EXHIBIT 10.29
EXECUTIVE OFFICES (TECUMSEH LOGO)
Ed Buker
President and Chief Executive Officer
September 17, 2007
Mr. James Wainwright
71 Carnoustie Lane
Springboro, OH 45066
Dear Jim:
I am pleased you've decided to join Tecumseh Products Company, attached is the
"Term Sheet" for the Operating Executive position we have discussed. This has
been approved by the Board's Compensation Committee and if you agree, please
sign below and fax back to me at (5l7) 423-0200. Upon acceptance, you will
receive paperwork for the usual in-hiring process. I believe that your joining
our team will be a significant addition to the Company.
Best Regards,
Ed Buker
President and Chief Executive Officer
I hereby agree to this letter and term sheet
/s/ James E. Wainright
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James E. Wainright Date
Attachment
Las
100 E Patterson St,
Tecumseh, MI 49286
www.tecumseh.com
Phone: 517-423-8550/Fax: 517-423-8619
TERM SHEET
AUGUST 20, 2007
Company: Tecumseh Products Company
Executive: James Wainright
Position/Title: Top Operations Executive (exact title yet to be
agreed upon)
Term of Employment: "At will" employee with no employment agreement
and no fixed term, but Executive will be
covered by a formal change of control
agreement.
Compensation: Annual Base Salary: $400,000 payable in
accordance with normal payroll practices and
procedures of the Company, subject to normal
withholdings.
Annual Performance Bonus: Target bonus equal to
75 percent of salary paid during the year. The
actual bonus earned and paid will be dependent
on achievement of Company and individual
performance objectives. The maximum bonus
opportunity will be set at two (2) times the
target. Thus, actual bonuses may range from
zero to 150 percent of salary depending on
performance achievement. Bonuses will be
governed under a bonus plan that will be
approved by the Board of Directors and
shareholders. The bonus plan will be
administered by the Board, or a committee
thereof, which will have full and final
authority regarding the plan including, among
other matters, the establishment of annual
performance measures and goals.
Annual Long-Term Incentive Grants: Annual
grants of long-term incentives with a grant
date present value equal to 45 percent of the
annual base salary rate plus target bonus then
in effect. It is envisioned that such
incentives will be granted pursuant to the
Tecumseh Long-Term Incentive Plan that was
recently approved by the Board of Directors and
that will be presented to shareholders for
their review and approval early next year. The
Plan provides for the grants of stock options,
restricted stock, restricted stock units, stock
awards
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and performance shares/units/awards. The terms
and conditions of grants will be established by
the Board or a committee thereof at the time of
each such grant. In the event shareholders do
not approve the Plan, the Company will grant
either stock appreciation rights or contingent
cash-based performance awards of equivalent
value to the executive and will set the
specific terms and conditions of each such
award at the time of grants, which terms and
conditions are expected to mirror those that
would have applied to the annual equity grants.
Make-Whole Payment. Executive has represented
to the Company that as a result of his
resignation from his then current employer, in
order to accept the Company's offer of
employment and become employed by the Company,
Executive has become ineligible to receive
certain payments he was entitled to receive
from his former employer anticipated to be
Eighty Four Thousand Dollars ($84,000) the (the
"Make-Whole Amount"). Following the Effective
Date and subject to Executive's presentation of
appropriate documentation to the Company, the
Company agrees to pay the Mark-Whole Amount to
Executive not later than March 31, 2008.
Benefits: Executive will be provided with
health, disability and life insurance and
retirement, vacation and similar non-cash and
non-equity benefits available to other senior
executives.
Relocation Expenses: The Company will reimburse
the Executive for reasonable and documented
expenses incurred in connection with relocation
to the Detroit, Michigan area. The details of
relocation to be discussed prior to expenses
being incurred.
Compensation Upon
Voluntary Termination: Accrued but unpaid annual cash compensation and
vacation days, ability to exercise then vested
stock options and settlement of then vested
restricted stock units. All unvested options
and restricted stock units will be cancelled.
No provision will be made for severance.
Compensation Upon
Termination Without Cause: Accrued but unpaid annual cash compensation and
vacation days, plus a pro rata bonus for the
year of termination, plus one (1) times the
annual salary rate then in effect, plus the
right to exercise vested stock options for up
to 180 days following termination.
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Compensation In The
Event Of A Change Of Control: In the event of a Change of Control within the
Executive's first year of employment, one-half
(1/2) of all options and restricted stock
granted to the Executive will vest immediately.
In the event of a Change of Control following
the Executive's first year of employment, all
options and restricted stock granted to the
Executive will vest immediately. In addition,
the failure to offer the Executive an
equivalent position in the surviving entity
will entitle the Executive to resign and
receive additional compensation equal to one
times (1) the base salary rate then in effect
plus one times (1) the annual target bonus.
Compensation Upon
Termination For Cause: Accrued but unpaid annual cash compensation and
vacation days. All options and restricted stock
units, whether or not vested, will be
forfeited. Cause means any of the following:
(i) the Executives continuing substantial
failure to perform his duties for the Company
(other than as a result of incapacity due to
mental or physical illness) after a written
demand is delivered to the Executive by the
Company's Board of Directors; (ii) the
Executive's willful engaging in illegal conduct
or gross misconduct that is materially and
demonstrably injurious to the Company; (iii)
the Executive's conviction of a felony or his
plea of guilty or nolo contendere to a felony,
(iv) the Executive's willful and material
breach of his confidentiality obligations under
local law and/or Tecumseh's code of conduct; or
(v) Executive's physical or mental inability to
perform his essential job functions even with a
reasonable accommodation(s) for not less than
90 consecutive days.
Delay Of Severance Payments: To the extent (i) any post-termination payments
to which Executive becomes entitled under this
Agreement or any agreement or plan referenced
herein constitute deferred compensation subject
to Section 409A of the Internal Revenue Code of
1986, as amended (the "Code") and (ii)
Executive is deemed at the time of such
termination of employment to be a "specified
employee" under Section 409A of the Code, then
such payment will not be made or commence until
the earliest of (x) the expiration of the six
(6) month period measured from the date of
Executive's "separation from service" (as such
term is defined in Treasury Regulations under
Section 409A of the Code and any other guidance
issued under Section 409A of the Code) with the
Company; (y) the date Executive becomes
"disabled" (as defined in Section 409A of the
Code); and (z)
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the date of Executive's death following such
separation from service. Upon the expiration of
the applicable deferral period, any payments
which would have otherwise been made during
that period (whether in a single sum or in
installments) in the absence of this provision
(together with reasonable accrued interest)
will be paid to Executive or Executive's
beneficiary in one lump sum.