THIS EMPLOYMENT
AGREEMENT is made as of December 1, 2008, by and between
STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the
“Company”), and Richard Messina (the
“Employee”).
The Company
desires to employ the Employee and the Employee is willing to make
his services available to the Company on the terms and conditions
set forth below.
In consideration
of the premises and the mutual agreements which follow, the parties
agree as follows:
1.
Employment . The Company hereby employs the Employee and the
Employee hereby accepts employment with the Company on the terms
and conditions set forth in this Agreement.
2.
Term . The term of the Employee’s employment hereunder
shall commence effective on December 1, 2008 and shall
continue through June 30, 2009 , and shall thereafter
be automatically renewed for successive fiscal year terms unless
either the Company or Employee gives notice of nonrenewal not less
than 30 days prior to the end of the then current term (the
“Employment Period”).
3.
Duties . The Employee shall serve as the Vice President
-Access Control Products of the Company and will, under the
direction of Chairman of the Board and Chief Executive Officer
, faithfully and to the best of Employee’s ability,
perform the duties of the Vice President – Access Control
Products. The Vice President – Access Control Products shall
be one of the principal executive officers of the Company and
shall, subject to the control of Chairman of the Board and Chief
Executive Officer supervise the Access Control functions of the
Company. The Employee shall also perform such additional duties and
responsibilities which may from time to time be reasonably assigned
or delegated by the Chairman of the Board and Chief Executive
Officer of the Company. The Employee agrees to devote
Employee’s entire business time, effort, skill and attention
to the proper discharge of such duties while employed by the
Company. However, the Employee may engage in other business
activities unrelated to, and not in conflict with, the business of
the Company if the Chairman of the Board and Chief Executive
Officer consents in writing to such other business activity.
V
4.
Compensation . The Employee shall receive a base salary of
$145,000 per year, payable in regular and semi-monthly installments
(the “Base Salary”). Employee’s Base Salary shall
be reviewed annually by the Board of Directors of the Company to
determine appropriate increases, if any, in such Base
Salary.
(a)
Medical, Health, Dental, Disability and Life Coverage . The
Employee shall be eligible to participate in any medical, health,
dental, disability and life insurance policy in effect for senior
management of the Company (collectively, the “Senior
Management”).
(b)
Incentive Bonus and Stock Ownership Plans . The Employee
shall be entitled to participate in any incentive bonus or other
incentive compensation plan developed generally for the Senior
Management of the Company, on a basis consistent with
Employee’s position and level of compensation with the
Company. The Employee shall also be entitled to participate in any
incentive stock option plan or other stock ownership plan developed
generally for the Senior Management of the Company, on a basis
consistent with Employee’s position and level of compensation
with the Company.
(c)
Reimbursement for Reasonable Business Expenses . Subject to
the terms and conditions of the Company’s expense
reimbursement policy, the Company shall pay or reimburse the
Employee for reasonable expenses incurred by Employee in connection
with the performance of Employee’s duties pursuant to this
Agreement, including, but not limited to, travel expenses, expenses
in connection with seminars, professional conventions or similar
professional functions and other reasonable business
expenses.
6.
Termination of Employment .
(a)
Termination for Cause, Disability or Death . During the term
of this Agreement, the Company shall be entitled to terminate the
Employee’s employment at any time upon the
“Disability” of the Employee or for “Cause”
upon notice to the Employee. The Employee’s employment
hereunder shall automatically terminate upon the death of the
Employee. For purposes of this Agreement, “Disability”
shall mean a physical or mental sickness or any injury which
renders the Employee incapable of performing the essential
functions of Employee’s job (with or without reasonable
accommodations) and which does or may be expected to continue for
more than 4 months during any 12-month period. In the event
Employee shall be able to perform the essential functions of
Employee’s job (with or without reasonable accommodations)
following a period of disability, and does so perform such duties,
or such other duties as are prescribed by the President of the
Company, for a period of three continuous months, any subsequent
period of disability shall be regarded as a new period of
disability for purposes of this Agreement. The Company and the
Employee shall determine the existence of a Disability and the date
upon which it occurred. In the event of a dispute regarding whether
or when a Disability occurred, the matter shall be referred to a
medical doctor selected by the Company and the Employee. In the
event of their failure to agree upon such a medical doctor, the
Company and the Employee shall each select a medical doctor who
together shall select a third medical doctor who shall make the
determination. Such determination shall be conclusive and binding
upon the parties hereto.
2
The
Company may terminate the Employee’s employment under this
Agreement for “Cause,” effective immediately upon
delivery of notice to the Employee. Cause shall be deemed to exist
if the Employee shall have (1) materially breached the terms
of this Agreement; (2) willfully failed to substantially
perform his duties, other than a failure resulting from incapacity
due to physical or mental illness; or (3) serious misconduct
which is demonstrably and substantially injurious to the Company.
No act or failure to act will be considered “cause” if
such act or failure is done in good faith and with a reasonable
belief that it is in the best interests of the Company.
In
the event of termination for Disability or death, payments of the
Employee’s Base Salary shall be made to the Employee, his
designated beneficiary or Employee’s estate for a period of
six months after the date of the termination (even if this period
would extend beyond the Employment Period); provided, however that
the foregoing payments in the event of a Disability shall be
reduced by the amount, if any, that is paid to Employee pursuant to
a disability plan or policy maintained by the Company. During this
period, the Company shall also reimburse the Employee for amounts
paid, if any, to continue medical, dental and health coverage
pursuant to the provisions of the Consolidated Omnibus Budget
Reconciliation Act. During this period, the Company will also
continue Employee’s life insurance and disability coverage,
to the extent permitted under applicable policies, and will pay to
the Employee the fringe benefits pursuant to section 5 which have
accrued prior to the date of termination. Termination of this
Agreement for a Disability shall not change Employee’s rights
to receive benefits, if any, pursuant to any disability plan or
policy then maintained by the Company.
(b)
Termination Without Cause . If the Employee’s
employment is terminated by the Company for any reason other than
for Cause, Disability or death, or if this Agreement is terminated
by the Company for what the Company believes is Cause or
Disability, and it is ultimately determined that the Employee was
wrongfully terminated, Employee shall, as damages for such a
termination, receive Employee’s Base Salary, for the
remainder of the Employment Period or six months, if longer. During
this period, the Company shall also reimburse the Employee for
amounts paid, if any, to continue medical, dental and health
coverage pursuant to the provisions of the Consolidated
Omni
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