Back to top

EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

COOPER-STANDARD AUTOMOTIVE INC | CSA Acquisition Corp

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EMPLOYMENT AGREEMENT
Governing Law: Michigan    

Search Employment Agreement by:

Document Title:

Entire Document: (optional)

50 of the Top 250 law firms use our Products every day


                                                                   EXHIBIT 10.23

                                                                  EXECUTION COPY

                              EMPLOYMENT AGREEMENT

                                (JAMES W. PIFER)

          EMPLOYMENT AGREEMENT (the "AGREEMENT") dated December 23, 2004 by and
between COOPER-STANDARD AUTOMOTIVE INC. (the "COMPANY") and JAMES W. PIFER (the
"EXECUTIVE").

          WHEREAS, the CSA Acquisition Corp. ("CSA"), the parent company of the
Company, has entered into the Stock Purchase Agreement among Cooper Tire &
Rubber Company, Cooper Tyre & Rubber Company UK Limited and the Company dated as
of September 16, 2004 (the "PURCHASE AGREEMENT");

          WHEREAS, effective upon, and subject to the occurrence of, the Closing
on the Closing Date (each as defined in the Purchase Agreement), the Company
desires to employ Executive on the terms set forth in this Agreement and the
Executive desires to accept and continue such employment with the Company under
the terms of this Agreement.

          NOW THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

          1. Effectiveness/Term of Employment.

                    a. This Agreement constitutes a binding obligation of the
parties as of the date hereof; provided that notwithstanding any other provision
of this Agreement, the operative provisions of this Agreement shall become
effective only upon the occurrence of the Closing on the Closing Date (as each
such term defined in the Purchase Agreement) (such date being hereinafter
referred to as the "EFFECTIVE DATE"). In the event the Purchase Agreement is
terminated for any reason without the Closing having occurred, or if the Closing
fails to occur on or prior to March 31, 2005, this Agreement shall be terminated
without further obligation or liability of either party.

                    b. Subject to the provisions of Section 7 of this Agreement,
Executive shall be employed by the Company for a period commencing on the
Effective Date 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 be
automatically extended for an additional one-year period, unless the Company or
Executive provides the other party hereto 60 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 Executive Vice President, Sales and Marketing. In such position,
Executive shall have such duties and authority as is customarily associated with
such position at other privately held companies similar to the Company and shall
have such duties, consistent with Executive's



                                                                               2


position, as may be assigned from time to time by the Chief Executive Officer of
the Company (the "CEO") or the Board of Directors of the Company (the "BOARD").

                    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 $305,000, 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 by the compensation committee of the Board,
based upon the recommendation of the CEO. Executive's annual base salary, as in
effect from time to time, is hereinafter referred to as the "BASE SALARY."

          4. Bonus Incentives. 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 forty-five percent (45%) of Executive's Base Salary (the
"TARGET") based upon and subject to the achievement of annual performance
targets established by the Board (or a committee thereof) within the first three
months of each fiscal year during the Employment Term. In addition, during the
Employment Term, Executive shall be entitled to participate in such long-term
cash incentive plans and programs of the Company as are generally provided to
the Company's other senior executives.

          5. Employee Benefits. During the Employment Term, Executive shall be
entitled to participate in the Company's employee benefit plans (other than
annual bonus and long-term incentive programs, which are addressed in Section 4)
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; provided that in any event, Executive shall be provided health,
life and disability and retirement and fringe benefits that are substantially
comparable in the aggregate to the level of such benefits provided to Executive
by Cooper Tire & Rubber Company, immediately prior to the Effective Date;
provided further that the Company may reduce such level of benefits to the
extent such reduction applies to at least half of the 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



                                                                               3


required to give the Company at least 60 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 in Section 7(a)(ii) and shall
terminate automatically upon Executive's resignation without Good Reason (as
defined in Section 7(c)); provided that Executive will be required to give the
Company at least 60 days advance written notice of a resignation without Good
Reason.

               (ii) For purposes of this Agreement, "CAUSE" shall mean:

                    (A) During the period from the Effective Date through and
          including the second anniversary of the Effective Date, the meaning
          specified in the Cooper Tire & Rubber Company Change in Control
          Severance Pay Plan (as in effect on September 16, 2004); and

                    (B) During the period after the second anniversary of the
          Effective Date, (I) the Executive's willful failure to perform duties
          or directives which is not cured following written notice, (II) the
          Executive's commission of a (x) felony or (y) crime involving moral
          turpitude, (III) the Executive's willful malfeasance or misconduct
          which is demonstrably injurious to the Company or its affiliate, or
          (IV) material breach by the Executive of the restrictive covenants,
          including, without limitation, Sections 8 and 9 hereof and any
          non-compete, non-solicitation or confidentiality provisions to which
          the Executive is bound.

               (iii) If, during the Employment Term, Executive's employment is
terminated by the Company for Cause or 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;

                    (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").



                                                                               4


          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"). Any
question as to the existence of the Disability of Executive as to which
Executive and the Company cannot agree shall be determined in writing by a
qualified independent physician mutually acceptable to Executive and the
Company. If Executive and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The determination
of Disability made in writing to the Company and Executive shall be final and
conclusive for all purposes of the Agreement.

