EXHIBIT 10
SEVERANCE AGREEMENT
THIS AGREEMENT dated December 14, 1995, between Detroit & Canada Tunnel
Corporation, a Michigan corporation ("Corporation"), and Donald M. Vuchetich
("Employee").
Recitals
A. Employee is chief executive officer of Corporation.
B. The parties wish to provide for the payment of benefits to Employee
upon the involuntary termination of employment under the circumstances
described below.
NOW, THEREFORE, the parties agree as follows:
1. (a) If, at any time after there is a change of control of
Corporation, Employee's employment with Corporation is involuntarily
terminated for any reason other than gross misconduct, death or disability,
Employee shall be paid a severance award equal to two times the sum of (i)
Employee's annual salary at the date of termination of employment plus (ii)
the average annual bonus paid to Employee for the last three full fiscal years
of Corporation prior to the date of termination of employment;
(b) The severance award shall be payable in 24 equal monthly
installments beginning on the first day of the month immediately following
termination of employment. Monthly installments paid to Employee shall not be
reduced by amounts earned by Employee from other employment;
(c) For 24 months after the date upon which Employee's
employment with Corporation terminates, Employee shall continue to receive
from the Corporation the same insurance benefits and coverage as Employee had
been receiving at the time of the change of control, or benefits equivalent
thereto. Corporation may terminate such benefits and coverage upon Employee
obtaining full-time employment elsewhere.
2. For purposes of this Agreement:
(a) A "change of control" shall be deemed to have occurred on
the date that any "person" (as that term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934 but excluding affiliates or
the personal representative of Henry Penn Wenger), acquires beneficial
ownership, directly or indirectly, of securities of Corporation representing
30% or more of the combined voting power of Corporation's then outstanding
securities;
(b) "Gross misconduct" shall mean intentional gross neglect of
duties or acts or omissions constituting fraud which adversely affect
Corporation or are directed against Corporation;
(c) "Involuntary termination" shall result from the following:
(1) Discharge of Employee by Corporation; or
(2) Termination resulting from the occurrence, without the
consent of Employee, of any of the following events:
(i) A decrease in Employee's annual compensation from
Corporation, or
(ii) Requiring Employee to relocate, or
(iii) The assignment to Employee of duties not
comparable in any material respect to Employee's duties prior to the change of
control, or any material reduction in Employee's authority, responsibilities
or status as they existed poor to the change of control,
and, in the case of a termination resulting from an event described in
subparagraph (c)(2), the resignation of Employee within 60 days after the
event.
3. If Employee dies during the period Employee is entitled to receive
cash benefits pursuant to this Agreement, such cash benefits shall be payable,
as they become due, to Employee's designated beneficiary.
4. This Agreement does not confer any continual right to employment by
Employee. The severance award under this Agreement shall be reduced by any
other severance compensation paid by Corporation to Employee, including any
compensation paid to Employee after termination of employment pursuant to
paragraph 5 of his employment contract dated January 24, 1994.
5. Employee may not anticipate, alienate or assign any of his rights
under this Agreement, and any attempt to do so shall be void.
6. This Agreement shall inure to the benefit of and be binding upon the
Corporation, its successors and assigns.
The parties have executed this Agreement on the date written above.
DETROIT & CANADA TUNNEL CORPORATION
By: /s/ David C. Canavesio
-------------------------------------------
David C. Canavesio
Its: Treasurer and Vice President - Finance
/s/ Donald M. Vuchetich
-------------------------------------------
Donald M. Vuchetich, Employee
7/29779
SEVERANCE AGREEMENT
THIS AGREEMENT dated December 14, 1995, between Detroit & Canada Tunnel
Corporation, a Michigan corporation ("Corporation"), and David C. Canavesio
("Employee").
Recitals
A. Employee is an executive officer of Corporation.
B. The parties wish to provide for the payment of benefits to Employee
upon the involuntary termination of employment under the circumstances
described below.
NOW, THEREFORE, the parties agree as follows:
1. (a) If, at any time after there is a change of control of
Corporation, Employee's employment with Corporation is involuntarily
terminated for any reason other than gross misconduct, death or disability,
Employee shall be paid a severance award equal to the sum of (i) Employee's
annual salary at the date of termination of employment plus (ii) the
average annual bonus paid to Employee for the last three full fiscal years
of Corporation prior to the date of termination of employment;
(b) The severance award shall be payable in 12 equal monthly
installments beginning on the first day of the month immediately following
termination of employment. Monthly installments paid to Employee shall not be
reduced by amounts earned by Employee from other employment;
(c) For 12 months after the date upon which Employee's
employment with Corporation terminates, Employee shall continue to receive
from the Corporation the same insurance benefits and coverage as Employee had
been receiving at the time of the change of control, or benefits equivalent
thereto. Corporation may terminate such benefits and coverage upon Employee
obtaining full-time employment elsewhere.
2. For purposes of this Agreement:
(a) A "change of control" shall be deemed to have occurred on
the date that any "person" (as that term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934 but excluding affiliates or
the personal representative of Henry Penn Wenger), acquires beneficial
ownership, directly or indirectly, of securities of Corporation representing
30% or more of the combined voting power of Corporation's then outstanding
securities;
(b) "Gross misconduct" shall mean intentional gross neglect of
duties or acts or omissions constituting fraud which adversely affect
Corporation or are directed against Corporation;
(c) "Involuntary termination" shall result from the following:
(1) Discharge of Employee by Corporation; or
(2) Termination resulting from the occurrence, without the
consent of Employee, of any of the following events:
(i) A decrease in Employee's annual compensation from
Corporation, or
(ii) Requiring Employee to relocate, or
(iii) The assignment to Employee of duties not
comparable in any material respect to Employee's duties prior to the change of
control, or any material reduction in Employee's authority, responsibilities
or status as they existed poor to the change of control,
and, in the case of a termination resulting from an event described in
subparagraph (c)(2), the resignation of Employee within 60 days after the
event.
3. If Employee dies during the period Employee is entitled to receive
cash benefits pursuant to this Agreement, such cash benefits shall be payable,
as they become due, to Employee's designated beneficiary.
4. This Agreement does not confer any continual right to employment by
Employee. The severance award under this Agreement shall be reduced by any
other severance compensation paid by Corporation to Employee.
5. Employee may not anticipate, alienate or assign any of his rights
under this Agreement, and any attempt to do so shall be void.
6. This Agreement shall inure to the benefit of and be binding upon the
Corporation, its successors and assigns.
The parties have executed this Agreement on the date written above.
DETROIT & CANADA TUNNEL CORPORATION
By: /s/ Donald M. Vuchetich
-----------------------------
Donald M. Vuchetich
Its: President
/s/ David C. Canavesio
-----------------------------
David C. Canavesio, Employee
7/31789