Exhibit
10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is made as of the
day of
, 20 , by and between
(the “Employee”) and BRIGGS & STRATTON
CORPORATION, a Wisconsin corporation with its corporate office in
Wauwatosa, Wisconsin (the “Company”).
WHEREAS, the Company desires to
employ Employee in the business of manufacturing, selling and
servicing gasoline powered engines or in such other businesses as
the Company may from time to time engage (the
“Business”), and Employee desires to be employed by the
Company for such purpose; and
WHEREAS, Employee shall have access
to confidential financial information, trade secrets and other
confidential and proprietary information of the Company;
NOW, THEREFORE, the parties agree as
follows:
1.
EMPLOYMENT
1.1 Duties. The Company shall
employ Employee upon the terms and conditions set forth in this
Agreement. Employee shall have such duties at such work locations
as may be assigned to Employee from time to time by the
Company.
1.2 Best Efforts. Employee
agrees to devote his best efforts and his full time and attention
to the performance of his duties under this Agreement, and to
perform such duties in an efficient, trustworthy and businesslike
manner.
1.3 Duty to Act in the Best
Interest of the Company. Employee shall not act in any manner,
directly or indirectly, which may damage the business of the
Company or which would adversely affect the goodwill, reputation or
business relations of the Company with its customers, the public
generally or with any of its other employees.
2. TERM OF
EMPLOYMENT
2.1 Term. The term of
Employee’s employment with the Company under this Agreement
shall commence as of
, 20
(the “Effective Date”),
and shall expire January 1, 20
(“Expiration Date”). In the event that neither the
Company nor the Employee shall give written notice to the other
party by December 1 of each year that this Agreement shall not
be further extended, the Expiration Date shall be automatically
extended by one additional year. If such notice is given, this
Agreement shall expire on the last determined Expiration Date.
Notwithstanding the foregoing, this Agreement and Employee’s
employment may be terminated at any time as provided for in
Sections 2.2, 2.3 or 2.4 of this Agreement.
2.2 Termination for Cause.
The Company shall have the right to terminate this Agreement and
Employee’s employment for the following causes (each a
“Termination for Cause”):
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(a)
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Conviction of
Employee for, or entry of a plea of guilty or nolo contendere by
Employee with respect to, any felony or any crime involving an act
of moral turpitude;
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(b)
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Engaging in any
act involving fraud or theft;
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(c)
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Conduct which
is detrimental to the reputation, goodwill or business operations
of the Company;
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(d)
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Neglect by
Employee of his duties or breach by Employee of his duties or
intentional misconduct by Employee in discharging such
duties;
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(e)
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Employee’s continued absence from his
duties without the consent of the Employee's supervisor after
receipt of notification from the Company, other than absence due to
bona fide illness or disability as defined herein;
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(f)
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Employee’s failure or refusal to comply
with the directions of his supervisor or with the policies,
standards and regulations of the Company, provided that such
directions, policies, standards or regulations do not require
Employee (i) to take any action which is illegal, immoral or
unethical or (ii) to fail to take any action required by
applicable law, regulations or licensing standards; or
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(g)
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Employee’s breach of the restrictive
covenants set forth in Section 5 of this Agreement;
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provided, however, that termination
of Employee for an act or omission described in subparagraphs
(c) through (g) above shall not constitute a valid
Termination for Cause unless Employee shall have received written
notice on behalf of the Board of Directors of the Company by its
Chairman or designee stating the nature of the conduct forming the
basis for termination and affording Employee 10 days to correct the
act or omission described. Unless Employee cures such act or
omission to the satisfaction of the Company, such Termination for
Cause shall be effective immediately upon the expiration of the 10
day period. Upon the effectiveness of any Termination for Cause by
the Company, payment of all compensation to Employee under this
Agreement shall cease immediately (except for any payment of
compensation accrued but unpaid through the date of such
Termination for Cause).
2.3 Termination by the Company
Without Cause.
