20 percent or more of the combined voting power of the
Company's then outstanding capital stock; provided, however, that with
respect to any director who on the effective date of this Agreement is
the beneficial owner or has the right to acquire 5% or more of such
capital stock outstanding on such effective date, capital stock so
owned or acquired pursuant to any such options shall not be counted in
determining such 20% or more combined voting power;
(2) When, during any period of 24 consecutive months
during the existence of this Agreement, the individuals who, at the
beginning of such period, constitute the Board of Directors of the
Company (the "Incumbent Directors") cease for any reason other than
death to constitute at least a majority thereof; provided, however,
that a director who was not a director at the beginning of such 24-
month period shall be deemed to have satisfied such 24-month
requirement (and be an Incumbent Director) if such director was
elected by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Incumbent
Directors either actually (because they were directors at the
beginning of such 24-month period) or by prior operation of this
Section 6.03 (2); or
(3) The completion of a transaction requiring shareholder
approval for the acquisition of the Company by an entity other than
the Company or a Subsidiary through purchase of assets or otherwise or
any merger of the Company with or into another company (unless the
persons who were shareholders of the Company immediately prior to such
transaction own more than 70% of the voting stock and value of the
surviving company immediately following such merger in substantially
the same proportions as they owned immediately prior to the merger).
Provided, however, that if Executive, in his individual capacity, is a party to
an agreement under which Executive agrees to the consummation of a transaction
which is a Change of Control as described in subparagraphs (1) or (3) above and
if Executive pursuant to that agreement becomes an equity holder in the Company
or any entity which acquires the Company, then notwithstanding the foregoing
provisions of Section 6.03 of this
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Agreement, unless the Company and Executive shall in writing otherwise agree,
such transaction shall not be deemed to be a Change of Control.
6.04 "Good Reason" means the occurrence of any one of the following
events:
(a) the failure of the shareholders of the Company to
reelect the Executive as a member of the Board or the failure of the
directors to reelect the Executive as President or Chief Operating
Officer,
(b) a change in the duties of Executive or personnel
reporting to Executive materially and adversely inconsistent with or
inappropriate to the Executive's position as specified in Article I
hereof or as subsequently agreed by Executive, including status,
offices, or responsibilities as contemplated under Article I of this
Agreement or any other action by the Company which results in a
material and adverse change in such position, status, offices, titles
or responsibilities made without Executive's advice and consent,
(c) the failure of the Company to assign this Agreement
to a successor to the Company,
(d) any failure by the Company to comply with any
material provision of this Agreement, or
(e) change in the principal location at which the
Executive is to perform his duties to a location more than fifty (50)
miles from the City of Detroit without the Executive's consent,
if the Company fails to cure such event within 30 days after written notice
from the Executive; provided, however, that if the event is knowing or
repeated, the Executive shall not be required to provide written notice or an
opportunity to cure.
Notwithstanding any other provision in this Section 6.04, the
Executive shall have Good Reason to terminate employment with the Company for
any or no reason during the six-month period following the date on which a
Change in Control occurs, unless the Executive in writing waives such right.
6.05 "Date of Termination" means the date as of which the
Executive's active employment with the Company is terminated by the Company or
by the Executive for any reason including, but not limited to, death or
Disability.
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ARTICLE VII
Restrictive Covenants
7.01 Noncompetition Agreement. Executive agrees to execute at the
time of execution of this Agreement the Company's Noncompetition, Nondisclosure
and Patent Assignment Agreement attached hereto as Exhibit B. Notwithstanding
any provisions of Exhibit B, Executive acknowledges and agrees that he will
continue to be bound by that Agreement for one (1) year after the date he
ceases receiving payments of Annual Base Salary pursuant to this Agreement.
ARTICLE VIII
Miscellaneous
8.01 Expenses.
(a) If the Executive incurs reasonable legal or other
fees and expenses in an effort to establish entitlement to benefits under this
Agreement, unless a court of competent jurisdiction determines that such effort
was brought without a reasonable basis or has been conducted in bad faith, the
Company shall reimburse the Executive for such reasonable fees and expenses.
(b) The Company shall provide reimbursement of reasonable
fees and expenses, as described in paragraph (a) above, to the Executive on a
monthly basis upon the Executive's written submission of a request for
reimbursement together with proof that the fees and expenses were incurred.
