UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 25, 2020

 

 

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-6615   95-2594729
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

26600 Telegraph Road, Suite 400

Southfield, Michigan

  48033
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (248) 352-7300

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange
on Which Registered

Common Stock, $0.01 par value   SUP   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Vice President and Chief Financial Officer

(b)(c) On August 27, 2020, Superior Industries International, Inc. (the “Company”) appointed C. Timothy Trenary as its Executive Vice President and Chief Financial Officer, effective September 8, 2020. At that time, Troy Ford will cease his role as Interim Chief Financial Officer and will resume his position as Vice President of Corporate Finance.

Mr. Trenary, 64, was previously the Executive Vice President & Chief Financial Officer of Commercial Vehicle Group, Inc. (NASDAQ;CVGI), a publicly traded global commercial vehicle parts supplier, from 2013 to 2020. Prior to that, Mr. Trenary served as the Executive Vice President & Chief Financial Officer of ProBuild Holdings LLC, a building materials supplier owned by Fidelity Capital Operating LLC, from 2010 to 2013. From 2008 to 2010 Mr. Trenary served as Senior Vice President & Chief Financial Officer of EMCON Technologies Holdings Limited, a global automotive parts supplier owned by One Equity Partners. Mr. Trenary previously served in various executive positions with both public and private companies. Mr. Trenary began his career in public accounting at Arthur Young & Co. (from 1978-1981). Mr. Trenary holds a Bachelor of Arts degree in Accounting, with Honors, from Michigan State University and a Master of Business Administration degree, with Honors, from the University of Detroit Mercy. Mr. Trenary is also a Certified Public Accountant (registered status).

There are no family relationships between Mr. Trenary and any of the directors and executive officers of the Company, nor are there transactions in which Mr. Trenary has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Trenary will receive an annual base salary of $475,000.00. Mr. Trenary may receive annual bonuses based on attainment of performance goals, determined by the Company’s independent Compensation and Benefits Committee (‘the “Committee”), in the amount of 70% of annual base salary. Mr. Trenary will also be eligible to participate in the Company’s 2018 Equity Incentive Plan, as administered by the Committee, upon approval of the Committee and the Board of Directors, and receive awards up to 125% of his base salary. Mr. Trenary is entitled to participate in all benefit plans generally made available to executive officers of the Company. A copy of the Offer Letter of Employment, dated August 17, 2020 (the “Offer Letter”), is attached hereto as Exhibit 10.1. The description of the Offer Letter set forth above is qualified in its entirety by reference to Exhibit 10.1.

Retention Bonus Agreements

(e) On August 25, 2020, the Company entered into Retention Bonus Agreements (“Retention Agreements”) with the following named executive officers: Majdi B. Abulaban, President and Chief Executive Officer and Kevin Burke, Senior Vice President and Chief Human Resources Officer.

COVID-19 has had a dramatic adverse impact on the automotive industry operating environment. In response, the Company’s management team took swift action to respond effectively to the pandemic, including executing safety, cost reduction, and cash flow initiatives to protect the health and safety of our employees, preserve liquidity and enhance financial flexibility. Additionally, prior to the pandemic, the management team executed various actions to improve performance with a focus on improving the operating performance in North America by rationalizing the Company’s footprint, expanding its product portfolio, and addressing troubled product lines. Nonetheless, the Company has seen a precipitous decline in market capitalization which has not recovered to prior levels, and as a result, the Company’s equity plan and the CEO’s inducement grants to join the Company have lost their intended value and retentive effect. These awards were granted to these two named executive officers as their retention is considered essential to onboard a new Chief Financial Officer and support continued near- and long-term financial and operational performance and achieve future milestones, including net debt reduction.

The Committee determined that cash awards were appropriate given that there are insufficient shares available for equity awards under the Company’s 2018 Equity Incentive Plan. In addition, any equity awards granted pursuant to the Retention Agreements would be significantly dilutive to current shareholders. Accordingly, awards under the Retention Agreements will be paid in cash only.

Mr. Abulaban’s Retention Agreement has a three year term which is two thirds time-based and one third performance-based. The Agreement provides for a restricted cash payment of $1 million on each of July 31, 2021 and July 31, 2022. On July 31, 2023, Mr. Abulaban has an opportunity to receive a performance cash payment with a target of $1 million and a range of $0 to $1.5 million, based on the Company’s net debt achievement as measured at June 30, 2023.

