EXHIBIT 10.19
RETIREMENT AGREEMENT
This is a Retirement Agreement ("Agreement") between Tower Automotive,
Inc., a Delaware corporation, ("Tower Automotive" or "Company") and Dugald K.
Campbell ("Mr. Campbell"), dated and signed by the parties as of the 17th day of
September, 2003 (the "Effective Date").
BACKGROUND
The Company was incorporated in March 1993 and acquired R.J. Tower
Corporation, its first acquisition, shortly thereafter. Since December 1993, Mr.
Campbell has served the Company as its President and Chief Executive Officer and
as a member of its Board of Directors. At the time of his employment, he
conveyed to the Board his desire to serve as the Company's chief executive
through the first decade of its growth. The growth of the Company's annual
revenues during his tenure attest to his success, having increased annual
revenues from about $61 million in 1993 to an estimated $2.8 billion in 2003.
Mr. Campbell has been active in his cooperation with the Company's
Nominating and Corporate Governance Committee in the search for his successor.
Ms. Kathleen Ligocki ("Ms. Ligocki") was elected by the Company's Board of
Directors as the Company's President and Chief Executive Officer, effective
August 18, 2003. Mr. Campbell is committed to work with Ms. Ligocki to assure an
effective and orderly transition of his duties and responsibilities. Mr.
Campbell will retire from the Company on June 30, 2004.
In recognition of Mr. Campbell's contributions, the Company desires to
provide certain retirement benefits for him. This Agreement will set forth the
mutual agreements of the parties regarding the terms, conditions, obligations
and benefits associated with Mr. Campbell's retirement.
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The parties agree as follow:
1. RETIREMENT DATE. Effective June 30, 2004, Mr. Campbell will retire
from his employment by Tower Automotive ("Retirement Date"). Except as set forth
in this Agreement, all Mr. Campbell's compensation and benefits terminate on the
Retirement Date.
2. RESIGNATIONS. Mr. Campbell submitted his resignation as the
Company's President and Chief Executive Officer effective August 18, 2003, which
was accepted by the Board of Directors. The Company has announced publicly the
appointment of Ms. Ligocki as successor to Mr. Campbell as President and Chief
Executive Officer of the Company. Mr. Campbell has submitted his resignation as
a director of the Company effective as of the Effective Date. Ms. Ligocki has
also succeeded Mr. Campbell as an officer, director and in all other positions
held by him in the subsidiaries, affiliates, and related entities of the
Company.
The Company and Mr. Campbell understand that Mr. Campbell will not
be nominated by the Board as a candidate to be elected as a director of the
Company at the 2004 annual meeting of the shareholders of the Company
3. ADDITIONAL ANNOUNCEMENTS. The timing, form, manner and content of
future public announcements, if any, containing additional material information
relating to Mr. Campbell's resignation or retirement will occur in a mutually
agreed-upon manner.
4. PERIOD OF TRANSITION AND COOPERATION. The Company and Mr. Campbell
agree that he will continue to be employed by Tower Automotive at his current
level of compensation and benefits until his Retirement Date, including any
annual bonus earned for 2003 in accordance with the Company's annual incentive
plan; provided, however, that he will not be entitled to:
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(a) Participate in or receive any bonus or other payments under
the Company's annual incentive plan for the year beginning January 1,
2004; or
(b) Receive any new equity-based awards, such as options or
restricted shares after the Effective Date, other than as expressly
provided in this Agreement.
Prior to his Retirement Date and during the three (3) consecutive year
period commencing on the Retirement Date (the "Advisory Period"), Mr. Campbell
agrees to cooperate with the Company in the orientation of, and transition of
his duties and responsibilities to, Ms. Ligocki. In addition, Mr. Campbell
agrees that during the Advisory Period, he will make himself reasonably
available to Tower Automotive to provide information, testimony and other
requested assistance to the Company with respect to any judicial or
administrative dispute, charge, lawsuit or other proceeding. During the Advisory
Period, he also agrees reasonably to remain on call to consult and advise the
Chairman of the Board and the Chief Executive Officer, with respect to business
issues and matters relating to the responsibilities of the Chief Executive
Officer or the Board.