8.02 Successors. This Agreement shall be binding upon and
inure to the benefit of the Executive and the Executive's estate and shall be
binding on the Company or any successor to the Company.
8.03 Beneficiary. If the Executive dies prior to receiving all of
the salary and bonus and any other amounts payable hereunder, such salary,
bonus and other amounts shall be paid in a lump sum payment to the beneficiary
designated in writing by the Executive ("Beneficiary") and if no such
Beneficiary is designated, to the Executive's estate.
8.04 Nonalienation of Benefits. Benefits payable under this
Agreement shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution or
levy of any kind, either voluntary or involuntary, prior to actually being
received by the Executive, and, except as provided in Section 8.03, any such
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attempt to dispose of any right to benefits payable hereunder shall be void.
8.05 Severability. If all or any part of this Agreement is
declared by any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate any portion of this
Agreement not declared to be unlawful or invalid. Any paragraph or part of a
paragraph so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such paragraph or
part of a paragraph to the fullest extent possible while remaining lawful and
valid.
8.06 Amendment and Waiver. This Agreement shall not be altered,
amended or modified except by written instrument executed by the Company and
Executive. A waiver of any term, covenant, agreement or condition contained in
this Agreement shall not be deemed a waiver of any other term, covenant,
agreement or condition, and any waiver of any default in any such term,
covenant, agreement or condition shall not be deemed a waiver of any later
default thereof or of any other term, covenant, agreement or condition.
8.07 Notices. All notices and other communications hereunder shall
be in writing and delivered by hand or by first class registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company: The Standard Products Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Vice President, Finance
and
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
3200 National City Center
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
If to the Executive: ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
with a copy to: Dickinson, Wright, Moon, Van Dusen
& ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Either party may from time to time designate a new address by notice given in
accordance with this Section. Notice and communications shall be effective
when actually received by the addressee.
8.08 Full Settlement. In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement,
nor shall the amount of any payment hereunder be reduced, except as otherwise
specifically provided herein, by any compensation earned by the Executive as a
result of employment by another employer.
8.09 Counterpart Originals. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
8.10 Entire Agreement. This Agreement forms the entire agreement
between the parties hereto with respect to any severance payment and with
respect to the subject matter contained in the Agreement.
8.11 Effect on Other Agreements. This Agreement shall supersede
all prior agreements, promises and representations regarding severance or other
payments contingent upon termination of employment.
8.12 Filing with SEC/Shareholder Submission. Executive
acknowledges that the Company expects to file this Agreement as an exhibit to
one of the Company's periodic filings with the Securities and Exchange
Commission, and Executive consents to such action.
8.13 Applicable Law. The provisions of this Agreement shall be
interpreted and construed in accordance with the laws of the State of Ohio,
without regard to its choice of law principles.
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8.14 Legal Fees. The Company agrees to pay Executive's reasonable
legal fees in connection with this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first above written.
THE STANDARD PRODUCTS COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
EXECUTIVE
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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EXHIBIT A
9/4/97
AMENDMENT TO RESTRICTED STOCK AGREEMENT
This Amendment to the Restricted Stock Agreement (the "Agreement") dated
December 9, 1991, by and between THE STANDARD PRODUCTS COMPANY (the "Company")
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Executive") is made in connection with the
execution of an Employment Agreement between the Company and the Executive
dated September 1, 1997. The Company and Executive agree that:
1. The Agreement is hereby amended by adding the
following to paragraph 2:
In the event:
(i) the employment of the Executive is terminated by the Company without
"Cause" or by Executive for "Good Reason," as those terms are defined
in the Employment Agreement between the Company and the Executive
dated September 1, 1997 (the "Employment Agreement"), or
(ii) at the end of the Initial Term of the Employment Agreement the parties
are unable mutually to agree on its continuation into the Renewal
Term,
all earned but unvested common shares shall immediately vest. In addition,
if Executive's Annual Base Salary is continued pursuant to the provisions of
paragraph 5.02 or 5.04 of the Employment Agreement, Executive shall be
deemed to continue to be actively employed and therefore eligible to earn
Restricted Stock for the period described in paragraph 5.02(b) in the event
of termination during or at the end of the Initial Term or for the period
described in paragraph 5.04(b) in the event of termination during the
Renewal Term, and any Restricted Stock so earned shall become immediately
vested in Executive.
2. In all other respects, said Agreement remains unchanged and in full
force and effect.