Mr. Abulaban is required to be employed at the time of the vesting of the awards. If the Company terminates Mr. Abulaban’s employment before any vesting date other than for Cause, or if Mr. Abulaban terminates his employment for Good Reason (both Cause and Good Reason as defined in Mr. Abulaban’s employment agreement dated March 28, 2019 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2019 and incorporated by reference herein), the Company will pay Mr. Abulaban the remaining full amount of the retention bonus (with the 2023 payment attributable to net debt performance being paid at $1 million). If Mr. Abulaban’s employment is terminated by the Company for Cause, or if Mr. Abulaban terminates his employment for any reason other than Good Reason, Mr. Abulaban will forfeit all remaining cash payments. Mr. Abulaban will also forfeit any payments if he violates certain restrictive covenants set forth in Exhibit A to Mr. Abulaban’s Retention Agreement.

Mr. Burke’s Retention Agreement has a two year term and provides for a cash payment of $270,000 on August 31, 2022. Mr. Burke is required to be employed at the time of vesting of the awards. However, if the Company terminates the employment of Mr. Burke other than for cause, as defined in Mr. Burke’s Retention Agreement, the Company would be required to pay the full amount of the awards.

The foregoing descriptions of the Retention Agreements do not purport to be complete and are qualified in their entirety by references to the full and complete text of the Retention Agreement for each named executive officer, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

 

Item 8.01

Other Events.

On August 27, 2020, the Company announced the appointment of Mr. Trenary as Executive Vice President and Chief Financial Officer. A copy of the press release announcing the appointment of Mr. Trenary is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit

Number

  

Exhibit

Description

10.1    Offer Letter of Employment, dated August 17, 2020 between Superior Industries International, Inc. and Timothy Trenary.
10.2    Retention Letter Agreement, dated August 25, 2020, between Superior Industries International, Inc. and Majdi B. Abulaban.*
10.3    Retention Letter Agreement, dated August 25, 2020, between Superior Industries International, Inc. and Kevin Burke.
99.1    Press Release dated August 27, 2020

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

SIGNATURES

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 hereunto duly authorized.

 

      SUPERIOR INDUSTRIES INTERNATIONAL, INC.
      (Registrant)
Date: August 27, 2020      

/s/ Joanne M. Finnorn

      Joanne M. Finnorn
      Senior Vice President, General Counsel & Corporate Secretary
August 17, 2020       Exhibit 10.1

 

LOGO

Mr. Timothy Trenary

1220 Sandringham Way

Bloomfield Hills, MI 48301

Dear Tim,

I am pleased to extend the following offer of employment to you as Executive Vice President and Chief Financial Officer for Superior Industries International, Inc (the “Company”). In this position, you will be based out of our corporate headquarters in Southfield, Michigan, and will report directly to me.

Compensation and Benefits

You will be paid, effective from your date of hire, a base salary in the amount of $475,000 per annum (less the required withholding taxes and other statutory deductions) on a semi-monthly basis. This salary will be the basis for all benefit purposes.

You will receive a car allowance of $9,600 per annum (less the required withholding taxes and other statutory deductions) on a semi-monthly basis. The car allowance is payable on the first pay period of each month. The car allowance will be treated as taxable income.

In addition, you will be eligible to participate in the following Superior Industries Incentive Compensation Programs:

 

  •  

Under our Annual Incentive Performance Program (AIPP), you will be eligible for a discretionary performance bonus with an annual on-target bonus opportunity of 70% of your base salary. For 2020, the annual on-target value will be based on 4 months of eligibility and subject to Board discretion. All earned bonuses are typically paid before March 15th of the following year and are based on the company’s performance as well as your individual performance.

 

  •  

Subject to final approval by the Compensation Committee, as Executive Vice President and Chief Financial Officer, you are eligible to participate in the Company’s Long-Term Incentive program as administered by Superior’s Compensation and Benefits Committee of the Board of Directors (“Committee”) with a target opportunity of 125% of your base salary, beginning with the 2020-2022 Long-Term Incentive grant.

You will be eligible to participate in the Company’s benefit program, such as medical, dental, vision, life and long term disability insurance plans, with eligibility beginning on the first day of the calendar month following your date of hire. A 401(K) plan with a company match is also offered to assist you in your long-term financial planning on the first day of the calendar month following 60 days of employment. The benefit programs are reviewed annually and subject to change at the discretion of the Company.