5. RETURN OF COMPANY PROPERTY. Mr. Campbell agrees that promptly after
his Retirement Date, he will surrender to Tower Automotive all Company property
and records, including but not limited to all business opportunities,
confidential and proprietary information and trade secrets, that are in his
possession or control except, as the Company and Mr. Campbell mutually agree,
are necessary to provide services to the Company during the Advisory Period.
Subject to such exceptions, Mr. Campbell attests that as of his Retirement Date
he will not have retained any originals or copies of any confidential,
non-public Company records, whether in paper, electronic or other form.
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6. EXPENSE REIMBURSEMENT. Provided Mr. Campbell promptly provides
suitable written expense reports and documentation, the Company will promptly
reimburse him for all reasonable and necessary business expenses incurred prior
to the Retirement Date, and during the Advisory Period with respect to any
assistance or consultations requested by the Chairman of the Board or the Chief
Executive Officer.
7. LIABILITY INSURANCE COVERAGE AND INDEMNIFICATION. With respect to
Mr. Campbell's authorized activities and duties while employed by Tower
Automotive and while serving as a director of Tower Automotive, nothing in this
Agreement shall deprive Mr. Campbell of the benefits of Tower Automotive's
existing officer and director liability insurance coverage, nor of any right to
indemnification under Tower Automotive's Articles of Incorporation, By-laws or
the written Indemnification Agreement between the Company and Mr. Campbell.
8. RETIREMENT PAYMENTS AND BENEFITS. Tower Automotive agrees to provide
Mr. Campbell with the following retirement benefits. The provision of each of
these benefits is contingent on Mr. Campbell signing, not revoking, and abiding
by this Agreement and the attached ADEA Waiver. The Company will not be
obligated to provide any benefits until after the seven-day revocation period
set forth in the ADEA Waiver has expired.
(a) Equity and Cash Retirement Benefits.
(i) Stock Units Credited Under DISP Plan. As of the date of
this Agreement, the Company grants to Mr. Campbell and will credit
(A) to Mr. Campbell's Basic Account in the Company's Key Leadership
Deferred Income Stock Purchase Plan ("DISP Plan"), the number of
stock units determined by dividing $1,500,000 by the closing market
price on the NYSE of the Company's
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common stock on that date, and (B) to his Premium Account, the
number of stock units determined as provided in the DISP Plan
related to the foregoing credit to his Basic Account. As provided in
the DISP Plan, the stock units credited to his Basic Account will be
fully vested, and the stock units credited to his Premium Account
will vest according to the applicable provisions of the DISP Plan.
(ii) Cash Payment. Mr. Campbell will be paid Four Hundred
Thousand Dollars ($400,000) in 2005 and Four Hundred Thousand
Dollars ($400,000) in 2006 in eight (8) quarterly installments of
One Hundred Thousand Dollars ($100,000) each, on the first day of
January, April, July and October in the years 2005 and 2006. Mr.
Campbell shall have one opportunity to elect to defer any or all of
such cash payments for periods of not more than two (2) years from
their respective due dates, by delivering notice to the Company at
least twelve (12) months prior to the due date of the payment or
payments to be deferred. No interest shall accrue or be payable in
connection with any cash payments, whether or not due dates are
deferred.
(b) Group Health Plans.
(i) Mr. Campbell will have the right to elect to continue
his group health, dental and vision insurance coverage for himself
and eligible dependants pursuant to COBRA. Any COBRA coverage will
be at Mr. Campbell's sole expense.
(ii) Mr. Campbell will have the right to elect to become a
participant under the R. J. Tower Retiree Health Care Plan. Mr.
Campbell will pay the full premium to provide coverage for himself
and his wife until he reaches age sixty-
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two (62), and beginning at that time the Company will contribute One
Hundred Ten Dollars ($110) per month toward the premium for such
coverage until he attains age sixty-five (65).
(c) Compensation and Retirement Plans. Mr. Campbell's benefits, as
a participant in the following Company plans, will vest and otherwise be
determined and distributed strictly in accordance with the terms and
conditions of each of such plans and of any agreements representing awards
granted to Mr. Campbell under any of such plans:
(i) Options and restricted shares issued to him and
currently outstanding under the Tower Automotive Long Term Incentive
Plan (effective March 1, 1999), but excluding options surrendered by
Mr. Campbell pursuant to Paragraph 9 of this Agreement.
