EXHIBIT 10
SEPARATION AGREEMENT
This Separation Agreement (the "Agreement") is made and entered into as
of May 13, 2004 by and between Larry J. Winget ("Employee") and Venture Holdings
Company, L.L.C., a Michigan limited liability company (the "Company").
WHEREAS, Employee is a current manager and employee of the Company; and
WHEREAS, Employee and the Company have mutually agreed to terminate
Employee's employment with the Company;
NOW, THEREFORE, in consideration of the promises and agreements set
forth below, Employee and the Company agree as follows:
1. TERMINATION OF EMPLOYMENT. Employee's employment with the
Company shall terminate on the close of business on the date hereof (the
"Termination Date"). By the execution of this Agreement, the Employee also
resigns from any position as an officer or member of the board of managers, of
the Company, and from any position as an officer, director and/or employee of
each direct and indirect subsidiary of the Company (each such subsidiary being
referred to herein as a "Subsidiary" and collectively as the "Subsidiaries"), in
each case to the extent currently held by Employee.
2. PAYMENTS AND BENEFITS. In consideration of the agreements and
covenants set forth in this Agreement, the Company agrees to:
(a) pay Employee all salary accrued to the Termination Date;
(b) pay Employee for all unused vacation accrued in 2004 to the
Termination Date, if any, in accordance with Company
guidelines;
(c) reimburse Employee, in accordance with Company guidelines, for
all unreimbursed expenses incurred as of the Termination Date
of the type for which the Company has historically reimbursed
the Employee, in an aggregate amount not exceeding $5,000;
(d) for a period (the "Severance Period") equal to the lesser of
two years and the date, if any, on which (w) the Company's
plan of reorganization under Chapter 11 of the Bankruptcy Code
which was filed on September 24, 2003 is confirmed and the
transactions contemplated under that certain Contribution
Agreement, dated as of September 22, 2003, among the Company,
the Employee and the other parties thereto are consummated,
(x) the assets of the Company and its Subsidiaries are sold,
either through a plan of reorganization under Chapter 11 of
the Bankruptcy Code or pursuant to Section 363 of the
Bankruptcy Code, or (y) another plan of reorganization is
confirmed in the Company's Chapter 11 proceedings, as the case
may be, the Company shall pay to the Employee severance pay at
the annual rate of $600,000, payable in accordance with the
Company's normal payroll practices;
(e) during the Severance Period, permit the Employee to continue
the exclusive, uninterrupted use the of the office which he
currently occupies, and continue to provide the Employee with
the office support which he presently receives (including the
services of the two secretaries who are currently assigned to
him, or replacements therefor who are satisfactory to
Employee, and the use of office equipment and systems such as
telephone, computer (subject to subparagraph (i)), fax and
copier equipment) to the same extent as Employee has
heretofore had such support, all without cost to the Employee.
In connection therewith, the Employee shall have the right to
store his personal records at such office; and the Company
agrees that it shall have no right of access to such records,
except in connection with litigation matters between the
Company and the Employee, and then only pursuant to service of
proper legal process and in compliance with all applicable
rules and court orders relating to discovery;
(f) promptly return to the Employee all personal records of the
Employee, and all records pertaining to companies owned or
controlled by the Employee, other than the Company and the
Subsidiaries, which are in the possession of the Company or
any of the Subsidiaries, without retaining any copies thereof
(other than copies obtained in connection with litigation
matters between the Company and the Employee, and then only
pursuant to service of proper legal process and in compliance
with all applicable rules and court orders relating to
discovery);
(g) during the Severance Period, provide to Employee all fringe
benefits which the Company provides to its executives
generally under the Company's employee benefit plans,
including, without limitation, group life and disability
insurance coverage and automobile allowances, but excluding
medical insurance coverage;
(h) for so long as Employee shall be eligible to participate in
the Company's medical insurance plans under COBRA, pay a
portion of the Employee's monthly COBRA health insurance
premiums in an amount which is equal to the employer portion
of the health insurance premiums which the Company has
heretofore paid on a monthly basis for the Employee's benefit;
and the Employee shall be responsible for the payment of the
balance of such health insurance premiums, including premiums
for the Employee's dependents;
(i) maintain, at the Company's expense, external e-mail access for
the Employee's benefit, which, at the Company's election, may
be on a server other than the Company's server.
3. ACCESS TO COMPANY BOOKS AND RECORDS. The Company shall provide
to the Employee, his attorneys and accountants, reasonable access to the books
and records of the Company and its Subsidiaries with respect to matters
affecting the federal, state and/or local income tax liabilities of the Employee
which arise by virtue of the historical operations of the Company and the
Subsidiaries. Such access shall include the right to inspect and copy such books
and records, and the right to discuss matters relating thereto with employees of
the Company and the Subsidiaries having knowledge of such matters. Such access
shall be provided during the Company's normal business hours, upon reasonable
prior notice to the Company. In
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addition, in connection with any proposed transaction pursuant to which assets
of both the Company and the Subsidiaries, and certain assets (other than the
Company and the Subsidiaries) would be sold in a single transaction, the Company
shall make available to the Employee's representatives such books and records as
may be reasonably required in order that such a transaction may be effected.
