**Exhibit 10.18**

 

EMPLOYMENT AGREEMENT

 

ThisEmployment At-Will agreement, by and between National RV Holdings Inc. (NationalRV) and Joseph Hansen (Employee), entered into this day of , 2004, by which theparties agree as follows:

 

RECITALS

 

1                                          NationalRV is a California corporation that is engaged in the business of ManufacturingRecreational Vehicles. National RV is located in Perris, California andLakeland, Florida.

 

2                                          NationalRV desires to employ Employee as its Chief Financial Officer after a training periodof approximately 30 days and upon the terms and conditions hereinafter setforth and Employee desires to accept such employment upon the terms set forthherein.

 

EMPLOYMENT COMPENSATION, TERMSAND BENEFITS

 

Therefore, in consideration of the mutual promisescontained herein, the parties hereby agree as follows:

 

I.                                         Employee’scompensation agreement with National RV will be effective at the start ofemployment, which is scheduled for 04-21-04

 

II.                                     Employeewill perform such duties as may be assigned orally or in writing by thePresident. While performing the duties assigned, Employee shall:

 

A.                                   faithfullyserve National RV to the best of power, skills and ability;

 

B.                                     performduties and obligations as set forth in this Agreement in accordance with the higheststandards;

 

C.                                     atall times behave and conduct in such a manner as will enhance National RV’sreputation, and;

 

D.                                    atall times provide National RV with all information required by National RV inconnection with its business.

 

E.                                      not,directly or indirectly, either as an employee, employer, consultant, agent,principal, partner, stockholder, corporate officer, director, or in any otherindividual or representative capacity, perform services for any otherindividual or business for compensation, or engage in any other business or outsideactivity that would interfere with the performance of his duties as describedabove without the written permission of National RV.

 

III.                                 Employeecompensation is as follows:

 

A.                                   Employeewill be afforded a weekly salary of (salary exempt status) $3,846.16 (three thousandeight hundred forty six and sixteen) for a total of $200,000 (two hundred thousanddollars) annually. Employee will also be afforded participation in National RV’sannual profit based incentive plan as per Company incentive guidelines.

 

B.                                     Employeewill be afforded 10,000 stock options in accordance with National RV’s stockoption policy.

 

C.                                     Employeewill also be afforded reimbursement of up to $10,000 (ten thousand dollars) forrelocation expenses. Employee agrees

 

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to submit all invoices and receipts relatingto reimbursement.

 

Should Employee’s employment terminate priorto the end of pay period then the weekly amount will be pro-rated according tothe day of termination.

 

IV.                                 Terms of Employment:

 

A.                                   Employeespecifically agrees and understands that employment with National RV is EmploymentAt-Will. Employee has the right to terminate their employment with National RVat any time, for any reason or no reason, with or without prior notice andfurther, that National RV has the same right to terminate Employee’s employmentat any time, for any reason or no reason, with or without prior notice. Noother person other than the president may change this At-Will employmentrelationship and such a change must be made in writing.

 

B.                                     “Justcause” is defined as a termination of Employee’s employment by National RV dueto any of the following reasons: (i) the commission by Employee of acriminal act arising from or related to his employment with National RV; (ii) thefailure of Employee to comply with a material term of this Agreement; (iii) thecommission by Employee of any act of gross misconduct or gross lack of judgment;(iv) gross neglect by Employee of his duties under this Agreement; (v) amerger in which National RV is not the surviving entity or a sale of all or substantiallyall of National RV’s assets, or the liquidation winding up or dissolution ofNational RV, or; (vi) when Employee, as a result of an accident, illness,or disability, is unable to perform his duties on behalf of National RV on afull time basis for a period of thirty (30) consecutive calendar days.

 

C.                                     Sinceno contractual agreement exists, if Employee’s employment is terminated for anyreason or At-Will of Employer, Employee’s salary will cease on the date oftermination.

 

V.                                     Benefits:

 

A.                                   Inaddition to the compensation described above, Employee will be eligible toreceive benefits as they may be made available at the exclusive discretion ofNational RV’s President. Such benefits may include, but are not limited to,life, health, dental, vision insurance and retirement plans. National RV is notobligated to provide or continue any of these benefits and may, without any priornotice, discontinue any benefit already provided or as may be provided in thefuture, within the exclusive discretion of National RV except as specifically itemizedelsewhere in this agreement and provided by law.

 

B.                                     Inaddition to the foregoing salary, Employee is entitled to vacation as pervacation guidelines. Employee will be eligible for 3 weeks vacation on firstyear and beyond. The duration of time off to be determined to be reasonable isthe sole discretion of Company. As Employee’s position is one of leadership,Employee is expected to exercise reasonable judgment in their requests for timeoff considering the best interests of the Corporation.

 

C.                                     Nationalwill provide machines, equipment and accessories of its choosing for Employee’sbusiness use. The equipment, machines and accessories remain the property ofNational RV.

 

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D.                                    Employeewill be eligible to enroll in the National RV 401K plan after 1 year of service &will be eligible to participate in employer’s designated match after 2 years ofservice, however, since restrictions apply based on 401K participation, Employee’scontributions may be limited. It is strongly recommended that Employee consult atax professional prior to enrolling into National RV’s 401K plan.

