STRATTEC First Quarter 2005 Form 10-Q
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[
x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the
quarterly period ended March 27, 2005
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
transition period from ____________ to ____________
Commission
File Number 0-25150
STRATTEC
SECURITY CORPORATION |
(Exact
Name of Registrant as Specified in Its
Charter) |
Wisconsin |
|
39-1804239 |
(State
of Incorporation) |
|
(I.R.S.
Employer Identification No.) |
3333
West Good Hope Road, Milwaukee, WI 53209 |
(Address
of Principal Executive Offices) |
(414)
247-3333 |
(Registrant’s
Telephone Number, Including Area Code) |
Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES X
NO
___
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). YES X
NO
___
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock
as of the latest practicable date.
Common
stock, par value $0.01 per share: 3,782,507 shares outstanding as of March 27,
2005.
STRATTEC
SECURITY CORPORATION
FORM
10-Q
March 27,
2005
INDEX
Part I -
FINANCIAL INFORMATION
|
|
Page |
|
|
|
Item
1 |
Financial
Statements |
|
|
Condensed
Consolidated Statements of Income |
3 |
|
Condensed
Consolidated Balance Sheets |
4 |
|
Condensed
Consolidated Statements of Cash Flows |
5 |
|
Notes
to Condensed Consolidated Financial Statements |
6-8 |
Item
2 |
Management’s
Discussion and Analysis of Financial Condition and |
|
|
Results
of Operations |
9-15 |
Item
3 |
Quantitative
and Qualitative Disclosures About Market Risk |
15 |
Item
4 |
Controls
and Procedures |
15 |
Part II -
OTHER INFORMATION
Item
1 |
Legal
Proceedings |
16 |
Item
2 |
Unregistered
Sales of Equity Securities and Use of Proceeds |
16 |
Item
3 |
Defaults
Upon Senior Securities |
16 |
Item
4 |
Submission
of Matters to a Vote of Security Holders |
16 |
Item
5 |
Other
Information |
16 |
Item
6 |
Exhibits |
16 |
Item 1
Financial Statements
STRATTEC
SECURITY CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(In
Thousands, Except Per Share Amounts)
(Unaudited)
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
March 27, |
|
March 28, |
|
March 27, |
|
March 28, |
|
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales |
|
$ |
46,102 |
|
$ |
49,266 |
|
$ |
139,129 |
|
$ |
143,700 |
|
Cost
of goods sold |
|
|
35,892 |
|
|
37,082 |
|
|
106,700 |
|
|
108,956 |
|
Gross
profit |
|
|
10,210 |
|
|
12,184 |
|
|
32,429 |
|
|
34,744 |
|
Engineering,
selling and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses |
|
|
4,822 |
|
|
5,132 |
|
|
14,836 |
|
|
15,033 |
|
Income
from operations |
|
|
5,388 |
|
|
7,052 |
|
|
17,593 |
|
|
19,711 |
|
Interest
income |
|
|
326 |
|
|
112 |
|
|
742 |
|
|
289 |
|
Other
(expense) income, net |
|
|
(50 |
) |
|
(49 |
) |
|
109 |
|
|
237 |
|
Income
before provision for income taxes |
|
|
5,664 |
|
|
7,115 |
|
|
18,444 |
|
|
20,237 |
|
Provision
for income taxes |
|
|
1,933 |
|
|
2,668 |
|
|
6,662 |
|
|
7,589 |
|
Net
income |
|
$ |
3,731 |
|
$ |
4,447 |
|
$ |
11,782 |
|
$ |
12,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.98 |
|
$ |
1.17 |
|
$ |
3.10 |
|
$ |
3.35 |
|
Diluted |
|
$ |
0.98 |
|
$ |
1.15 |
|
$ |
3.07 |
|
$ |
3.30 |
|
Average
Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
3,798 |
|
|
3,802 |
|
|
3,803 |
|
|
3,775 |
|
Diluted |
|
|
3,815 |
|
|
3,873 |
|
|
3,836 |
|
|
3,838 |
|
The
accompanying notes are an integral part of these condensed consolidated
statements.
STRATTEC
SECURITY CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
Thousands, Except Share Amounts)
|
|
March
27, |
|
June
27, |
|
|
|
2005 |
|
2004 |
|
ASSETS |
|
(unaudited)
|
|
|
|
Current
Assets: |
|
|
|
|
|
Cash
and cash equivalents |
|
$ |
51,357 |
|
$ |
54,231 |
|
Receivables,
net |
|
|
28,793 |
|
|
30,931 |
|
Inventories- |
|
|
|
|
|
|
|
Finished
products |
|
|
3,761 |
|
|
2,659 |
|
Work
in process |
|
|
5,177 |
|
|
4,620
|
|
Purchased
Materials |
|
|
5,684 |
|
|
4,441
|
|
LIFO
adjustment |
|
|
(2,863 |
) |
|
(3,359 |
) |
Total
inventories |
|
|
11,759 |
|
|
8,361
|
|
Other
current assets |
|
|
9,943 |
|
|
10,903
|
|
Total
current assets |
|
|
101,852 |
|
|
104,426
|
|
|
|
|
|
|
|
|
|
Investment
in joint ventures |
|
|
1,349 |
|
|
1,336 |
|
Prepaid
pension obligations |
|
|
605 |
|
|
- |
|
|
|
|
|
|
|
|
|
Property,
plant and equipment |
|
|
104,236 |
|
|
102,610 |
|
Less:
accumulated depreciation |
|
|
(74,909 |
) |
|
(71,182 |
) |
Net
property, plant and equipment |
|
|
29,327 |
|
|
31,428
|
|
|
|
|
|
|
|
|
|
|
|
$ |
133,133 |
|
$ |
137,190 |
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
Current
Liabilities: |
|
|
|
|
|
Accounts
payable |
|
$ |
16,409 |
|
$ |
18,787 |
|
Accrued
Liabilities: |
|
|
|
|
|
|
|
Payroll
and benefits |
|
|
6,940 |
|
|
11,067 |
|
Environmental
reserve |
|
|
2,701 |
|
|
2,710
|
|
Other
|
|
|
4,211 |
|
|
2,720
|
|
Total
current liabilities |
|
|
30,261 |
|
|
35,284
|
|
|
|
|
|
|
|
|
|
Deferred
income taxes |
|
|
543 |
|
|
543 |
|
Accrued
postretirement obligations |
|
|
5,096 |
|
|
11,511
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity: |
|
|
|
|
|
|
|
Common
stock, authorized 12,000,000 shares $.01 par value, |
|
|
|
|
|
|
|
issued
6,853,647 shares at March 27, 2005 and 6,754,892 shares at June 27,
2004 |
|
|
69 |
|
|
68 |
|
Capital
in excess of par value |
|
|
74,793 |
|
|
70,415
|
|
Retained
earnings |
|
|
142,012 |
|
|
130,230
|
|
Accumulated
other comprehensive loss |
|
|
(5,348 |
) |
|
(5,385 |
) |
Less:
treasury stock, at cost (3,071,140 shares at March 27, |
|
|
|
|
|
|
|
2005
and 2,926,687 shares at June 27, 2004) |
|
|
(114,293 |
) |
|
(105,476 |
) |
Total
shareholders' equity |
|
|
97,233 |
|
|
89,852
|
|
|
|
|
|
|
|
|
|
|
|
$ |
133,133 |
|
$ |
137,190 |
|
The
accompanying notes are an integral part of these condensed consolidated balance
sheets.
STRATTEC
SECURITY CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
Thousands)
|
|
Nine Months Ended |
|
|
|
March 27, |
|
March 28, |
|
|
|
2005 |
|
2004 |
|
|
|
(unaudited) |
|
CASH
FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
Net
income |
|
$ |
11,782 |
|
$ |
12,648 |
|
Adjustments
to reconcile net income to net cash provided |
|
|
|
|
|
|
|
by
operating activities: |
|
|
|
|
|
|
|
Depreciation
|
|
|
5,440 |
|
|
5,842 |
|
Change
in operating assets and liabilities: |
|
|
|
|
|
|
|
Receivables |
|
|
2,145 |
|
|
(746 |
) |
Inventories |
|
|
(3,398 |
) |
|
(984 |
) |
Other
assets |
|
|
363 |
|
|
1,627 |
|
Accounts
payable and accrued liabilities |
|
|
(11,458 |
) |
|
(3,106 |
) |
Tax
benefit from options exercised |
|
|
949 |
|
|
1,107 |
|
Other,
net |
|
|
224 |
|
|
(121 |
) |
Net
cash provided by operating activities |
|
|
6,047 |
|
|
16,267 |
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
Investment
in joint ventures |
|
|
(75 |
) |
|
(125 |
) |
Purchase
of property, plant and equipment |
|
|
(3,455 |
) |
|
(3,550 |
) |
Net
cash used in investing activities |
|
|
(3,530 |
) |
|
(3,675 |
) |
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
Purchase
of treasury stock |
|
|
(8,826 |
) |
|
(3,614 |
) |
Exercise
of stock options |
|
|
3,435 |
|
|
4,504 |
|
Net
cash (used in) provided by financing activities |
|
|
(5,391 |
) |
|
890 |
|
|
|
|
|
|
|
|
|
NET
(DECREASE) INCREASE IN CASH AND |
|
|
|
|
|
|
|
CASH
EQUIVALENTS |
|
|
(2,874 |
) |
|
13,482 |
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
Beginning
of period |
|
|
54,231 |
|
|
29,902 |
|
End
of period |
|
$ |
51,357 |
|
$ |
43,384 |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
Income
taxes paid |
|
$ |
4,957 |
|
$ |
4,893 |
|
Interest
paid |
|
|
- |
|
|
- |
|
The
accompanying notes are an integral part of these condensed consolidated
statements.
STRATTEC
SECURITY CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis
of Financial Statements
STRATTEC
SECURITY CORPORATION and subsidiaries (collectively the “Company”) designs,
develops, manufacturers and markets mechanical locks, electro-mechanical locks,
latches and related security/access control products for global automotive
manufacturers. The
accompanying condensed unaudited financial statements reflect the consolidated
results of the Company and its wholly owned Mexican subsidiaries.