(a) The Company shall have the right
to terminate this Agreement and Employee’s employment without
cause upon 10 days’ written notice to Employee. If the
Company terminates this Agreement and Employee’s employment
without cause pursuant to this Section 2.3, Employee shall
receive in a single lump sum within 30 days after the date of
termination an amount equal to the Base Compensation, as that term
is defined in Section 3.1 of this Agreement, the Employee
would have received for the remainder of the
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then current term of this Agreement had the
Employee not been terminated, and for the remainder of such term
shall be entitled to continue pre-existing coverage for himself and
any dependents under any applicable medical plans described in
Section 3.4 of this Agreement as long as the Employee
continues to make the same monthly payments and copayments which
would have been applicable if the Employee’s employment had
not been terminated. Following the date of termination of
employment, Employee shall not receive any further compensation
pursuant to Sections 3.2, 3.3 or the non-medical benefits described
in Section 3.4 of this Agreement except as required by the
terms of such benefit plans. In the event of termination without
cause, Employee acknowledges that the Company shall have no
liability to the Employee whatsoever other than its obligation to
make the lump sum payment described above and to provide
continuation of coverage under any applicable medical plans for the
remainder of the then current term of this Agreement, and
subsequently to provide the Employee with medical benefits under
the Consolidated Omnibus Budget Reconciliation Act of 1985 as
amended (“COBRA”) and other benefits to which the
Employee may be entitled under the terms of any benefit plan or
arrangement in accordance with the terms thereof notwithstanding
termination of his employment.
(b) It is intended that
(i) each payment or installment of payments provided under
this Agreement is a separate “payment” for purposes of
Internal Revenue Code Section 409A and (ii) the payments
satisfy, to the greatest extent possible, the exemptions from the
application of Section 409A, including those provided under
Treasury Regulation Sections 1.409A-1(b)(4) (regarding short-term
deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year
exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and
other separation pay). Any amounts which don’t meet the short
term deferral exception but do meet the two-times/two year
exception shall be paid no later than the last day of the second
year following the year in which occurs the date of termination.
Notwithstanding anything to the contrary in this Agreement, if any
payments to be provided to Employee do not qualify under the
exemptions from Section 409A described in the first sentence
of this paragraph (b) and are not otherwise exempt from
Section 409A, then such nonqualifying payments shall be
delayed until the date that is six (6) months after the date
of termination. Any delayed payments shall be made in a lump sum on
the first day of the seventh month following the date of
termination.
(c) Notwithstanding paragraph
(a) above, if the provision of medical benefits coverage
pursuant to paragraph (a) above would be discriminatory within
the meaning of Section 105(h) of the Internal Revenue Code,
then to the extent necessary to prevent such discrimination, the
Employee shall pay the full cost of such coverage (including both
the normal Employee and Company share) and shall not be reimbursed
by the Company for doing so.
(d) In order to facilitate
compliance with Section 409(A) of the Internal Revenue Code
and notwithstanding any other provision of this Agreement to the
contrary:
(i) except for the 6 month delay
described in paragraph (b) above, the Company and the Employee
shall neither accelerate nor defer or otherwise change the time at
which any payment due under this Agreement is to be made,
and
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(ii) the date of termination of
employment of the Employee shall be determined in a manner
consistent with the definition of “separation from
service” within the meaning of Code Section 409A and
regulations thereunder.
2.4 Termination Due to Disability
or Death. If Employee is unable to perform his duties under
this Agreement by reason of physical or mental disability, or if
Employee should die during the term of this Agreement, this
Agreement shall terminate and all payments to Employee under this
Agreement shall cease immediately (except for any payment of
compensation accrued but unpaid through the date of termination,
COBRA benefits and other benefits to which the Employee may be
entitled notwithstanding termination of his employment). The term
“disability” as used herein shall mean a condition
which prohibits Employee from performing his duties substantially
in the manner he is capable of performing them on the date of this
Agreement, which cannot be removed by reasonable accommodations on
the part of the Company, for 60 days or more during any one year
period.
3.
COMPENSATION
3.1 Base Compensation.
Subject to Sections 2 and 5 of this Agreement, during the term of
this Agreement the Company shall pay to Employee an annual salary
(“Base Compensation”), which salary shall be reviewed
annually by the Compensation Committee of the Board of Directors.
Such Base Compensation shall in no event be lower than the salary
of the previous year. Employee acknowledges that $2,000 of each
year’s Base Compensation is consideration for the covenant
made by Employee in Section 5.2 of this Agreement against
post-employment competition, and that the amount of such
consideration is reasonable and adequate.
3.2 Incentive Compensation.
Subject to Sections 2 and 5 of this Agreement, in addition to the
Base Compensation referred to in Section 3.1 of this
Agreement, Employee shall be eligible to participate in any
incentive pay plan adopted by the Board of Directors for a group of
employees that includes executive officers.
3.3 Reimbursement of Business
Expenses. During the term of this Agreement, the Company shall
reimburse E
