Exhibit 10.220
EXECUTIVE EMPLOYMENT AND
NON-COMPETITION AGREEMENT
AGREEMENT made this 4th day of May,
2004, by and between Zieman Manufacturing Company, a California
corporation (the “Corporation”) and Ronald J. Anderson
(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 Director of Sales 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,
assisting in servicing important customers; obtaining leads for new
customers; preparation of promotional and advertising materials;
monitoring prices; marketing activities; recommending sales
policies; assisting in product development and redesign, 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. 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 One
Hundred Twenty Six Thousand ($126,000) 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 four (4)
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.
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 given the opportunity to be heard by at
least a majority of the Board of Directors of the Corporation upon
at least five business days notice of a meeting of the Board of
Directors for such purpose. As used herein, the term
“Cause” shall mean (i) a material breach of the terms
of this Agreement which continues for a period of 10 days after
notice ther
