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Exhibit 10.8
EMPLOYMENT AGREEMENT
AGREEMENT dated the 9th day of September, 1994, effective September
9th, 1994, between NEENAH FOUNDRY COMPANY, a Wisconsin corporation, and its
affiliated companies, to-wit, NEENAH CORPORATION, HARTLEY CONTROLS CORPORATION
and NEENAH TRANSPORT, INC., hereinafter called the Employer, and JAMES P.
KEATING, JR., of Neenah, Wisconsin, hereinafter called the Employee.
1. Employment. The Employer hereby employs the Employee and the
Employee hereby accepts employment upon the terms and conditions hereinafter set
forth.
2. Term. The term of this Agreement shall be for the period from the
effective date through June 30, 1997.
3. Compensation. For all services rendered by the Employee under this
Agreement, Employee shall receive the following:
a. A minimum annual salary of $180,000, payable in periodic
installments as shall be in accordance with Employer's regular payroll policies.
This minimum salary shall be subject to annual increases in accordance with
Employer's policies of reviewing all executive salaries.
b. Employee shall be eligible to receive incentive
compensation in each year of employment hereunder, plus bonuses, including
Christmas bonuses, said payments to be made in the sole discretion of Employer's
Chief Executive officer in accordance with his current policies.
4. Duties. Employee is being hired on a full-time basis by Employer to
perform various management duties. The precise duties of the Employee shall be
as determined from time to time by the President and/or Board of Directors of
Employer, with Employee's initial management duty to be President and Chief
Executive Officer of Employer's affiliated company, Hartley Controls
Corporation. If Employee is elected to be an officer and/or director of the
Employer during the term of this Agreement, the Employee will serve in such
capacity without further compensation; but nothing herein shall be construed as
requiring the Employer, or anybody else, to cause the election of the Employee
as an officer and/or director.
5. Extent of Services. The Employee shall devote his best efforts and
abilities to the business of the Employer, which shall consist of at least forty
(40) hours per week, and shall not during the term of this Agreement engage in
outside business activities except as may be authorized from time to time
specifically by Employer. Nothing in this section 5. shall preclude Employee
from outside investments in enterprises not in competition with the Employer as
long as the time spent by Employee thereon is substantially outside normal
business hours and does not interfere with Employee's duties hereunder.
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6. Expenses. The Employee shall be reimbursed such business related
expenses as may be approved by Employer and as are consistent with expense
reimbursement policies as may be established from time to time by Employer.
7. Vacations. The Employee shall be entitled to annual paid vacations
in the amount of six (6) weeks during the term of this Agreement, in accordance
with the vacation policies established from time to time by the Employer.
8. Disability/Sick Leave. If Employee becomes sick or disabled during
the term of this contract, then he shall be entitled to receive compensation at
the then current minimum annual salary while he is sick or disabled until the
end of the term of this Agreement, but not beyond the end of the contract term,
to-wit, June 30, 1997.
9. Employment Benefits. Employee shall also receive the standard fringe
benefits that Employer provides to its full-time executive employees.
10. Death During Employment. If the Employee dies during the term of
this employment, the Employer shall continue to pay the then current minimum
annual salary to Employee's widow, Sally Ann Keating, if she survives, or if she
is predeceased, to Employee's estate, with said payments to continue until the
end of the contract period, to-wit, June 30, 1997.
11. Supplemental Employee Retirement Payments (SERP). As additional
consideration for entering into this Employment Agreement, which Employment
Agreement ends prior to Employee reaching age sixty-five, Employer agrees that
at the end of this Employment Agreement period, Employee shall be considered
eligible for full benefits under Employer's SERP plan as if he retired at age
sixty-five, which SERP payments will commence on July 1, 1997.
12. Covenant Not To Compete. As additional consideration for Employer
entering into this Employment Agreement, Employee covenants and agrees that for
the period that this Employment Agreement is in effect and for a one year period
after its termination, he will not, without the prior written consent of the
Employer, directly or indirectly, whether as principal or as agent, officer,
director, employee, Employee or otherwise, alone or in association with any
other person, firm, corporation or other business organization, carry on, or be
engaged, concerned or take part in, or render services to, or own any interest
or share in the earnings of or invest in the stock, bonds or other securities of
any person, firm, corporation or other business organization (except for
publicly traded securities) which is located in the continental United States in
a business which is in competition with the Employer.
Employee also covenants and agrees that for such period that this
Employment Agreement is in effect and for one year after its termination, he
will not without the prior written consent of Employer, whether for his own
account or for the account of any other person, firm, corporation or other
business organization, intentionally interfere with the Employer's relationship
with, or endeavor to entice away from the Employer, any person who is employed
by or associated with the Employer in an executive, managerial or sales capacity
or who is a customer of the Employer.