Executed effective September 1, 1997.
THE STANDARD PRODUCTS COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
19
EXHIBIT B
Revised New Hire: April 17, 1997
THE STANDARD PRODUCTS COMPANY
NONCOMPETITION, NONDISCLOSURE AND
PATENT ASSIGNMENT AGREEMENT
This Noncompetition, Nondisclosure and Patent Assignment Agreement (this
"Agreement") is entered into this 1st day of September, 1997, by and between
▇▇▇ ▇▇▇▇▇▇▇▇ ("Employee") and The Standard Products Company, an Ohio
corporation.
WHEREAS, during the course of Employee's employment with the Company,
Employee may gain access to or knowledge of, or work on the development or
creation of, confidential and proprietary information, including: (a) supplier
and customer lists and supplier and customer-specific information; (b)
marketing plans and proposals; (c) product and process designs, formulas,
processes, plans, drawings and concepts; (d) research and development data and
materials, including those relating to the research and development of
products, materials or manufacturing and other processes; (e) financial and
accounting records; and (f) other information with respect to the Company which
if divulged to the Company's competitors would impair the Company's ability to
compete in the marketplace (such information is collectively referred to as
"Proprietary Information"); and
WHEREAS, the Company is now selling products throughout the United States
and in Brazil, Canada, France, Germany, Italy, Korea, Mexico, Spain, Sweden,
the United Kingdom and other members of the European Economic Community (such
countries, together with any other countries in which the Company is currently
conducting, or conducts business at any time during the course of Employee's
employment with the Company, are hereinafter collectively referred to as the
"Foreign countries");
NOW, THEREFORE, in consideration of Employee's employment with the
Company, the salary or wages to be paid and benefits to be provided by the
Company, and other consideration, the sufficiency of which is hereby expressly
acknowledged, Employee agrees as follows:
1. During the term of Employee's employment with the Company and for a
period of twelve (12) months after termination of Employee's employment with
the Company for any reason, or for such shorter period as the Company may agree
in writing, Employee shall not directly or indirectly engage in any activity,
whether on Employee's own behalf or as an employee, consultant or independent
contractor of any other person or entity which competes with the Company within
the United States or any of the Foreign countries, for the development,
production or sale of any product, material or process to be sold, produced or
used by the Company during the course of Employee's employment with the
Company, including any product, material or process which may be under
development by the Company during the course of Employee's employment with the
Company and of which Employee has, or hereafter gains, knowledge.
2. The noncompetition covenant set forth above will not impose undue
hardship on Employee and is reasonable in both geographic scope and duration in
view of: (a) the Company's legitimate interest in protecting its Proprietary
Information, the disclosure of which to the Company's competitors would
substantially and unfairly impair the Company's ability to compete in the
marketplace or substantially and unfairly benefit the Company's competitors;
(b) the specialized training to be provided to Employee by the Company and the
experience to be gained by Employee during the course of Employee's employment
with the Company; (c) the fact that the services to be rendered by Employee on
behalf of the Company will be specialized, unique and extraordinary; (d) the
fact that the Company directly competes within the United States and the
Foreign countries in the sale, production and development of products,
materials or processes; and (e) the consideration provided by the Company.
3. Employee shall not disclose or divulge Proprietary Information to any
person or entity at any time during the course of Employee's employment with
the Company or at any time thereafter, except as may be required in the
ordinary course and good-faith performance of Employee's employment with the
Company. At the time of termination of Employee's employment with the Company
for any reason, or at such time as the Company may request, Employee shall
promptly deliver or return, without retaining any copies, all Proprietary
Information in Employee's possession or control, whether in the form of
computer-generated documents or otherwise, and, pursuant to the Company's
instructions, shall erase, destroy or return all stored data, whether stored on
computer or otherwise, and shall not attempt to use or restore any such data.
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4. During the term of Employee's employment with the Company and for a
period of twenty-four (24) months after termination of the Employee's
employment with the Company for any reason, Employee will not employ, hire,
solicit, induce or identify for employment or attempt to employ, hire, solicit,
induce or identify for employment, directly or indirectly, any employee(s) of
the Company to leave his or her employment and become an employee, consultant
or representative of any other entity, including but not limited to Employee's
new employer, if any.
5. The noncompetition and nondisclosure covenants set forth above are of a
special, unique, extraordinary and intellectual character, which gives them a
peculiar value, the loss of which cannot be reasonably or adequately
compensated for in damages in an action at law. A breach by Employee of this
Agreement will cause the Company great and irreparable injury and damage.