As a Named Executive Officer of the Company, and subject to final approval by the Compensation Committee, you will participate in the Executive Change in Control Severance Plan (the “Plan”). Under the Plan and subject to the full terms of the Plan, if your employment is terminated by the Company without Cause or by you for Good Reason

Page 2

TIMOTHY TRENARY

within two years following a change in control, you will receive a two-times multiple of the sum of both your annual base salary and your target annual bonus, paid in a lump sum within 60 days after termination.

Vacation

You will accrue four weeks of paid vacation per year. For 2020, you will be eligible for 1.5 weeks of paid vacation.

Start date

Your start date of employment will be no later than September 8, 2020.

Policies

You will be provided with the Company’s Code of Conduct and policies (collectively, the “Policies”) relating to your employment, and you agree to abide by all Policies in place throughout your employment and to execute any and all documents related to the Company’s Policies as may be presented to you from time to time throughout your employment. The Company may, in its sole discretion, choose to add new Policies and change the terms of any of its existing Policies.

Contingencies

This offer is contingent upon the successful completion of the pre-employment drug screen; satisfactory results being obtained from the verifications of work history, and criminal background and credit checks; and the final approval of the Superior Board of Directors.

The Immigration Reform and Control Act of 1986 requires Superior to verify the identity of every new employee and their legal right to work in the United States. Your continued employment is conditional upon your ability to provide the necessary proof as indicated on the backside of the Employment Eligibility Verification Form (I-9).

This offer will be withdrawn if any of the above conditions are not satisfied.

Your employment will be conditional upon your signing the Company’s standard onboarding documents, including a Non-Disclosure Agreement and acknowledgements of the Employee Handbook and Code of Conduct.

Employment

Employment with the Company is at-will and is not for any fixed period of time. Employees may terminate their employment at any time for any reason. Similarly, the Company may terminate any individual’s employment at any time for any reason. Your employment will be conditional upon your signing an agreement to your at-will employment status.

If you find the terms of our offer acceptable, please acknowledge by signing and returning one copy of this letter to me. This letter represents all terms associated with this offer of employment.

Tim, I want you to know that the directors and employees that met with you at Superior are very excited about you joining the company.

Sincerely,

/s/ Majdi Abulaban

President and Chief Executive Officer

 

I hereby accept this offer of employment:     

8/21/2020

/s/Timothy Trenary

     Date

Exhibit 10.2

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

LOGO

August 25, 2020

Majdi Abulaban

477 W. Frank St.

Birmingham, MI 48009

Dear Majdi,

We consider your continued service and dedication to Superior Industries International, Inc. (the “Company” or “Superior”) essential to our business. To retain you as a key leader of the Company, we are pleased to offer you this Retention Bonus Agreement.

Retention Award

You will be eligible for a restricted cash retention bonus, subject to the terms of this letter and the attached Restricted Cash Retention Award Agreement and its Exhibits (in the aggregate, the “Agreement”). The retention bonus will be paid to you within thirty (30) calendar days following each Vesting Date indicated below (a “Vesting Date”) provided you remain an employee of the Company on each Vesting Date and, with respect to the third payment on July 31, 2023, provided that you meet the net debt performance metrics set forth below at June 30, 2023.

 

Restricted Cash Award    
Grant Date:   August 25, 2020
Vesting Schedule (Restricted Period):   Vesting Dates:   Payment Amounts:
  July 31, 2021   $1,000,000
  July 31, 2022   $1,000,000
  July 31, 2023  

Determined at

June 30, 2023:

Net Debt Below

     

$[***]: $750,000,

or

Net Debt Below

$[***] (Target):

$1,000,000, or

Net Debt Below

$[***]:

$1,500,000

Termination of Employment

If the Company terminates your employment before any Vesting Date other than for Cause, or if you terminate your employment for Good Reason (both Cause and Good Reason as defined in your employment agreement, dated March 28, 2019), the Company will pay you the remaining full amount of the cash retention bonus (with the 2023 payment attributable to performance metrics being paid at target) within thirty (30) calendar days following your employment termination date. If your employment is terminated by the Company for Cause, or if you terminate your employment for any reason other than Good Reason, you will forfeit all remaining cash payments. You also will forfeit any payments if you violate the restrictive covenants set forth in Exhibit A to the attached Restricted Cash Retention Award Agreement.