In the
opinion of management, the accompanying unaudited financial statements contain
all adjustments, which are of a normal recurring nature, necessary to present
fairly the financial position of the Company as of March 27, 2005, and the
results of operations and cash flows for the three and nine month periods then
ended. All significant intercompany transactions have been eliminated. Interim
financial results are not necessarily indicative of operating results for an
entire year.
These
financial statements and notes thereto should be read in conjunction with the
financial statements and notes thereto included in the Company’s 2004 Annual
Report.
Earnings
Per Share (EPS)
A
reconciliation of the components of the basic and diluted per-share computations
follows (in thousands, except per share amounts):
|
|
Three
Months Ended |
|
|
|
|
|
|
|
March
27, 2005 |
|
March
28, 2004 |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Net |
|
Average |
|
Per-Share |
|
Net |
|
Average |
|
Per-Share |
|
|
|
Income |
|
Shares |
|
Amount |
|
Income |
|
Shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share |
|
$ |
3,731 |
|
|
3,798 |
|
$ |
0.98 |
|
$ |
4,447 |
|
|
3,802 |
|
$ |
1.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Options |
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Earnings Per Share |
|
$ |
3,731 |
|
|
3,815 |
|
$ |
0.98 |
|
$ |
4,447 |
|
|
3,873 |
|
$ |
1.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months Ended |
|
|
|
|
|
|
|
March
27, 2005 |
|
March
28, 2004 |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Net |
|
Average |
|
Per-Share |
|
Net |
|
Average |
|
Per-Share |
|
|
|
Income |
|
Shares |
|
Amount |
|
Income |
|
Shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share |
|
$ |
11,782 |
|
|
3,803 |
|
$ |
3.10 |
|
$ |
12,648 |
|
|
3,775 |
|
$ |
3.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Options |
|
|
|
|
|
33 |
|
|
|
|
|
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Earnings Per Share |
|
$ |
11,782 |
|
|
3,836 |
|
$ |
3.07 |
|
$ |
12,648 |
|
|
3,838 |
|
$ |
3.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All outstanding
options were included in the computation of diluted EPS as of March 28, 2004.
Options to purchase the following shares of common stock were outstanding as of
March 27, 2005, but were not included in the computation of diluted EPS because
the options’ exercise prices were greater than the average market price of the
common shares:
|
|
Exercise |
Period
Ended |
Shares |
Price |
|
|
|
March
27, 2005 |
48,540 |
$58.59 |
|
53,290 |
$61.68 |
|
4,500 |
$63.25 |
|
45,000 |
$62.20 |
|
58,040 |
$76.70 |
Comprehensive
Income
The
following table presents the Company’s comprehensive income (in
thousands):
|
|
Three
Months Ended |
|
Nine
Months Ended |
|
|
|
|
|
|
|
|
|
March
27, |
|
March
28, |
|
March
27, |
|
March
28, |
|
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
Net
Income |
|
$ |
3,731 |
|
$ |
4,447 |
|
$ |
11,782 |
|
$ |
12,648 |
|
Change
in Cumulative Translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments,
net |
|
|
(57 |
) |
|
34 |
|
|
37 |
|
|
(202 |
) |
|
|
|
|
|
|
|
|
|
|
Total
Comprehensive Income |
|
$ |
3,674 |
|
$ |
4,481 |
|
$ |
11,819 |
|
$ |
12,446 |
|
|
|
|
|
|
|
|
|
|
|
Stock
Based Compensation
The
Company accounts for its stock-based compensation plans using the intrinsic
value method. Accordingly, no compensation cost related to these plans was
charged against earnings during fiscal 2005 and 2004. Had compensation cost for
these plans been determined using the fair value method rather than the
intrinsic value method, the pro forma impact on earnings per share would have
been as follows (in thousands, except per share amounts):
|
|
Three
Months Ended |
|
Nine
Months Ended |
|
|
|
|
|
|
|
|
|
March
27, |
|
March
28, |
|
March
27, |
|
March
28, |
|
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
Net
Income as Reported |
|
$ |
3,731 |
|
$ |
4,447 |
|
$ |
11,782 |
|
$ |
12,648 |
|
Less
Compensation Expense Determined |
|
|
|
|
|
|
|
|
|
|
|
|
|
Under
Fair Value Method, net of tax |
|
|
(227 |
) |
|
(218 |
) |
|
(721 |
) |
|
(689 |
) |
|
|
|
|
|
|
|
|
|
|
Pro
Forma Net Income |
|
$ |
3,504 |
|
$ |
4,229 |
|
$ |
11,061 |
|
$ |
11,959 |
|
|
|
|
|
|
|
|
|
|
|
Basic
EPS as Reported |
|
$ |
0.98 |
|
$ |
1.17 |
|
$ |
3.10 |
|
$ |
3.35 |
|
Pro
Forma Basic EPS |
|
$ |
0.92 |
|
$ |
1.11 |
|
$ |
2.91 |
|
$ |
3.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
EPS as Reported |
|
$ |
0.98 |
|
$ |
1.15 |
|
$ |
3.07 |
|
$ |
3.30 |
|
Pro
Forma Diluted EPS |
|
$ |
0.92 |
|
$ |
1.10 |
|
$ |
2.90 |
|
$ |
3.13 |
|
In
December 2004, the Financial Accounting Standards Board (FASB) issued a revision
to Statement of Financial Accounting Standards No. 123, “Share Based Payment,”
which requires the recognition of compensation cost related to stock-based
compensation plans in the financial statements using a fair value based method.
The pro-forma impact as stated above will be recognized in the financial
statements for reporting periods beginning in fiscal 2006.
Pension
and Other Post-retirement Benefits
The
Company has a noncontributory defined benefit pension plan covering
substantially all U.S. associates. Benefits are based on years of service and
final average compensation. The Company's policy is to fund at least the minimum
actuarially computed annual contribution required under the Employee Retirement
Income Security Act of 1974 (ERISA). Plan assets consist primarily of listed
equity and fixed income securities. The Company has a noncontributory
supplemental executive retirement plan (SERP), which is a nonqualified defined
benefit plan pursuant to which the Company will pay supplemental pension
benefits to certain key employees upon retirement based upon the employees’
years of service and compensation. The SERP is being funded through a rabbi
trust with M&I Trust Company.
The
Company also sponsors a post-retirement health care plan. The Company recognizes
the expected cost of retiree health care benefits for substantially all U.S.
associates during the years that the associates render service. Any new U.S.
associates hired after June 1, 2001 are no longer eligible for post-retirement
plan benefits. The postretirement health care plan is
unfunded.
The following
table summarizes the net periodic benefit cost recognized for each of the
periods indicated (in thousands):
|
|
Pension
Benefits |
|
Postretirement
Benefits |
|
|
|
Three
Months Ended |
|
Three
Months Ended |
|
|
|
March
27,
2005 |
|
March
28,
2004 |
|
March
27,
2005 |
|
March
28,
2004 |
|
COMPONENTS
OF NET PERIODIC BENEFIT COST: |
|
|
|
|
|
|
|
|
|
Service
cost |
|
$ |
545 |
|
$ |
548 |
|
$ |
74 |
|
$ |
79 |
|
Interest
cost |
|
|
871 |
|
|
814 |
|
|
147 |
|
|
141 |
|
Expected
return on plan assets |
|
|
(1,049 |
) |
|
(864 |
) |
|
- |
|
|
- |
|
Amortization
of prior service cost |
|
|
2 |
|
|
2 |
|
|
4 |
|
|
4 |
|
Amortization
of unrecognized net loss |
|
|
49 |
|
|
46 |
|
|
61 |
|
|
58 |
|
Amortization
of net transition asset |
|
|
(12 |
) |
|
(36 |
) |
|
- |
|
|
- |
|
Net
periodic benefit cost |
|
$ |
406 |
|
$ |
510 |
|
$ |
286 |
|
$ |
282 |
|
|
|
Pension
Benefits |
|
Postretirement
Benefits |
|
|
|
Nine
Months Ended |
|
Nine
Months Ended |
|
|
|
March
27,
2005 |
|
March
28,
2004 |
|
March
27,
2005 |
|
March
28,
2004 |
|
COMPONENTS
OF NET PERIODIC BENEFIT COST: |
|
|
|
|
|
|
|
|
|
Service
cost |
|
$ |
1,637 |
|
$ |
1,648 |
|
$ |
220 |
|
$ |
237 |
|
Interest
cost |
|
|
2,613 |
|
|
2,440 |
|
|
443 |
|
|
423 |
|
Expected
return on plan assets |
|
|
(3,147 |
) |
|
(2,594 |
) |
|
- |
|
|
- |
|
Amortization
of prior service cost |
|
|
6 |
|
|
6 |
|
|
8 |
|
|
8 |
|
Amortization
of unrecognized net loss |
|
|
145 |
|
|
140 |
|
|
187 |
|
|
176 |
|
Amortization
of net transition asset |
|
|
(36 |
) |
|
(112 |
) |
|
- |
|
|
- |
|
Net
periodic benefit cost |
|
$ |
1,218 |
|
$ |
1,528 |
|
$ |
858 |
|
$ |
844 |
|
During
the nine months ended March 27, 2005 and March 28, 2004, the Company contributed
$8 million and $5 million, respectively, to the qualified pension. No additional
contributions are anticipated to be made during the remainder of fiscal
2005.
In May
2004, the FASB issued Financial Staff Position No. 106-2, “Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003” (the Act), to address the impact of the Act
enacted in December 2003. The Act provides a prescription drug benefit for
Medicare eligible employees starting in 2006. The impact of the Act on the
Company is not expected to be material.
Item
2
STRATTEC
SECURITY CORPORATION AND SUBSIDIARIES
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following Management’s Discussion and Analysis should be read in conjunction
with the Company’s accompanying Financial Statements and Notes thereto and the
Company’s 2004 Annual Report. Unless otherwise indicated, all references to
years refer to fiscal years.
