Exhibit 10.15
AMENDED AND
RESTATED
EMPLOYMENT
AGREEMENT
Thomas H. Madden
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (the “Agreement”) dated December 15,
2008 by and between Affinia Group Inc. (the “Company”)
and Thomas H. Madden (the “Executive”).
The Company and Executive previously
entered into an Employment Agreement dated July 21, 2005 (the
“Original Agreement”), and now desire to amend and
restate the Original Agreement, effective as of the date hereof as
set forth herein;
Executive desires to continue to be
employed by the Company and enter into such an
agreement;
In consideration of the premises and
mutual covenants herein and for other good and valuable
consideration, the parties agree as follows:
1. Term of Employment .
Subject to the provisions of Section 7 of this Agreement,
Executive shall be employed by the Company for a period commencing
on May 1, 2005 and ending on December 31, 2007 (the
“Employment Term”) on the terms and subject to the
conditions set forth in this Agreement; provided, however, that
commencing with December 31, 2007 and on each December 31
thereafter (each an “Extension Date”), the Employment
Term shall automatically be extended for an additional one year
period, unless the Company or Executive provides the other party
hereto 90 days prior written notice before the next Extension Date
that the Employment Term shall not be so extended.
2. Position .
a. During the Employment Term,
Executive shall serve as the Company’s Senior Vice President
and Chief Financial Officer. In such position, Executive shall have
such duties and authority as shall be determined from time to time
by the Board of Directors of the Company (the “Board”)
and the Chief Executive Officer of the Company. If requested,
Executive shall also serve as a member of the Board without
additional compensation.
b. During the Employment Term,
Executive will devote Executive’s full business time and best
efforts to the performance of Executive’s duties hereunder
and will not engage in any other business, profession or occupation
for compensation or otherwise which would conflict or interfere
with the rendition of such services either directly or indirectly,
without the prior written consent of the Board; provided
that nothing herein shall preclude Executive, subject to the prior
approval of the Board, from accepting appointment to or continue to
serve on any board of directors or trustees of any business
corporation or any charitable organization; provided in each
case, and in the aggregate, that such activities do not conflict or
interfere with the performance of Executive’s duties
hereunder or conflict with Section 8.
3. Base Salary . During the
Employment Term, the Company shall pay Executive a base salary at
the annual rate of $300,000, payable in regular installments in
accordance with the Company’s usual payment practices.
Executive shall be entitled to such increases in Executive’s
base salary, if any, as may be determined from time to time in the
sole discretion of the Board. Executive’s annual base salary,
as in effect from time to time, is hereinafter referred to as the
“Base Salary.”
4. Annual Bonus . With
respect to each full fiscal year during the Employment Term,
Executive shall be eligible to earn an annual bonus award (an
“Annual Bonus”) of eighty percent (80%) of
Executive’s Base Salary (the “Target Annual
Bonus”) upon the achievement of performance goals established
by the Board, payable at the time specified in the applicable bonus
award documentation (including any applicable deferral
arrangements). Executive may be entitled to greater Annual Bonus
for performance in excess targeted performance goals or a lesser
Annual Bonus for performance which does not meet such targeted
performance goals, in each case in the discretion of the
Board.
5. Employee Benefits . During
the Employment Term, Executive shall generally be entitled to
participate in the Company’s employee benefit plans (other
than any severance plan) as in effect from time to time
(collectively “Employee Benefits”), on the same basis
as those benefits are generally made available to other senior
executives of the Company.
6. Business Expenses . During
the Employment Term, reasonable business expenses incurred by
Executive in the performance of Executive’s duties hereunder
shall be reimbursed by the Company in accordance with Company
policies.
7. Termination . The
Employment Term and Executive’s employment hereunder may be
terminated by either party at any time and for any reason; provided
that Executive will be required to give the Company at least 30
days advance written notice of any resignation of Executive’s
employment. Notwithstanding any other provision of this Agreement,
the provisions of this Section 7 shall exclusively govern
Executive’s rights upon termination of employment with the
Company and its affiliates.
a. By the Company For Cause or By
Executive Resignation Without Good Reason .
(i) The Employment Term and
Executive’s employment hereunder may be terminated by the
Company for Cause (as defined below) and shall terminate
automatically upon Executive’s resignation without Good
Reason (as defined in Section 7(c)).
(ii) For purposes of this Agreement,
“Cause” shall mean (A) the Executive’s
continued failure to perform such Executive’s duties (other
than as a result of total or partial incapacity due to physical or
mental illness) which is not cured for a period of 10 days
following written notice by the Company or its affiliates to the
Executive of such failure, (B) conviction or plea of guilty or
no contest to a (x) felony, or (y) crime involving moral
turpitude or the property or business of the Company or its
affiliates, (C) willful malfeasance or willful misconduct in
performance of duties to the Company or its affiliates, or
(D) Executive’s breach of the provisions of Sections 8
or 9 of this Agreement.