Code Section 409A

Payments under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) under the short term deferral exemption, and the provisions of this Agreement are to be construed accordingly. However, in no event will the Company be responsible for any tax or penalty that may be imposed on you with regard to payments provided herein. For Code Section 409A purposes, each installment payment is intended to constitute a separate payment, and the term “employment termination” or terms of like kind are intended to constitute “separation from service” as defined under Code Section 409A. If the payments provided herein are determined to be subject to Code Section 409A, and if you are a “specified employee” at the time of your separation from service, any remaining payments will be delayed (if then required under Code Section 409A), until the first day of the seventh month following your separation from service, or the date of your death, if earlier. Any delayed payments will be aggregated and paid in the form of a lump sum.

Separate Benefit

The cash retention payments provided pursuant to this Agreement are in addition to any benefits provided under your March 28, 2019 employment agreement, and the terms of this Agreement shall control with regard to payment of the cash retention payments provided herein.

Governing Law

The validity, interpretation and performance of this Agreement shall, in all respects, be governed by the relevant laws of the State of Michigan.

Modification

No provision of this Agreement may be modified, altered or amended, except by collective agreement between the Company and you in writing.

If you accept the terms of this Agreement, please sign below in the space provided.

Again, thank you for your leadership and dedication. Sincerely,

 

/s/ Timothy C. McQuay

        

8/25/2020        

Timothy C. McQuay     Date
Chairman of the Board    

 

Acceptance         
Signature:  

  /s/ Majdi Abulaban

   

8/25/2020        

Majdi Abulaban     Date

RESTRICTED CASH RETENTION AWARD AGREEMENT

1. Grant of Restricted Award. The Company has granted to you the Restricted Cash Award (as specified in the preceding letter (“Notice of Grant”)) that represents the right to receive up to three cash payments, subject to the terms and conditions of the Notice of Grant and this Restricted Cash Retention Award Agreement (including the vesting conditions provided in the Notice of Grant).

2. Restricted Period and Vesting. The Restricted Period shall expire as to the designated percentage of the Restricted Award and on the date(s) specified in the Vesting Schedule in the Notice of Grant (each, a “Vesting Date”). On each such Vesting Date, the applicable cash payment, if any (“Vested Cash”), shall be distributed to the Participant within thirty (30) calendar days, subject to the terms of the Notice of Grant and, provided that in the case of the third Vesting Date, payment of the award is also subject to Participant meeting the performance metrics specified in the Notice of Grant. Prior to the Vesting Date(s) specified in the Notice of Grant, the remaining cash amount in the Restricted Award shall be defined in this Agreement as “Unvested Cash.”

3. Forfeiture of Unvested Cash. If the Participant breaches any of the restrictive covenants contained in Exhibit A, then the Participant shall forfeit any cash payment contemplated under the Notice of Grant, whether Vested or Unvested and whether or not distributed to the Participant.

4. Restriction on Payment. None of the Unvested Cash or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the occurrence of the applicable Vesting Date. In addition, as a condition to any payment of Vested Cash after such Vesting Date, the Company may, in its discretion, require fulfillment of any requirements deemed necessary by counsel for the Company to comply with applicable law, including tax withholding requirements.

5. Restrictive Covenants. Notwithstanding anything to the contrary in the Notice of Grant, to the extent permitted by applicable law, as a condition precedent to the Company granting you the Restricted Award, and in order to receive any payments pursuant to Section 6, Participant must have complied with the time-vesting restrictive conditions, as set forth in Exhibit A, through and including the Vesting Date and any post-employment restrictions that are applicable. For the avoidance of doubt, the restrictive conditions set forth in Exhibit A shall apply in addition to (and shall not be limited by the provisions of) any other non-competition, non-pooling, non-solicitation, confidentiality, non-disparagement or similar covenants or conditions to which the Participant is a party with the Company or any affiliate thereof.

6. Distribution of Cash. The Company shall hold the Unvested Cash until the applicable Vesting Date. When a Vesting Date occurs, within thirty (30) calendar days, the Company shall promptly distribute the Vested Cash to the Participant, if any, subject to the terms of the Notice of Grant and, provided that in the case of the third Vesting Date, payment of the award is also subject to Participant meeting the performance metrics specified in the Notice of Grant.

8. Tax Consequences. The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by the Notice of Grant. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents. The Participant understands that only the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by the Notice of Grant.

