EMPLOYMENT BONUS AGREEMENT
AGREEMENT made this 15 day of February, 1996, by and
between Shoals Supply, Inc., an Alabama corporation (the
"Company"), and the person named on Exhibit "1" hereto (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Employee has been employed by the Company
for an extended term, and
WHEREAS, the Company intends to sell its assets and
business to Drew Industries Incorporated ("Drew"), on the date
hereof (the "Effective Date"); and
WHEREAS, Drew or its affiliate will assume all the
obligations of the Company pursuant to this Agreement,
NOW, THEREFORE, in consideration of the premises and the
mutual covenants, representations and warranties contained herein,
and subject to the conditions hereinafter set forth, it is agreed
as follows:
1. Bonus - Payment
1.1 In consideration for the Employee's continuous
employment prior to the Effective Date, in addition to all other
compensation (including salary and bonuses) paid to the Employee,
the Employee shall be paid a deferred bonus in the amount set forth
on Exhibit "1" (the "Bonus").
1.2 The Bonus will be paid in three (3) consecutive
annual installments in the amount of (i) twenty percent (20%) of
the Bonus on November 15, 1996, (ii) thirty percent (30%) of the
Bonus on November 15, 1997, and (iii) fifty percent (50%) of the
Bonus on April 15, 1998. Each payment shall be subject to such
deductions and withholding as are required to be made pursuant to
applicable governmental laws, rules and regulations.
2. Option
2.1 Drew has undertaken to grant to the Employee,
on or about the Effective Date, an option to purchase the number of
shares of Drew Common Stock set forth on Exhibit "1" (the
"Option").
2.2 Subject to the provisions of Section 3 hereof,
the Option will be exercisable at the rate of twenty percent (20%)
each year, during the five-year period commencing on the Effective
Date (the "Exercise Period"), at a price per share equal to the
closing market price of Drew Common Stock on the American Stock
Exchange on the Effective Date.
2.3 The Option shall be subject in all respects to
the provisions of the Drew Industries Incorporated Stock Option
Plan, dated March 29, 1995, and the Stock Option Agreement in the
form of Exhibit "A" hereto.
3. Termination of Employment
3.1 Notwithstanding the provisions of Section 2
hereof, if (A) the Employee terminates his employment with the
Company prior to the expiration of the Exercise Period, or (B) the
Company terminates the Employee's employment for cause (as defined
herein) prior to the expiration of the Exercise Period, the
unexercised portion of the Option will expire on the date of
termination.
3.2 If the Company terminates the Employee's
employment at any time without cause (as defined herein), the
unexercised portion of the Option will become exercisable within
thirty (30) days of the date of termination.
3.3 For purposes of this Agreement, termination for
cause shall mean a determination by the Board of Directors of the
Company that there has been willful misconduct or gross negligence
on the part of the Employee having a material adverse effect,
financial or otherwise, on the Company; dishonesty, embezzlement,
fraud, accepting bribery or kickbacks or similar acts involving the
Company or in connection with the Employee's employment by the
Company; conviction of the Employee of, or a plea of guilty or nolo
contendre by the Employee to, a felony or any crime involving moral
turpitude; or substance abuse.
4. Additional Provisions
4.1 Nothing contained in this Agreement shall
create, or be deemed to create, any agreement or obligation of the
Company to employ, or continue the employment of, the Employee.
4.2 All notices and other communications hereunder
shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, telegram,
telex, facsimile or other standard form of telecommunication, or by
registered or certified post-paid mail, return receipt requested,
and addressed as follows, or to such other address as any party may
notify the other in accordance with the provisions hereof:
To the Company: Shoals Supply, Inc.
Highway 5 North
P.O. Box 156
Bear Creek, AL 35543
Attention: President
-copy to-
Drew Industries Incorporated
200 Mamaroneck Avenue
White Plains, NY 10601
Attention: President
-and-
Berlack, Israels & Liberman
120 West 45th Street
New York, N.Y. 10036
Attention: Harvey F. Milman, Esq.
To the Employee: As set forth on Exhibit "1"
4.3 This Agreement constitutes the whole agreement
between the parties, and there are no terms other than those
contained herein. No variations hereof shall be deemed valid
unless in writing and signed by the parties hereto, and no
discharge of the terms hereof shall be deemed valid unless by full
performance by the parties hereto, or by a writing signed by the
parties hereto.
4.4 Each party hereto hereby irrevocably submits to
the exclusive jurisdiction of the United States District Court for
the Northern District of Georgia and any court of competent
jurisdiction of the State of Georgia located in the City of Atlanta
over any suit, action or proceeding arising out of or relating to
this Agreement. Each party hereby irrevocably waives to the
fullest extent permitted by law, (i) any objection that they may
now or hereafter have to the venue of any such suit, action or
proceeding brought in any such court, (ii) any claim that any such
suit, action or proceeding has been brought in an inconvenient
forum, and (iii) all right to trial by jury in any proceeding
enforcing or defending any rights under this Agreement or relating
hereto. Final judgement in any such suit, action or proceeding
brought in any such court shall be conclusive and binding upon each
party duly served with process therein and may be enforced in the
courts of the jurisdiction of which either party or any of its
property is subject, by a suit upon such judgement.
4.5 This Agreement shall inure to the benefit and
be binding upon the Company, its successors and assigns, and the
Employee, his heirs, executors, administrators and legal
representatives.
IN WITNESS WHEREOF, the Company has caused these presents
to be signed by its duly authorized officer, and the Employee has
signed Exhibit "1" the day and year first above written.
ATTEST:
SHOALS SUPPLY, INC.
______________________________ By____________________________
Exhibit 1
Name and Address of Employee
and notices to: _____________________________
_____________________________
_____________________________
Amount of Bonus:
Shares Subject to Option:
Employee SHOALS SUPPLY, INC.
______________________________ By ______________________
EXHIBIT "1" - EMPLOYMENT BONUS AGREEMENT
Stock Due Due Due
Name Options 11/15/96 11/15/97 4/15/98 Bonus
Jack Clayton 14,286 $ 80,000 $120,000 $ 200,000 $ 400,000
Jeff Beasley 12,500 $ 70,000 $105,000 $ 175,000 $ 350,000
Gary Meek 8,929 $ 50,000 $ 75,000 $ 125,000 $ 250,000
Jack Martin 5,357 $ 30,000 $ 45,000 $ 75,000 $ 150,000
Eddie Hyde 5,357 $ 30,000 $ 45,000 $ 75,000 $ 150,000
Bill McMillen 5,357 $ 30,000 $ 45,000 $ 75,000 $ 150,000
Wayne Chambers 5,357 $ 30,000 $ 45,000 $ 75,000 $ 150,000
Tony Cole 5,357 $ 30,000 $ 45,000 $ 75,000 $ 150,000
Dalton Thrasher 5,357 $ 30,000 $ 45,000 $ 75,000 $ 150,000
Ray Jones 3,571 $ 20,000 $ 30,000 $ 50,000 $ 100,000
------ -------- -------- ---------- ---------
71,428 $400,000 $600,000 $1,000,000 $2,000,000