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Termination Agreement And General Release

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EXHIBIT 10.11

THOMAS M. BEGEL
TERMINATION AGREEMENT AND GENERAL RELEASE

This Termination Agreement and General Release (this " Agreement" ) is made by and between Thomas M. Begel (" Executive" ) and Transportation Technologies Industries, Inc., a Delaware corporation (the " Company" ), as of August 2, 2004 (the " Effective Date" ). Executive and the Company may be referred to collectively herein as the " Parties."

WHEREAS, Executive and the Company are parties to that certain Employment Agreement dated July 1, 1999, as amended by that certain First Amendment to Employment Agreement dated March 9, 2000 (together the " Employment Agreement" );

WHEREAS, the parties agree that as of the earlier of (a) the consummation of the IPO and (b) August 15, 2004, Executive' s active employment as Chief Executive Officer of the Company shall terminate (the " Active Employment End Date" ); and

WHEREAS, Executive and the Company agree that the Parties desire to reach a mutually satisfactory separation arrangement relating to Executive' s severance and termination of employment with the Company.

In consideration of the mutual promises contained in this Agreement, the Company and Executive agree as follows:

1. As of the Active Employment End Date, Executive shall no longer perform services as an employee of the Company.

2. Executive shall resign as Chairman of the Company' s Board of Directors as of the earlier of (a) the date of the next meeting of the Company' s Board of Directors following the date of this Agreement and (b) December 31, 2004.

3. Executive and the Company further agree as follows:

(a) The Company shall pay Executive his full base salary through the Active Employment End Date at the rate in effect at the time of the Notice of Termination (as such term is defined in the Employment Agreement). Executive shall not, however, accrue or receive any paid time off pay after the Active Employment End Date.


(b) The Company shall pay Executive any unpaid amounts in connection with any reimbursement for Executive' s reasonable travel and entertainment expenses and other out-of-pocket business expenses incurred by Executive in fulfilling his duties and responsibilities as an employee of the Company prior to the Active Employment End Date, including all expenses of travel and living while away from home on business or at the request of and in the service of the Company, provided that such expenses were incurred in accordance with the policies and procedures established by the Company. (c) The Company shall pay Executive any vested accrued benefits under any other compensation plan or program of the Company, if any, at the time such payments are payable to Executive under the terms of such plan. (d) The Company shall pay Executive ten (10%) per cent of the aggregate bonus amount that the Company is paying to members of management upon the consummation of the Company' s initial public offering (the " IPO" ).

4. (a) In addition to the salary and benefits provided for in Paragraph 3 above, following the Active Employment End Date, the Company shall, at its sole expense, provide continued medical and dental insurance benefits to Executive, Executive' s Spouse (as such term is defined in the Employment Agreement) and Executive' s dependents substantially similar to those provided to them immediately prior to the Active Employment End Date or, if more favorable to Executive, those provided to them on the Effective Date (in this case, as such term is defined in the Employment Agreement), in either case until the later of the death of Executive or the death of Executive' s Spouse. The provision of continued medical and dental benefits under this Paragraph 4 should in all other respects be in accordance with Section 5(d) of the Employment Agreement.

(b) Following the Active Employment End Date, the Company shall, at its own cost, continue Executive for a period of three (3) years in all life and other employee " welfare" benefit plans and programs (including, without limitation, all qualified, non-qualified and supplemental retirement and welfare benefit plans) in which Executive was entitled to participate immediately prior to the Active Employment End Date, provided that Executive' s continued participation is permitted under the terms and provisions of such plans and programs as in effect on the Active Employment End Date. In the event that Executive' s participation in any such plan or program is barred, the Company shall arrange to provide Executive with benefits substantially similar to those which Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred.

5. Executive shall automatically receive a lump sum payment of $2,700,000.00 at the earlier of (a) the consummation of the IPO and (b) in the case the IPO is not consummated (i) one-half of such amount on the Effective Date and (ii) one-half of such amount no later than October 2, 2004.

6. Only in the event of the consummation of the IPO, Executive shall receive:

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(a) approximately 76,244 shares (or the equivalent value of shares depending on the price of the Company' s common stock in effect at the time of the consummation of the IPO) of the Company' s common stock issued by the Company to Executive, which amount shall be determined at the time of the consummation of the IPO and which shares shall be fully vested and unrestricted, and (b) options to purchase shares of the Company' s common stock representing 0.75% of the Company' s fully diluted equity at the price in effect at the time of the consummation of the IPO, which shares shall be fully vested and unrestricted.

7. The Company shall, at its own cost, continue to provide Executive for a period of three (3) years following the Active Employment End Date with the other benefits and perquisites provided to Executive immediately prior to the Active Employment Date pursuant to Section 5(e) of the Employment Agreement.

8. It is understood and agreed by the Parties that only the payments made to Executive through his Active Employment End Date shall be considered benefit earnings for applicable benefit plans of the Company. Any other monies paid to Executive pursuant to this Agreement shall not constitute earnings for benefit plan purposes. It is further understood and agreed by the Parties that no portion of any payments made to Executive for periods after the Active Employment End Date may be contributed to the Company' s 401k plan nor will any ma
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