EXHIBIT 10.14 LOS ANGELES TURF CLUB, INCORPORATED
285 WEST HUNTINGTON DRIVE
ARCADIA, CALIFORNIA 91007
July 1, 1999
PRIVATE & CONFIDENTIAL
Mr. Lonny Powell
1501 West Bell Road
Phoenix, Arizona 85023
Dear Lonny:
RE: EMPLOYMENT WITH LOS ANGELES TURF CLUB, INCORPORATED DBA "SANTA ANITA PARK"
In accordance with our recent discussions, this letter will confirm that the
terms and conditions of your employment with Los Angeles Turf Club, Incorporated
(the "Corporation"), shall be as follows:
1. POSITION: You are appointed President and CEO of Los Angeles Turf Club,
Incorporated and Vice-President, Venture Co. ("Ventures") reporting to
the Chairman of Ventures or his designee.
2. BASE SALARY: Your Base Salary shall be U.S. $250,000 per annum (less
statutorily required deductions), payable in arrears in accordance with
the Corporation's standard payroll practices.
3. ANNUAL BONUS: In addition to your Base Salary, you shall receive an
annual bonus (inclusive of all entitlement to vacation pay, and less
statutorily required deductions) in an amount equal to one percent
(1.0%) of the net profits before income tax of the Santa Anita Park
racing operations for each full fiscal year of the Corporation
completed during your employment. Your Annual Bonus for the 1999 fiscal
year will, however, be prorated from the Start Date to December 31,
1999.
Net profits before income tax of the Santa Anita Park racing operations
for the purposes of this agreement shall be determined and paid in
accordance with the stated policies prescribed by the Corporation
and/or Ventures, from time to time, in their sole discretion.
4. SIGNING BONUS: In addition, you shall receive a one-time lump-sum
signing bonus of U.S.$100,000 (less taxes and other statutory
deductions), payable immediately upon the execution of this agreement
by both you and the Corporation.
5. BENEFITS: During your employment by the Corporation, you will be
entitled to:
(a) participate in all group insurance and benefit programs
generally applicable to salaried employees of the Corporation
from time to time, with the exception of the Magna Employee
Equity Participation and Profit Sharing Plan or any equivalent
or related plans in effect from time to time;
(b) four (4) weeks vacation in respect of each completed twelve
(12) month period, to be taken at such time or times as are
mutually convenient to you and the Corporation, but not
payment in lieu thereof;
(c) receive an automobile allowance of U.S. $700 per month;
provided that you shall be responsible for all automobile
operating costs including, without limitation, fuel, repairs,
maintenance, insurance premiums and insurance deductibles; and
(d) reimbursement for all reasonable and documented business
expenses incurred on behalf of the Corporation in carrying out
your duties, in accordance with the Corporation's policies
from time to time, but excluding automobile operating costs.
6. VENTURES STOCK OPTIONS: Subject to the express approval of the Board of
Directors of Ventures and any regulatory bodies having jurisdiction
(including the consent of The New York Stock Exchange and/or NASDAQ to
the listing of the underlying shares), and subject to you entering into
a Stock Option Agreement with Ventures in the standard form
contemplated by Ventures Incentive Stock Option Plan, Ventures shall
grant you options to purchase 25,000 Class A Subordinate Voting Shares
of Ventures at an exercise price per share which is equal to 100% of
the last sale price of such shares on The New York Stock Exchange
and/or NASDAQ on the trading day prior to the date of Ventures Board
approval. Such options shall be exercisable by you only in accordance
with the terms and conditions set forth in the Stock Option Agreement
referred to above. Upon receipt of an executed copy of this agreement,
we will place this matter before the Board of Directors of Ventures at
the earliest opportunity.
7. TERMINATION: Your employment and this agreement, including all benefits
provided for under this agreement, will terminate on: (a) the
acceptance by the Corporation of your voluntary resignation; (b) at the
Corporation's option, your disability for an aggregate of six (6)
months or more in any twenty-four (24) month period, subject to any
statutory requirement to accommodate such disability; (c) your death;
or (d) your dismissal for just cause or by reason of your breach of the
terms of this agreement.
Otherwise, you or the Corporation may, at any time, terminate your
employment and this agreement by providing the other party with twelve
months prior written notice of intention to terminate. In addition the
Corporation may elect to terminate your employment immediately by
paying you a retiring allowance of U.S. $250,000 (less statutorily
required deductions) either in a lump sum within thirty (30) days of
the day of termination or monthly in arrears in twelve (12) equal
instalments commencing thirty (30) days after the day of termination.