Analysis
of Results of Operations
Three
months ended March 27, 2005 compared to the three months ended March 28,
2004
Net sales
for the three months ended March 27, 2005, decreased $3.2 million to $46.1
million compared to net sales of $49.3 million for the three months ended March
28, 2004. Overall sales to the Company’s largest customers decreased in the
current quarter compared to the prior year quarter levels. Sales to
DaimlerChrysler Corporation increased significantly during the quarter to $13.1
million compared to $11.5 million due to additional product content. Sales to
General Motors Corporation were $9.8 million compared to $11.9 million due to a
combination of price reductions, discontinued models and lower levels of
production on certain vehicles the Company supplies. Sales to Delphi Corporation
were $6.8 million compared to $7.6 million due to pre-programmed price
reductions and lower vehicle production volumes. Sales to Mitsubishi Motor
Manufacturing of America, Inc. were $1.1 million in the current quarter compared
to $1.6 million in the prior year quarter due to lower vehicle production
volumes. Sales to Ford Motor Company were $8.3 million compared to $8.8 million
due to pre-programmed price reductions and lower vehicle production volumes.
Sales to Auto Alliance International, Ford Motor’s Company’s joint venture
assembly plant with Mazda, were $667,000 in the current quarter and represents
new lockset content related to the Ford Mustang. Reduced aftermarket and
industrial sales represent the remaining decrease in the current quarter’s
overall sales.
Gross
profit as a percentage of net sales was 22.1 percent in the current quarter
compared to 24.7 percent in the prior year quarter. The lower gross profit
margins in the current year quarter were primarily the result of higher raw
material costs for brass, zinc and magnesium, lower production volumes and a
less favorable overall sales mix. The average zinc price per pound increased to
$0.61 in the current quarter compared to $0.46 in the prior year quarter. The
average brass price per pound increased to $1.92 in the current quarter from
$1.80 in the prior year quarter. The Company uses an average of approximately
750,000 pounds of zinc per month and an average of approximately 200,000 pounds
of brass per month. Increases in the cost of magnesium resulted in price
increases in purchased housing components from vendors of approximately $165,000
during the current quarter.
Engineering,
selling and administrative expenses were $4.8 million in the current quarter,
compared to $5.1 million in the prior year quarter.
Income
from operations was $5.4 million in the current quarter compared to $7.1 million
in the prior year quarter. The decrease is primarily the result of the decreased
sales and gross profit margin as discussed above.
The
effective income tax rate for the current quarter was 34.1 percent compared to
37.5 percent in the prior year quarter. The current quarter income tax provision
includes a state refund claim recovery. The claim recovery net of the federal
income tax impact was $162,000. The overall effective tax rate differs from the
federal statutory tax rate primarily due to the effects of state income taxes.
Nine
months ended March 27, 2005 compared to the nine months ended March 28,
2004
Net sales
for the nine months ended March 27, 2005, decreased $4.6 million to $139.1
million compared to net sales of $143.7 million for the nine months ended March
28, 2004. The overall reduction in sales is the result of lower customer vehicle
production, discontinued models and pre-programmed price decreases. The negative
factors were partially offset by new program sales and additional content
changes on existing products. The change in sales to the Company’s largest
customers in the current period compared to the prior year period include
General Motors Corporation at $32.0 million compared to $38.5 million, Delphi
Corporation at $21.6 million compared to $22.6 million, DaimlerChrysler
Corporation at $36.8 million compared to $29.8 million, Ford Motor Company at
$23.8 million compared to $25.2 million and Mitsubishi Motor Manufacturing of
America, Inc. at $3.4 million compared to $5.5 million. Sales to Auto Alliance
International, Ford Motor’s Company’s joint venture assembly plant with Mazda,
were $1.4 million in the current year period and represents new lockset content
related to the Ford Mustang.
Gross
profit as a percentage of net sales was 23.3 percent in the current year period
compared to 24.2 percent in the prior year period. Gross profit margins were
favorably impacted by the Company’s ongoing cost reduction initiatives including
lean manufacturing initiatives and the movement of certain assembly operations
from Milwaukee to the Juarez, Mexico facilities. This was offset as a result of
reduced sales as noted above, which resulted in lower production volumes,
changes in customer product content with lower margins and higher purchased
material costs for brass, zinc and magnesium. The average zinc price per pound
increased to $0.54 in the current period compared to $0.45 in the prior year
period. The average brass price per pound increased to $1.89 in the current
period from $1.57 in the prior year period. The Company uses an average of
approximately 750,000 pounds of zinc per month and an average of approximately
200,000 pounds of brass per month. Increases in the cost of magnesium resulted
in price increases in purchased housing components from vendors of approximately
$165,000 during the current year period.
Engineering,
selling and administrative expenses were $14.8 million in the nine months ended
March 27, 2005, compared to $15.0 million in the prior year period.
Income
from operations was $17.6 million in the current period compared to $19.7
million in the prior year period. The decrease is primarily the result of the
decreased sales and gross profit margin as discussed above.
The
effective income tax rate for the current period was 36.1 percent compared to
37.5 percent in the prior year period. The current quarter income tax provision
includes a state refund claim recovery. The claim recovery net of the federal
income tax impact was $162,000. The overall effective tax rate differs from the
federal statutory tax rate primarily due to the effects of state income taxes.
Liquidity
and Capital Resources
The
Company generated cash from operating activities of $6.0 million in the nine
months ended March 27, 2005, compared to $16.3 million in the nine months ended
March 28, 2004. The decreased generation of cash from operating activities is
primarily due to a decrease in accounts payable and accrued liabilities of $11.5
million in the current period compared to $3.1 million in the prior year period,
which primarily resulted from contributions to the Company’s qualified pension
plan, the changes in accounts payable balances and the changes in accrued
payroll and benefits balances. An $8 million contribution to the Company’s
qualified pension plan was made during the current period compared to $5 million
in the prior year period. There was a significant increase in the accounts
payable balance in the prior year period as a result of lengthening payment
terms with a significant supplier as well as the timing of payments in
accordance with normal payment terms. Additionally, there was a reduction in the
accounts payable balance in the current year which was based on normal payment
terms with suppliers. Also, there was a larger reduction in accrued payroll and
benefits in the current year period as compared to the prior year period
primarily due to lower bonus amounts accrued to be paid to eligible
associates.
Capital
expenditures during the nine months ended March 27, 2005, were $3.5 million
compared to $3.6 million during the nine months ended March 28, 2004. The
Company anticipates that capital expenditures will be approximately $5.0 million
in fiscal 2005, primarily in support of requirements for new product programs
and the upgrade and replacement of existing equipment.
The Board
of Directors of the Company has authorized a stock repurchase program to buy
back up to 3,439,395 outstanding shares. Over the life of the repurchase program
through March 27, 2005, a total of 3,085,392 shares have been repurchased at a
cost of approximately $114.5 million. During the quarter ended March 27, 2005,
44,800 shares were repurchased at a cost of approximately $2.6 million.
Additional repurchases may occur from time to time. Funding for the repurchases
was provided by cash flow from operations.
The
Company has a $50.0 million unsecured, line of credit (the “Line of Credit”),
which expires October 31, 2005. There were no outstanding borrowings under the
Line of Credit at March 27, 2005. Interest on borrowings under the Line of
Credit are at varying rates based, at the Company’s option, on the London
Interbank Offering Rate or the bank’s prime rate. The Line of Credit contains
various restrictive non-financial covenants. The Company believes that the Line
of Credit is adequate, along with cash flow from operations, to meet its
anticipated capital expenditure, working capital and operating expenditure
requirements.
The
Company has not been significantly impacted by inflationary pressures over the
last several years, except for rising health care costs which have increased the
Company’s cost of employee medical coverage, fluctuations in the market price of
zinc and brass, and inflation in Mexico, which impacts the U.S. dollar costs of
the Mexican operations. The Company has entered into purchase commitments for a
percentage of its zinc requirements through June 2005. These commitments will
reduce the financial impact of future price fluctuations. The Company does not
hedge the peso exposure.
Joint
Ventures
On
November 28, 2000, the Company signed certain alliance agreements with E. WITTE
Verwaltungsgesellschaft GmbH, and its operating unit, WITTE-Velbert GmbH &
Co. KG (“WITTE”). WITTE, of Velbert, Germany, is a privately held, QS 9000 and
VDA 6.1 certified automotive supplier. WITTE designs, manufactures and markets
components including locks and keys, hood latches, rear compartment latches,
seat back latches, door handles and specialty fasteners. WITTE’s primary market
for these products has been Europe. The WITTE-STRATTEC alliance provides a set
of cross-licensing agreements for the manufacture, distribution and sale of
WITTE products by the Company in North America, and the manufacture,
distribution and sale of the Company’s products by WITTE in Europe.
Additionally, a joint venture company (“WITTE-STRATTEC LLC”) - in which each
company holds a 50 percent interest - has been established to seek opportunities
to manufacture and sell both companies’ products in areas of the world outside
of North America and Europe.
In
November 2001, WITTE-STRATTEC do Brasil, a joint venture formed between
WITTE-STRATTEC LLC and Ifer Estamparia e Ferramentaria Ltda. was formed to
service customers in South America. On March 1, 2002, WITTE-STRATTEC China was
formed and in April 2004, WITTE-STRATTEC Great Shanghai Co. was formed.
WITTE-STRATTEC China and WITTE-STRATTEC Great Shanghai Co. are joint ventures
between WITTE-STRATTEC LLC and a unit of Elitech Technology Co. Ltd. of Taiwan
and are the base of operations to service the Company’s automotive customers in
the Asian market.
The
investments are accounted for using the equity method of accounting. The
activities related to the joint ventures resulted in a loss of approximately
$75,000 in the nine month period ended March 27, 2005 and a gain of
approximately $94,000 in the prior year period.
Critical
Accounting Policies
The
Company believes the following represents its critical accounting
policies:
Pension
and Post-Retirement Health Benefits - The determination of the obligation and
expense for pension and post-retirement health benefits is dependent on the
selection of certain assumptions used by actuaries in calculating such amounts.
Those assumptions are described in the Notes to Financial Statements in the
Company’s 2004 Annual Report and include, among others, the discount rate,
expected long-term rate of return on plan assets and rates of increase in
compensation and health care costs. In accordance with accounting principles
generally accepted in the United States of America, actual results that differ
from these assumptions are accumulated and amortized over future periods. While
the Company believes that the assumptions used are appropriate, significant
differences in the actual experience or significant changes in the assumptions
may materially affect the pension and post-retirement health obligations and
future expense.
