1
EXHIBIT 10.5
BMG NORTH AMERICA LIMITED
1574 Eagle Street North
Cambridge, Ontario Canada N3H 4S5
November 24, 1995
Mr. Larry C. Cornwall
2090 Kingsway Drive
Troy, MI 48098
Dear Larry:
Don Holton and I are pleased to extend you an offer for full time
employment at BMG North America Limited ("BMG") as Senior Vice President-Sales
and marketing, based in the Metro-Detroit area. The parameters of your
employment will be:
1. Position: Senior Vice President - Sales and Marketing. In this
position you will be a member of the Senior Executive Team
reporting directly to the President or other Senior Executive as
directed by the Board of Directors.
2. Responsibilities: You will be responsible for managing BMG's
existing sales activities regarding its current book of business,
obtaining additional business, and positioning BMG as a leader in
the automotive metal forming industry.
3. Compensation:
Base Salary: $120,000 per annum paid bi-weekly
Bonus Potential: Up to 50% of base salary determined by
the Board of Directors based upon
corporate objectives and agreed to
personal goals.
4. Equity Participation:
Stock Purchase: You shall be eligible to purchase
1,500 shares (equivalent to about
2% of Oxford's investors' equity
interest in BMG) at a price of
approximately $20,000. These shares
shall be subject to a shareholder
agreement and repurchase arrangements
with penalty clauses should you not be
part of BMG for five years.
Equity Participation: You shall be eligible for 138,937
units of the Equity Participation Plan
(equivalent to approximately 1% of
Oxford Investors' equity interest) at
no cost with a vesting
2
period of two years subject to attainment of specific
corporate financial goals.
5. Benefits: You will be entitled to benefits similar to all
other employees, including health and dental
insurance and other benefit programs.
6. Vacation: You will be entitled to four weeks vacation with
no "carry-forward" provisions.
7. Severance: You will sign an At-Will Employment acknowledgment
and can be terminated at any time with or without
cause for any reason whatsoever and without
notice. Severance arrangements will reflect
Canadian law or three months pay, whichever is
longer.
8. Car: You will be entitled to a car allowance under the
BMG Employee Automobile Policy. This allowance
will include insurance costs, repairs, lease
payments, etc. and will total $700 per month.
Reimbursement for gas, etc. shall be in accordance
with BMG's Expense Policy.
Larry, we believe that, as our partner, you will build a leading-edge
sales and marketing organization for BMG and lead the company into the 21st
Century. You will be entering on the "ground floor", and as we and the company
grow and expand, so your responsibilities and value in the business should
grow. This is an opportunity for you to operate as an owner and direct a sales
force that will become the envy of the industry.
We look forward to working with you. Please sign below should you agree
to the above terms and fax a copy of this letter to (810) 540-7280. If you
have any questions, please call at (910) 540-0031. This letter shall terminate
if not executed by November 27, 1995.
Sincerely,
Selwyn Isakow
Chairman
I agree to the terms and content of this letter.
- ---------------------------
Larry C. Cornwall