 

E.                                      Employeewill be eligible to participate in the Blue Cross Health HMO or PPO benefits packageat a cost of the standard single rate. Weekly contribution may vary shouldmodifications, changes or additions to the health benefit plan be made or inthe event that National RV’s rate increases. Employee will be eligible for NationalRV’s health insurance program effective on the first day of the month followingthe hire date.

 

F.                                      NationalRV agrees to pay for Employee’s continued education credits associated withmaintaining Law Degree and the annual Bar Association fee.

 

VI.                                 Additional Terms:

 

A.                                   Asa term and condition of employment Employee will be required to sign the followingdocuments prior to the beginning of his employment: Employment agreement, proprietaryinformation agreement, employment application, arbitration agreement, employmentagreement, reference/background authorization forms and acknowledgement ofreceipt of company handbook. In addition this offer is contingent upon Employeesuccessfully passing a substance test and background / reference check.

 

B.                                     ConfidentialInformation: Employee recognizes and acknowledges that they will have access tocertain information regarding National RV and that such information is confidentialand constitutes valuable, special and unique property of National RV. Theparties agree that National RV has a legitimate interest in protecting the ConfidentialInformation, as defined below. The parties agree that National RV is entitledto protection of its interests in the Confidential Information. Employee shallnot at any time, either during or subsequent to the term of this Agreement, discloseto others, use, copy or permit to be copied, except in pursuance of his dutiesfor and on behalf of National RV, it successors, assigns or nominees, any ConfidentialInformation of National RV (regardless of whether developed by Employee) withoutthe prior written consent of National RV. Employee acknowledges that the use ordisclosure of the Confidential Information to anyone or any third party couldcause monetary loss and damages to National RV. The parties further agree thatin the event of a violation of this covenant against non-use and non-disclosureof Confidential Information, that National RV shall be entitled to a recovery ofdamages from Employee and/or an injunction against Employee for the breach or violationor continued breach or violation of this covenant.

 

C.                                     Theterm “Confidential Information” with respect to any person means any secret or confidentialinformation or know-how and shall include, but shall not be limited to, theplans, financial and operating information, customers, customer lists, supplierarrangements, contracts, costs, prices, uses, and servicing,

 

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sales, marketing or manufacturing methods andtechniques at any time used, developed, investigated, made or sold by suchperson, or developed by Employee, before or during the term of this Agreement.Employee shall maintain in confidence any Confidential Information of third partiesreceived as a result of his employment with National RV in accordance with NationalRV’s obligations to such third parties and the policies established by NationalRV. Confidential information does not include: (a) Confidential informationwhich Employee can demonstrate was rightfully in his possession prior to thedate of its disclosure by National RV to Employee; (b) Confidential informationwhich, at the time of disclosure or later, is published or becomes otherwise availableto the general public as part of the public domain through no act or failure toact on the party receiving the disclosure; (c) Confidential informationwhich Employee can demonstrate came into Employee’s possession from a thirdparty who had a bona fide right to make such information available; (d) Confidentialinformation which is disclosed by Employee to a third party in accordance with directionor approval from National RV, or; (e) Confidential information whichEmployee is obligated to produce under an order of a court of competent jurisdiction,provided that Employee shall provide National RV with such notice of any order.

 

D.                                    Deliveryof Documents Upon Termination: Employee shall deliver to National RV or itsdesignee at the termination of his employment all correspondence, memoranda, notes,records, drawings, sketches, plans, customer lists, product compositions, andother documents and all copies thereof, computers and electronic data, made, composedor received by Employee, solely or jointly with others, that are in Employee’spossession, custody, or control at termination and that are related in any mannerto the past, present, or anticipated business or any member of National RV. In thisregard, Employee hereby grants and conveys to National RV all right, title and interestin and to, including without limitation, the right to possess, print, copy, andsell or otherwise dispose of, any reports, records, papers, summaries, photographs,drawings or other documents, and writings, and copies, abstracts or summariesthereof, that may be prepared by Employee or under his direction or that may comeinto his possession in any way during the term of his employment with National RVthat relate in any manner to the past, present or anticipated business ofNational RV. National RV shall retain all such documents delivered by Employeefor a period of three years from and after the date of termination of thisagreement.

 

G.                                     AgreementNot to Solicit Employees. Employee further covenants and agrees that during Employee’semployment by National RV and for a period of twelve (12) months after terminationof Employee’s employment for any reason whatsoever, whether at the instance ofEmployee or National RV, Employee will not, without the prior written consentof National RV signed by the President, directly or indirectly, on Employee’s behalfor on behalf of others, solicit, entice, persuade or induce, or attempt to solicit,entice, persuade or induce any person who is employed by National RV, toterminate his or her employment or contractual arrangement with National RV, orto become employed or engaged by any person, firm or entity other than NationalRV.