(ii) Shares purchased by him pursuant to the Colleague Stock
Discount Purchase Plan.
(iii) Benefits deferred and earned under the DISP Plan.
(iv) Performance cash award amounts accrued under the Tower
Automotive Performance Cash Plan as applied to performance period
2001-2002, the final installment of which is payable to him in 2004.
(v) Performance cash award amounts, if any, to be earned
under the Tower Automotive Performance Cash Plan as applied to
performance period 2003-2004, prorated, as provided in such Plan,
payable in equal installments in 2005 and 2006.
(vi) Benefits under the Tower Automotive Retirement Plan and
Supplemental Employee Retirement Plan.
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9. SURRENDER OF STOCK OPTIONS. Effective as of the date of this
Agreement, Mr. Campbell agrees to forfeit and surrender to the Company for
cancellation the following stock options granted to him under the Company's 1999
Long Term Incentive Plan:
Number of Shared
Currently
Date of Grant Number of Shares Exercise Price Exercisable
- ------------- ---------------- -------------- -----------
3/08/2000 200,000 $13.19 150,000
3/01/2001 165,700 $11.33 82,850
5/15/2002 165,000 $13.75 41,250
Mr. Campbell has not purchased any of the shares covered by these options.
10. RELEASE. Except as prohibited by law, Mr. Campbell releases Tower
Automotive, its subsidiaries, related and affiliated entities, along with their
former and current owners, directors, officers, employees, agents, insurers, and
representatives from any and all administrative, judicial, common law,
equitable, and/or statutory claims (whether known or unknown) under federal,
state, or local laws, and which arose from or relate to his employment by or
retirement from Tower Automotive. This Release is not revocable and shall be
effective immediately as to all waivable claims, other than any claims that Mr.
Campbell may have under the federal Age Discrimination in Employment Act
("ADEA").
As to any claims under the ADEA, no release will be effective unless
Mr. Campbell signs the additional ADEA Waiver which is attached. Mr. Campbell
will have twenty-one (21) days in which to consider the attached ADEA Waiver and
acknowledges that he has been advised to consult with an attorney prior to
signing the ADEA Waiver. Mr. Campbell will have seven (7) days after he signs
the ADEA Waiver in which to exercise his right to revoke the ADEA Waiver. The
ADEA Waiver will not become enforceable until that seven-day period has expired.
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If, however, Mr. Campbell fails to sign the ADEA Waiver, or if he
timely revokes the ADEA Waiver, Tower Automotive, in its sole discretion, may
revoke this entire Agreement, or enforce or abide by the remaining provisions of
this Agreement as written. If the Company revokes the entire Agreement and if,
prior to revocation, any benefits under this Agreement have been provided by the
Company to Mr. Campbell or provided by Mr. Campbell to the Company, such
benefits shall be returned or cancelled, as the case may be.
11. CONFIDENTIAL AND PROPRIETARY INFORMATION. Mr. Campbell agrees that
unless he receives prior written consent from the Chief Executive Officer of
Tower Automotive, he will not disclose to any person outside Tower Automotive's
employment, nor will he make any unauthorized use of (whether for the benefit of
himself or others) any of Tower Automotive's confidential and proprietary
information. Tower Automotive's confidential and proprietary information
includes, but is not limited to, any non-public information pertaining to:
(a) Inventions, trade secrets, business information, data, logic
diagrams, flowcharts, prototypes, sketches, formula, algorithms, know-how,
improvements, discoveries, developments, designs, mask works, writings,
art designs, prints, labels, works of art, audiovisual works, other works
of authorship and techniques, whether conceived, created or invented by
Mr. Campbell, and whether or not reduced to practice;
(b) Nonpublic information regarding research, development, new
products, marketing and selling, manufacturing processes, business plans
and strategy, proposals, budgets, unpublished financial statements,
licenses, contracts, prices and costs, suppliers, customers, customer
lists; and,
(c) Non-public information regarding the skills and compensation
of other employees of Tower Automotive.