9. Withholding. No later than the date as of which an amount first becomes includible as income of Participant for any income and/or employment tax purposes with respect to any Vested Cash hereunder, Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign income and/or employment taxes that are required by applicable law to be withheld with respect to such amount. Participant authorizes the Company to withhold from his or her compensation to satisfy any income and/or employment tax withholding obligations in connection with the Restricted Award. If Participant is no longer employed by the Company at the time any applicable taxes are due and must be remitted by the Company, Participant agrees to pay applicable taxes to the Company, and the Company may delay distribution of the Vested Cash until proper payment of such taxes has been made by Participant.

 

1

10. General.

(a)    The Notice of Grant shall be governed by and construed under the laws of the State of Michigan.

(b)    The Notice of Grant, including this Restricted Cash Retention Award Agreement and its Exhibits, represent the entire agreement between the parties with respect to the Restricted Award granted to the Participant.

(c)    Any notice, demand or request required or permitted to be delivered by either the Company or the Participant pursuant to the terms of the Notice of Grant shall be in writing and shall be deemed given when delivered personally, deposited with an international courier service, or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to (i) the Participant at the addresses set forth in the Notice of Grant or as the Participant may request by notifying the Company in writing and (ii) the Company at its corporate headquarters to the attention of its Chief Financial Officer.

(d)    The rights of the Company under the Notice of Grant shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors and assignees. The rights and obligations of the Participant under the Notice and Agreement may only be assigned with the prior written consent of the Company.

(e)    Upon a request by the Company to the Participant, the Participant agrees to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of the Notice of Grant.

(f)    Participant acknowledges and agrees that the Restricted Award granted pursuant to the Notice of Grant shall be vested only by providing Continuous Service through the Vesting Date(s) as an Employee.

(g)    If any term, provision, covenant, paragraph, or condition of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that provision shall be modified or eliminated to the minimum extent necessary so this Agreement shall otherwise remain enforceable in full force and effect.

 

2

EXHIBIT A: TO THE 2020 NOTICE OF GRANT AND

RESTRICTED CASH RETENTION AWARD AGREEMENT

As a condition precedent to the Company granting you the Restricted Award, and in order to receive any cash payments pursuant to such grant, Participant must have complied with the following restrictive conditions, through and including the Vesting Date and any post-employment restrictions that are applicable. Any capitalized term in this Exhibit A that is not defined herein shall have the meaning set forth in the Notice of Grant and Restricted Cash Retention Award Agreement.

1.    Nondisclosure and Nonuse of Confidential Information.

Participant shall not use or disclose to any person, either during Participant’s Continuous Service or thereafter, any Confidential Information (as defined below) of which Participant is or becomes aware, whether or not such information is developed by him or her, for any reason or purpose whatsoever, nor shall he or she make use of any of the Confidential Information for his or her own purposes or for the benefit of any person except the Company or its affiliates, except (i) to the extent that such disclosure or use is directly related to and required by Participant’s performance in good faith of duties assigned to Participant by the Company or an affiliate thereof or (ii) to the extent required to do so by a court of competent jurisdiction. Participant will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Participant shall deliver to the Company at the termination of Participant’s Continuous Service, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as defined below) of the Company or any affiliate thereof that Participant may then possess or have under his or her control.

“Confidential Information” means information that is not generally known to the public (including the existence and content of the Notice of Grant) and that is used, developed or obtained by the Company or any of its affiliates in connection with its business, including, but not limited to, information, observations and data obtained by Participant during Participant’s Continuous Service with the Company, an affiliate or any predecessors thereof (including those obtained prior to the date of the Notice of Grant) concerning (i) the business or affairs of the Company or any affiliate (or such predecessors) and (ii) products, services, fees, costs, pricing structures, analyses, drawings, photographs and reports, computer software (including operating systems, applications and program listings), data bases, accounting and business methods, inventions, devices, new developments, methods and processes (whether patentable or unpatentable and whether or not reduced to practice), customers and clients and customer and client lists, all technology and trade secrets, and all similar and related information in whatever form. Notwithstanding the foregoing, “Confidential Information” will not include any information that has been published in a form generally available to the public prior to the date Participant proposes to disclose or use such information.

Participant acknowledges and agrees that the existence, terms and amount of the Notice of Grant is confidential in nature. In consideration of the Company granting the Restricted Award to Participant, Participant agrees that the Notice of Grant (i) will be kept confidential by Participant and (ii) will not, without the Company’s prior written consent, be disclosed to any employee of the Company or any other person (other than any attorney, accountant, or spouse of a Participant or as required by law).