               (ii) Upon termination of Executive's employment hereunder during
the Employment Term 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,

                    (A) "GOOD REASON" shall mean (i) a substantial diminution in
          Executive's position or duties; adverse change in reporting lines; or
          assignment of duties materially inconsistent with Executive's
          position; (ii) any reduction in Executive's Base Salary or Annual
          Bonus opportunity; (iii) any reduction in Executive's long-



                                                                               5


          term cash incentive compensation opportunities, other than reductions
          generally affecting other senior executives participating in the
          applicable long-term incentive compensation programs or arrangements;
          (iv) the failure of the Company to pay Executive any compensation or
          benefits when due hereunder; (v) relocation of Executive's principal
          place of work in excess of fifty (50) miles from Executive's current
          principal place of work or (vi) any material breach by the Company of
          the terms of the Agreement; provided that none of the events described
          in this Section 7(c)(ii)(A) shall constitute Good Reason unless the
          Company fails to cure such event within 10 calendar days after receipt
          from Executive of written notice of the event which constitutes Good
          Reason.

                    (B) "CHANGE OF CONTROL" shall mean the occurrence of any of
          the following events after the Effective Date: (i) the sale or
          disposition, in one or a series of related transactions, of all or
          substantially all of the assets of CSA to any "person" or "group" (as
          such terms are defined in Sections 13(d)(3) and 14(d)(2) of the
          Exchange Act) other than Permitted Holders or (ii) any person or
          group, other than Permitted Holders, is or becomes the "beneficial
          owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
          directly or indirectly, of greater than or equal to 50% of the total
          voting power of the voting stock of CSA, including by way of merger,
          consolidation or otherwise, except where one or more of Cypress
          Merchant Banking Partners II L.P., Cypress Merchant Banking II C.V.,
          55th Street Partners II L.P., Cypress Side-By-Side LLC, GS Capital
          Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS
          Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners
          2000 Employee Fund, L.P. and Goldman Sachs Direct Investment Fund
          2000, L.P. (collectively, the "SPONSORS") and/or their respective
          affiliates, immediately following such merger, consolidation or other
          transaction, continue to have the ability to designate or elect a
          majority of the Board of Directors of CSA (or the board of directors
          of the resulting entity or its parent company). For purposes of this
          Agreement, "Permitted Holder" shall mean, as of the date of
          determination, any and all of (x) an employee benefit plan (or trust
          forming a part thereof) maintained by (A) the Company or its affiliate
          or (B) any corporation or other person of which a majority of its
          voting power of its voting equity securities or equity interest is
          owned, directly or indirectly, by the Company or its affiliate and (y)
          the Sponsors and any of their respective affiliates. Notwithstanding
          that a transaction or series of transactions does not constitute a
          Change of Control, with respect to Executive it shall be deemed to be
          a Change of Control for purposes of Executive's entitlement's
          hereunder if clause (i), above, is satisfied in respect of the
          business or division in which Executive is principally engaged. For
          the avoidance of doubt, a Change of Control pursuant to the
          immediately preceding sentence shall not apply to Executive if his
          employment is not primarily with and for the business or division that
          is sold.



                                                                               6


               (iii) If during the Employment Term Executive's employment is
terminated by the Company without Cause (other than by reason of death or
Disability) or Executive resigns for Good Reason, Executive shall be entitled to
receive, subject to Executive's execution (without subsequent revocation) of a
release of claims substantially in the form of Exhibit A (the "RELEASE"):

                    (A) Termination On or Prior to the Second Anniversary of the
          Effective Date. If such termination of employment occurs on or prior
          to the second anniversary of the Effective Date, the Accrued Rights,
          but no further payments or benefits pursuant to the terms of this
          Agreement; provided, however, that Executive shall be entitled (albeit
          without duplication of amounts payable in respect of the Accrued
          Rights) to the payments and benefits provided under the Cooper Tire &
          Rubber Company Change in Control Severance Pay Plan (the "EXISTING
          CHANGE IN CONTROL SEVERANCE PLAN"), subject to the terms thereof;
          provided, further, that the Existing Change in Control Severance Plan
          shall be deemed amended such that (i) references to the "Company" and
          the "Employer" shall be deemed to be references to Cooper-Standard
          Automotive Inc., except that references to the "Company" for purposes
          of the definition of Change in Control (as defined in the Existing
          Change in Control Severance Plan) shall be deemed amended to be
          references to CSA Acquisition Corp., (ii) the provisions relating to
          accelerated vesting and cash-out of equity securities will not apply
          to equity securities of the Company or its affiliates, (iii) the
          grantor trust ("RABBI TRUST") funding requirements applicable to the
          Change in Control (as defined in the Existing Change in Control
          Severance Plan) resulting from the transactions contemplated by the
          Purchase Agreement will be satisfied by Cooper & Tire Rubber Company,
          rather than the Company, and any claims for severance or termination
          benefits will be made against the rabbi trust first and exclusively,
          except to the extent there are not sufficient assets in the trust, in
          which event the remaining balance will be payable by the Company, (iv)
          Executive will waive any claims or rights Executive has to termination
          or severance benefits thereunder, other than as a result of the
          termination of Executive's employment during the Severance Period (as
          defined in the Existing Change in Control Severance Plan) (x) by the
          Company without Cause (as defined in the Existing Change in Control
          Severance Plan) or (y) by Executive for Good Reason (as defined
          herein); and (v) the Existing Change in Control Severance Plan shall
          not apply to any Change in Control occurring after the Effective Date
          (i.e., "Change in Control" as defined in the Existing Change in
          Control Severance Plan shall not include any transaction regarding the
          Company which occurs after the Effective Date) (it being understood
          that Executive will be covered solely by the New Change of Control
          Severance Plan (as defined in Section 7(c)(iii)(C)) with respect to
          any Change of Control that occurs after the Effective Date).

                    (B) Termination Prior to a Change of Control and After the
             
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more