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In addition, Mr. Campbell remains bound by any non-conflicting terms of any
prior confidentiality agreement that he entered into with the Company.
12. AGREEMENT NOT TO COMPETE/NO SOLICITATION. Beginning on the date of
this Agreement and for a period of three (3) consecutive years commencing on the
Retirement Date, Mr. Campbell agrees that he will not directly or indirectly
become self-employed, employed by, serve as a director for, consult with,
finance, take an ownership interest in, or otherwise work or perform services
for or assist any entity or enterprise that is or is planning to become in
competition with Tower Automotive. In addition, during the same period, Mr.
Campbell agrees that he will not directly or indirectly solicit, induce or
attempt to induce any employee of Tower Automotive to leave his or her
employment with Tower Automotive. Nothing in this paragraph shall prohibit Mr.
Campbell from owning 5% or less of the voting stock of any publicly traded
corporation.
13. CONFIDENTIALITY. Unless and until the Company files this Agreement
with the Securities and Exchange Commission or otherwise discloses it or its
contents publicly, Mr. Campbell agrees that he and his agents will keep the
terms and content of this Agreement confidential. He may, however, disclose the
terms and content of this Agreement to his attorney, accountant, spouse, to
federal, state, or local agencies that inquire about this Agreement, or as may
be lawfully ordered by a court of competent jurisdiction.
14. NON-DISPARAGEMENT AND NON-INTERFERENCE. Mr. Campbell agrees that he
will not disparage, criticize, condemn, or impugn Tower Automotive, its related
and affiliated companies, their products nor any of the other persons released
through this Agreement. In addition, Mr. Campbell agrees that he will not
directly or indirectly interfere with, adversely affect, or attempt to interfere
with or adversely affect, Tower Automotive's business relationships, reputation,
contracts, pricing or other relationships that Tower Automotive has
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with its former, current or prospective customers, suppliers, clients,
employees, businesses, financial institutions, stockholders or others persons or
entities with whom Tower Automotive interacts or relates.
15. COMPLETE AGREEMENT. This Agreement is the complete agreement between
the parties with respect to the subject matter of this Agreement, and, except as
expressly stated otherwise in this Agreement, supersedes all prior employment
agreements, understandings or other agreements between the parties, whether oral
or written, dealing with the same subject matter.
16. MODIFICATION. No modification of this Agreement will be enforceable,
unless it is in writing, signed by Mr. Campbell and by the Chair of the Board
for Tower Automotive, or by other Company officer authorized by the Board.
17. VOLUNTARY AND KNOWING CONSENT. Mr. Campbell attests that he signed
this Agreement voluntarily, that he understands its content, meaning and effect,
and that he had the opportunity to consult advisors of his choice prior to
signing this Agreement.
18. NON-ADMISSION OF LIABILITY. By entering into this Agreement, Tower
Automotive does not admit that it acted wrongfully or violated any federal,
state, or local criminal or civil laws.
19. SEVERABILITY. If any term, clause, or provision of this Agreement is
deemed unlawful, void, or otherwise unenforceable or invalid by a competent
tribunal, that term, clause or provision shall be modified to make it
enforceable to the maximum extent permitted by law. If not enforceable to any
degree, then only that term, clause, or provision shall be deemed ineffective
and thereby severed from the remainder of this Agreement. The remaining terms,
clauses, and provisions of this Agreement shall remain in full effect, to the
maximum extent permitted by law.
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20. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of Mr. Campbell, his personal representatives, heirs and assigns,
and the Company, its successors and assigns.
21. ARBITRATION. With the exception of claims to enforce paragraphs 5
(Return of Company Property), 11 (Confidential and Proprietary Information), 12
(Agreement Not to Compete/No Solicitation), 13 (Confidentiality) and 14
(Non-Disparagement and Non-interference), the parties agree that any dispute or
breach between them that arises under or pertains in any way to this Agreement
shall be resolved through arbitration. Any demand for arbitration must be made
in writing and must be received by the other party within 30 calendar days of
the date the demanding party knew of the alleged dispute or breach. The parties
agree that any claim not timely filed under this arbitration procedure is
waived. If Tower Automotive demands arbitration, Tower Automotive shall mail or
deliver such written notice to Mr. Campbell's last known home address as
directed in Paragraph 22 (Notices). If Mr. Campbell demands arbitration, Mr.
