Exhibit 10.23 INTERMET CORPORATION
SUITE 1600
2859 PACES FERRY ROAD
ATLANTA, GEORGIA 30339
PHONE: (404) 431-6000
TELEFAX: (404) 431-6001
INTERMET
May 12, 1995
JOHN DODDRIDGE
Chairman & CEO
Ms. Doretha Christoph
1102 Chrestover Road
Wilmington, DE 19803
Dear Doretha:
Congratulations! After an extensive and exhaustive search for a Vice President
of Finance, we believe you to be the best suited candidate for the job. We are
pleased to offer you the job as follows:
TITLE & POSITION: VICE PRESIDENT - FINANCE, Corporate Officer and
member of the Operating Committee
BASE SALARY: $175,000 per year
BONUS: A fiscal year annual bonus, payable by April of
the following year. The bonus will be 0.2%
(00.20) of Intermet's audited annual pretax
earnings before minority interest and profit
sharing. Further, we guarantee the above bonus
minimum at $75,000 per year for the first two
years. It will be paid pro-rata for partial
years.
SIGNING BONUS: 10,000 shares, restricted stock in your name held
in escrow for 18 months, with dividends, if any,
paid directly to you. At the end of 18 months,
these shares will become fully vested and non-
forfeitable. The Company will gross you up to
make the transaction tax-free to you.
Also, at the time of your physical relocation, a
cash bonus of $5,000.
STOCK OPTIONS: 20,000 shares, priced on the first full day of
employment
EMPLOYMENT GUARANTEE: 18 months. After the first six months the
guarantee becomes a one year "evergreen", i.e.,
each additional day you are employed adds another
day to the guarantee. (The employment guarantee
is subject to the additional terms listed in
Attachment "A").
Not a guarantee on our part, but for your planning purposes: Assuming
satisfactory employment, within one year, we would expect to raise your base
salary to $200,000 annually and add the title Chief Financial Officer. Also,
along with other Operating Committee members you will be eligible for an
aggressive accumulation of additional stock options.
*RELOCATION COSTS: Per company policy (fairly inclusive and typical
of major industry move policies)
*COMPANY CAR: American-make: up to equivalent of Buick Park
Avenue Ultra
*VACATION TIME: Four weeks annually
*OTHER BENEFITS: Comprehensive health care; 401(k) with company
match of $.50 on the $1.00 up to the first 4% of
employee salary deferral; company paid ESOP,
equivalent to 3% of base; plus more
*Note: These and other benefits to be the same as provided all other Operating
Committee Members. Some of the above benefits have minimum employment time
requirements.
All of the above is subject to your immediate acceptance of the job and to-be-
agreed-to early starting date of full-time employment. Once you have
tentatively accepted, we will arrange for Jim Rydel, our Vice President -
Administration, to provide booklets and more detailed information about the
Company benefits listed above.
To accept this offer, please sign three copies, fax a signed copy, return two
copies and keep one for your files. We reserve the right to modify or withdraw
this offer at any time two days after you receive the offer, but have not
returned a signed copy.
We hope all of the above is satisfactory to you. We are excited about you
starting a long relationship with Intermet.
Sincerely,
/s/ John Doddridge
Accepted:
/s/ Doretha Christoph 5-14-95
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Name Date
ATTACHMENT "A"
The following are additional terms and restrictions to the Employment Guarantee
Agreement:
Termination of Employment
-------------------------
1.1 TERMINATION OF EMPLOYMENT FOR CAUSE OR OTHER THAN FOR GOOD REASON.
If, before the end of the Contract 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
will not be entitled to receive any other compensation or benefits or benefits
under this Agreement.
1.2 TERMINATION OF EMPLOYMENT FOR DEATH OR DISABILITY. If, before the end
of the Contract Term, the Executive's employment terminates due to death or
Disability, the Company shall pay to the Executive (or to the Executive's
Designated Beneficiary(s), in accordance to Company policy following the Date of
Termination:
(a) that portion of the Executive's Annual Base Salary which is accrued but
unpaid as of the Date of Termination, and
(b) the amount of any Annual Bonus accrued during any period which ended
during the Employment Guarantee Term prior to the Date of Termination, but
which is unpaid as of the Date of Termination.
(c) disability, life insurance, and other benefits as provided executives
for Company Benefits Plan.
1.3 TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR BY THE
EXECUTIVE FOR GOOD REASON. If, before the end of the Employment Agreement
Guarantee, 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) In lump sum, that portion of the Executive's Annual Base Salary and any
Guaranteed Annual Bonus which is accrued but unpaid as of the Date of
Termination,
(b) In monthly payments, the amount of the Executive's Annual Base Salary
which would be payable for the period beginning on the Date of Termination and
ending on the last day of the Contract Term.
(c) The prorata amount of the Executive's Annual Bonus for the remainder of
the Contract Term, payment(s) not later than April following each applicable
fiscal year.
(d) The benefits to which the Executive was entitled during the Contract
Term. The amount of any benefits shall be reduced or eliminated to the extent
the Executive becomes entitled to duplicative benefits by virtue of his/her
subsequent employment after the Date of Termination.
1.4 OTHER TERMINATION BENEFITS. In addition to any amounts or benefits
payable upon termination of employment thereunder and except as otherwise
provided herein, the Executive shall be entitled to any payments or benefits
explicitly provided under the terms of any plan, policy or program of the
Company or as otherwise required by applicable law.