Other
Reserves - The Company has reserves such as an environmental reserve, an
incurred but not reported claim reserve for self-insured health plans, a
worker’s compensation reserve, and a repair and maintenance supply parts
reserve. These reserves require the use of estimates and judgement with regard
to risk exposure, ultimate liability and net realizable value. The Company
believes such reserves are estimated using consistent and appropriate methods.
However, changes to the assumptions could materially affect the recorded
reserves.
Risk
Factors
The
Company understands it is subject to the following risk factors based on its
operations and the nature of the automotive industry in which it
operates:
Loss of
Significant Customers, Vehicle Content and Market Share - Sales to General
Motors Corporation, Ford Motor Company, DaimlerChrysler Corporation and Delphi
Corporation represent approximately 81 percent of the Company’s annual sales.
The contracts with these customers provide for supplying the customer’s
requirements for a particular model. The contracts do not specify a specific
quantity of parts. The contracts typically cover the life of a model, which
averages approximately four to five years. Certain customer models may also be
market tested annually. Therefore, the loss of any one of these customers, the
loss of a contract for a specific vehicle model, reduction in vehicle content,
technological changes or a significant reduction in demand for certain key
models could have a material adverse effect on the Company’s existing and future
revenues and net income.
The
Company’s major customers also have significant underfunded legacy liabilities
related to pension and post-retirement health care obligations. The future
impact of these items along with a continuing decline in their North American
automotive market share to the Foreign-Owned North American Automotive
Manufacturers (primarily the Japanese Automotive Manufacturers) may have a
significant impact on the Company’s future sales and collectibility
risks.
Cost
Reduction - There is continuing pressure from the Company’s major customers to
reduce the prices the Company charges for its products. This requires the
Company to generate cost reductions, including reductions in the cost of
components purchased from outside suppliers. If the Company is unable to
generate sufficient production cost savings in the future, to offset programmed
price reductions, the Company’s gross margin and profitability will be adversely
affected.
Cyclicality
and Seasonality in the Automotive Market - The automotive market is highly
cyclical and is dependent on consumer spending and to a certain extent on
customer sales incentives. Economic factors adversely affecting consumer demand
for automobiles and automotive production could adversely impact the Company’s
revenues and net income. The Company typically experiences decreased revenue and
operating income during the first fiscal quarter of each year due to the impact
of scheduled customer plant shut-downs in July and new model
changeovers.
Foreign
Operations - As discussed under Joint Ventures, the Company has joint venture
investments in both Brazil and China. These operations are currently not
material. However, as these operations expand, their success will depend, in
part, on the Company’s and its partners’ ability to anticipate and effectively
manage certain risks inherent in international operations including: enforcing
agreements and collecting receivables through certain foreign legal systems,
payment cycles of foreign customers, compliance with foreign tax laws, general
economic and political conditions in these countries, and compliance with
foreign laws and regulations.
Currency
Exchange Rate Fluctuations - The Company incurs a portion of its expenses in
Mexican pesos. Exchange rate fluctuations between the U.S. dollar and the
Mexican peso could have an adverse effect on financial results.
Sources
of and Fluctuations in Market Prices of Raw Materials - The primary raw
materials used by the Company are high-grade zinc, brass, magnesium, aluminum,
steel and plastic resins. These materials are generally available from a number
of suppliers, but the Company has chosen to concentrate its sourcing with one
primary vendor for each commodity or purchased component. The Company believes
its sources of raw materials are reliable and adequate for its needs. However,
the development of future sourcing issues related to the availability of these
materials as well as significant fluctuations in the market prices of these
materials may have an adverse affect on the Company’s financial
results.
Disruptions
Due to Work Stoppages and Other Labor Matters - The Company’s major customers
and many of their suppliers have unionized work forces. Work stoppages or
slow-downs experienced by the Company’s customers or their suppliers could
result in slow-downs or closures of assembly plants where the Company’s products
are included in assembled vehicles. For example, strikes by the United Auto
Workers led to a shut-down of most of General Motors Corporation’s North
American assembly plants in June and July of 1998. A material work stoppage
experienced by one or more of the Company’s customers could have an adverse
effect on the Company’s business and its financial results. In addition, all
production associates at the Company’s Milwaukee facility are unionized. A
sixteen-day strike by these associates in June 2001 resulted in increased costs
by the Company as all salaried associates worked with additional outside
resources to produce the components necessary to meet customer requirements. The
current contract with the unionized associates is effective through June 26,
2005. The Company may encounter further labor disruption after the expiration
date of this contract and may also encounter unionization efforts in its other
plants or other types of labor conflicts, any of which could have an adverse
effect on the Company’s business and its financial results.
Environmental
and Safety Regulations - The Company is subject to federal, state, local and
foreign laws and other legal requirements related to the generation, storage,
transport, treatment and disposal of materials as a result of its manufacturing
and assembly operations. These laws include the Resource Conservation and
Recovery Act (as amended), the Clean Air Act (as amended) and the Comprehensive
Environmental Response, Compensation and Liability Act (as amended). The Company
has an environmental management system that is ISO-14001 certified. The Company
believes that its existing environmental management system is adequate and it
has no current plans for substantial capital expenditures in the environmental
area. An environmental reserve was established in 1995 for estimated costs to
remediate a site at the Company’s Milwaukee facility that was contaminated by a
former above-ground solvent storage tank, located on the east side of the
facility. The contamination occurred in 1985. This is being monitored in
accordance with federal, state and local requirements. The Company does not
currently anticipate any material adverse impact on its results of operations,
financial condition or competitive position as a result of compliance with
federal, state, local and foreign environmental laws or other legal
requirements. However, risk of environmental liability and changes associated
with maintaining compliance with environmental laws is inherent in the nature of
the Company’s business and there is no assurance that material liabilities or
changes could not arise.
Highly
Competitive Automotive Supply Industry - The automotive component supply
industry is highly competitive. Some of the Company’s competitors are companies,
or divisions or subsidiaries of companies, that are larger than the Company and
have greater financial and technology capabilities. The Company’s products may
not be able to compete successfully with the products of these other companies,
which could result in loss of customers and, as a result, decreased revenues and
profitability. In addition, the Company’s competitive position in the North
American automotive component supply industry could be adversely affected in the
event that it is unsuccessful in making strategic acquisitions, alliances or
establishing joint ventures that would enable it to expand globally. The Company
principally competes for new business at the beginning of the development of new
models and upon the redesign of existing models by its major customers. New
model development generally begins two to five years prior to the marketing of
such new models to the public. The failure to obtain new business on new models
or to retain or increase business on redesigned existing models could adversely
affect the Company’s business and financial results. In addition, as a result of
relatively long lead times for many of its components, it may be difficult in
the short-term for the Company to obtain new sales to replace any unexpected
decline in the sale of existing products. Finally, the Company may incur
significant product development expense in preparing to meet anticipated
customer requirements which may not be recovered.
Program
Volume and Pricing Fluctuations - The Company incurs costs and makes capital
expenditures for new program awards based upon certain estimates of production
volumes over the anticipated program life for certain vehicles. While the
Company attempts to establish the price of its products for variances in
production volumes, if the actual production of certain vehicle models is
significantly less than planned, the Company’s revenues and net income may be
adversely affected. The Company cannot predict its customers’ demands for the
products it supplies either in the aggregate or for particular reporting
periods.
Investments
in Customer Program Specific Assets - The Company makes investments in machinery
and equipment used exclusively to manufacture products for specific customer
programs. This machinery and equipment is capitalized and depreciated over the
expected useful life of each respective asset. Therefore, the loss of any one of
the Company’s major customers or specific vehicle models could result in
impairment in the value of these assets and have a material adverse effect on
the Company’s financial results.
Prospective
Information
A number
of the matters and subject areas discussed in this Form 10-Q contain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements may be identified by the use of
forward-looking words or phrases such as “anticipate,” “believe,” “would,”
“expect,” “intend,” “may,” “planned,” “potential,” “should,” “will,” and
“could.” These include expected future financial results, product offerings,
global expansion, liquidity needs, financing ability, planned capital
expenditures, management's or the Company's expectations and beliefs, and
similar matters discussed in the Company’s Management's Discussion and Analysis
of Financial Condition and Results of Operations. The discussions of such
matters and subject areas are qualified by the inherent risks and uncertainties
surrounding future expectations generally, and also may materially differ from
the Company's actual future experience.
The
Company's business, operations and financial performance are subject to certain
risks and uncertainties, which could result in material differences in actual
results from the Company's current expectations. These risks and uncertainties
include, but are not limited to, general economic conditions, in particular
relating to the automotive industry, customer demand for the Company’s and its
customers’ products, competitive and technological developments, customer
purchasing actions, foreign currency fluctuations, costs of operations and other
matters described under “Risk Factors” above.
Shareholders,
potential investors and other readers are urged to consider these factors
carefully in evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. The forward-looking
statements made herein are only made as of the date of this Form 10-Q and the
Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances occurring after the
date of this Form 10-Q.
Item 3
Quantitative and Qualitative Disclosures About Market Risk
The
Company does not utilize financial instruments for trading purposes and holds no
derivative financial instruments which would expose the Company to significant
market risk. The Company has not had outstanding borrowings since December 1997.
The Company has been in an investment position since this time and expects to
remain in an investment position for the foreseeable future. There is therefore
no significant exposure to market risk for changes in interest rates.
The
Company is subject to foreign currency exchange rate exposure related to the
Mexican operations.
Item 4
Controls and Procedures
As of the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended). Based on this evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic
filings with the Securities and Exchange Commission. It should be noted that in
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
The Company has designed its disclosure controls and procedures to reach a level
of reasonable assurance of achieving the desired control objectives and, based
on the evaluation described above, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective at reaching that level of reasonable
assurance.
There was
no change in the Company's internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934,
as amended) during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
Part
II
Other
Information
Item 1
Legal Proceedings -
In the normal
course of business, the Company may be involved in various legal proceedings
from time to time. The Company does not believe it is currently involved in any
claim or action the ultimate disposition of which would have a material adverse
effect on the Company’s financial statements.