For the avoidance of doubt, this Section 1 does not prohibit or restrict the Participant (or the Participant’s attorney) from responding to any inquiry about the Notice of Grant or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Participant understands and acknowledges that he or she does not need the prior authorization of the Company or an affiliate thereof to make any such reports or disclosures and that he or she is not required to notify the Company that he has made such reports or disclosures.

Notwithstanding anything in this Section 1 or elsewhere in the Notice of Grant to the contrary, the Participant understands that he or she may, pursuant to the U.S. Defend Trade Secrets Act of 2016 (“DTSA”), without informing the Company prior to any such disclosure, disclose Confidential Information (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or

 

A-1

investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, without informing the Company prior to any such disclosure, if the Participant files a lawsuit against the Company for retaliation for reporting a suspected violation of law, the Participant may, pursuant to the DTSA, disclose Confidential Information to his or her attorney and use the Confidential Information in the court proceeding or arbitration, provided that the Participant files any document containing the Confidential Information under seal and does not otherwise disclose the Confidential Information, except pursuant to court order. Without prior authorization of the Company, however, the Company does not authorize the Participant to disclose to any third party (including any government official or any attorney the Participant may retain) any communications that are covered by the Company’s attorney-client privilege.

2.    Covenants Not to Compete or Solicit.

Non-Competition. During Participant’s Continuous Service (as defined below) and ending twelve (12) full months after the later of (i) the effective date of the termination of such Continuous Service and (ii) the last date on which Participant receives compensation from Company or any of its affiliates related to Participants’ employment or service relationship with the Company or any of its affiliates or any termination thereof (the “Exhibit A Restricted Period”), Participant shall not, and will cause his/her affiliates not to, directly or indirectly, through or in association with any third party, in the applicable geographical area described in Exhibit B (the “Restricted Area”), (i) engage in, sell or provide any products or services which are the same or similar to or otherwise competitive with the products and services sold or provided by the Company or any Affiliate; and/or (ii) own, acquire, or control any interest, financial or otherwise, in a third party or business engaged in selling or providing the same, similar or otherwise competitive services or products which the Company or any affiliate is selling or providing, other than ownership of one percent (1%) or less of the equity of a publicly-traded company.

“Continuous Service” means that a Participant’s employment or service relationship with the Company or any of its affiliates is not interrupted or terminated. Continuous Service shall not be considered interrupted in the following cases: (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company and any Subsidiary or successor. A leave of absence approved by the Company shall include sick leave, military leave or any other personal leave approved by an authorized representative of the Company. For purposes of any award that is subject to Section 409A of the Internal Revenue Code, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treasury Regulations Section 1.409A-1(h).

Non-Solicitation. During the Exhibit A Restricted Period, Participant shall not (i) directly, or indirectly through another person, hire any employee of the Company or any of its affiliates or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates, and/or (ii) directly, or indirectly through another person induce any customer, supplier, licensee, vendor or other business relation of the Company or any of its affiliates to cease doing business with the Company or any of its affiliates, or in any way intentionally interfere with the relationship between any such customer, supplier, licensee, vendor or business relation, on the one hand, and the Company or any of its affiliates, on the other hand.

3.    Intellectual Property Rights.

(a)    Participant hereby assigns, transfers and conveys to the Company all of Participant’s right, title and interest in and to all Work Product. Participant agrees that all Work Product belongs in all instances to the Company. Participant will promptly disclose such Work Product to the Company and perform all actions reasonably requested by the Company or an affiliate thereof (whether during or after the period of Participant’s Continuous Service with the Company or an affiliate thereof) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company (whether during or after the period of Participant’s Continuous Service with the Company of an affiliate thereof) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Participant recognizes and agrees that the Work Product, to the extent copyrightable,

 

A-2

constitutes works for hire under the copyright laws of the United States.

(b)    “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, trade dress, logos and all similar or related information (whether patentable or unpatentable) which relates to the Company’s or any of its affiliates’ actual or anticipated business, operations, research and development or existing or future products or services and which are conceived, developed or made by Participant (whether or not during usual business hours and whether or not alone or in conjunction with any other person) during the period of Participant’s Continuous Service together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. Notwithstanding the foregoing, “Work Product” shall not include the patents and other assets set forth on Exhibit C hereto. Participant hereby represents and warrants that the patents and other assets owned by Participant set forth on Exhibit C are not related in any way to the Company, except as stated therein.

