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EXHIBIT 10.9(f)
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LARIZZA INDUSTRIES INC.
Suite 1040
201 W. Big Beaver Road
Troy, Michigan 48084
June 15, 1995
Edward W. Wells, Jr.
Suite 1040
201 W. Big Beaver Road
Troy, Michigan 48084
Dear Ed:
The Board of Directors of Larizza Industries, Inc. (the "Company") has
decided to provide you severance benefits if and when your employment with the
Company terminates as follows:
1. Right to Receive Benefits. You shall receive the severance
benefits described in paragraph 2 if at any time during the Period (as defined
in, and subject to, the provisions of paragraph 5) you terminate your
employment with the Company or the Company terminates your employment.
2. Severance Benefits. Severance benefits are:
(a) a continuation of your annual salary you were receiving at the
time of termination and an annual bonus (prorated if these benefits
terminate mid-year pursuant to paragraph 2(a)(i) below) equal in amount
and payable in the same manner as the most recent bonus which was
received by you from the Company in the then most recently completed
employment year, until the first to occur of,
(i) the date you first provide any services for compensation or
other remuneration to any entity or person who conducts a business
which is competitive with the Company's business, and
(ii) two years after the date of such termination;
provided, however, if your employment is terminated by you or the
Company during the second year of the Period, for any reason whatsoever,
the salary and bonus benefits provided for in this paragraph 2(a) shall
continue for one year after such termination and not the two years
provided for in paragraph 2(a)(ii), above.
(b) during the time in which severance payments are payable to you
pursuant to the preceding clause (a), medical, dental, life, disability
and prescription drug coverages/insurance presently offered to you as an
employee of the Company shall continue and shall be paid by the Company
as long as similar medical, dental, life, disability and prescription
drug coverages/insurance continues for Company executive employees. In
the event Company medical, dental, life, disability and prescription
drug coverages/insurance are unavailable to you for any reason, then the
Company shall
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June 15, 1995
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reimburse you up to 150% of your monthly medical, dental, life,
disability and drug coverages/insurance benefits costs based upon
similar coverages and costs provided when you were employed by the
Company;
(c) in addition, during the time in which severance payments
are payable to you pursuant to clause 2(a) above, or for a period
of one year after the termination of your employment, whichever is
shorter, you may retain the use of the automobile provided you during
your employment by the Company and all costs associated with this
automobile usage shall be borne by the Company. Payment for the costs
associated with this automobile usage shall be made in the same
manner following employment termination as these costs were handled
while you were employed with the Company.
Salary benefits will be payable in accordance with the Company's usual payroll
procedures covering you immediately before your termination.
3. Employment Status. Nothing in this Agreement changes the present
status of your continued employment with the Company or otherwise affects your
present employment status with the Company.
4. Benefits Exclusive. The severance benefits provided in this
Agreement are exclusive and in lieu of any other severance benefits to which
you may be entitled.
5. Period. Ronald T. Larizza ("RTL") presently owns and/or controls
at least 50% of the Common/voting Stock ("Stock") of the Company which
effectively provides RTL management control of the Company. RTL presently
contemplates the sale or disposition of substantial amounts of Stock causing
RTL the loss of management control of the Company ("Stock Sale"). In the
event a Stock Sale occurs before June 15, 1997, you shall be entitled to the
severance benefits as provided in paragraph 2, above, if your employment with
the Company terminates within two years of a Stock Sale (the "Period");
provided, however, if the Company terminates your employment within 90 days
before a Stock Sale, this termination will be deemed to have occurred within
the first year of the Period and you shall be entitled to the severance
benefits provided under paragraph 2 commencing on the date of the Stock Sale.
Notwithstanding the foregoing, if a Stock Sale is not closed before June 15,
1997, this Agreement and all of your rights and benefits under this Agreement
shall terminate and become null and void.
6. Modification. This Agreement is the complete agreement between us
and may be modified only by a written instrument executed by both of us.
7. Law. This Agreement will be governed by and construed in accordance
with the internal laws of the State of Michigan.
8. Successor Obligations. This Agreement will be binding upon and
inure to the benefit of the Company and its successors and assigns, and the
Company will require any successor to, or transferee of, all or substantially
all of its business or assets to assume all of the Company's obligations under
this Agreement (such successor or assign will be deemed, for purposes of this
Agreement, to be the Company). This Agreement will be binding upon you and will
inure to your benefit, but you may not assign this Agreement without the
Company's prior
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June 15, 1995
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written consent. Notwithstanding the terms of the Confidentiality Agreement
executed by the Company in June/July, 1995, after a Stock Sale, subject to the
terms of this Agreement, you may be employed by, or consult with, any entity or
person who executed a Confidentiality Agreement.
9. Duplicate Copies. This Agreement may be executed in counterparts,
both of which together will be deemed an original of this Agreement.
10. Severability. The provisions of this Agreement will be deemed
severable, and if any part of any provision is held illegal, void or invalid
under applicable law, such provision may be changed to the extent reasonably
necessary to make the provision, as so changed, legal, valid and binding. If
any provision of this Agreement is held illegal, void or invalid in its
entirety, the remaining provisions of this Agreement will not in any way be
affected or impaired but will remain binding in accordance with their terms.
If the terms of this Agreement are acceptable to you, please sign the
enclosed copy and return it to me, at which time this Agreement will become
effective.
Very truly yours,
WITNESSES: LARIZZA INDUSTRIES, INC.
/s/ PATRICK T. DUERR By: /s/ RONALD T. LARIZZA
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/s/ JANICE HAGEN Ronald T. Larizza
---------------------------------- Its: President
/s/ GINA GUARINO
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The terms of this Agreement are
agreed and accepted as of June 16,
1995
WITNESSES:
/s/ JANICE HAGEN /s/ EDWARD WELLS
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/s/ GINA GUARINO Edward W. Wells, Jr.
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