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds -
Issuer
Purchases of Equity Securities
Period |
|
Total
Number Of Shares Purchased |
|
Average
Price Paid Per Share |
|
Total
Number Of Shares Purchased As Part of
Publicly Announced Program |
|
Maximum
Number Of Shares that May Yet be
Purchased Under the Program |
|
|
|
|
|
|
|
|
|
|
|
December
27, 2004-January 30, 2005 |
|
|
16,300 |
|
$ |
59.30 |
|
|
16,300 |
|
|
182,503 |
|
January
31, 2005-February 27, 2005 |
|
|
20,400 |
|
$ |
56.44 |
|
|
20,400 |
|
|
362,103 |
|
February
28, 2005-March 27, 2005 |
|
|
8,100 |
|
$ |
56.02 |
|
|
8,100 |
|
|
354,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
44,800 |
|
$ |
57.41 |
|
|
44,800 |
|
|
354,003 |
|
The
Company’s Board of Director’s authorized a stock repurchase program on October
16, 1996, and the program was publicly announced on October 17, 1996. The Board
of Director’s has periodically increased the number of shares authorized under
the program, most recently in February 2005 when an additional 200,000 shares
was authorized for repurchase. The program currently authorizes the repurchase
of up to 3,439,395 shares of the Company’s common stock from time to time,
directly or through brokers or agents, and has no expiration date.
Item 3
Defaults Upon Senior Securities - None
Item 4
Submission of Matters to a Vote of Security Holders - None
Item 5
Other Information - None
Item 6
Exhibits
(a) Exhibits
10.1 Employment
Agreement between the Company and the identified executive officer
10.2 Change in
Control Agreement between the Company and the identified executive
officer
31.1 Rule
13a-14(a) Certification for Harold M. Stratton II, Chairman and Chief Executive
Officer
31.2 Rule
13a-14(a) Certification for Patrick J. Hansen, Chief Financial
Officer
32
(1) 18 U.S.C.
Section 1350 Certifications
__________________________
(1)
This
certification is not "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
STRATTEC
SECURITY CORPORATION (Registrant)
Date:
April 29,
2005 By
/s/
Patrick J.
Hansen
Patrick J.
Hansen
Chief Financial
Officer,
Treasurer and
Secretary
(Principal Accounting
and Financial Officer)
Exhibit 10.1 to 1st Qtr 2005 Form 10-Q
Exhibit
10.1
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT is made as of the 1st of
March, 2005, by and between STRATTEC SECURITY CORPORATION, a Wisconsin
corporation (the "Company"), and Dennis Kazmierski (the
"Employee").
RECITAL
The Company
desires to employ the Employee and the Employee is willing to make his services
available to the Company on the terms and conditions set forth
below.
AGREEMENTS
In
consideration of the premises and the mutual agreements which follow, the
parties agree as follows:
1. Employment. The
Company hereby employs the Employee and the Employee hereby accepts employment
with the Company on the terms and conditions set forth in this
Agreement.
2. Term. The
term of the Employee's employment hereunder shall commence effective on March 1,
2005 and shall continue through June 30, 2005, and
shall thereafter be automatically renewed for successive fiscal year terms
unless either the Company or Employee gives notice of nonrenewal not less than
30 days prior to the end of the then current term (the "Employment
Period").
3. Duties. The
Employee shall serve as the Vice President- Marketing and Sales of the Company
and will, under the direction of Harry Stratton, faithfully and to the best of
Employee's ability, perform the duties of the Vice President - Marketing and
Sales. Dennis Kazmierski shall be one of the principal executive officers of the
Company and shall, subject to the control of Harry Stratton supervise the Sales
and Marketing functions of the Company. The Employee shall also perform such
additional duties and responsibilities which may from time to time be reasonably
assigned or delegated by Harry Stratton. The Employee agrees to devote
Employee's entire business time, effort, skill and attention to the proper
discharge of such duties while employed by the Company. However, the Employee
may engage in other business activities unrelated to, and not in conflict with,
the business of the Company if Harry Stratton consents in writing to such other
business activity.
4. Compensation. The
Employee shall receive a base salary of $181,000 per year,
payable in regular and semi-monthly installments (the "Base Salary"). Employee's
Base Salary shall be reviewed annually by the Board of Directors of the Company
to determine appropriate increases, if any, in such Base Salary.
(a) Medical,
Health, Dental, Disability and Life Coverage. The
Employee shall be eligible to participate in any medical, health, dental,
disability and life insurance policy in effect for senior management of the
Company (collectively, the "Senior Management").
(b) Incentive
Bonus and Stock Ownership Plans. The
Employee shall be entitled to participate in any incentive bonus or other
incentive compensation plan developed generally for the Senior Management of the
Company, on a basis consistent with Employee's position and level of
compensation with the Company. The Employee shall also be entitled to
participate in any incentive stock option plan or other stock ownership plan
developed generally for the Senior Management of the Company, on a basis
consistent with Employee's position and level of compensation with the
Company.
(c) Reimbursement
for Reasonable Business Expenses. Subject
to the terms and conditions of the Company's expense reimbursement policy, the
Company shall pay or reimburse the Employee for reasonable expenses incurred by
Employee in connection with the performance of Employee's duties pursuant to
this Agreement, including, but not limited to, travel expenses, expenses in
connection with seminars, professional conventions or similar professional
functions and other reasonable business expenses.
6. Termination
of Employment.
(a) Termination
for Cause, Disability or Death. During
the term of this Agreement, the Company shall be entitled to terminate the
Employee's employment at any time upon the "Disability" of the Employee or for
"Cause" upon notice to the Employee. The Employee's employment hereunder shall
automatically terminate upon the death of the Employee. For purposes of this
Agreement, "Disability" shall mean a physical or mental sickness or any injury
which renders the Employee incapable of performing the essential functions of
Employee's job (with or without reasonable accommodations) and which does or may
be expected to continue for more than 4 months during any 12-month period. In
the event Employee shall be able to perform the essential functions of
Employee's job (with or without reasonable accommodations) following a period of
disability, and does so perform such duties, or such other duties as are
prescribed by the President of the Company, for a period of three continuous
months, any subsequent period of disability shall be regarded as a new period of
disability for purposes of this Agreement. The Company and the Employee shall
determine the existence of a Disability and the date upon which it occurred. In
the event of a dispute regarding whether or when a Disability occurred, the
matter shall be referred to a medical doctor selected by the Company and the
Employee. In the event of their failure to agree upon such a medical doctor, the
Company and the Employee shall each select a medical doctor who together shall
select a third medical doctor who shall make the determination. Such
determination shall be conclusive and binding upon the parties
hereto.
The Company may
terminate the Employee's employment under this Agreement
for "Cause," effective immediately upon delivery of notice to the Employee.
Cause shall be deemed to exist if the Employee shall have (1) materially
breached the terms of this Agreement; (2) willfully failed to substantially
perform his duties, other than a failure resulting from incapacity due to
physical or mental illness; or (3) serious misconduct which is demonstrably
and substantially injurious to the Company. No act or failure to act will be
considered "cause" if such act or failure is done in good faith and with a
reasonable belief that it is in the best interests of the Company.
In the event of
termination for Disability or death, payments of the Employee's Base Salary
shall be made to the Employee, his designated beneficiary or Employee's estate
for a period of six months after the date of the termination (even if this
period would extend beyond the Employment Period); provided, however that the
foregoing payments in the event of a Disability shall be reduced by the amount,
if any, that is paid to Employee pursuant to a disability plan or policy
maintained by the Company. During this period, the Company shall also reimburse
the Employee for amounts paid, if any, to continue medical, dental and health
coverage pursuant to the provisions of the Consolidated Omnibus Budget
Reconciliation Act. During this period, the Company will also continue
Employee's life insurance and disability coverage, to the extent permitted under
applicable policies, and will pay to the Employee the fringe benefits pursuant
to section 5 which have accrued prior to the date of termination. Termination of
this Agreement for a Disability shall not change Employee's rights to receive
benefits, if any, pursuant to any disability plan or policy then maintained by
the Company.
(b) Termination
Without Cause. If the
Employee's employment is terminated by the Company for any reason other than for
Cause, Disability or death, or if this Agreement is terminated by the Company
for what the Company believes is Cause or Disability, and it is ultimately
determined that the Employee was wrongfully terminated, Employee shall, as
damages for such a termination, receive Employee's Base Salary, for the
remainder of the Employment Period or six months, if longer. During this period,
the Company shall also reimburse the Employee for amounts paid, if any, to
continue medical, dental and health coverage pursuant to the provisions of the
Consolidated Omnibus Budget Reconciliation Act. During this period, the Company
will also continue Employee's life insurance and disability coverage, to the
extent permitted under applicable policies, and will pay to the Employee the
fringe benefits pursuant to section 5 which have accrued prior to the date
of termination. The Company's termination of the Employee's employment under
this section 6(b) shall immediately relieve the Employee of all obligations
under this Agreement (except as provided in sections 7 and 8) and, except as
provided below, shall not be construed to require the application of any
compensation which the Employee may earn in any such other employment to reduce
the Company's obligation to provide severance benefits and liquidated damages
under this section 6(b).
(c) Effect
of Termination. The
termination of the Employee's employment pursuant to section 6 shall not
affect the Employee's obligations as described in sections 7
and 8.
7. Noncompetition. The
parties agree that the Company's customer contacts and relations are established
and maintained at great expense and by virtue of the Employee's employment with
the Company, the Employee will have unique and extensive exposure to and
personal contact with the Company's customers, and that Employee will be able to
establish a unique relationship with those individuals and entities that will
enable Employee, both during and after employment, to unfairly compete with the
Company. Further, the parties agree that the terms and conditions of the
following restrictive covenants are reasonable and necessary for the protection
of the Company's business, trade secrets and confidential information and to
prevent great damage or loss to the Company as a result of action taken by the
Employee. The Employee acknowledges that the noncompete restrictions and
nondisclosure of confidential information restrictions contained in this
Agreement are reasonable and the consideration provided for herein is sufficient
to fully and adequately compensate the Employee for agreeing to such
restrictions. The Employee acknowledges that Employee could continue to actively
pursue Employee's career and earn sufficient compensation in the same or similar
business without breaching any of the restrictions contained in this
Agreement.
