EX-10.164




	




Exhibit 10.164 



EMPLOYMENT AGREEMENT 




             
             EMPLOYMENT
 AGREEMENT  (“Agreement”)  made this 2nd day of January,  2004, by and between Lippert
 Components,  Inc., a Delaware  corporation  (the “Company”) and L. Douglas Lippert (the
“Executive”). 



W I T N E S S E T H :




             
             WHEREAS,
 the Executive has been the Chairman of the Company,  the Company desires to secure his
continued services for the Company,  and the Executive is willing to perform such
services, upon the terms and conditions hereinafter set forth; 




             
             NOW,
 THEREFORE,  in consideration of the mutual covenants and agreements herein contained,
 and in reliance upon the respective  representations and warranties made to them in this
Agreement, the parties hereto agree as follows: 



     
        1.
RETAINER  




             
             1.1
The Company hereby retains the Executive and the Executive hereby agrees to serve the
Company as Chairman of the Board of Directors of the Company and each of its subsidiaries
and as a general advisor to the Company, under the terms and conditions of this
Agreement.  



     
        2.
TERM  




             
             The
term of this  Agreement,  unless  sooner  terminated  pursuant  to the terms  hereof,
 shall be for the three (3) year period  commencing  on January 1, 2004 and continuing
through December 31, 2006 (the “Term”). 



     
        3.
SERVICES - LOCATION  




             
             3.1
The Executive shall serve the Company faithfully, efficiently and diligently as its
Chairman and as a general advisor with respect to the Company’s business.  




             
             3.2
The Executive shall be available to render such services to the Company from time to time
in person, upon reasonable notice to the Executive, as the Company shall reasonably deem
necessary; provided, however, that the Executive shall not be required to perform more
than twenty-five (25) hours of service per week during the first year of the Term, and
ten (10) hours of service per week during each of the second and third years of the Term.  



     
        4.
COMPENSATION  




             
             The
Company  agrees to pay the Executive  during the Term for all services to the Company,
 and the  Executive  agrees to accept,  compensation  in the amount of (i) Three Hundred
Thousand ($300,000) Dollars during the first year of the Term and (ii) One Hundred
Thousand ($100,000) Dollars during each of the second and third years of the term. 



 



















	




     
        5.
EXPENSES, BENEFITS  




             
             5.1
All reasonable travel, entertainment and other expenses actually incurred incident to the
rendering of services by the Executive hereunder and consistent with Company’s
travel policies will be paid by the Company. If any such expenses are paid in the first
instance by the Executive, the Company will reimburse him therefor on presentation of
expense vouchers.  




             
             5.2
The Executive and his immediate family shall continue to receive medical coverage, and
the Executive shall continue to receive disability and long-term care insurance, at least
equivalent, in nature and extent, to the coverage afforded by the Company prior to the
date hereof.  




             
             5.3
The Executive shall be eligible to participate in any pension, retirement or
profit-sharing plan available to executives of the Company.  




             
             5.4
During the period of employment hereunder, the Company, at it expense, will make
available to the Executive one automobile (or an automobile allowance at the option of
the Executive), together with gasoline credit cards, customary insurance, maintenance,
license fees, and parking, to be used in connection with the business of the Company. The
Company will pay for all maintenance and parking of such automobile.  



     
        6.
TERMINATION  




             
             6.1
If, on account of physical or mental disability as certified in writing by a reputable
doctor selected by the Company, the Executive shall fail or be unable to fully perform
this Agreement for an aggregate of twenty-five (25) days during any three month period of
this Agreement, the Company may at any time thereafter upon five (5) days written notice
to the Executive, terminate this Agreement; and upon any such termination, the Company
shall have no further obligation or liability to the Executive, except that the Company
shall continue to pay the Executive the compensation payable pursuant to Section 4 and
the benefits provided pursuant to Section 5.2 until the first to occur of (i) the
expiration of the Term or (ii) one year from the date of termination.  




             
             6.2
In the event of the death of the Executive during the Term, all obligations of the
Company pursuant to this Agreement shall terminate on the date of death, except that the
Company shall continue to pay the estate of the Executive the compensation payable
pursuant to Section 4 and shall provide to the Executive’s immediate family the
benefits pursuant to Section 5.2 until the first to occur of (i) the expiration of the
Term or (ii) one year from the date of death.  




             
             6.3
The Company shall have the right to terminate this Agreement, at any time, upon five (5)
days written notice to the Executive in the event that (i) the Executive shall engage in
conduct which constitutes gross negligence with respect to the performance of services
hereunder; or (ii) the Executive shall engage in conduct which could reasonably be
expected to have a materially adverse effect on the Company or any affiliate of the
Company; or (iii) the Executive shall fail to devote the time, attention and efforts to
the performance of services hereunder as required hereby; or (iv) the Executive shall
commit any act of dishonesty, embezzlement, fraud, accepting bribery or kickbacks or
similar acts involving the Company, or in connection with the Executive’s
performance of services hereunder, or shall be convicted of, or plead guilty or nolo
contendere to, a felony or any crime involving moral turpitude, or shall suffer habitual
absenteeism as a result of substance abuse; or (v) the Executive shall have breached any
of the representations, warranties, covenants or agreements contained herein. Upon any
termination pursuant to this Section 6.3, the Company shall have no further obligation or
liability to the Executive.  



