Employment Agreement
Maastricht, August 30, 1999
The undersigned:
o CompX International Inc., represented in this matter by Mr. J. S.
Compofelice, C.E.O., hereinafter to be called the "Employer"; and
o Mr. Wouter J. Dammers, born on April 9, 1952, and residing in Heiloo the
Netherlands, hereinafter to be called the "Employee";
WHEREAS:
o The employer wishes to employ Mr. Dammers as the President of its various
operations in Europe and other areas of the world, a/o as Managing Director
of Thomas Regout International B.V. which company will fulfill all of
Employers obligations as stated in and/or resulting from this employment
contract. o The parties hereby wish to document the employment contract in
writing.
HEREBY AGREE AS FOLLOWS:
1. As from September 20, 1999, Mr. Dammers will enter the company's
employment. This Employment Contract is concluded for an indefinite period,
but will in any event end on the day on which the Employee reaches the
retirement age. The first six months of this employment will be a trial
period. During that period, both parties may terminate this Employment
Contract without cause or compensation.
2. Employee's duties may change from time to time at the discretion of the
C.E.O. of CompX International Inc.
3. The gross annual salary is NLG 320,000 (three hundred and twenty thousand
Dutch guilders), including 8% holiday allowance, which salary will be paid
in 12 equal monthly installments in arrears.
4. The Employee will take part in the (performance) bonus system of CompX
International Inc. The bonus scheme applicable to the Employee fully
described Appendix 1 to this Employment Contract. The basic targets are the
following percentages of base pay: 25% at Level A; 50% at Level B; and 75%
at Level C.
5. The Employee may each year be granted employee share options with regard to
shares in CompX International Inc. listed on the New York Stock Exchange.
The employee share option scheme of CompX International Inc. is set out in
Appendix 2 to this Employment Contract. Initial grant will be 10,000 shares
subject to the approval of the Board of Directors of CompX at the next
regularly scheduled meeting.
6. Employee's base salary, target bonus percentages and stock options awards
will be reviewed periodically in accordance with the practices followed by
CompX International Inc. for its senior executives.
7. The Employee will be reimbursed for all ordinary and necessary business
expense incurred in accordance with the practices and policies at CompX
International Inc. and consistent with Dutch tax regulations.
8. Employer will provide the Employee with a company car with a catalogue
value of approximately NLG 100,000. All other costs will also be for the
company's account. The Employee is permitted to use the car for private
purposes.
9. The pension insurance rights are set out in Appendix 3, which will be
attached to this Employment Contract.
10. The company has taken out collective medical expenses insurance. If the
Employee takes part in this insurance, he will receive a compensation of
50% of the premium to be paid for full insurance on the basis of class 2B
for the parents and class 3 for the children.
11. In the even of sickness or disablement, Employer will continue to pay the
Employee his annual salary as described above for a period of one year,
increased by all perquisites attached thereto, on a net basis. The rules
applicable at the company on reporting sick and on medical inspections
apply accordingly.
12. Supplemental disablement insurance will be taken out in relation to the
amount by which the Employee's income exceeds the income limit under the
WAO (Dutch Disablement Benefits Act), without any costs being involved for
the Employee. The disablement pension amounts to 70% of the difference
between the most recently applicable annual salary and the most recently
applicable annual wage on which the benefits under the WAO are calculated.
The insured pension is subject to a maximum limit which in 1999 amounts to
fl. 102,434. In the event of partial disablement, the insured pension will
be proportionally lower.
13. If and in so far as the Employee can exercise any claim for damages against
one or more parties on the grounds of loss of salary with regard to his
disablement, the payments referred to above will be paid by way of
advances, subject to the condition that the Employee assign his claims up
to the amounts that he has thus received as advances to the company.
14. Accident insurance and business travel insurance policies have been taken
out for employees of Employer, without any costs being involved for them.
15. The Employee is entitled to 25 days' holiday a year, as well as 13 days in
connection with the reduction of working hours (ATV). Some of those days
are collectively fixed each year.
16. Employee acknowledges and agrees that he will not, without the prior
written consent of the Employer, at any time during the term of this
Agreement or any time thereafter, except as may be required by competent
legal authority or as required by the Employer to be disclosed in the
course of performing Employee's duties under this Agreement for the
Employer, use or disclose to any person, firm or other legal entity, any
confidential records, secrets or information related to the Employer or any
parent, subsidiary or affiliated person on entity (collectively,
"Confidential Information"). Confidential Information shall include,
without limitation, information about the Employer's Inventions, customer
lists, marketing, management information systems and production processes.
Employee acknowledges and agrees that all Confidential Information of
Employer and/or its affiliates that he may acquire will be received in
confidence and as a fiduciary of the Employer. Employee will exercise
utmost diligence to protect and guard such Confidential Information.
Employee agrees that he will not take with him upon the termination of his
employment with Employer, any document or paper, or any photocopy or
reproduction or duplication thereof, relating to any Confidential
Information.
17. Employer is entitled in the Netherlands and abroad to any patents arising
from inventions that the Employee may come up with during the term of his
employment and for a period of one year after its termination that are
related to the activities or products of Employer.
18. The Employee will make every effort to properly perform his work and will
accept management positions at the request of affiliated companies without
stipulating any compensation therefore. Termination of this Employment
Contract automatically implies termination of the work referred to here.
19. Upon termination of this Employment Contract for reasons other than cause,
the Employee shall observe a notice period of three months. Under current
legislation, the notice period to be observed by Employer is six months.
Severance pay in the event of termination for reasons other than cause
shall be six months of base pay before move takes place and one year
thereafter. Cause is defined as breach of Employee's fiduciary
responsibility and in engaging in illegal activity that causes harm to the
Employer. Notice of termination may be given only effective from the end of
a calendar month.
20. Employee will be reimbursed for the actual cost of moving to the Maastricht
general area including the normal cost of removal, commission and fees.
21. The Employee's work area covers several countries, but under this
Employment Contract the Netherlands must be regarded as his operational
base, which means that this Employment Contract is governed by Dutch law.
Agreed in Maastricht, the Netherlands, and drawn up in three original copies on
August 30, 1999.
CompX International Inc. Employee
/s/ Joseph S. Compofelice /s/ Wouter J. Dammers
- ------------------------------------- ------------------------------------
Joseph S. Compofelice Wouter J. Dammers
Chief Executive Officer
Appendix III to the Employment Contract concluded between CompX International
Inc. and Mr. Wouter J. Dammers
Pension
The pension insurance has been placed with the pension fund for the Metal
Industry PMI, up to the maximum amount to be insured at that pension fund.
The pensionable salary is set at the total gross annual income, minus the fixed
amount (10/7 x AOW (benefits under the Dutch General Old Age Pensions Act) for
married persons).
The pension rights under the pension fund of the Metal Industry PMI are:
a. an old age pension commencing at the age of 65, amounting to 1.75% of the
pensionable salary for each fictitious year of service yet to be worked
until the age of 65;
b. a widow's pension, amounting to 70% of the old age pension;
c. an orphans' pension, amounting to 20% of the insured widow's pension per
orphan, or to 40% in the even of full orphans, to be paid until the orphan
reaches the age of 18. At present, 7.6% of the premium due is payable by
the Employee.
You will not take part in our supplemental collective pension insurance, but
will continue an existing private policy. After the commencement of your
employment, that policy may be amended only with the Employer's permission.
All premiums are split 2/3 Employer, 1/3 Employee.
The premiums payable by you will be paid by means of monthly withholdings from
your salary.