Exhibit 10.14
EMPLOYMENT AGREEMENT
This AGREEMENT is made as of May 7, 1998, by and between NN Ball & Roller,
Inc., a Delaware corporation, having its principal place of business located at
800 Tennessee Road, Erwin, Tennessee 37650 (the "Company") and Frank T.Gentry
III (the "Executive").
WITNESSETH:
WHEREAS, the Company's Board of Directors (the "Board") has determined that
it is in the best interest of the Company and its shareholders to employ the
Executive as Vice President - Manufacturing of the Company and the Executive
desires to serve in that capacity;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto,
intending to be legally bound, agree as follows:
1. EMPLOYMENT. The Company agrees to employ the Executive and the Executive
hereby agrees to be employed for the period of time set forth in Paragraph 2,
subject to the terms and conditions set forth herein.
2. TERM. Subject to the terms hereof, Company agrees to employ the
Executive for a period of two years commencing upon May 7, 1998 and expiring on
March 31, 2000 (the "Employment Term") (unless sooner terminated as provided
herein). The Employment Term shall be extended automatically from time to time,
on a rolling basis, for additional one year periods, unless either party gives
written notice of termination to the other at least six (6) months prior to the
date that the Employment Term is scheduled to expire.
3. POSITION AND RESPONSIBILITIES. The Executive shall serve as the Vice
President Manufacturing of the Company, reporting only to the Company's
President and Chief Executive Officer, and shall supervise the Company's
domestic and international manufacturing operations. The Executive shall also
have such other powers and duties as may from time to time be prescribed by the
Company's President and Chief Executive Officer.
4. DILIGENCE. Executive agrees to serve in the position referred to in
Paragraph 3 and to perform diligently the duties and services appertaining to
such office, as well as such additional duties and services appropriate to such
office which the parties mutually may agree upon from time to time.
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5. TIME. . Executive agrees to devote his entire working time and efforts
to the business and affairs of the Company and its affiliates and not to engage,
directly or indirectly, in any other business or businesses, whether or not
similar to that of the Company, except with the consent of the Board. The
foregoing notwithstanding, the parties recognize and agree that Executive (i)
may engage in personal investments, subject to any restrictions set forth in the
Non-Competition and Confidentiality Agreement referenced in Paragraph 8 and (ii)
subject to the prior consent of the Board, may serve on the board of directors
of other companies, provided such service does not conflict with the business
and affairs of the Company or interfere with Executive's performance of his
duties hereunder
7. COMPENSATION.
(a) SALARY. During the Employment Term, the Executive shall receive an
annual salary of $120,000.00 per year, which annual salary shall be subject to
such increases as the Board in its sole discretion may from time to time
determine (the "Annual Salary"). The Annual Salary shall be payable by the
Company in accordance with its regular compensation policies and practices for
paying executives.
(b) EXPENSES. During the term of his employment hereunder, the Executive
shall be entitled to be reimbursed for all reasonable business expenses incurred
by him in connection with his services hereunder, including but not limited to
expenses for entertainment and travel, in accordance with the policies and
procedures from time to time in effect for the Company's senior executive
officers. The Company retains the right to establish limits on the types or
amounts of business expenses that the Executive may incur.
(c) EMPLOYEE BENEFIT PROGRAMS. The Executive shall be entitled to
participate in all of the Company's employee benefit plans and programs
(including life, disability, and health insurance plans and programs and savings
plans and programs) to the extent his position, tenure, salary, age, health and
other qualifications make him eligible to participate, subject to the rules and
regulations applicable thereto. The Company retains the right to abolish or
alter the terms of any employee benefit programs, plans or policies that it may
establish, provided such abolition or amendment shall be applicable to the
senior officers of the Company generally.
(d) VACATION AND OTHER ABSENCES. The Executive shall be entitled to the
number of paid vacation days in each calendar year determined by the Company
from time to time for its senior executive officers generally. The Executive
shall also be entitled to all paid absences for holidays or illnesses in
accordance with the Company's plans, policies or provisions applicable to senior
executive employees.
8. CONFIDENTIALITY AND NON-COMPETITION. As a material inducement to the
Company entering into this Agreement, Executive hereby reconfirms and agrees to
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continue to be bound in all respects by the terms of that certain
Non-Competition and Confidentiality Agreement, dated ___________, between
Executive and the Company, a copy of which is attached hereto as Exhibit A.
9. TERMINATION OF EMPLOYMENT.
(a) DEATH OR DISABILITY. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Term. The Company
shall be entitled to terminate the Executive's employment because of the
Executive's disability during the Employment Term if, as a result of the
Executive's incapacity due to physical or mental illness (hereinafter
"Disability"), the Executive shall have been absent from his duties hereunder
for one hundred and twenty (120) days during any three hundred and sixty (360)
day period.