Therefore, the Company shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach of this
Agreement by Employee. This paragraph shall not, however, be construed as a
waiver of any of the rights which the Company may have for damages or
otherwise.
6. Employee shall promptly and fully disclose in writing to the Company
any inventions, improvements, discoveries, operating techniques, or "know-how",
whether patentable or not (hereinafter referred to as the "Inventions"),
conceived or discovered by Employee, either solely or jointly with others,
during the course of Employee's employment with the Company, or within six (6)
months thereafter.
7. Employee shall on the request of the Company, and hereby does, assign
to the Company all of Employee's right, title and interest in any of the
Inventions which relate to, or are useful in connection with, any aspect of the
business of the Company as carried on or contemplated at the time the Invention
is made, whether or not Employee's duties are directly related thereto, and the
Company shall be the sole and absolute owner of any of the Inventions so
assigned; Employee shall perform any further acts or execute any papers at the
expense of the Company which it may consider necessary to secure for the
Company or its successors or assigns any and all rights relating to the
Inventions, including patents in the United States and Foreign countries.
8. The Company shall be the sole judge as to whether the Inventions are
related to or useful in connection with any aspect of the business of the
Company as carried on or contemplated at the time the Invention is made and as
to whether patent applications should be filed in the United States or in
Foreign countries.
9. The Company shall have the option of taking a permanent, royalty-free
license to manufacture, use, and sell any of the Inventions conceived or
discovered by Employee during the course of Employee's employment with the
Company, or within six (6) months thereafter, that are not assigned to the
Company under paragraph 7.
10. Attached hereto as Schedule 1 is a complete list of all patented and
unpatented Inventions conceived or discovered by Employee, either solely or
jointly with others, prior to the commencement of Employee's employment with
the Company and which are to be excluded from the provisions of this Agreement.
11. In the event that Employee conceives or discovers any Invention during
the course of Employee's employment with the Company, or within six (6) months
thereafter, which does not relate to, and is not useful in connection with, any
aspect of the business of the Company as carried on or contemplated at the time
the Invention is made or discovered, the Company shall, upon the written
request of Employee and within ninety (90) days of the receipt thereof, notify
Employee whether or not it desires to retain ownership of such invention. If
the Company elects not to retain such ownership, it shall accompany such notice
with a reassignment of its interest in such Invention to Employee. If, at any
time after the filing of a patent application for any such Invention, the
Company elects to retain only license rights therein, the Company shall convey
to Employee ownership therein subject to such license rights and shall
prosecute such application to final allowance or rejection.
12. Employee agrees to give an exit interview to the Company upon
termination of his employment for any reason. Employee further agrees that the
Company may notify anyone employing him or evidencing an intention to employ
him of the existence of this Agreement.
13. Upon the execution of this Agreement by Employee and the Company, any
and all previous agreements between Employee and the Company relating
specifically to the subject matter of this Agreement shall be null and void and
this Agreement shall constitute the sole agreement between the parties with
respect to the subject matter hereof.
14. This Agreement shall inure to the benefit of the Company and any
successors and assigns of the Company.
15. Any waiver of a right under this Agreement shall not be deemed or
interpreted as a waiver of any other rights under this Agreement.
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17. Any alteration, modification or waiver of any of the terms of this
Agreement must be made or approved by the Company in writing.
18. With respect to any provision of this Agreement finally determined by
a court of competent jurisdiction to be unenforceable, Employee acknowledges
and agrees that such court shall have jurisdiction to reform this Agreement so
that it is enforceable to the maximum extent permitted by law, and Employee and
the Company agree to abide by such court's determination. If such
unenforceable provision cannot be reformed, such provision shall be severed,
but every other provision of this Agreement shall remain in full force and
effect.
19. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
IN WITNESS WHEREOF, this Agreement has been executed by Employee and on
behalf of The Standard Products Company, by its duly authorized officer, as of
the day and year first above written.
WITNESSES:EMPLOYEE:
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------- ----------------------------
/s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------
THE STANDARD PRODUCTS COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Title: VICE CHAIRMAN & CEO
----------------------------------------
cc: Corporate Human Resources
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SCHEDULE 1
LIST OF INVENTIONS EXCLUDED FROM AGREEMENT
4