EX-10.196




	




Exhibit 10.196 



EXECUTIVE
EMPLOYMENT AND NON-COMPETITION AGREEMENT




             
             AGREEMENT
 made this 3rd day of November,  2003, but as of February 5, 2003, by and between
 Lippert  Components  Manufacturing,  Inc., a Delaware  corporation  (the “Corporation”)
and Jason D. Lippert (the “Executive”). 



W I T N E S
S E T H:




             
             WHEREAS,
on February 5, 2003, the Executive was appointed President and Chief Executive Officer of
the Corporation,  Lippert Components,  Inc. (“LCI”), parent of the Corporation,
 and all other entities of which LCI is a direct or indirect parent or partner,
 excluding Lippert Components Holding, Inc. (collectively,  the “LCI Entities”),
all of which are direct or indirect  subsidiaries of Drew Industries  Incorporated  (“Drew”),
 and has had extensive business and financial experience with the business conducted by
the LCI Entities, and the Corporation desires to utilize the Executive’s experience,
knowledge and abilities in connection with the operations of the LCI Entities; and 




             
             WHEREAS,
the Corporation does not wish the Executive to compete against the LCI Entities, 




             
             NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, it
is agreed as follows: 




             
             1.
Employment. The Corporation hereby employs the Executive and the Executive hereby agrees
to serve the LCI Entities, excluding Lippert Components Holding, Inc., as President and
Chief Executive Officer. The Executive will perform his duties on behalf of the LCI
Entities at the principal executive offices of the Corporation in Goshen, Indiana;
provided, however, that relocation of the Corporation’s executive offices shall be
subject to approval of the Board of Directors of the Corporation and the Executive shall
at no time be required to change his residence without his consent.  



 



















	





             
             2.
        Term.  The term of this Agreement shall be for the three (3) year period
commencing as of the February 5, 2003. 




             
             3.
Duties. During the term of this Agreement, the Executive shall exert his best efforts,
and, subject to the terms and provisions hereof, shall devote substantially all of his
time, attention, skills and efforts to the business and affairs of the LCI Entities and
will use his best efforts to promote the interests thereof. Consistent with the
foregoing, the Executive shall not be precluded from giving appropriate attention to his
personal and financial affairs. The Executive shall act in accordance with the policies
of the LCI Entities as determined from time to time by their respective Boards of
Directors consistent with this Agreement, and shall perform such services and duties as
such Boards of Directors may from time to time direct consistent with this Agreement,
including, but not limited to, the duty to hire and discharge employees of the LCI
Entities and to determine the compensation paid to such employees, including bonuses paid
to such employees from the annual 18% incentive bonus pools maintained by the LCI
Entities (the “Bonus Pools”).  




             
             4.
Compensation. The Corporation agrees to pay the Executive for his services to the LCI
Entities a salary (“Base Salary”) of (i) Three Hundred Thousand ($300,000)
Dollars, effective as of February 5, 2003, for the year ending December 31, 2003, and
(ii) Four Hundred Thousand ($400,000) Dollars for each of the years ending December 31,
2004 and 2005, payable according to the customary payroll practice of the Corporation.
Performance of the Executive’s services will be reviewed annually by the
Compensation Committee of the Board of Directors of Drew (the “Compensation Committee”).  



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             5.
        Incentive Compensation. 




             
             
             5.1
In addition to the Base Salary, and subject to Section 5.3 hereof. The Executive shall be
entitled to receive, for each year during the term hereof, commencing with the year
ending December 31, 2003, performance-based incentive compensation (the “Bonus”),
equal to five (5%) percent of (i) the excess of operating profits of the LCI Entities
over (ii) $8.0 million for 2003, and $8.3 million for 2004 and 2005; provided, however,
that if, after August 31, 2003 any of the LCI Entities shall acquire additional business
operations or dispose of any existing business operations, the performance goals pursuant
to which the Bonus is paid may be modified upon agreement between the Executive and the
Corporation. The Bonus shall be paid from, and applied against, the Bonus Pools.  