(b) TERMINATION BY COMPANY FOR CAUSE. (i) The Company may terminate the
Executive's employment during the Employment Term for Cause. "Cause" means:
A. the failure of the Executive to perform the Executive's duties
under this Agreement (other than as a result of physical or mental illness
or injury), which failure, if correctable, and provided it does not
constitute willful misconduct or gross negligence described in Subsection B
below, remains uncorrected for 10 days following written notice to
Executive by the Board of such breach;
B. willful misconduct or gross negligence by the Executive, in either
case that results in material damage to the business or reputation of the
Company;
C. a material breach by Executive of either this Agreement or that
certain Non-Competition and Confidentiality Agreement referenced in
Paragraph 8 which, if correctable, remains uncorrected for 10 days
following written notice to Executive by the Board of such breach; or
D. the Executive is convicted of a felony or any other crime involving
moral turpitude (whether or not in connection with the performance by
Executive of his duties under this Agreement).
(c) TERMINATION BY COMPANY WITHOUT CAUSE. The Company may terminate the
employment of Executive under this Agreement for any reason at any time.
(d) TERMINATION BY EXECUTIVE FOR GOOD REASON. (i) The Executive may
terminate employment for Good Reason. "Good Reason" means:
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A. assignment to the Executive of any duties inconsistent with
Executive's position, duties, responsibilities, title or office, or any
other action by the Company that results in a material diminution in the
Executive's position, authority, duties or responsibilities, excluding in
each case any assignment or action that is remedied by the Company within
10 days after receipt of notice thereof from the Executive; or
B. any material failure by the Company to comply with this Agreement,
other than a failure that is remedied by the Company within 10 days after
receipt of notice thereof from the Executive.
(e) VOLUNTARY TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. Executive may
at any time terminate his employment under this Agreement without Good Reason.
(f) NOTICE OF TERMINATION. If Company or Executive desires to terminate
Executive's employment hereunder at any time, it or he shall do so by giving
written notice to the other party (following the expiration of any applicable
cure periods) that it or he has elected to terminate Executive's employment
hereunder and stating the effective date and reason for such termination. Any
termination by Executive of his employment without Good Reason shall be made on
not less than 14 days' notice.
10. EFFECT OF TERMINATION.
(a) VOLUNTARY TERMINATION BY EXECUTIVE; TERMINATION FOR CAUSE; DEATH OR
DISABILITY. In the event that Executive's employment is terminated pursuant to
Paragraphs 9(a), 9(b) or 9(e), on the date of termination, the Company shall be
liable to Executive as follows:
(i) Executive shall be entitled to receive the Annual Salary due to
him through the date of termination of his employment.
(ii) Any vested rights of Executive shall be paid to Executive in
accordance with the Company's plans, programs or policies. Without limiting the
foregoing, in the event of the termination of Executive's employment due to
death or disability (Paragraph 9(a)), the rights and benefits of Executive (or
his designated beneficiary or representatives, as applicable) under any Company
life, health and long-term disability plans and policies shall be determined in
accordance with the terms and provisions of such plans and policies.
(iii) The Company shall promptly reimburse Executive for any and all
reimbursable business expenses (to the extent not already reimbursed) upon
Executive's properly accounting for the same.
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(b) TERMINATION WITHOUT CAUSE, TERMINATION BY EXECUTIVE FOR GOOD REASON. In
the event that the Company terminates Executive's employment without Cause
pursuant to Paragraph 9(c) or Executive terminates his employment with the
Company pursuant to Paragraph 9(d), the Company shall be liable as follows:
(i) Executive shall be entitled to receive the Annual Salary due to
him through the date of termination of his Employment. In addition, Executive
shall be entitled to receive continued monthly payments of his Annual Salary,
based on the Annual Salary in effect, on the date of termination, until the
first anniversary of the date of termination.
(ii) Any vested rights of Executive shall be paid to Executive in
accordance with the Company's plans, programs or policies.
(iii) The Company shall promptly reimburse Executive for any and all
reimbursable business expenses (to the extent not already reimbursed) upon
Executive's properly accounting for the same.
(iv) Executive and/or the Executive's family shall be entitled to
receive health benefits (as contemplated by Paragraph 7(c) hereof) until the
first anniversary of the date of termination at least equal to those which would
have been provided to them in accordance with this Agreement if Executive's
employment had not been terminated PROVIDED that the Company's obligation to
provide such benefits shall be reduced by any comparable benefits (or amounts
received by Executive in respect thereof) received by Executive under the terms
of new employment undertaken by Executive after termination and prior to the
first anniversary of the date of termination; and provided further, that the
terms of the Company's health insurance plans shall be subject to amendment
during such period, to the extent that such amendments are applicable to the
executive officers of the Company generally.
(c) LIMIT ON COMPANY LIABILITY. Except as expressly set forth in this
Paragraph 10, the Company shall have no obligation to Executive under this
Agreement following a termination of Executive's employment with the Company.
