Exhibit 10.1
Corrected Execution Copy
KEMET CORPORATION
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of January 27, 2010, between KEMET Corporation, a
Delaware corporation (the "Company"), and Per-Olof Loof ("Executive").
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY SHALL EMPLOY
EXECUTIVE, AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE
TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT FOR THE PERIOD BEGINNING ON THE
DATE HEREOF AND ENDING AS PROVIDED IN PARAGRAPH 4 HEREOF (THE "EMPLOYMENT
PERIOD").
2.
POSITION AND DUTIES.
(A)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL SERVE AS THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AND SHALL HAVE THE
NORMAL DUTIES, RESPONSIBILITIES, FUNCTIONS AND AUTHORITY OF THE CHIEF EXECUTIVE
OFFICER, SUBJECT TO THE POWER AND AUTHORITY OF THE BOARD OF DIRECTORS OF THE
COMPANY (THE "BOARD") TO EXPAND OR LIMIT SUCH DUTIES, RESPONSIBILITIES,
FUNCTIONS AND AUTHORITY WITHIN THE SCOPE OF DUTIES, RESPONSIBILITIES, FUNCTIONS
AND AUTHORITY ASSOCIATED WITH THE POSITION OF CHIEF EXECUTIVE OFFICER AND TO
OVERRULE ACTIONS OF OFFICERS OF THE COMPANY.
DURING THE EMPLOYMENT PERIOD,
EXECUTIVE SHALL RENDER SUCH ADMINISTRATIVE, FINANCIAL AND OTHER EXECUTIVE AND
MANAGERIAL SERVICES TO THE COMPANY AND ITS SUBSIDIARIES WHICH ARE CONSISTENT
WITH EXECUTIVE'S POSITION AS THE BOARD MAY FROM TIME TO TIME DIRECT.
(B)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL REPORT TO THE BOARD AND SHALL DEVOTE HIS BEST EFFORTS AND HIS FULL
BUSINESS TIME AND ATTENTION (EXCEPT FOR PERMITTED VACATION PERIODS AND
REASONABLE PERIODS OF ILLNESS OR OTHER INCAPACITY) EXCLUSIVELY TO THE BUSINESS
AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES.
EXECUTIVE SHALL PERFORM HIS
DUTIES, RESPONSIBILITIES AND FUNCTIONS TO THE COMPANY AND ITS SUBSIDIARIES
HEREUNDER TO THE BEST OF HIS ABILITIES IN A DILIGENT, TRUSTWORTHY, PROFESSIONAL
AND EFFICIENT MANNER AND SHALL COMPLY WITH THE COMPANY'S AND ITS SUBSIDIARIES'
POLICIES AND PROCEDURES IN ALL MATERIAL RESPECTS.
IN PERFORMING HIS DUTIES AND
EXERCISING HIS AUTHORITY UNDER THE AGREEMENT, EXECUTIVE SHALL SUPPORT AND
IMPLEMENT THE BUSINESS AND STRATEGIC PLANS APPROVED FROM TIME TO TIME BY THE
BOARD AND SHALL SUPPORT AND COOPERATE WITH THE COMPANY'S AND ITS SUBSIDIARIES'
EFFORTS TO EXPAND THEIR BUSINESSES AND OPERATE PROFITABLY AND IN CONFORMITY WITH
THE BUSINESS AND STRATEGIC PLANS APPROVED BY THE BOARD.
SO LONG AS EXECUTIVE IS
EMPLOYED BY THE COMPANY, EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE BOARD, ACCEPT OTHER EMPLOYMENT OR PERFORM OTHER SERVICES FOR COMPENSATION
OR SIT ON MORE THAN THE TWO COMPANY BOARD OF DIRECTORS THAT HE CURRENTLY SITS ON
(ONLY ONE DIRECTORSHIP WOULD BE PREFERABLE), EXCLUDING KEMET CORPORATION, AND
NOT SIT ON MORE THAN TWO BOARD OF DIRECTORS OF A NOT-FOR-PROFIT CHARITABLE
ORGANIZATION. (THIS RESTRICTION DOES NOT APPLY TO THE BOARD OF DIRECTORS OF A
MAJORITY OR WHOLLY OWNED SUBSIDIARY OF THE COMPANY).
(C)
FOR PURPOSES OF THIS AGREEMENT,
"SUBSIDIARIES" SHALL MEAN ANY CORPORATION OR OTHER ENTITY OF WHICH THE
SECURITIES OR OTHER OWNERSHIP INTERESTS HAVING THE VOTING POWER TO ELECT