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             6.4
In the event the Executive terminates this Agreement, the Company’s sole obligation
shall be to pay the Executive the compensation pursuant to Section 4.1 until the date of
termination and the Company shall have no further obligation or liability to the
Executive.  



     
        7.
NON-COMPETITION - CORPORATE PROPERTY  




             
             7.1
During the Term, and for a period of seven (7) years after the termination or expiration
of this Agreement, the Executive shall not, directly or indirectly, (i) undertake or
perform any services in or for any other enterprise that may or would interfere with his
due performance of services hereunder; or (ii) undertake or perform any services in or
for, or render services to, any business competitive to that of the Company.  




             
             7.2
For purposes of this Agreement, a business shall be deemed competitive if it is conducted
in any geographic or market area in which the Company is engaged in business during the
period covered by Section 7.1 and involves the creation, development, design,
manufacture, production, marketing, packaging or sale of any products or services offered
by the Company or its subsidiaries and affiliates during the term of this Agreement.  




             
             7.3
The Executive recognizes and acknowledges that, in the course of the performance of
services hereunder, he may be given access to and may acquire information of a secret and
special nature, and of unique value to the Company. Accordingly, the Executive shall not
at any time, during the term of this Agreement or for a period of seven (7) years after
the termination or expiration of this Agreement, (i) divulge to any person, firm,
association, corporation or other entity any information with respect to the business of
the Company and its affiliates that he may acquire in connection with the performance of
services hereunder, including, but not limited to, production manufacturing methods,
arrangements or processes; sales methods or arrangements; customer or supplier
information; technical data; know-how and other information, whether or not commonly
regarded as proprietary information or trade secrets.  



     
        8.
ADDITIONAL PROVISIONS  




             
             8.1
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 provision hereof:  



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	To
      the Company:		Lippert
      Components, Inc.

      2766 College Avenue 

      Goshen, IN 46528 

      
		             		
			Attention:

      Telephone:

      Telecopy: 

      	President 

      574-535-2085

      574-535-2091
		  		
			- copy to -	
		   		
			Drew
      Industries Incorporated

      200 Mamaroneck Avenue 

      Suite 301 

      White Plains, New York 10601
			Attention:
      

      Telephone: 

      Telecopy: 

      	President 

      914-428-9098

      914-428-4581
		  		
			- and -	
		   		
			Phillips
      Nizer LLP 

      666 Fifth Avenue - 28th Floor

      New York, New York 10019 
			Attention:
      

      Telephone: 

      Telecopy: 

      	Harvey F. Milman,
      Esq.                     

      (212) 841-0746 

      (212) 262-5152 
		    		
	To
      the Executive:		L.
      Douglas Lippert 

      Le Rivage - PH #3 

      4351 Gulf Shore Blvd North

      Naples, Florida 34103 






	




             
             8.2
The invalidity of all or any part of any section, paragraph or subparagraph of this
Agreement shall not render invalid the remainder of this Agreement, or the remainder of
any such section, paragraph or subparagraph, provided that the essential terms and
conditions of the Agreement remain valid and enforceable.  




             
             8.3
This Agreement constitutes the entire agreement between the parties, and there are no
terms other than those contained herein. No variations 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 writing
signed by the parties hereto.  




             
             8.4
The Company may, but shall not be obligated to, apply for and maintain fidelity bonds or
similar insurance with respect to the acts or omissions of the Executive. The Executive
agrees to take such steps and perform such acts as shall be necessary to assist the
Company in obtaining or maintaining in effect such bonds or insurance, including the
completion of the required applications and questionnaires, the furnishing of any
required references, and consenting, upon request, to any required background, financial
or other investigations.  



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             8.5
In connection with any legal proceeding arising hereunder between the Company and the
Executive, the prevailing party, by motion, on the merits, or otherwise, shall be
reimbursed by the other party for all costs and expenses, including reasonable attorneys’fees,
paid or incurred by the prevailing party in prosecuting or defending such proceeding.  




             
             8.6
This Agreement shall be governed by the laws of the State of New York, without giving
effect to the principles of conflicts of laws, including, but not limited to, matters of
construction, validity and performance. Each party hereto hereby irrevocably submits to
the exclusive jurisdiction of the United States District Court for the Southern District
of New York and any court of competent jurisdiction of the State of New York located in
New York City over any suit, action or proceeding arising out of or relating to this
Agreement.  




             
             8.7
This Agreement shall inure to the benefit and be binding upon the Company, and its
assigns and the Executive and his heirs, executors, administrators and legal
representatives.  









	     	Lippert Components,
      Inc.

      

      

      By: /s/ Leigh J. Abrams 

      

      /s/ L. Douglas Lippert 






	


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