EXHIBIT 10.15
EMPLOYMENT AGREEMENT
STEVEN E. KELLER
EMPLOYMENT AGREEMENT (the "Agreement") dated July 21, 2005 by and
between Affinia Group Inc. (the "Company") and Steven E. Keller
(the
"Executive").
The Company desires to continue to employ Executive and to enter
into
an agreement embodying the terms of such employment;
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 General Counsel and Secretary. 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 $275,000, 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
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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. 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.
(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;
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(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.
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
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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 60th
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).
(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
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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 pay to
Executive an amount equal to the premium that would otherwise be
paid
by active executives for such coverage during such period (without
giving effect to any Company subsidy).
(iv) 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.
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:
(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