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13. Covenant Not To Disclose. Employee covenants and agrees that he
will not, to the detriment of Employer, at any time during the term of this
Agreement, and for a one year period thereafter, reveal, divulge or make known
to any person (other than Employer) or use for his own account any confidential
or proprietary records, data, trade secrets or any other confidential or
proprietary information whatever (the Confidential Information) previously used
by the Employer to date or during the term of this Agreement and made known to
Employee by reason of his association with the Employer pursuant to this
Agreement, unless the disclosure of this Confidential Information is made with
the permission of Employer when same is necessary during the course of any
customer contact or for any other legitimate business reason.
Employee and Employer agree that this Section 13. shall not change any
duties Employee may have under common law not to disclose the aforementioned
confidential information.
14. Specific Performance. Without intending to limit the remedies
available to the Employer, Employee further agrees that damages at law will be
an insufficient remedy to the Employer in the event that he violates the terms
of Sections 12. and 13. of this Agreement, and that the Employer may apply for
and obtain injunctive relief in any court of competent jurisdiction to restrain
the breach or threatened breach of, or otherwise to specifically enforce, any of
the covenants of such Sections. The parties hereto understand that each of the
covenants contained in Sections 12. and 13. of this Agreement is an essential
element of this Agreement.
15. Purchase of Life Insurance Policies on Termination of Employment.
Upon Employee's termination of employment, Employee shall have the right within
thirty (30) days after the effective date of termination to purchase from
Employer the policies of life insurance then owned by it on the life of Employee
at a price equal to the cash surrender value. Upon receipt of the purchase
price, the Employer shall deliver the life insurance policies to the Employee
and shall execute any necessary instruments of transfer. Employee shall have no
further rights in any such policies not purchased within the above thirty (30)
day period.
16. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if delivered personally or sent
by registered or certified mail to his residence in the case of the Employee, or
to its principal office in the case of the Employer.
17. Waiver of Breach. The waiver by the Employer of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.
18. Binding Effect; Benefits. This Agreement shall inure to the benefit
of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs and legal representatives.
19. Severability. If any provision of this Agreement shall be held
invalid or unenforceable, the remainder shall nevertheless remain in full force
and effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall nevertheless remain in full force and effect
in all other circumstances.
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20. Entire Agreement. This instrument contains the entire agreement of
the parties. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
21. Governing Law. This Agreement shall be construed under the laws of
the State of Wisconsin, and all matters pertaining to this Agreement which
cannot be resolved by reference to its provisions shall be governed by the laws
of Wisconsin.
22. Headings. The headings of sections in this Agreement are for
convenience only, and shall not affect its interpretation.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in five counterparts as of the date first above written.
In the Presence of:
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EMPLOYER:
NEENAH FOUNDRY COMPANY
By:
-------------------------------
Name:
Title:
NEENAH CORPORATION
By:
-------------------------------
Name:
Title:
HARTLEY CONTROLS CORPORATION
By:
-------------------------------
Name:
Title:
NEENAH TRANSPORT, INC.
By:
-------------------------------
Name:
Title:
CONSULTANT:
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James P. Keating, Jr.
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This is a First Amendment to the Employment Agreement entered into the
9th day of September, 1994, by and between NEENAH FOUNDRY COMPANY, a Wisconsin
corporation, and its affiliated companies, to-wit, NEENAH CORPORATION, HARTLEY
CONTROLS CORPORATION and NEENAH TRANSPORT, INC., hereinafter called the
Employer, and JAMES P. KEATING, JR., of Neenah, Wisconsin, hereinafter called
the Employee.
WITNESSETH:
WHEREAS, the parties desire to amend the aforesaid employment
agreement.
NOW, THEREFORE, it is agreed between the parties that the employment
agreement be as amended as follows:
1. That Section 11 be deleted in its entirety and replaced
with the following Section 11.
"11. Supplemental Employee Retirement Payments (SERP).
As additional consideration for entering into this
Employment Agreement, which Employment Agreement ends
prior to Employee reaching age sixty-five, Employer
agrees that at the end of this Employment Agreement
period, Employee shall be paid full benefits under
Employer's SERP plan as if he retired at age
sixty-five without regard to Employer's right to
amend, modify or revoke the SERP Plan. The SERP
payments will commence on July 1, 1997. Employer and
Employee agree that Employee's benefits under the
SERP plan shall be fully vested and irrevocable as of
the date of this Agreement."
2. All other terms and conditions of the employment agreement,
except as modified by this first amendment, are agreed by both parties to be in
full force and effect and binding on their heirs, personal representatives,
successors and assigns.
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IN WITNESS WHEREOF, the parties have set their hands and seals
this 23rd day of July, 1996.
In the Presence of:
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EMPLOYER:
NEENAH FOUNDRY COMPANY
By:
----------------------------------
Name:
Title:
NEENAH CORPORATION
By:
----------------------------------
Name:
Title:
HARTLEY CONTROLS CORPORATION
By:
----------------------------------
Name:
Title:
NEENAH TRANSPORT, INC.
By:
----------------------------------
Name:
Title:
EMPLOYEE:
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James P. Keating, Jr.
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