Exhibit 10.219
EXECUTIVE EMPLOYMENT AND
NON-COMPETITION AGREEMENT
AGREEMENT made this day of May,
2004, by and between Zieman Manufacturing Company, a California
corporation (the “Corporation”) and Eric Day (the
“Executive”).
W I T N E S S E T
H:
WHEREAS, on the date hereof, Lippert
Components, Inc., a Delaware Corporation (“LCI”)
acquired the outstanding capital stock of the Corporation;
and
WHEREAS, the Executive was a
principal owner of the Corporation and has had extensive experience
with the business of the Corporation to be conducted by the
Corporation, and the Corporation desires to utilize the
Executive’s experience, knowledge and abilities in connection
with the operations of the Corporation by employing him as an
executive of the Corporation; and
WHEREAS, the Corporation does not
wish the Executive to compete against it,
NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained, it is agreed
as follows:
1
Employment. The Corporation hereby employs the Executive and
the Executive hereby agrees to serve the Corporation as Operations
Manager pursuant to the terms and conditions of this Agreement. The
Executive agrees to continue to devote substantially all of his
time, attention, skills and efforts to the performance of his
duties on behalf of the Corporation at the principal executive
offices of the Corporation in Whittier, California; provided,
however, that the Executive shall at no time be required to change
his residence without his consent.
2
Term . The term of this Agreement shall commence on the date
hereof and shall continue for the a period of five (5) years from
the date hereof, subject to earlier termination as provided herein
(the “Term”).
3
Duties . During the Term, the Executive shall exert his best
efforts, and, subject to the terms and provisions hereof, shall
devote substantially all of his time and attention to the business
of the Corporation, and will use his best efforts to promote the
interests of the Corporation, including, but not limited to,
oversight and guidance of production operations with respect to
output, quality, labor, safety and administration; compliance with
laws and regulations of governmental agencies; and assist in
expanding sales of the Corporation’s products to additional
geographic markets. Consistent with the foregoing, the Executive
shall not be precluded from giving appropriate attention to his
personal and financial affairs, including his duties as (i) member
of the Modular Building Institute and (ii) member of the California
Manufactured Housing Institute. The Executive shall act in
accordance with the policies of the Corporation as determined from
time to time by its Board of Directors and President, and shall
perform such services and duties as such Board of Directors and
President may from time to time direct consistent with this
Agreement
4
Compensation
. The Corporation agrees to pay the
Executive for his services to the Corporation a base salary of Two
Hundred Sixty Six Thousand ($266,000) Dollars per annum, payable
according to the customary payroll practice of the
Corporation.
5
Benefits. The Executive and his family shall continue to
receive medical and other insurance at least equivalent, in nature
and extent, to the coverage afforded by the Corporation to the
Executive prior to the date hereof.
5.1
The Executive shall be eligible to
participate in any pension, retirement or profit-sharing plan
adopted by the Corporation for the benefit of its Executives
generally, as well as the Drew Industries Incorporated 2002 Equity
Award and Incentive Plan, in all cases subject to the terms
thereof.
5.2 The Executive shall be entitled to a paid
vacation in each year during the term hereof of five (5)
weeks.
6.
Expenses . All travel and other expenses incident to the
rendering of services by the Executive hereunder will be paid by
the Corporation. If any such expenses are paid in the first
instance by the Executive, the Corporation will reimburse him
therefor on presentation of expense vouchers.
6.1 During the period of employment hereunder, the
Corporation will provide to the Executive an automobile allowance
of $750 per month and a gasoline credit card, to be used in
connection with services rendered hereunder.
6.2
For the period commencing with the
date hereof, the Corporation will reimburse the Executive for all
reasonable expenses incident to his serving as (i) member of the
Modular Building Institute, but not in excess of $3,500 annually
until June 30, 2005, and (ii) member of the California Manufactured
Housing Institute, but not in excess of $2,000 annually until June
30, 2006.
7.1
If, on account of physical or mental
disability, the Executive shall fail or be unable to fully perform
this Agreement for an aggregate four (4) months during any
twelve-month period, the Corporation may, at its option, at any
time thereafter, upon thirty (30) days written notice to the
Executive, terminate this Agreement, and this Agreement shall come
to an end at the end of said notice period as if such date were the
termination date of this Agreement.
7.2 In the event of the death of the Executive
during the Term, the term of this Agreement shall terminate on the
date of death. In such case, the Corporation shall continue to pay
to the heir or designee of the Executive the salary payments
provided for in Paragraph 4 hereof, which the Executive would have
been entitled to receive but for such termination, for a period of
six (6) months from the date of death of the Executive.
7.3
The Corporation may terminate this
Agreement and the Executive’s employment for Cause (as
hereinafter defined), at any time, effective immediately upon
giving the Executive written notice of such termination; provided,
however, that the Executive shall be
- 2 -
given the opportunity to be heard by
at least a majority of the Board of Di