             
             
             5.2
For purposes of this Agreement, the term “operating profits of the LCI Entities” means
the consolidated income of the LCI Entities (A) before (i) interest expense, (ii)
interest or dividend income, (iii) impairment of goodwill, (iv) intercompany
administrative fees charged to any of the LCI Entities by Drew, (v) taxes based upon
income, (vi) extraordinary items determined in accordance with generally accepted
accounting principles, and (vii) the cumulative effect of a change in accounting
principles, and (B) after giving effect (positive or negative) to a capital charge equal
to 6% of the increase or decrease in (i) the average net assets employed by the LCI
Entities during the year for which the Bonus is being determined over (ii) $65 million
for the year ending December 31, 2003 and $55 million for 2004 and 2005. For purposes of
this Agreement, the term “net assets” means: (a) total assets, excluding cash,
minus (b) total liabilities, excluding (i) current and long-term debt, (ii) intercompany
balances, and (iii) income taxes payable or deferred, all as reflected on the monthly
Consolidating Balance Sheet of Drew and its subsidiaries.  



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             5.3
       Notwithstanding anything to the contrary contained herein, the following shall
apply to payment of the Bonus: 




             
             
             
             5.3.1
    at least 60% of the amount of Bonus in excess of  $400,000  for any year  shall be
paid in shares of Drew  Restricted  Stock,  and the balance of 40% shall be paid in such
proportions of shares of Drew Restricted Stock and cash as the Executive shall elect in
his sole discretion. All such shares of Drew Restricted Stock shall be subject only to
the restriction on transferability for a period of two years from the date of grant;  




             
             
             
             5.3.2
    the amount of Bonus in excess of five times the Base  Salary for any year shall be
paid in shares of Drew  Deferred  Stock which shall be issued to the Executive in five
 consecutive  annual  installments on or about January 2nd, each in the amount of 20% of
the total grant of Deferred Stock commencing one year from the date of grant; and 




             
             
             
             5.3.3
    All grants and  issuances  of  Restricted  Stock and  Deferred  Stock as  aforesaid
 shall be subject in all respects to the Drew 2002 Equity Award and Incentive Plan (the
“Drew Plan”), and shall be made on, or as soon as practicable after, the date
on which Drew releases its year-end results of operations.  




             
             
             5.4
Nothing in this Agreement, nor any fixing of compensation in the form of Base Salary,
Bonus, deferred compensation, securities or otherwise, shall prevent the Compensation
Committee from granting to the Executive additional compensation in the form of cash,
salary increases, deferred compensation, securities or otherwise.  



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             6.
        Benefits. 




             
             
             6.1
The Executive and his immediate family shall continue to receive medical coverage at
least equivalent, in nature and extent, to the medical coverage afforded to him by the
LCI Entities prior to the date hereof, and such other reasonable benefits which he has
received from the LCI Entities prior to the date hereof.  




             
             
             6.2
The Executive agrees to have an annual comprehensive physical examination at the expense
of the Corporation (to the extent not covered by insurance) by a physician of his choice.  




             
             
             6.3
The Executive shall be eligible to participate in any pension, retirement, or
profit-sharing plan adopted by the LCI Entities for the benefit of its executives. For
2003, the Executive also will be entitled to receive $10,000 pursuant to Drew’s
retirement bonus program, that must be used to purchase a tax deferred annuity and/or
cash value life insurance. For each year of the term of this Agreement thereafter, the
Executive shall be entitled to receive such retirement bonus payments in amounts
determined at the discretion of the Compensation Committee, but not less than $10,000.  




             
             
             6.4
The LCI Entities shall maintain, at no cost to the Executive, disability insurance
providing for weekly payments to the Executive, in the event the Executive shall fail or
be unable to perform his obligations hereunder, in the amount of not less than $120,000
per year. Such payments shall continue for the maximum available term after the
commencement of disability.  




             
             
             6.5
During the period of employment hereunder, the Corporation, at its expense, will make
available to the Executive one automobile (or an automobile allowance at the option of
the Executive), together with gasoline, customary insurance, maintenance, license fees,
and parking, to be used in connection with the business of the LCI Entities.  



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             6.6
The Executive shall be entitled to a vacation in each year during the term hereof of not
less than three (3) weeks.  




             
             
             6.7
The Corporation will recommend to the Compensation Committee that, in November 2003, the
Executive be granted an option to purchase 15,000 shares of Drew Common Stock in
accordance with the Drew Plan. During the term of this Agreement thereafter, the
Corporation will recommend that the Compensation Committee grant to the Executive options
to purchase additional shares of Drew Common Stock, or other equity awards of equivalent
value, having a Black-Scholes option pricing model (or similar model) annual value of at
least $90,000, subject, however, to the discretion of the Compensation Committee. The
expense related to stock option compensation will be deducted from “operating
profits of the LCI Entities” (as defined in Section 5.2 hereof) as and when expensed
by Drew.  