Without limiting the generality of the provision of the foregoing sentence, the
Company shall not, following a termination of Executive's employment with the
Company, have any obligation to provide any further benefit to Executive or make
any further contribution for Executive's benefit except as provided in this
Paragraph 10.
11. COMPANY PROPRIETARY RIGHTS.
(a) COMPANY TO RETAIN RIGHTS. Executive agrees that all right, title and
interest of every kind and nature whatsoever in and to copyrights, patents,
ideas, business or strategic plans and concepts, studies, presentations,
creations, inventions, writings, properties, discoveries and all other
intellectual property conceived by Executive during
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the Employment Term and pertaining to or useful in or to (directly or
indirectly) the activities of the Company (collectively, "Company Intellectual
Property") shall become and remain the exclusive property of the Company, and
Executive shall have no interest therein.
(b) FURTHER ASSURANCES. At the request of the Company, Executive shall, at
the Company's expense but without additional consideration, execute such
documents and perform such other acts as the Company may deem necessary or
appropriate to vest in the Company or its designee such title as Executive may
have to all Company Intellectual Property in which Executive may be able to
claim any rights by virtue of his employment under this Agreement.
(c) RETURN OF MATERIAL. Upon the termination of the Employment Term,
including any termination of employment described in Paragraph 9, the Executive
will promptly return to the Company all copies of information protected by
Paragraph 11(a) hereof or by Paragraph 3(a) of the Non-Competition and
Confidentiality Agreement referenced in Paragraph 8, which are in his
possession, custody or control, whether prepared by him or others, and the
Executive agrees that he shall not retain any of same.
12. REPRESENTATION AND WARRANTY OF EXECUTIVE. Executive represents and
warrants to the Company that he is not now under any obligation, of a
contractual nature or otherwise, to any person, partnership, company or
corporation that is inconsistent or in conflict with this Agreement or which
would prevent, limit or impair in any way the performance by him of his
obligations hereunder.
13. ASSIGNMENT. This Agreement, and the rights and obligations of the
parties hereunder, are personal and neither this Agreement, nor any right,
benefit or obligation of either party hereto, shall be subject to voluntary or
involuntary assignment, alienation or transfer, whether by operation of law or
otherwise, without the prior written consent of the other party; provided,
however, that Company may assign this Agreement in connection with a merger or
consolidation involving Company or a sale of substantially all its assets to the
surviving corporation or purchaser, as the case may be, so long as such assignee
assumes Company's obligations hereunder.
14. WITHHOLDING. Payment of Executive's Annual Salary and payment or
provision of other compensation to Executive pursuant hereto shall be subject to
such reporting and withholding for applicable taxes as is required by law.
15. CERTAIN EXPENSES. Company, on or before the date hereof, shall pay
directly or reimburse Executive (at Executive's discretion) for the actual legal
fees and other costs and expenses, if any, incurred by Executive in connection
with the preparation, finalizing and execution of this Agreement.
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16. SEVERABILITY. In the event that any provision or portion of this
Agreement is determined to be invalid or unenforceable for any reason, in whole
or in part, the remaining provisions of this Agreement will be unaffected
thereby and will remain in full force and effect to the fullest extent permitted
by law.
17. NOTICES. For all purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given, in the case of a notice to the Company, when delivered to
the Company at the following address, and in the case of a notice to Executive,
when received by Executive, and in both cases addressed as follows:
If to Company, to: NN Ball & Roller
800 Tennessee Road
Erwin, Tennessee 37650
Attention: Chairman of the Board
If to Executive, to: Frank Gentry
430 Ohio Ave
Erwin, TN 37650
18. MODIFICATIONS AND WAIVERS. No provision of this Agreement may be
modified or discharged unless such modification or discharge is authorized by
the Board and is agreed to in writing, signed by the Executive and by an officer
of the Company duly authorized by the Board. No waiver by either party hereto of
any breach by the other party hereto of any condition or provision of this
Agreement to be performed by such other party will be deemed a waiver of similar
or dissimilar provisions or conditions at the time or at any prior or subsequent
time.
19. ENTIRE AGREEMENT. This Agreement and the Non-Competition and
Confidentially Agreement constitute the entire understanding of the parties
hereto with respect to their subject matter. This Agreement and the
Non-Competition and Confidentiality Agreement supersede all prior agreements
between the parties hereto with respect to their subject matter.
20. GOVERNING LAW. This Agreement will be governed by the laws of the State
of Tennessee without regard for its conflict of laws rules.
21. COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts, each of which will be deemed to be an original but all of
which together will constitute one and the same instrument.
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22. HEADINGS, ETC. The section headings contained in this Agreement are for
convenience of reference only and will not be deemed to control or affect the
meaning or construction of any provision of this Agreement. Reference to
Paragraphs are to Paragraphs in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written
NN BALL & ROLLER, INC.
By: /s/ Roderick R. Baty
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Title: President/CEO
Frank T. Gentry III
By: /s/ Frank Gentry
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