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(iii) If Executive’s
employment is terminated by the Company for Cause, or if Executive
resigns without Good Reason, Executive shall be entitled to
receive:
(A) the Base Salary through the date
of termination;
(B) any Annual Bonus earned but
unpaid as of the date of termination for any previously completed
fiscal year, payable as set forth in Section 4
hereof;
(C) reimbursement for any
unreimbursed business expenses properly incurred by Executive in
accordance with Company policy prior to the date of
Executive’s termination; and
(D) such Employee Benefits, if any,
as to which Executive may be entitled under the employee benefit
plans of the Company (the amounts described in clauses
(A) through (D) hereof being referred to as the
“Accrued Rights”).
Following such termination of
Executive’s employment by the Company for Cause or
resignation by Executive without Good Reason, except as set forth
in this Section 7(a)(iii), Executive shall have no further
rights to any compensation or any other benefits under this
Agreement.
b. Disability or Death
.
(i) The Employment Term and
Executive’s employment hereunder shall terminate upon
Executive’s death and may be terminated by the Company if
Executive becomes physically or mentally incapacitated and is
therefore unable for a period of six (6) consecutive months or
for an aggregate of nine (9) months in any twenty-four
(24) consecutive month period to perform Executive’s
duties (such incapacity is hereinafter referred to as
“Disability”).
(ii) Upon termination of
Executive’s employment hereunder for either Disability or
death, Executive or Executive’s estate (as the case may be)
shall be entitled to receive:
(A) the Accrued Rights;
and
(B) a pro rata portion of any Annual
Bonus, if any, that Executive would have been entitled to receive
pursuant to Section 4 hereof in such year based upon the
percentage of the fiscal year that shall have elapsed through the
date of Executive’s termination of employment, payable when
such Annual Bonus would have otherwise been payable had
Executive’s employment not terminated.
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Following Executive’s
termination of employment due to death or Disability, except as set
forth in this Section 7(b)(ii), Executive shall have no
further rights to any compensation or any other benefits under this
Agreement.
c. By the Company Without Cause
or Resignation by Executive for Good Reason .
(i) The Employment Term and
Executive’s employment hereunder may be terminated by the
Company without Cause or by Executive’s resignation for Good
Reason.
(ii) For purposes of
this Agreement, “Good Reason” shall mean (A) the
failure of the Company to pay or cause to be paid Executive’s
Base Salary or Annual Bonus, when due hereunder or a reduction in
the Base Salary or Target Annual Bonus from the levels set forth in
Sections 3 and 4, respectively (other than any across the board
reduction in Base Salary and/or Annual Bonus of 15% or less which
similarly affects the four other highest paid executive officers of
the Company as of the date hereof, to the extent they are then
employed by the Company) (B) any substantial and sustained
diminution in Executive’s title, authority or
responsibilities from those described in Section 2 hereof or
(C) any relocation of Executive’s principal place of
employment by more than 50 miles from the Company’s current
offices in Ann Arbor, Michigan, without Executive’s consent;
provided that either of the events described in clauses
(A) and (B) of this Section 7(c)(ii) shall
constitute Good Reason only if the Company fails to cure such event
within 30 days after receipt from Executive of written notice of
the event which constitutes Good Reason; provided ,
further , that “Good Reason” shall cease to
exist for an event on the 60 th day following the later of its
occurrence or Executive’s knowledge thereof, unless Executive
has given the Company written notice thereof prior to such
date.
(iii) If Executive’s
employment is terminated by the Company without Cause (other than
by reason of death or Disability) or if Executive resigns for Good
Reason, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) subject to Executive’s
continued compliance with the provisions of Sections 8 and 9, an
amount equal to 1.5 times the sum of (x) Base Salary and the
Average Bonus (as defined below) paid as follows: (i) the
amount equal to 1 times the sum of Base Salary and the Average
Bonus shall be paid in equal monthly installments for 12 months
following the date of such termination of employment and
(ii) the amount equal to 0.5 times the sum of Base Salary and
the Average Bonus shall be paid on the first anniversary of the
date of such termination of employment in a lump sum cash payment;
provided that the aggregate amount described in this clause
(B) shall be reduced by the present value of any other cash
severance or termination benefits payable to Executive under any
other plans, programs or arrangements of the Company or its
affiliates. “Average Bonus” shall mean an amount equal
to the average of the Annual Bonuses paid to Executive hereunder
for the two most recently completed fiscal years preceding
Executive’s termination of employment (or if there has been
one, but less than two completed fiscal years during the Employment
Term, an amount equal to the average of the Annual Bonus hereunder
for the preceding completed fiscal year and the annual bonus
(excluding any special non-recurring bonuses or retention incentive
payments) paid to Executive in respect of calendar year 2004 from
Dana Corporation (including any pro-rata annual bonus paid to
Executive by the Company for the part of 2004 in which Executive
was employed by the Company) (the “2004 Annual Bonus”)
or if there have been no previously completed fiscal years during
the Employment Term, then an amount equal to the 2004 Annual
Bonus).
