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EXHIBIT 10.1
[INTERMET LOGO]
5445 Corporate Drive
Troy, Michigan 48098-2683
Phone: (248) 952-2500
Fax: (248) 952-1512
www.intermet.com
Intermet Corporation
Employee Retention Plan
Effective: September 20, 2004
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INTERMET CORPORATION EMPLOYEE RETENTION PLAN
1. PURPOSE AND EFFECTIVE DATE.
This program, effective as of September 20,
2004 (the "Effective Date"), shall be known
as the Intermet Corporation Employee
Retention Plan ("Plan"). It is a
discretionary retention bonus program for the
benefit of a select group of employees
("Participants") of Intermet Corporation
and its subsidiaries ("Intermet") who are
selected for participation by
Intermet's Board of Directors ("Board").
This Plan is intended to qualify as a
compensation or bonus plan that is exempt
from the application of the Employee
Retirement Income Security Act of 1974, as
amended, by reason of Section 3 of
such Act.
2. DEFINITIONS. In this Plan,
the following terms shall have the meanings
ascribed to them:
a. "BANKRUPTCY FILING" shall
mean (i) a voluntary case filed on behalf of
Intermet Corporation or any of its
subsidiaries pursuant to 11 USC Section 101,
et. seq. (the "Bankruptcy Code"); (ii) an
involuntary case filed against
Intermet Corporation or any of its
subsidiaries pursuant to the Bankruptcy Code
to the extent such involuntary case has not
been dismissed within 60 days of its
filing; (iii) a comparable case or
proceeding seeking reorganization or
restructure of Intermet or its subsidiaries
pursuant to applicable state
statutory or common law; (iv) a bankruptcy,
reorganization or other comparable
case or proceeding seeking reorganization
or restructure of Intermet or its
subsidiaries in any foreign jurisdiction;
or (v) an involuntary case or
proceeding filed against Intermet or its
subsidiaries in any foreign
jurisdiction to the extent such involuntary
case has not been dismissed within
60 days of its filing.
b. "BASE SALARY" shall mean
such Participant's annual base salary as in
effect on the Effective Date and with
respect to any Participant who may be
added after the Effective Date, such
Participant's annual base salary at the
date such Participant is added.
c. "BOARD" shall mean the board
of directors of Intermet Corporation or a
committee of such board authorized to act
in the circumstances.
d. "CAUSE" shall mean (1) the
Participant's committing any felony or
other crime involving dishonesty, (2) any
serious misconduct in the course of
the Participant's employment or (3) the
Participant's habitual neglect of the
Participant's duties (other than on the
account of Disability), except that
Cause shall not mean (i) bad judgment or
negligence other than habitual neglect
of duty, (ii) any act or omission believed
by the Participant in good faith to
have been in or not opposed to the interest
of Intermet (without intent of the
Participant to gain therefrom, directly or
indirectly, a profit to which the
Participant was not legally entitled) or
any act or omission with respect to
which a determination could properly have
been made that the Participant met the
applicable standard of conduct for
indemnification or reimbursement under any
applicable by-laws, any applicable
indemnification agreement or the laws and
regulations under which Intermet is
governed, in each case in effect at the time
of such act or omission.
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e. "DISABILITY" means any
medically determinable physical or mental
impairment that can be expected to last for
a continuous period of not less than
six months, and that renders the
Participant unable to perform the duties of his
or her position with Intermet. The date of
the determination of Disability is
the date on which the Participant is
certified as having incurred a Disability
by a physician acceptable to Intermet.
f. "GOOD REASON" with respect
to any Participant shall mean the
occurrence of any one of the following
events: (1) assignment to the Participant
of any duties materially inconsistent with
the Participant's current position
(or such other position to which he or she
may have been promoted), or any other
action that results in a material and
adverse change in the Participant's
position, status, title or
responsibilities, (2) the failure of Intermet to
assign this Plan to a successor of
Intermet, (3) any reduction in the
Participant's annual base salary as in
effect on the Effective Date or (4) any
change that would require the Participant's
place of employment to be located
outside a radius of 50 miles of the
Participant's current place of employment,
if, in the case of any such event described
by clause (1) through (4), Intermet
fails to cure the event within 30 days
after written notice to the Board from
the Participant; provided, however, that if
the event is intentional, knowing or
repeated, the Participant shall not be
required to provide written notice or an
opportunity to cure.
g. "STAY BONUS" is an amount
payable to a Participant in accordance with
the terms of this Plan.
3. ELIGIBILITY AND
PARTICIPATION. Eligibility and participation shall be in
the sole discretion of the Board, and
Intermet will notify those employees
selected by the Board to participate in
this Plan. The Participants are divided
into three tiers, based on their
