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EMPLOYMENT AGREEMENT THOMAS H. MADDEN

Employment Agreement

EMPLOYMENT AGREEMENT

                                THOMAS H. MADDEN You are currently viewing:
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Affinia Group Inc

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Title: EMPLOYMENT AGREEMENT THOMAS H. MADDEN
Governing Law: New York    

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                                                                   EXHIBIT 10.14


                              EMPLOYMENT AGREEMENT

                                THOMAS H. MADDEN


                  EMPLOYMENT AGREEMENT (the "Agreement") dated July 21, 2005 by
and between Affinia Group Inc. (the "Company") and Thomas H. Madden (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 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 $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 the aggregate amount described in this clause
         (y) shall be reduced by the present value of any other cash severance        
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