Campbell shall address such demand to the Chief Executive Officer of Tower
Automotive and mail or deliver it to Tower Automotive's corporate headquarters
in Grand Rapids, Michigan as directed in Paragraph 22 (Notices). The parties
will attempt to promptly agree on a single arbitrator to hear the dispute. If
agreement on an arbitrator cannot be reached within 30 calendar days, either
party may request a panel of arbitrators from the American Arbitration
Association ("AAA"). The arbitration shall be conducted under the auspices of
the AAA and any agreed-upon or selected arbitrator shall apply the AAA's
National Rules for the Resolution of Employment Disputes. The arbitrator shall
have subpoena power and have the authority to grant a reasonable period of
discovery prior to the arbitration hearing. Discovery may be conducted through
any means permitted under the Michigan Court Rules. The laws of
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the State of Michigan shall apply. Any AAA fees and the costs and expenses of
the arbitrator shall be shared equally by the parties. Each party shall be
responsible for his/its own attorney fees, expert witness fees and other
expenses associated with arbitration. The decision of the arbitrator shall be
final and binding. Judgment shall be entered in a court of competent
jurisdiction in accordance with the arbitrator's decision. If a party refuses to
arbitrate or to abide by an arbitrator's decision, the other party may seek a
court order from a court of competent jurisdiction to mandate the other party to
arbitrate or to mandate compliance with the arbitrator's decision. The
arbitration hearing shall be held in Grand Rapids, Michigan, or such other
location mutually agreed-to by the parties.
22. NOTICES. All notices and other communications shall be in writing;
shall be delivered by hand delivery to the other party or mailed by registered
or certified mail, return receipt requested, postage prepaid; shall be deemed
delivered on date of actual receipt; and shall be addressed as follows:
If to Mr.Campbell:
Dugald K. Campbell
4959 Winter Ridge Drive, S.E.
Ada, Michigan 48117
If to the Company:
Tower Automotive, Inc.
5211 Cascade Road, S.E., Suite 300
Grand Rapids, MI 49546
Attention: President
or such other address as either party shall have forwarded to the other party in
the manner stated above.
23. GOVERNING LAW AND JUDICIAL CLAIMS. This Agreement shall be governed
by and construed according to the laws of the State of Michigan. The parties
agree that any judicial
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actions filed against the other to enforce paragraphs 5 (Return of Company
Property), 11 (Confidential and Proprietary Information), 12 (Agreement Not to
Compete/No Solicitation), 13 (Confidentiality) and 14 (Non-Disparagement and
Non-Interference) shall be brought in a state or federal court situated in and
having jurisdiction over claims in Kent County, Michigan.
24. BOARD APPROVAL AND AUTHORIZATION. On September 17, 2003, the
Company's Board of Directors approved this Agreement and authorized it to be
executed on behalf of the Company by the Chairman of the Board.
/s/ Dugald K. Campbell
Date: September________, 2003 -------------------------
Dugald K. Campbell
Date: September________, 2003 Tower Automotive, Inc.
By: /s/ XXXXX
----------------------
Its: Chairman of the Bord
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ADEA WAIVER
In conjunction with the consideration provided in my Retirement Agreement,
and except as prohibited by law, I agree, knowingly and voluntarily, to waive
any and all claims that I might have under the Age Discrimination in Employment
Act of 1967, as amended, against Tower Automotive, Inc., its related and
affiliated entities, and their former and current owners, directors, officers,
employees, agents, insurers, and representatives, and which occurred on or
before the date of this ADEA Waiver. I understand that this Waiver does not
prevent me from later challenging the knowing and voluntary nature of this ADEA
Waiver, nor does this Waiver attempt to waive any rights that under applicable
law cannot be waived. I acknowledge that I have been advised to consult with an
attorney prior to signing this ADEA Waiver and have been provided twenty-one
(21) days within which to consider the ADEA Waiver. I further understand that I
have seven (7) days after I sign this ADEA Waiver in which to revoke the ADEA
Waiver.
/s/ Dugald K. Campbell
Date: Sept 17, 2003 -----------------------
Dugald K. Campbell
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