(c)    Non-Disparagement. The Participant shall not, in any manner, directly or indirectly, make any oral or written statement to any person that disparages or places the Company or an affiliate thereof or any of their respective officers, shareholders or advisors, or any member of the Board, in a false or negative light; provided, however, that the Participant shall not be required to make any untruthful statement or to violate any law.

4.    Enforcement.

Participant understands that the restrictions set forth in Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement may limit his or her ability to earn a livelihood in a business similar to the business of the Company or an affiliate thereof, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits in connection with his or her Continuous Service with the Company or an affiliate thereof to clearly justify such restrictions which, in any event (given his or her education, skills and ability), Participant does not believe would prevent him or her from otherwise earning a living. Participant has carefully considered the nature and extent of the restrictions placed upon him or her by Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement, and hereby acknowledges and agrees that the same are reasonable, do not confer a benefit upon the Company disproportionate to the detriment of Participant and are reasonable in time, scope and territory and necessary for the protection of the Company and its affiliate and are an essential inducement to the Company’s grant of the Restricted Award.

Because Participant’s services are unique and because Participant has access to Confidential Information and Work Product, the Parties hereto agree that money damages would be an inadequate remedy for any breach of the provisions of Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement. Therefore, in the event of a breach or threatened breach of the restrictions in Exhibit A to the Notice and Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require Participant to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained in Exhibit A to the Notice and Agreement, if and when the judgment of a court of competent jurisdiction is so entered against Participant.

If, at the time of enforcement of the restrictions provided in Exhibit A to the Notice and Agreement, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court or arbitrator, as applicable.

Participant covenants and agrees that he or she will not seek to challenge the enforceability of the covenants contained in Exhibit A to the Notice and Agreement against the Company or any of its affiliates, nor will Participant assert as a defense to any action seeking enforcement of the provisions contained in Exhibit A to the Notice and

 

A-3

Agreement (including an action seeking injunctive relief) that such provisions are not enforceable due to lack of sufficient consideration received by Participant.

 

A-4

EXHIBIT B: RESTRICTED TERRITORY

North America and Europe

 

B-1

Exhibit C: Excluded Work Product

 

      X         I have no inventions.
                   The following is a complete list of all Work Product relative to the subject matter of my Service with the Company that have been created by me, alone or jointly with others, prior to the Grant Date, which might relate to the Company’s present business:
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                   Additional sheets attached.
Participant Signature:  

/s/ Majdi Abulaban

   Date:    8/25/2020

 

C-1

Exhibit 10.3

 

LOGO

August 25, 2020

Mr. Kevin Burke

Dear Kevin,

We consider your continued service and dedication to Superior Industries International, Inc. (the “Company” or “Superior”) essential to our business. To retain you as a key leader of the Company, we are pleased to offer you this Retention Bonus Agreement.

Retention Awards

You will be eligible for a restricted cash retention bonus of $270,000 (USD) subject to the terms of this letter and the attached Restricted Cash Retention Award Agreement and its Exhibits. The retention bonus will be paid to you on the next reasonable payroll date following the Vesting Date indicated below (the “Vesting Date”) provided you remain an employee of the Company on the Vesting Date.

 

Restricted Cash Award Amount:  

$270,000

  
Grant Date:  

August 25, 2020

  
Vesting Date (Restricted Period):  

                  Vesting Date:

  
 

 

  
 

                  August 31, 2022

  
 

 

  

Termination of Employment

If the Company terminates your employment before the Vesting Date other than for cause, the Company will be obligated to pay you the full amount of the cash retention bonus on the next reasonable payroll date following your termination date.

If you are terminated for cause at any point before the Vesting Date, you will not be eligible for the cash payment related to the Vesting Date.

For purposes of this Agreement, cause means:

Your willful and continued failure to perform substantially your duties with the Company.

Your willful engagement in illegal conduct, gross misconduct, breach of fiduciary duty or willful disregard of published Company policies and procedures or code of conduct.

Employment Relationship

This Agreement does not constitute, and may not be construed as, a commitment by Company to employ you for any specific duration. This Agreement does not change the at will nature of your employment relationship with Company. Consequently, either you or the Company may terminate your employment relationship at any time, with or without cause, and with or without notice.