             
             7.
        Expenses.  All travel and other expenses  incident to the rendering of services
by the Executive  hereunder in accordance  with the travel policies of the LCI Entities
will be paid by the Corporation.  If any such expenses are paid in the first instance by
the Executive, the Corporation will reimburse him therefor on presentation of expense
vouchers. 




             
             8.
        Termination. 




             
             
             8.1
If, on account of physical or mental disability, the Executive shall fail or be unable to
fully perform this Agreement for a continuous period of six (6) months, the Corporation
may, at its option, at any time thereafter, upon thirty (30) days written notice to the
Executive, terminate this Agreement, and this Agreement shall come to an end at the end
of said notice period as if such date were the termination date of this Agreement.
Notwithstanding the termination of the period of employment as aforesaid, the Corporation
shall pay the Bonus to the Executive proportionately with respect to the period prior to
the date of termination.  



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             8.2
In the event of the death of the Executive during the term hereof, the term of this
Agreement shall terminate on the date of death. In such case, the Corporation shall
continue to pay to the heir or designee of the Executive (i) the Base Salary, which the
Executive would have been entitled to receive but for such termination, for a period of
six (6) months from the date of death of the Executive, and (ii) the Bonus,
proportionately, with respect to the period prior to the date of termination.  




             
             
             8.3
The Corporation shall have the right to terminate this Agreement at any time upon ten
(10) days written notice to the Executive in the event that (i) the Executive has
committed a willful material breach of the terms of this Agreement and such breach shall
continue for a period of ten (10) days after notice specifying the nature of the breach,
or (ii) the Executive is convicted of, or pleads nolo contendere to, any felony or crime
involving moral turpitude. In such event, this Agreement shall come to an end as of the
end of such notice period as if such date were the termination date of this Agreement.  




             
             9.
        Non-Competition, Corporate Property.: 




             
             
             9.1
During the term of this Agreement and for a period of three (3) years from the date of
termination of this Agreement, the Executive shall not, directly or indirectly, undertake
or perform services in or for, or render services to, participate in, or have any
financial interest in, or engage in, any business competitive to that of the business of
the LCI Entities, Drew or their affiliates (collectively, the “Affiliated Companies”)
or solicit for employment or employ any employee of the Affiliated Companies. For
purposes hereof, a business shall be deemed competitive if it is conducted in any
geographic or market area in which any of the Affiliated Companies are engaged in
business during the period covered by this Section 9 and involves the development,
design, manufacture, marketing, packaging sale or distribution of any products developed,
designed, manufactured sold or distributed, or the offering of any services offered, by
any of the Affiliated Companies in the manufactured housing (including park and office
models), modular housing, recreational vehicle, and utility trailer industries; and the
Executive shall be deemed directly or indirectly to engage in such business if he, or any
member of his immediate family (i.e., his spouse and children) participates in such
business, or in any entity engaged in or which owns, such business, as an officer,
director, employee, consultant, partner, individual proprietor, manager or as an investor
who has made any loans, contributed to capital stock or purchased any stock; provided,
however, that the Executive will not at any time utilize the names “Lippert” or
“Lippert Components” or “Continental Stamping” or “Kinro” or
“Drew”, or any derivatives of any of the foregoing, or any other name used by
any of the Affiliated Companies in any business competitive to that of the business of
the Affiliated Companies, or any patent, trademark, tradename, service mark, logo,
copyright or similar intellectual property, whether or not registered, of any of the
Affiliated Companies, or any proprietary information of any of the Affiliated Companies.
The foregoing, however, shall not be deemed to prevent the Executive from investing in
securities if such class of securities in which the investment is made is listed on a
national securities exchange or is of a company registered under Section 12(g) of the
Securities Exchange Act of 1934, and, if the company in which such investment is made
competes with any of the Affiliated Companies, such investment represents less than one
(1%) per cent of the outstanding securities of such class.  



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             9.2
The Executive agrees that all products, packaging, inventions, patents, patent
applications, designs, creations, ideas, techniques, methods, or any portions thereof, or
any improvements or modifications thereon, or any know-how or procedures related thereto,
which relate to the business of the Affiliated Companies, conceived, invented, discovered
or executed by the Executive during the term of this Agreement, whether or not marketed
or utilized by the Affiliated Companies, shall be the sole and exclusive property of the
LCI Entities, without additional compensation payable therefor; and by these presents the
Executive hereby assigns to the Corporation any and all right, title and interest he has,
or may have, therein.  