(a) During
Term of Employment. The
Employee hereby covenants and agrees that, during Employee's employment with the
Company, Employee shall not, directly or indirectly, either individually or as
an employee, principal, agent, partner, shareholder, owner, trustee,
beneficiary, co-venturer, distributor, consultant or in any other capacity,
participate in, become associated with, provide assistance to, engage in or have
a financial or other interest in any business, activity or enterprise which is
competitive with or a supplier to the Company or any successor or assign of the
Company. The ownership of less than a one percent interest in a corporation
whose shares are traded in a recognized stock exchange or traded in the
over-the-counter market, even though that corporation may be a competitor of the
Company, shall not be deemed financial participation in a
competitor.
(b) Upon
Termination of Employment. The
Employee agrees that during a period after termination of Employee's employment
with the Company equal to the shorter of one year or the duration of Employee's
employment with the Company, Employee will not, directly or indirectly, either
individually or as an employee, agent, partner, shareholder, owner, trustee,
beneficiary, co-venturer, distributor, consultant or in any other
capacity:
(i) Canvass,
solicit or accept from any person or entity who is a customer of the Company
(any such person or entity is hereinafter referred to individually as a
"Customer" and collectively as the "Customers") any business in competition with
the business of the Company or the successors or assigns of the Company,
including the canvassing, soliciting or accepting of business from any
individual or entity which is or was a Customer of the Company within the
two-year period preceding the date on which the canvassing, soliciting or
accepting of business begins.
(ii) Request
or advise any of the Customers, suppliers, or other business contacts of the
Company who currently have or have had business relationships with the Company
within two years preceding the date hereof or within two years preceding the
date of such action, to withdraw, curtail or cancel any of their business or
relations with the Company.
(iii) Induce or
attempt to induce any employee, sales representative, consultant or other
personnel of the Company to terminate his or her relationship or breach his or
her agreements with the Company.
(iv) Use,
disclose, divulge or transmit or cause to be used by or disclosed, divulged or
transmitted to any third party, any information acquired by the Employee during
the Employment Period which relates to the trade secrets and confidential
information of the Company, except as may be required by law.
(v) Participate
in, become associated with, provide assistance to, engage in or have a financial
or other interest in any business, activity or enterprise which is competitive
with the business of the Company or any successor or assign of the Company to
the extent such activities relate to products or services which are competitive
with the products and services of the Company; provided, however, that the
ownership of less than 1% of the stock of a corporation whose shares are traded
in a recognized stock exchange or traded in the over-the-counter market, even
though that corporation may be a competitor of the Company, shall not be deemed
financial participation in a competitor.
For purposes of this section 7, a
competitive business is defined as a business which is involved in designing,
developing, manufacturing or marketing mechanical, electro-mechanical and/or
electronic security and access control products in the global motor vehicle
industry.
8. Confidential
Information. The
parties agree that the Company's customers, business connections, suppliers,
customer lists, procedures, operations, techniques, and other aspects of its
business are established at great expense and protected as confidential
information and provide the Company with a substantial competitive advantage in
conducting its business. The parties further agree that by virtue of the
Employee's employment with the Company, Employee will have access to, and be
entrusted with, secret, confidential and proprietary information, and that the
Company would suffer great loss and injury if the Employee would disclose this
information or use it to compete with the Company. Therefore, the Employee
agrees that during the term of Employee's employment, and for a period of two
years after the termination of his employment with the Company, Employee will
not, directly or indirectly, either individually or as an employee, agent,
partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor,
consultant or in any other capacity, use or disclose, or cause to be used or
disclosed, any secret, confidential or proprietary information acquired by the
Employee during Employee's employment with the Company whether owned by the
Company prior to or discovered and developed by the Company subsequent to the
Employee's employment, and regardless of the fact that the Employee may have
participated in the discovery and the development of that information. Employee
also agrees and acknowledges that Employee will comply with all applicable laws
regarding insider trading or the use of material nonpublic information in
connection with the trading of securities.
9. Common
Law of Torts and Trade Secrets. The
parties agree that nothing in this Agreement shall be construed to limit or
negate the common law of torts or trade secrets where it provides the Company
with broader protection than that provided herein.
10. Specific
Performance. The
Employee acknowledges and agrees that irreparable injury to the Company may
result in the event the Employee breaches any covenant and agreement contained
in sections 7 and 8 and that the remedy at law for the breach of any
such covenant will be inadequate. Therefore, if the Employee engages in any act
in violation of the provisions of sections 7 and 8, the Employee
agrees that the Company shall be entitled, in addition to such other remedies
and damages as may be available to it by law or under this Agreement, to
injunctive relief to enforce the provisions of sections 7
and 8.
11. Waiver. The
failure of either party to insist, in any one or more instances, upon
performance of the terms or conditions of this Agreement shall not be construed
as a waiver or a relinquishment of any right granted hereunder or of the future
performance of any such term, covenant or condition.
12. Notices. Any
notice to be given hereunder shall be deemed sufficient if addressed in writing,
and delivered by registered or certified mail or delivered personally, in the
case of the Company, to its principal business office, and in the case of the
Employee, to his address appearing on the records of the Company, or to such
other address as he may designate in writing to the Company.
13. Severability. In
the event that any provision shall be held to be invalid or unenforceable for
any reason whatsoever, it is agreed such invalidity or unenforceability shall
not affect any other provision of this Agreement and the remaining covenants,
restrictions and provisions hereof shall remain in full force and effect and any
court of competent jurisdiction may so modify the objectionable provision as to
make it valid, reasonable and enforceable. Furthermore,
the parties specifically acknowledge the above covenant not to compete and
covenant not to disclose confidential information are separate and independent
agreements.
14. Amendment. This
Agreement may only be amended by an agreement in writing signed by all of the
parties hereto.
15. Governing
Law. This
Agreement shall be governed by and construed exclusively in accordance with the
laws of the State of Wisconsin, regardless of choice of law requirements. The
parties hereby consent to the jurisdiction of the state courts of the State of
Wisconsin and of any federal court in the venue of Wisconsin for the purpose of
any suit, action or proceeding arising out of or related to this Agreement, and
expressly waive any and all objections they may have as to venue in any of such
courts.
16. Dispute
Resolution. The
parties hereto shall attempt to resolve disputes arising out of or relating to
this Agreement. Any dispute not resolved in writing within 21 days may be
referred by either party to mediation involving a mediator (a third party
neutral), trained and experienced in the mediation process and mutually agreed
to by the parties. The mediator shall ascribe to and follow the AAA/SPIDR or ABA
code of ethics for mediators in conduct and management of the mediation process.
Expenses for the mediation shall be shared equally by the parties unless
otherwise agreed during the mediation process. The parties may be accompanied in
the mediation process by legal counsel, and/or other persons mutually agreed to
by the parties and the mediator. All participants will openly and honestly
participate in the mediation. The mediation may be terminated at any time, for
any reason by the mediator or by either party. Any resolution reached by the
parties during the mediation shall be recorded in writing and agreed to by the
parties. Such resolution may be drafted and/or revised by the parties' legal
counsel and shall be legally binding on the parties.
17. Benefit. This
Agreement shall be binding upon and inure to the benefit of and shall be
enforceable by and against the Company, its successors and assigns and the
Employee, his heirs, beneficiaries and legal representatives. It is agreed that
the rights and obligations of the Employee may not be delegated or
assigned.
IN
WITNESS WHEREOF, the parties have executed or caused this Agreement to be
executed as of the day, month and year first above written.
EMPLOYEE STRATTEC
SECURITY CORPORATION
/s/
Dennis A.
Kazmierski BY /s/
Harold M. Stratton
II
Dennis A.
Kazmierski
Harold M.
Stratton II,
Chairman of the
Board
and Chief
Executive Officer
Exhibit 10.2 to 1st Qtr 2005 Form 10-Q
Exhibit
10.2
EMPLOYMENT
AGREEMENT
AGREEMENT
by and between STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the
"Company") and Dennis Kazmierski (“the "Executive"), dated as of the
1st day
of March,
2005.
The Board
of Directors of the Company (the "Board"), has determined that it is in the best
interests of the Company and its shareholders to assure that the Company will
have the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company.
The Board believes it is imperative to diminish the inevitable distraction of
the Executive by virtue of the personal uncertainties and risks created by a
pending or threatened Change of Control and to encourage the Executive's full
attention and dedication to the Company currently and in the event of any
threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of the Executive will be
satisfied and which are competitive with those of other corporations. Therefore,
in order to accomplish these objectives, the Board has caused the Company to
enter into this Agreement.
NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain
Definitions.
(a) The
"Effective Date" shall mean the first date during the Change of Control Period
(as defined in Section l(b)) on which a Change of Control (as defined in
Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if the Executive's employment
with the Company or this Agreement is terminated prior to the date on which the
Change of Control occurs, and if it is reasonably demonstrated by the Executive
that such termination of employment or of this Agreement (i) was at the
request of a third party who has taken steps reasonably calculated to effect a
Change of Control or (ii) otherwise arose in connection with or
anticipation of a Change of Control, then for all purposes of this Agreement the
"Effective Date" shall mean the date immediately prior to the date of such
termination of employment or purported termination of this
Agreement.
(b) The
"Change of Control Period" shall mean the period commencing on the date hereof
and ending on the third anniversary of the date hereof; provided, however, that
commencing on the date one year after the date hereof, and on each annual
anniversary of such date (such date and each annual anniversary thereof shall be
hereinafter referred to as the "Renewal Date"), unless previously terminated,
the Change of Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least 60 days prior to the
Renewal Date the Company shall give notice to the Executive that the Change of
Control Period shall not be so extended.
2. Change
of Control. For the
purpose of this Agreement, a "Change of Control" shall mean:
(a) The
acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not constitute a Change
of Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii)
and (iii) of subsection (c) of this Section 2; or
(b) Individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(c) Approval
by the shareholders of the Company of a reorganization, merger or consolidation
(a "Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or
(d) Approval
by the shareholders of the Company of (i) a complete liquidation or
dissolution of the Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, [a] more
than 60% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, [b] less than
20% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by any Person
(excluding any employee benefit plan (or related trust) of the Company or such
corporation), except to the extent that such Person owned 20% or more of the
Outstanding Company Common Stock or Outstanding Company Voting Securities prior
to the sale or disposition, and [c] at least a majority of the members of
the board of directors of such corporation were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of the
Board, providing for such sale or other disposition of assets of the Company or
were elected, appointed or nominated by the Board.
