Vice President, Marketing Employment Agreement

EMPLOYMENT AGREEMENT


This Employment Agreement is made and entered this ____ day of ________________, 1997, by and between Championship Auto Racing Teams, Inc., 755 W. Big Beaver Road, Suite 800, Troy, MI 48084, ("Employer") and Carl Cohen, 2721 Meadowood Drive, Weston, Florida 33332 ("Employee").


WITNESSETH:


WHEREAS, Employee has substantial expertise in commercial marketing and promotional activities;


WHEREAS, the Employer desires to retain Employee as Executive Vice President, Marketing;


WHEREAS, Employee is willing to serve the Employer in that capacity upon the terms and conditions set forth herein; and


WHEREAS, the parties are desirous of reducing the terms and conditions of such employment to a written agreement.


NOW THEREFORE, in consideration of the foregoing, the mutual covenants and promises herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:


ARTICLE I - EMPLOYMENT


The Employer hereby employs Employee and Employee agrees to be so employed in the capacity of Executive Vice President, Marketing, in accordance with the terms and conditions of this Agreement and the Employer's Employee Handbook, provided, however, that where there is any conflict between the Employee Handbook and this Agreement, the terms of this Agreement shall apply. Employment shall be for the term of two (2) years beginning May 12, 1997, unless earlier terminated or extended as provided herein. No later than six (6) months prior to the end of the initial term hereof, the parties will commence and continue good faith discussions for forty five (45) days regarding the renewal of this Agreement on terms acceptable to both parties. In the event mutually agreeable terms are not agreed for such renewal, this Agreement shall terminate in accordance with its stated term.


ARTICLE II - DUTIES


Employee's duties will be assigned by the Employer's Chief Executive Officer, and will include overall supervision of the Employer's marketing division. Employee agrees to perform such functions and any other functions requested by the Employer that are consistent with Employee's position as Executive Vice President, Marketing. Employee shall report directly to the Chief Executive Officer of the Employer. Employee shall devote his full business time, 2 energies and best efforts to the performance thereof, to the exclusion of all other business activities, except such other activities as the Employer may consent to in writing, and for normal passive investment activities.


ARTICLE III - COMPENSATION AND BENEFITS


A. The Employer shall pay Employee an annual base salary of One Hundred Eighty Five Thousand ($185,000.00) Dollars during the first year of this Agreement, and Two Hundred Thousand ($200,000.00) Dollars during the second year of this Agreement.


B. In addition to the annual base salary, Employee shall also receive an incentive compensation bonus on an annual basis, in an amount to be recommended by the Employer's Chief Executive Officer, and approved by the Employer's Compensation Committee. The Employer's Chief Executive Officer shall develop forthwith a specific bonus plan which will provide the criteria and formula to be applied in evaluating Employee's performance. The goals to be met by Employee as formulated in the bonus plan shall be quantitative, definite, qualifiable and reasonably attainable.


C. Such additional incentive compensation bonus shall not be less than Forty Thousand ($40,000.00) Dollars for the first year of this Agreement, and shall not exceed twenty (20%) percent of Employee's annual base salary for the second year of this Agreement.


D. Additional incentive compensation bonuses shall be calculated and paid within thirty (30) days following the end of each calendar year during this Agreement.


E. Except as otherwise provided in this Agreement, Employee shall be entitled to participate in the fringe benefit programs generally available to the most senior executives (other than the Chief Executive Officer) of the Employer.


F. Employee shall be entitled to three (3) weeks of paid vacation during each completed year of employment with the Employer.


G. The Employer shall pay, either directly or by reimbursement, upon presentation of appropriate vouchers, all travel, business, and entertainment expenses reasonably incurred in the performance by Employee of his duties hereunder. For such purpose, Employee shall submit to the Employer reports of such expenses and other disbursements once in each calendar month, and in a manner consistent with the Employer's travel and expense reimbursement policy.


H. Upon the expirati ...