If your employment is terminated pursuant to this paragraph, the
Corporation shall maintain on your behalf the benefits referred to in
paragraph 5(a) for a period of not less than the period required by
applicable statute.
In the event that you breach the provisions of paragraph 8, the payment
of any further instalments of such retiring allowance will immediately
cease. Further, the amount paid in each instalment will be offset by
any income earned, during the period you are entitled to receive
instalments, from alternate or self-employment.
On termination of this agreement other than for dismissal for cause or
for breach under sub-paragraph 7(d), the Corporation will also pay your
Annual Bonus on a prorated basis and, to the extent that any stock
options referenced in paragraph 6 have vested, they will continue to be
exercisable in accordance with the said Stock Option Agreement.
The termination provisions set forth above represent all severance pay
entitlement, notice of termination or pay in lieu thereof, salary,
bonuses, automobile allowances, vacation and/or vacation pay and other
remuneration and benefits payable or otherwise provided to you in
relation to your employment by the Corporation (including,
specifically, any preceding employment by Magna International Inc.,
Magna Interior Systems Inc., Atoma International Corp.; Cosma
International Inc., Decoma International Inc., Tesma International
Inc., Magna Mirror Systems Inc. and/or their respective affiliated or
associated companies as the case may be (all of the foregoing are
hereinafter collectively referred to as the "Magna Group")), and the
termination of your employment and this agreement.
8. OTHER CONDITIONS: You hereby acknowledge as reasonable and agree that
you shall abide by the following terms and conditions:
i) TECHNOLOGY, KNOW-HOW, INVENTIONS, PATENTS: That all designs,
devices, improvements, inventions and ideas made or conceived
by you resulting from your access to the business of the
Corporation, Ventures and/or the Magna Group shall be
exclusive property of the Magna Group, and you and your estate
agree to take all necessary steps to ensure that such property
rights are protected.
ii) CONFIDENTIALITY: You shall keep confidential at any time
during or after your employment, any information (including
proprietary or confidential information) about the business
and affairs of, or belonging to, the Corporation, Ventures or
any member of the Magna Group or their respective
customers or suppliers, including information which,
though technically not trade secrets, the dissemination or
knowledge whereof might rpove prejudicial to any of them.
iii) NON-COMPETITION: During the term of your employment with the
Corporation and for a period of six (6) months after the
termination of your employment, you shall not, directly or
indirectly, in any capacity compete with the business of the
Corporation, Ventures or of any member of the Magna Group in
respect of which you have had access to proprietary or
confidential information or solicit the employees thereof.
9. TERM: Subject to earlier termination in accordance with the terms of
this agreement, your employment with the Corporation shall commence on
July 1, 1999, or such earlier or later date as may be mutually agreed
upon, (the "Start Date") and shall expire on June 30, 2004. Upon expiry
or other termination of this agreement, paragraph 8 shall continue in
full force and effect. This agreement shall be null and void and of no
effect if you do not commence employment by July 1, 1999.
10. ASSIGNABILITY: The Corporation may, in its sole discretion, assign this
agreement to an affiliated or other organization at any time. Upon any
such assignment, the terms and conditions of this agreement shall
continue in full force and affect.
If the terms of employment as set out in this agreement are acceptable to you,
please sign and date three copies in the places indicated and return two fully
signed copies to the attention of Frank Stronach by July 15, 1999, after which,
if not so signed and returned, this agreement shall become null and void and of
no effect. Upon execution by you, this agreement (i) replaces any prior written
or oral employment contract or other agreement concerning remuneration between
you and the Corporation, Ventures or any member of the Magna Group, (ii) will
continue to apply to your employment in a similar or other capacity with the
Corporation, Ventures or any member of the Magna Group, and (iii) will continue
to be applicable in the event that your employment with the Corporation
continues beyond the expiry date of the term specified above without this
agreement being formally extended or replaced.
Yours very truly,
Frank Stronach
/jm
-------------------
I hereby accept the terms and conditions set out above and acknowledge that this
agreement contains all the terms and conditions of my employment with Los
Angeles Turf Club, Incorporated and that no other terms, conditions or
representations other than those within this letter form part of this agreement
and confirm that I am not subject to any restrictions (contractual or otherwise)
arising from my former employment which would prevent or impair me in carrying
out my duties and functions with the Corporation. Furthermore, I confirm that
during the term of my employment I will not offer to the Corporation any
confidential or proprietary information that I have knowledge of with respect to
my former employers, nor will I provide such information to the Corporation
should I be requested to do so, until such time as such information is no longer
confidential, proprietary or comes into the public domain.
- - ------------------------- --------------------------------
Date , 1999 Lonny Powell