3. Employment
Period. The
Company hereby agrees to continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Company subject to the terms and
conditions of this Agreement, for the period commencing on the Effective Date
and ending on the third an-niversary of such date (the "Employment
Period").
4. Terms
of Employment.
(a) Position
and Duties.
(i) During
the Employment Period, [a] the Executive's position (including status,
offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with
the most significant of those held, exercised and assigned at any time during
the 120-day period immediately preceding the Effective Date and [b] the
Executive's services shall be performed at the location where the Executive was
employed immediately preceding the Effective Date or any office or location less
than 35 miles from such location.
(ii) During
the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the business and affairs of
the Company and, to the extent necessary to discharge the responsibilities
assigned to the Executive hereunder, to use the Executive's reasonable best
efforts to perform faithfully and efficiently such responsibilities. During the
Employment Period it shall not be a violation of this Agreement for the
Executive to [a] serve on corporate, civic or charitable boards or
committees, [b] deliver lectures, fulfill speaking engagements or teach at
educational institutions and [c] manage personal investments, so long as
such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.
(b) Compensation.
(i) Base
Salary. During
the Employment Period, the Executive shall receive an annual base salary
("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to
twelve times the highest monthly base salary paid or payable, including any base
salary which has been earned but deferred, to the Executive by the Company and
its affiliated companies in respect of the 12-month period immediately preceding
the month in which the Effective Date occurs. During the Employment Period, the
Annual Base Salary shall be reviewed no more than 12 months after the last
salary increase awarded to the Executive prior to the Effective Date and
thereafter at least annually and shall be first increased no more than
12 months after the last salary increase awarded to the Executive prior to
the Effective Date and thereafter at least annually by the higher of (x) the
average increase (excluding promotional increases) in base salary awarded to the
Executive for each of the three full fiscal years (annualized in the case of any
fiscal year consisting of less than twelve full months or during which the
Executive was employed for less than twelve months) prior to the Effective Date,
and (y) the percentage increase (excluding promotional increases) in base salary
generally awarded to peer executives of the Company and its affiliated companies
for the year of determination. Any increase in Annual Base Salary shall not
serve to limit or reduce any other obligation to the Executive under this
Agreement. Annual Base Salary shall not be reduced after any such increase and
the term Annual Base Salary as utilized in this Agreement shall refer to Annual
Base Salary as so increased. As used in this Agreement, the term "affiliated
companies" shall include any company controlled by, controlling or under common
control with the Company.
(ii) Annual
Bonus. In
addition to Annual Base Salary, the Executive shall be awarded, for each fiscal
year ending during the Employment Period, an annual bonus (the "Annual Bonus")
in cash at least equal to the higher of (x) the average of the three highest
bonuses paid or payable, including any bonus or portion thereof which has been
earned but deferred, to the Executive by the Company and its affiliated
companies in respect of the five fiscal years (or such shorter period during
which the Executive has been employed by the Company) immediately preceding the
fiscal year in which the Effective Date occurs (annualized for any fiscal year
during such period consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full
months) and (y) the bonus paid or payable (annualized as described above),
including any bonus or portion thereof which has been earned but deferred, to
the Executive by the Company and its affiliated companies in respect of the most
recently completed fiscal year prior to the Effective Date (such higher amount
being referred to as the "Recent Annual Bonus"). Each such Annual Bonus shall be
paid no later than the end of the third month of the fiscal year next following
the fiscal year for which the Annual Bonus is awarded, unless the Executive
shall elect to defer the receipt of such Annual Bonus.
(iii) Incentive,
Savings and Retirement Plans. During
the Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities, to the extent, if any, that
such distinction is applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than the most
favorable of those provided by the Company and its affiliated companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 120-day period immediately preceding the Effective Date or if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its affiliated
companies.
(iv) Welfare
Benefit Plans. During
the Employment Period, the Executive and/or the Executive's family, as the case
may be, shall be eligible for participation in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided by the
Company and its affiliated companies (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent
applicable generally to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive with benefits which are less favorable, in the aggregate,
than the most favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, those
provided generally at any time after the Effective Date to other peer executives
of the Company and its affiliated companies.
(v) Expenses. During
the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in
accordance with the most favorable policies, practices and procedures of the
Company and the affiliated companies in effect for the Executive at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its affiliated
companies.
(vi) Fringe
Benefits. During
the Employment Period, the Executive shall be entitled to fringe benefits,
including, without limitation, tax and financial planning services, payment of
club dues, and, if applicable, use of automobile and payment of related
expenses, in accordance with the most favorable plans, practices, programs and
policies of the Company and its affiliated companies in effect for the Executive
at any time during the 120-day period immediately preceding the Effective Date
or, if more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies.
(vii) Office
and Support Staff. During
the Employment Period, the Executive shall be entitled to an office or offices
of a size and with furnishings and other appointments, and to exclusive personal
secretarial and other assistance, at least equal to the most favorable of the
foregoing provided to the Executive by the Company and its affiliated companies
at any time during the 120-day period immediately preceding the Effective Date
or, if more favorable to the Executive, as provided generally at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies.
(viii) Vacation. During
the Employment Period, the Executive shall be entitled to paid vacation in
accordance with the most favorable plans, policies, programs and practices of
the Company and its affiliated companies as in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and its affiliated
companies.
5. Termination
of Employment.
(a) Death
or Disability. The
Executive's employment shall terminate automatically upon the Executive's death
during the Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant
to the definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 12(b) of this Agreement of its
intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive (the "Disability Effective
Date"), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" shall mean the absence of the Executive
from the Executive's duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative (such agreement as to acceptability not to be withheld
unreasonably).
(b) Cause. The
Company may terminate the Executive's employment during the Employment Period
for Cause. For the sole and exclusive purposes of this Agreement, "Cause" shall
mean:
(i) The
willful and continued failure of the Executive to perform substantially the
Executive's duties with the Company or one of its affiliates (other than any
such failure resulting from incapacity due to physical or mental illness), after
a written demand for substantial performance is delivered to the Executive by
the Board or the Chief Executive Officer of the Company which specifically
identifies the manner in which the Board or Chief Executive Officer believes
that the Executive has not substantially performed the Executive's duties,
or
(ii) The
willful engaging by the Executive in illegal conduct or gross misconduct which
is materially and demonstrably injurious to the Company.
For
purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company. The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is
guilty of the conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.
(c) Good
Reason. The
Executive's employment may be terminated by the Executive for Good Reason. For
the sole and exclusive purposes of this Agreement, "Good Reason" shall
mean:
(i) The
assignment to the Executive of any duties inconsistent in any respect with the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by
Section 4(a) of this Agreement, or any other action by the Company which
results in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Executive;
(ii) Any
failure by the Company to comply with any of the provisions of Section 4(b)
of this Agreement, other than an isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;
(iii) The
Company's requiring the Executive to be based at any office or location other
than as provided in Section 4(a)(i)(b) hereof or the Company's requiring
the Executive to travel on Company business to a substantially greater extent
than required immediately prior to the Effective Date;
(iv) Any
purported termination by the Company of the Executive's employment otherwise
than as expressly permitted by this Agreement; or
(v) Any
failure by the Company to comply with and satisfy Section 11(c) of this
Agreement.
For
purposes of this Section 5(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive. Anything in this Agreement to
the contrary notwithstanding, a termination by the Executive for any reason
during the 30-day period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement.
(d) Notice
of Termination. Any
termination by the Company for Cause, or by the Executive for Good Reason, shall
be communicated by Notice of Termination to the other party hereto given in
accordance with Section 12(b) of this Agreement. For purposes of this
Agreement, a "Notice of Termina-tion" means a written notice which
(i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated, and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.
(e) Date
of Termination. "Date
of Termination" means (i) if the Executive's employment is terminated by
the Company for Cause, or by the Executive for Good Reason, the date of receipt
of the Notice of Termination or any later date specified therein, as the case
may be, (ii) if the Executive's employment is terminated by the Company
other than for Cause or Disability, the Date of Termination shall be the date on
which the Company notifies the Executive of such termination, and (iii) if
the Executive's employment is terminated by reason of death or Disability, the
Date of Termination shall be the date of death of the Executive or the
Disability Effective Date, as the case may be.
6. Obligations
of the Company upon Termination.
