EXHIBIT 10.32
ENGLISH
TRANSLATION
FEDERAL MOGUL
EMPLOYMENT
CONTRACT
BETWEEN THE
UNDERSIGNED:
The company FEDERAL MOGUL SERVICES,
EURL with capital of 7,625 million Euros, whose headquarters
is located at avenue des Temps Modernes, Z.I., 86360 Chasseneuil du
Poitou,
Registered with the Poitiers
business registry under number B 400 896 114, URSSAF number 086 000
000 114 226 151, APE code 741-G,
Represented by special delegation by
Monsieur T. DUCAT, Director of Human Resources,
ON ONE HAND,
And:
Monsieur Jean BRUNOL, resident of
34-36 Boulevard Victor Hugo, 92200 Neuilly sur Seine,
ON THE OTHER HAND,
THE FOLLOWING HAS BEEN AGREED
UPON.
Article 1 –
Hiring
The Company hires Monsieur J.
BRUNOL, who accepts, beginning on May 1, 2005, as Senior Vice
President, Business and Operations Strategy.
This position grants Monsieur J.
BRUNOL “Upper Executive” status.
[Handwritten initials]
FEDERAL MOGUL SERVICES
Administration: Bâtiment FINANCIAL SERVICES
- Los lios Cordèes - 38 113 VEUREY VOIROIZE
Headquarters: 13 Avenue des Temps Modernes - BP
13 - 86 361 CHASSENEUIL-DU-POITOU
Telephone: +33 (0)4 78 53 76 34 - Fax: +33 (0)4
76 53 76 13
SARL with capital of 7,623m € - NAF 74 G -
RCS Poitiers B 400 800 114
ENGLISH TRANSLATION
As part of his duties, Monsieur J. BRUNOL will
provide services for various companies within the FEDERAL MOGUL
Group; and more specifically for the company FEDERAL MOGUL
Corporation.
Monsieur J. BRUNOL will report
directly to the President and Chief Executive Officer of the
FEDERAL MOGUL Group, Monsieur José Maria ALAPONT.
Article 2 – Place of
Work
Monsieur J. BRUNOL will be based
at:
The European office, Rue Jean Monet,
Parc Tertiare de la Croix, Compiègne 60472.
This location shall not constitute a
substantial component of this contract, since Monsieur J.
BRUNOL’s duties will oblige him to travel quite frequently
within France as well as elsewhere in the world.
It is, however, expressly agreed
that any transfer outside the area of employment; more
specifically, outside the Paris metropolitan area, will be subject
to the agreement of Monsieur J. BRUNOL.
Article 3 – Duration
– Advance Notice
This contract is concluded for an
indefinite duration.
The trial period has concluded
favorably.
Reciprocal advance notice is set at
6 months, barring serious error.
Article 4 – Obligation of
Loyalty/Exclusivity
Monsieur J. BRUNOL will confine his
professional activity to the service of the FEDERAL MOGUL
Group.
Our Group may legitimately require
that Monsieur BRUNOL’s professional activities are entirely
confined to it. It is agreed that he may not, without the express
permission of the President and CEO of the Group, accept any other
duty or conduct any other professional activity.
[Handwritten initials]
FEDERAL MOGUL SERVICES
Administration: Bâtiment FINANCIAL SERVICES
- Los lios Cordèes - 38 113 VEUREY VOIROIZE
Headquarters: 13 Avenue des Temps Modernes - BP
13 - 86 361 CHASSENEUIL-DU-POITOU
Telephone: +33 (0)4 78 53 76 34 - Fax: +33 (0)4
76 53 76 13
SARL with capital of 7,623m € - NAF 74 G -
RCS Poitiers B 400 800 114
ENGLISH TRANSLATION
Article 5 – Disclosure of
Information
For the entire duration of this
contract and after its termination, Monsieur J. BRUNOL may not, for
any reason or in any manner, disclose any secrets or confidential
information pertaining to FEDERAL MOGUL, its distributors, its
products, or its knowledge to any third party, or use the same for
any purpose other than the performance of his duties.
Upon ceasing his duties, Monsieur J.
BRUNOL will return all documentation pertaining to FEDERAL MOGUL
Group or its products, clientele, distributors, or knowledge that
he may have in his possession to the Company.
Article 6 – Non-Competition
Clause
The growth of the FEDERAL MOGUL
Group can only legitimately occur via the constant development of
its business relationships in its various markets.
That is why, in case this contract
is broken for whatever reason and whichever of the parties is the
one to initiate such action, Monsieur J. BRUNOL shall be
prohibited, for the duration of one year (renewable once) after the
effective date of his departure from the Company, from working for
any company with the same objective or activities as the FEDERAL
MOGUL Group or that may act as competition to it.
He shall also be prohibited, for the
same duration, from creating, on his own account or that of a third
party, directly or indirectly, a company having for its objective
identical or similar activities to those of the FEDERAL MOGUL
Group.
In case of violation of the above
agreement, Monsieur J. BRUNOL will be liable to pay a penalty equal
to the total salary received during his last year of employment
with the Company, without prejudice to any additional damages and
additional interests.
The penalty shall be due to the
Company within 8 days after notice is given to Monsieur J. BRUNOL
to cease his infraction via registered letter with acknowledgment
of receipt, and will remain without effect and under fixed daily
constraint equal to half of the last gross monthly salary paid to
Monsieur J. BRUNOL.
In return for his agreement not to
compete with the Company, Monsieur J. BRUNOL will receive, for a
period of 12 months after the end of the advance notice period, a
monthly fee equal to his last gross salary.
[Handwritten initials]
FEDERAL MOGUL SERVICES
Administration: Bâtiment FINANCIAL SERVICES
- Los lios Cordèes - 38 113 VEUREY VOIROIZE
Headquarters: 13 Avenue des Temps Modernes - BP
13 - 86 361 CHASSENEUIL-DU-POITOU
Telephone: +33 (0)4 78 53 76 34 - Fax: +33 (0)4
76 53 76 13
SARL with capital of 7,623m € - NAF 74 G -
RCS Poitiers B 400 800 114
ENGLISH TRANSLATION
Article 7 – Managing
Executive
The importance of the mission and
responsibilities entrusted to Monsieur J. BRUNOL, which involve a
large measure of independence in the organization and management of
his time in the fulfillment of his duties, as well as a great deal
of autonomy in decision-making, place him in the category of
Managing Executive.
Consequently, Monsieur J. BRUNOL
will receive a fixed salary in retu