CERTAIN DEFINITIONS
2.1 "CONTRACT TERM" means Employment Guarantee
2.2 "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 the 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 acceptable to the Company.
2.3 "CAUSE" means (a) the Executive's committing any felony or other crime
involving dishonesty; (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), except that (d) Cause
shall not mean:
(1) bad judgement or negligence other than habitual neglect of duty;
(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 that the Executive met the applicable standard of
conduct for indemnification or reimbursement under the By-Laws 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.
2.4 "GOOD REASON" means the occurrence of any one of the
following events:
(a) assignment to the Executive of any duties materially and adversely
inconsistent with the Executive's position as specified in the
Employment Guarantee (or such other position to which he/she may be
promoted), (but excluding a diminution of title which does not result
in a diminution of status, offices, or responsibilities), or any other
action by the Company which results in a material and adverse change
in such position, status, offices, titles or responsibilities,
(b) the failure of the Company to assign this Agreement to a successor
to the Company,
(c) any failure by the Company to comply with the Compensation
provisions of the Employment Guarantee
(d) any material adverse change to the terms and conditions of the
Executive's employment under this Agreement;
if the Company fails to cure such event within 30 days after written notice from
the Executive; provided, however, that if the event is intentional, knowing or
repeated, the Executive shall not be required to provide written notice or an
opportunity to cure.
2.5 "DATE OF TERMINATION" Means the date as of which the Executive's employment
with the Company is terminated by the Company or by the Executive for any reason
including, but not limited to, death or Disability.
RESTRICTIVE COVENANTS
3.1 TRADE SECRETS, CONFIDENTIAL AND PROPRIETARY BUSINESS INFORMATION
(a) The Company has advised the Executive and the Executive acknowledges
that it is the policy of the Company to maintain as secret and confidential all
Protected Information (as defined below), and that Protected Information has
been and will be developed at substantial cost and effort to the Company.
"Protected Information" means trade secrets, confidential and proprietary
business information of the Company, any information of the Company other than
information which has entered the public domain (unless such information entered
the public domain through the efforts of or on account of the Executive), and
all valuable and unique information and techniques acquired, developed or used
by the Company relating to its business, operations, employees and customers,
which give the Company a competitive advantage over those who do not know the
information and techniques and which are protected by the Company from
unauthorized disclosure, including by not limited to, customer lists (including
potential customers), sources of supply processes, plans, materials, pricing
information, internal memoranda, marketing plans, internal policies, and
products and services which may be developed from time to time by the Company
and its agents or employees.
(b) The Executive acknowledges that the Executive will acquire Protected
Information with respect to the Company and its successors in interest, which
information is valuable, special and unique asset of the Company's business and
operations and that disclosure of such Protected Information would cause
irreparable damage to the Company.
(c) The Executive shall not, directly or indirectly, divulge, furnish or
make accessible to any person, firm corporation, association or other entity
(otherwise than as may be required in the regular course of the Executive's
employment) nor use in any manner, either during or after termination of
employment by the Company and Protected Information or cause any such
information of the Company to enter the public domain.
3.2 NON-COMPETITION.
(a) The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, if the Executive's employment is
terminated for any reason other than termination of employment without Cause or
for Good Reason, thereafter for a period of one (1) year, directly or
indirectly, in any capacity, engage or participate in or become employed by or
render advisory or consulting or other services in connection with any
Prohibited Business as defined below.
(b) The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, if the Executive's employment is
terminated for any reason, thereafter for a period of one (1) year, make any
financial investment, whether in the form of equity or debt, or own any
interest, directly or indirectly, in any Prohibited Business. Nothing in this
Section 7.02 shall, however, restrict the Executive from making any investment
in any company whose stock is listed on a national securities exchange or
actively traded in the over-the-counter market; provided that (i) such
investment does not give the Executive the right or ability to control or
influence the policy decisions of any Prohibited Business, and (ii) such
investment does not create a conflict of interest between the Executive's duties
hereunder and the Executive's interest in such investment.
(c) "Prohibited Business" shall be defined as any business and any branch,
office or operation thereof, which is a direct and material competitor of the
Company wherever the Company does business, in the United States or abroad, and
which has established or seeks to establish contact, in whatever form
(including but not limited to solicitation of sales, or the receipt or
submission of bids) with any entity who is at any time a client, customer or
supplier of the Company (including but not limited to all subdivisions of the
federal government.)
3.3 UNDERTAKING REGARDING EMPLOYEES. From the date hereof until two years
after the Executive's Date of Termination, the Executive shall not, directly or
indirectly (a) encourage any employee of the Company or its successors in
interest to leave their employment with the Company or its successors in
interest; or (b) employ, hire, solicit or cause to be employed or hired or
solicited (other than by the Company or its successors in interest), or
establish a business with, or encourage others to hire, any person who within
two (2) years prior thereto was employed by the Company or its successors in
interest to leave their employment with the Company or its successors in
interest.
3.4 DISCLOSURE OF EMPLOYEE-CREATED TRADE SECRETS, CONFIDENTIAL AND
PROPRIETARY BUSINESS INFORMATION. The Executive agrees to promptly disclose to
the Company all Protected Information developed in whole or in part by the
Executive during the Executive's employment with the Company and which relate to
the Company's business. Such Protected Information is, and shall remain, the
exclusive property of the Company. All writings created during the Executive's
employment with the Company (excluding writings unrelated to the Company's
business) are considered to be "works-for-hire" for the benefit of the Company
and the Company shall own all rights in such writings.