4. RETURN OF CERTAIN COMPANY PROPERTY. Employee agrees to return
to the Company all credit cards and keys provided by the Company to Employee
(other than keys, access cards and the like which are required in order for the
Employee to make use of the office referred to in Section 2(d) and keys and
access cards with respect to premises occupied by Deluxe Pattern Company). To
the extent that the Company or any of the Subsidiaries lease real property which
is owned by the Employee (or a legal entity controlled by the Employee), the
Employee shall have rights of access thereto which are consistent with those
normally accorded a landlord. In addition, the Company has requested that
Employee return to the Company certain vehicles in the Employee's possession
which (x) are titled in the name of the Company or one of the Subsidiaries, and
(y) were purchased with funds of the Company or one of the Subsidiaries (the
"Vehicles"). The Employee shall have the right to purchase any or all of such
Vehicles for their current wholesale values. Since the Employee also contends
that he or other non-Company entities had paid for or been charged for some or
all of the Vehicles, the Company agrees to negotiate in good faith (as does
Employee) regarding the Vehicles for 45 days, after which the Employee and the
Company will be free to employ any legal remedies regarding the Vehicles
excluding non-judicial repossession.
5. NON-ADMISSION. This Agreement does not constitute an admission
by the Company or any of the Subsidiaries that any action that any of them took
with respect to Employee was wrongful, unlawful or in violation of any local,
state, or federal act, statute, constitution or rule of law, or susceptible of
inflicting any damages or injury on Employee, and the Company specifically
denies any such wrongdoing or violation. This Agreement does not constitute an
admission by the Employees that any action which the Company or any of the
Subsidiaries has taken with respect to Employee was rightful, lawful or not in
violation of any local, state or federal act, statute, constitution or rule of
law, or did not result in the infliction of damages or injury on Employee, and
Employee specifically reserves all rights in connection with any claim which
Employee may have against the Company, any of the Subsidiaries, and/or any of
their respective present or former officers, directors, managers or employees.
6. AGREEMENT INADMISSIBLE AS EVIDENCE. This Agreement, its
execution, and its implementation may not be used as evidence, and shall not be
admissible, in any pending or subsequent proceeding of any kind involving the
Company or any of the Subsidiaries, on the one hand, and the Employee, on the
other hand, except one which either party institutes alleging a breach of this
Agreement.
7. CONFIDENTIALITY. Except as may be specifically required by
law, the Company and Employee agree that neither of them shall, without the
prior written consent of the other, disclose, publish, indicate, or in any
manner communicate, the terms and provisions of this Agreement to any other
person or entity except: (a) as may be required by law; (b) by the Employee to
(i) his accountants and/or financial advisors to the extent necessary to prepare
his tax returns; (ii) his attorneys; and (iii) his spouse; and (c) by the
Company to its attorneys, and to
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its lenders and their counsel as required under existing contractual
obligations. Employee the Company each further agrees, on its own behalf, that
prior to any such authorized disclosure, the Employee or the Company (as the
case may be) will inform each such person to whom disclosure is to be made that
the terms of the Agreement are confidential, and will secure the agreement of
each such person to maintain the confidentiality of the terms and provisions of
the Agreement.
8. CONTRIBUTION AGREEMENT. All references in Section 7.2(b) of
that certain Contribution Agreement, dated as of September 22, 2003 among the
Company, the Employee and the other parties thereto (the "Contribution
Agreement"), to the payment of salary by the Company to the Employee shall be
deemed to constitute references to the payment of severance pay to the Employee
pursuant to this Agreement. The execution and delivery of this Agreement, and
the termination of employment of the Employee by virtue of this Agreement, shall
not constitute a breach or violation of the Contribution Agreement.
9. PUBLICITY. Neither the Company or any of the Subsidiaries, on
the one hand, or the Employee, on the other hand, shall issue any press release
or other publicity with respect to the termination of the Employee's employment
with the Company or the provisions of this Agreement, without the prior written
consent of the other party (which such other party may grant or withhold for any
reason or no reason). The parties agree that in the event of any inquiry
regarding the termination of Employee's employment with the Company, the Company
shall make no comment unless Winget previously consents to and approves in
writing the particular comment which the Company desires to make.
10. SEVERABILITY. The provisions of this Agreement shall be
severable and the invalidity of any provision shall not affect the validity of
the other provisions.
11. COSTS AND EXPENSES. Each party shall bear and pay his or its
own costs and attorneys fees with regard to this Agreement and any matters
covered herein.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof, and all
prior agreements, representations and warranties, or other matters with respect
to such subject matter are superseded hereby and merged into this Agreement.
13. AMENDMENT AND WAIVER. Any waiver of any right under this
Agreement must be in writing to be effective. This Agreement may be amended only
by a writing signed by the parties hereto. Any oral modification concerning this
Agreement shall be of no force or effect.
14. CONSTRUCTION. The language of all parts of this Agreement
shall in all cases be construed as a whole, according to its fair meaning, and
not strictly for or against either parties.
15. CHOICE OF LAW. This Agreement shall be governed by and
interpreted in accordance with law of the State of Michigan, without regard to
the law of conflicts of that State.
16. COUNTERPARTS. This Agreement may be executed in counterparts
and will be as fully binding as if signed in one entire document.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
VENTURE HOLDINGS COMPANY, L.L.C.
By: /s/ DAVID E. BARNES BY: /s/ KENNETH E. ANDERSON
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General Counsel Chief Financial Officer
/s/ Larry J. Winget
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Larry J. Winget
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