(a) Good
Reason; Other Than for Cause, Death or Disability. If,
during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause, death or Disability or the Executive shall
terminate employment for Good Reason:
(i) The
Company shall pay to the Executive in a lump sum in cash within 30 days
after the Date of Termination the aggregate of the following
amounts:
[a] The sum
of [i] the Executive's Annual Base Salary through the Date of Termination
to the extent not theretofore paid, [ii] the product of (x) the higher of
[A] the Recent Annual Bonus and [B] the Annual Bonus paid or payable,
including any bonus or portion thereof which has been earned but deferred (and
annualized for any fiscal year consisting of less than 12 full months or during
which the Executive was employed for less than 12 full months), for the most
recently completed fiscal year during the Employment Period, if any (such higher
amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the
numerator of which is the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365 and [iii] any
compensation previously deferred by the Executive (together with any accrued
interest or earnings thereon) and any accrued vacation pay, in each case to the
extent not theretofore paid (the sum of the amounts described in
clauses [i], [ii] and [iii] shall be hereinafter referred to as the
"Accrued Obligations"); and
[b] The
amount equal to the product of [i] three and [ii] the sum of (x) the
Executive's Annual Base Salary and (y) the Highest Annual Bonus;
and
[c] An amount
equal to the difference between [i] the actuarial equivalent of the benefit
(utilizing actuarial assumptions no less favorable to the Executive than those
in effect under the Retirement Plan (as defined below) immediately prior to the
Effective Date, except as specified below with respect to increases in base
salary and annual bonus) under the qualified defined benefit retirement plan in
which the Executive participates (the "Retirement Plan") and any excess or
supplemental retirement plan in which the Executive participates (together, the
"SERP") which the Executive would receive if the Executive's employment
continued for three years after the Date of Termination assuming for this
purpose that all accrued benefits are fully vested, and, assuming that
(x) the Executive's base salary increased in each of the three years by the
amount required by Section 4(b)(i) (in the case of Section 4-(b)(i)(y)
based on increases (excluding promotional increases) in base salary for the most
recently completed fiscal year prior to the Date of Termination) had the
Executive remained employed, and (y) the Executive's annual bonus
(annualized for any fiscal year consisting of less than twelve full months or
during which the Executive was employed for less than twelve full months) in
each of the three years bears the same proportion to the Executive's base salary
in such year or fraction thereof as it did for the last full year prior to the
Date of Termination, and [ii] the actuarial equivalent of the Executive's
actual benefit (paid or payable), if any, under the Retirement Plan and the SERP
as of the Date of Termination;
(ii) For three
years after the Executive's Date of Termination, or such longer period as may be
provided by the terms of the appropriate plan, program, practice or policy, the
Company shall continue benefits to the Executive and/or the Executive's family
at least equal to those which would have been provided to them in accordance
with the plans, programs, practices and policies described in
Section 4(b)(iv) of this Agreement if the Executive's employment had not
been terminated in accordance with the most favorable plans, practices, programs
or policies of the Company and its affiliated companies applicable generally to
other peer executives and their families during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives of
the Company and its affiliated companies and their families, provided, however,
that if the Executive becomes reemployed with another employer and is eligible
to receive medical or other welfare benefits under another employer provided
plan, the medical and other welfare benefits described herein shall be secondary
to those provided under such other plan during such applicable period of
eligibility. For purposes of determining eligibility (but not the time of
commencement of benefits) of the Executive for retiree benefits pursuant to such
plans, practices, programs and policies, the Executive shall be considered to
have remained employed until two and one-half years after the Date of
Termination and to have retired on the last day of such period;
(iii) The
Company shall, at its sole expense as incurred, provide the Executive with
outplacement services the scope and provider of which shall be selected by the
Executive in his sole discretion; and
(iv) To the
extent not theretofore paid or provided, the Company shall timely pay or provide
to the Executive any other amounts or benefits required to be paid or provided
or which the Executive is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Company and its affiliated companies
(such other amounts and benefits shall be hereinafter referred to as the "Other
Benefits").
(b) Death. If the
Executive's employment is terminated by reason of the Executive's death during
the Employment Period, this Agreement shall terminate without further
obligations to the Executive's legal representatives under this Agreement, other
than for payment of Accrued Obligations and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive's estate or
beneficiary, as applicable, in a lump sum in cash within 30 days of the
Date of Termination. With respect to the provision of Other Benefits, the term
Other Benefits as utilized in this Section 6(b) shall include, without
limitation, and the Executives estate and/or beneficiaries shall be entitled to
receive, benefits at least equal to the most favorable benefits provided by the
Company and affiliated companies to the estates and beneficiaries of peer
executives of the Company and such affiliated companies under such plans,
programs, practices and policies relating to death benefits, if any, as in
effect with respect to other peer executives and their beneficiaries at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive's estate and/or the Executive's beneficiaries, as in
effect on the date of the Executive's death with respect to other peer
executives of the Company and its affiliated companies and their
beneficiaries.
(c) Disability. If the
Executive's employment is terminated by reason of the Executive's Disability
during the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of Accrued Obligations and
the timely payment or provision of Other Benefits. Accrued Obligations shall be
paid to the Executive in a lump sum in cash within 30 days of the Date of
Termination. With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(c) shall include, and the Executive
shall be entitled after the Disability Effective Date to receive, disability and
other benefits at least equal to the most favorable of those generally provided
by the Company and its affiliated companies to disabled executives and/or their
families in accordance with such plans, programs, practices and policies
relating to disability, if any, as in effect generally with respect to other
peer executives and their families at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its affiliated
companies and their families.
(d) Cause;
Other than for Good Reason. If the
Executive's employment shall be terminated for Cause during the Employment
Period, this Agreement shall terminate without further obligations to the
Executive other than the obligation to pay to the Executive (i) his Annual
Base Salary through the Date of Termination, (ii) the amount of any
compensation previously deferred by the Executive, and (iii) Other
Benefits, in each case to the extent theretofore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason, this Agreement shall terminate without further
obligations to the Executive, other than for Accrued Obligations and the timely
payment or provision of Other Benefits. In such case, all Accrued Obligations
shall be paid to the Executive in a lump sum in cash within 30 days of the
Date of Termination.
7. Nonexclusivity
of Rights. Nothing
in this Agreement shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive may
have under any contract or agreement with the Company or any of its affiliated
companies. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Company or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.
8. Full
Settlement. The
Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company may have against the Executive or others. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this
Agreement
and such amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay as incurred, to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably incur as
a result of any contest (regardless of the outcome thereof) by the Company, the
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in
Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the
"Code").
9. Certain
Additional Payments by the Company.
(a) Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company to or for the benefit
of the Executive (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 9) (a
"Payment") would be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
(b) Subject
to the provisions of Section 9(c), all determinations required to be made
under this Section 9, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by Arthur
Andersen & Co. or such other certified public accounting firm as may be
designated by the Executive (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and the Executive within
15 business days of the receipt of notice from the Executive that there has
been a Payment, or such earlier time as is requested by the Company. In the
event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Executive shall
appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Section 9, shall be paid by the Company to the Executive within five
days of the receipt of the Accounting Firm's determination. If the Accounting
Firm determines that no Excise Tax is payable by the Executive, it shall furnish
the Executive with a
written
opinion that failure to report the Excise Tax on the Executive's applicable
federal income tax return would not result in the imposition of a negligence or
similar penalty. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Section 9(c) and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.
(c) The
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of
the Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than ten business days after the Executive is informed in writing
of such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on
which it gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration of such period
that it desires to contest such claim, the Executive shall:
(i) Give the
Company any information reasonably requested by the Company relating to such
claim,
(ii) Take such
action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably
selected by the Company,
(iii) Cooperate
with the Company in good faith in order effectively to contest such claim,
and
(iv) Permit
the Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an after-tax
basis, for any Excise Tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs
and expenses. Without limitation on the foregoing provisions of this
Section 9(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or
contest
the claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
(d) If, after
the receipt by the Executive of an amount advanced by the Company pursuant to
Section 9(c), the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall (subject to the Company's complying
with the requirements of Section 9(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(c), a determination is made
that the Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.
10. Confidential
Information. The
Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company or
any of its affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive's employment by the
Company or any of its affiliated companies and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). After termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. In no event shall an asserted
violation of the provisions of this Section 10 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under
this Agreement.
11. Successors.
(a) This
Agreement is personal to the Executive and without the prior written consent of
the Company shall not be assignable by the Executive otherwise than by will or
the laws of descent and distribution. This Agreement shall inure to the benefit
of and be enforceable by the Executive's legal representatives.
(b) This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.
(c) The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
12. Miscellaneous.
(a) This
Agreement shall be governed by and construed in accordance with the laws of the
State of Wisconsin, without reference to principles of conflict of laws. The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect. This Agreement may not be amended or modified otherwise than
by a written agreement executed by the parties hereto or their respective
successors and legal representatives.
(b) All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to the
Executive, to his address appearing on the records of the Company.
If to the
Company:
STRATTEC
SECURITY CORPORATION
3333 West
Good Hope Road
Milwaukee,
WI 53209
Attn:
President
or to
such other address as either party shall have furnished to the other in writing
in accordance herewith. Notice and communications shall be effective when
actually received by the addressee.
(c) The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.
(d) The
Company may withhold from any amounts pay-able under this Agreement such
Federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(e) The
Executive's or the Company's failure to insist upon strict compliance with any
provision hereof or any other provision of this Agreement or the failure to
assert any right the Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to terminate employment for Good
Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.
(f) The Executive
and the Company acknowledge that, except as may otherwise be provided under any
other written agreement between the Executive and the Company, the employment of
the Executive by the Company is "at will" and, prior to the Effective Date, the
Executive's employment and this Agreement may be terminated by either the
Executive or the Company at any time prior to the Effective Date, in which case
the Executive shall have no further rights under this Agreement. From and after
the Effective Date this Agreement shall supersede any other agreement between
the parties with respect to the subject matter hereof.
IN
WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
/s/
Dennis
Kazmierski
Dennis
Kazmierski
STRATTEC
SECURITY CORPORATION
BY /s/
Harold M. Stratton,
II
Harold M.
Stratton, II,
Chairman
of the Board
and Chief
Executive Officer
Exhibit 31.1 to 1st Qtr 2005 Form 10-Q
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Harold
M. Stratton II, Chief Executive Officer of STRATTEC SECURITY CORPORATION,
certify that:
1. I have
reviewed this quarterly report on Form 10-Q of STRATTEC SECURITY
CORPORATION;
2. Based on
my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on
my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(c) disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
(a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
Date:
April 29, 2005
/s/
Harold M. Stratton
II
Harold M.
Stratton II,
Chief
Executive Officer
Exhibit 31.2 to 1st Qtr 2005 Form 10-Q
Exhibit
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Patrick J. Hansen, Chief Financial Officer of STRATTEC SECURITY CORPORATION,
certify that:
1. I have
reviewed this quarterly report on Form 10-Q of STRATTEC SECURITY
CORPORATION;
2. Based on
my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on
my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(c) disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
(a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
Date:
April 29, 2005
/s/
Patrick J.
Hansen
Patrick
J. Hansen,
Chief Financial
Officer
Exhibit 32 to 1st Qtr 2005 Form 10-Q
Exhibit
32
Certification
of Periodic Financial Report
Pursuant
to 18 U.S.C. Section 1350
Pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, each of the undersigned officers of STRATTEC
SECURITY CORPORATION (the "Company") certifies that the Quarterly Report on Form
10-Q of the Company for the quarter ended March 27, 2005 fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 and
information contained in that Form 10-Q fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
Dated:
April 29,
2005
/s/ Harold M. Stratton
II
Harold M.
Stratton II,
Chief
Executive Officer
Dated:
April 29,
2005 /s/
Patrick J.
Hansen
Patrick
J. Hansen,
Chief
Financial Officer
This
certification is made solely for purpose of 18 U.S.C. Section 1350, subject to
the knowledge standard contained therein, and not for any other
purpose.