 

H.                                    Notice:Any notice to National RV required or permitted under

 

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this Agreement shall be given in writing toNational RV, either by personal service or by registered or certified mail, postageprepaid, addressed to National RV at its then principal place of business, or NationalRV, 3411 N. Perris Blvd., Perris, California 92571. Any such notice to Employeeshall be given in a like manner and, if mailed, shall be addressed to Employeeat his home address then shown in National RV’s files. For the purpose ofdetermining compliance with any time limit in this Agreement, a notice shall bedeemed to have been duly given (a) on the date of service, if served personallyon the party to whom notice is to be given, or (b) on the second businessday after mailing, if mailed to the party to whom the notice is to be given inthe manner provided in this section.

 

I.                                         Bothparties participated in the drafting of this agreement. Therefore, the normal rule thatambiguities are construed against the drafter shall not apply to thisagreement.

 

J.                                        Counterparts:This Agreement may be executed in two (2) counterparts, each of whichshall be deemed an original and which together shall constitute one and thesame Agreement.

 

K.                                    Choiceof Law: This Agreement is entered into in the County of Riverside, State ofCalifornia, and shall be governed by the laws of the State of California.

 

L.                                      Arbitration:Employee and National RV agree that any legal or equitable claims or disputesarising out of or in connection with the employment will be settled by binding arbitration.This agreement applies to the following allegations, disputes and claims forrelief, but is not limited to those listed: wrongful discharge under statutory lawand common law; employment discrimination based on federal, state or local statute,ordinance, or governmental regulations; retaliatory discharge or other action; compensationdisputes; tortuous conduct; contractual violations; ERISA violations; and otherstatutory and common law claims and disputes, regardless of whether the statutewas enacted or whether-the-common law doctrine was recognized at the time thisAgreement was signed.

 

The arbitration proceedings shall beconducted in California in accordance with the arbitration provisions set outin California Code of Civil Procedure. Employee and National RV shall each be entitledto representation by attorneys throughout the proceedings at their own expense.One arbitrator shall be used and shall be chosen by mutual agreement of the partiesfrom a list of arbitrators supplied by the Judicial Arbitration and Mediation Services(“JAMS”). If, within thirty days after an arbitrable dispute has been identifiedby either party and no arbitrator has been chosen, an arbitrator shall bechosen in accordance with the provisions of Code of Civil Procedure. The provisionsof Code of Civil Procedure and/or its successor sections are incorporated inand made a part of this Agreement. Depositions may be taken and discovery maybe obtained in any arbitration under this Agreement in accordance with thatsection. The arbitrator shall issue a written decision and award, which shallbe exclusive, final, and binding on both parties, their heirs, executors, administrators,successors, and assigns.

 

National RV shall pay all costs associated withthe Arbitration

 

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including Arbitration fee and costs associatedwith the facilities for the Arbitration, other than attorney’s fees and costsdiscussed previously. National RV is solely responsible for these costs, whetherit wins or loses and the Arbitrator shall not apportion these costs. Employeespecifically understands and agrees that by signing this agreement, Employeeand National RV are agreeing to substitute one legitimate dispute resolution forum(arbitration) for another (litigation), and thereby are waiving the right tohave these disputes resolved in court. This substitution involves no surrenderof any substantive statutory or common law benefit, protection or defense.Notwithstanding the above, National RV shall have the right to apply for andobtain a temporary restraining order or other temporary and/or permanent injunctionor equitable relief from a court of competent jurisdiction to enforce the provisionsof this Agreement. Employee shall be allowed to file affirmative defenses and counterclaimsarising from or related to this Agreement in any proceeding initiated byNational RV.

 

VII.          Miscellaneous:

 

A.                                   Thesection headings contained in this Agreement are for convenience only andshall in no manner be construed as part of this Agreement.

 

B.                                     Ifany provision of this Agreement is held invalid or unenforceable, the remainderof this Agreement shall nevertheless remain in full force and effect. If anyprovision is held invalid or unenforceable with respect to particular circumstances,it shall nevertheless remain in full force and effect in all other circumstances.

 

C.                                     Modification:This Agreement supersedes any and all prior oral and written understandings, ifany, between the parties relating to the subject matter of this Agreement. The partiesagree that this Agreement sets forth the entire understanding and agreement betweenthe parties and is the complete and exclusive statement of the terms and conditionsthereof, that there are no other written or oral agreements in regard to the subjectmatter of this Agreement. This Agreement shall not be changed or modified exceptby a written document signed by the parties hereto.

 

D.                                    Thisoffer is void if not signed and received after 7 days from date of this offer.

 

IN WITNESS WHEREOF, the parties have hereuntoset their hands as of the date written above. National RV Inc.

 
| Dated:  April 30, 2004 | By:       | /s/ Jeff Goodrick         |   |
|----------------------------------|-----------|---------------------------|--------|
|                             |      | Jeffrey Goodrick          |
|                             |      | Director, Human Resources |
|                             |      |
|                             |      |
|                             | Employee, |                      |
|                             |      |
| Dated:  April 30, 2004 | By:       | /s/ Joseph Hansen         |   |
|                             |      | Joseph Hansen             |
|                                  |           |                           |        |  |  |

 

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