             
             10.
Notices. All notices and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in person,
telegram, telex, facsimile or other standard form of telecommunication, or by registered
or certified post-paid mail, return receipt requested, and addressed as follows, or to
such other address as any party may notify the other in accordance with the provisions
hereof:  









	             	To
      the Corporation:		Lippert Components
      Manufacturing, Inc.

      2766 College Avenue 

      Goshen, Indiana 46528 	                   
				Attention:
      Chief Financial Officer 

      Telephone: (574) 535-2085

      Telecopy: (574) 535-2091	
			                      		
				- copy to -	
			   		
				Lippert Components,
      Inc. 

      2375 Tamiami Trail North, Suite 110

      Naples, Florida 34103 	
				Attention:
      Chairman 

      Telephone: (239) 659-2005

      Telecopy: (239) 659-2009	
			  		
				Drew Industries
      Incorporated

      200 Mamaroneck Avenue 

      White Plains, New York 10601	
				Attention:
      President

      Telephone: (914) 428-9098

      Telecopy: 

      (914) 428-4581	
			  		
				- and -	






	


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				Phillips Nizer
      LLP 

      666 Fifth Avenue 

      New York, NY 10103-0084 	
				Attention:
      Harvey F. Milman, Esq.

      Telephone: (212) 977-9700 

      Telecopy: (212) 262-5152	
			                      		                    
	             	To
      the Executive:    		Jason D. Lippert
      

      707 Bainbridge Place

      Goshen, IN 46526 	
			             		
				- copy to	
			   		
				________________________

      ________________________

      ________________________

      Telephone: _______________

      Telecopy: ________________	






	



             
             11.
       Additional Provisions. 




             
             
             11.1
This Agreement constitutes the entire Agreement between the parties, and there are no
terms other than those contained herein. No variation hereof shall be deemed valid unless
in writing and signed by the parties hereto, and no discharge of the terms hereof shall
be deemed valid unless by full performance by the parties hereto, or by a writing signed
by the parties hereto.  




             
             
             11.2
This Agreement shall inure to the benefit of and be binding upon the Corporation, its
successors and assigns, and the Executive, his heirs, executors, administrators and legal
representatives.  




             
             
             11.3
This Agreement shall not be terminated, voluntarily or involuntarily, by the liquidation
or dissolution of the Corporation or by the merger or consolidation of the Corporation
with or into another corporation.  




             
             
             11.4
In the event that any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement
and this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.  



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             11.5
This Agreement shall be governed by the internal laws of the State of Indiana without
giving effect to principles of conflicts of law. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the United States District Court located in
Indianapolis, Indiana over any suit, action or proceeding arising out of or relating to
this Agreement. Each party hereby irrevocably waives to the fullest extent permitted by
law, (i) the right to a trial by jury; (ii) any objection that they may now or hereafter
have to the venue of any such suit, action or proceeding brought in any such court; or
(iii) any claim that any such suit, action or proceeding has been brought in an
inconvenient forum. Final judgement in any suit, action or proceeding brought in any such
court shall be conclusive and binding upon each party duly served with process therein
and may be enforced in the courts of the jurisdiction of which either party or any of
their property is subject, by a suit upon such judgement.  




             
             
             11.6
This Agreement may be executed in one or more counterparts, each of which shall be an
original, but all of which shall be deemed to be one and the same instrument.  




             
             
             11.7
In the event of any proceeding involving a claim or dispute arising under this Agreement,
the prevailing party (by motion, on the merits, or otherwise) shall be entitled to
recover, in addition to any remedy awarded in such proceeding, all costs and expenses,
including actual attorneys fees, incurred by the prevailing party in such proceeding.  




             
             
             11.8
The headings of this Agreement are for the convenience of reference only and shall not
affect in any manner any of the terms and conditions hereof.  



(Signature Page Follows) 



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             IN
WITNESS.  WHEREOF,  the Corporation has caused these presents to be signed by its duly
authorized officer,  and its corporate seal to be hereunto affixed, and the Executive has
hereunto set his hand the day and year first above written.  









	
      ATTEST: 

        

        

        

        /s/ Fredric
        M. Zinn 

        

        WITNESS: 

        

        /s/ Jeannie Colthorp

      	LIPPERT COMPONENTS
      MANUFACTURING, 

           INC. 

      

      

      /s/ Leigh J. Abrams 

      

      

      

      /s/ Jason D. Lippert 






	


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