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(C) a pro rata portion of any Annual
Bonus, if any, that Executive would have been entitled to receive
pursuant to Section 4 hereof in such year based upon the
percentage of the fiscal year that shall have elapsed through the
date of Executive’s termination of employment, payable when
such Annual Bonus would have otherwise been payable had
Executive’s employment not terminated; and
(D) continued medical and dental
coverage at the Company’s cost (comparable to such coverage
provided by the Company to active executives of the Company) for a
period of 18 months after the date of such termination;
provided that if the Company is unable to provide such
coverage to Executive under the terms of its medical and dental
plans for any portion of such period, the Company may in lieu of
providing such coverage provide Executive with alternate coverage
during such period that is substantially comparable to such
coverage (without giving effect to any Company subsidy).
(E) If Executive’s employment
is terminated by the Company without Cause (other than by reason of
death or Disability) or if Executive resigns for Good Reason, in
each case, within twenty-four months following a Change of Control
(as defined in the Affinia Group Holdings Inc. 2005 Stock Incentive
Plan), Executive shall be entitled to receive, in addition to the
payments and benefits set forth in Section 7(c)(iii), a lump
sum cash payment equal to the excess, if any, of (A) the
product of (x) 1.5 times (y) the Target Annual Bonus over
(B) the product of (x) 1.5 times (y) the Average
Bonus, payable on the first anniversary of the date of such
termination of employment in a lump sum cash payment.
For purposes of this
Section 7(c), in the event such termination of employment
occurs as a result of a resignation by Executive for Good Reason
due to a reduction in Executive’s Base Salary or Target
Annual Bonus pursuant to Section 7(c)(ii)(A), the references
to Base Salary and Target Annual Bonus in Sections 7(c)(iii) and
7(c)(iv) shall be deemed to be references to Executive’s Base
Salary and Target Bonus immediately before such
reduction.
Following Executive’s
termination of employment by the Company without Cause (other than
by reason of Executive’s death or Disability) or by
Executive’s resignation for Good Reason, except as set forth
in this Section 7(c)(iii), or Section 7(c)(iv) if
applicable, Executive shall have no further rights to any
compensation or any other benefits under this Agreement.
d. Expiration of Employment
Term.
(i) In the event either party elects
not to extend the Employment Term pursuant to Section 1,
unless Executive’s employment is earlier terminated pursuant
to paragraphs (a), (b) or (c) of this Section 7,
Executive’s termination of employment under this Agreement
(whether or not Executive continues as an employee of the Company
thereafter) shall be deemed to occur on the close of business on
the day immediately preceding the next scheduled Extension Date and
Executive shall be entitled to receive:
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(A) if Executive is the party that
elected not to extend the Employment Term, Executive shall be
entitled to receive the (x) Accrued Rights and
(y) commencing upon the date of Executive’s termination
of employment with the Company (which, for the avoidance of doubt,
may occur after the expiration of the Employment Term), subject to
Executive’s continued compliance with the provisions of
Section 8 and 9, an amount equal to 1 times the Base Salary
paid in equal monthly installments for 12 months following the date
of such termination of employment; provided that the
aggregate amount described in this clause (y) shall be reduced
by the present value of any other cash severance or termination
benefits payable to Executive under any other plans, programs or
arrangements of the Company or its affiliates; and
(B) if the Company is the party that
elected not to extend the Employment Term, Executive shall be
entitled to receive (x) the Accrued Rights and
(y) commencing upon the date of Executive’s termination
of employment with the Company (which, for the avoidance of doubt,
may occur after the expiration of the Employment Term), subject to
Executive’s continued compliance with the provisions of
Sections 8 and 9, an amount equal to 1.5 times the Base Salary paid
as follows: (i) the amount equal to 1 times the Base Salary
shall be paid in equal monthly installments for 12 months following
the date of such termination of employment and (ii) the amount
equal to 0.5 times Base Salary shall be paid on the first
anniversary of the da