Confidentiality

You agree that the monetary terms of this Agreement are confidential and will not be disclosed to any other person apart from attorney-client privileged communications, conversations with immediate family members and tax and financial advisors (whom you have informed of this confidentiality agreement and requested to abide by it) or as required by law.

Governing Law

The validity, interpretation and performance of this Agreement shall, in all respects, be governed by the relevant laws of the State of Michigan.

Modification

No provision of this Agreement may be modified, altered or amended, except by collective agreement between the Company and you in writing.

If you accept the terms of this Agreement, please sign below in the space provided.

Again, thank you for your leadership and dedication.

Sincerely,

 

/s/ Majdi Abulaban

        

  8/25/2020        

Majdi Abulaban       Date
President and Chief Executive Officer    

 

Acceptance         
Signature:  

  /s/ Kevin Burke

   

  8/25/2020        

Kevin Burke       Date

RESTRICTED CASH RETENTION AWARD AGREEMENT

1.    Grant of Restricted Award. The Company has granted to you the Restricted Cash Award (as specified in the preceding letter (“Notice of Grant”)) that represents the right to receive up to three cash payments, subject to the terms and conditions of the Notice of Grant and this Restricted Cash Retention Award Agreement (including the vesting conditions provided in the Notice of Grant).

2.    Restricted Period and Vesting. The Restricted Period shall expire on the Vesting Date. and the cash retention bonus payment, if any (“Vested Cash”), shall be distributed to the Participant as soon as reasonably practicable. Prior to the Vesting Date specified in the Notice of Grant, the remaining cash amount in the Restricted Award shall be defined in this Agreement as “Unvested Cash.”

3.    Forfeiture of Unvested Cash. If the Participant breaches any of the restrictive covenants contained in Exhibit A, then the Participant shall forfeit any cash payment contemplated under the Notice of Grant, whether Vested or Unvested and whether or not distributed to the Participant.

4.    Restriction on Payment. None of the Unvested Cash or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the occurrence of the Vesting Date. In addition, as a condition to any payment of Vested Cash after the Vesting Date, the Company may, in its discretion, require fulfillment of any requirements deemed necessary by counsel for the Company to comply with applicable law, including tax withholding requirements.

5.    Restrictive Covenants. Notwithstanding anything to the contrary in the Notice of Grant, to the extent permitted by applicable law, as a condition precedent to the Company granting you the Restricted Award, and in order to receive any payments pursuant to Section 6, Participant must have complied with the time-vesting restrictive conditions, as set forth in Exhibit A, through and including the Vesting Date and any post-employment restrictions that are applicable. For the avoidance of doubt, the restrictive conditions set forth in Exhibit A shall apply in addition to (and shall not be limited by the provisions of) any other non-competition, non-pooling, non-solicitation, confidentiality, non-disparagement or similar covenants or conditions to which the Participant is a party with the Company or any affiliate thereof.

6.    Distribution of Cash. The Company shall hold the Unvested Cash until the Vesting Date. When the Vesting Date occurs, as soon as reasonably practicable, the Company shall promptly distribute the Vested Cash to the Participant, if any, subject to the terms of the Notice of Grant.

8.    Tax Consequences. The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by the Notice of Grant. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents. The Participant understands that only the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by the Notice of Grant.

9.    Withholding. No later than the date as of which an amount first becomes includible as income of Participant for any income and/or employment tax purposes with respect to any Vested Cash hereunder, Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign income and/or employment taxes that are required by applicable law to be withheld with respect to such amount. Participant authorizes the Company to withhold from his or her compensation to satisfy any income and/or employment tax withholding obligations in connection with the Restricted Award. If Participant is no longer employed by the Company at the time any applicable taxes are due and must be remitted by the Company, Participant agrees to pay applicable taxes to the Company, and the Company may delay distribution of the Vested Cash until proper payment of such taxes has been made by Participant.

10.    General.

(a) The Notice of Grant shall be governed by and construed under the laws of the State of Michigan.

  (b)

The Notice of Grant, including this Restricted Cash Retention Award Agreement and its Exhibits, represent the entire agreement between the parties with respect to the Restricted Award granted to the Participant.

(c) Any notice, demand or request required or permitted to be delivered by either the Company or the Participant pursuant to the terms of the Notice of Grant shall be in writing and shall be deemed given when delivered personally, deposited with an international courier service, or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to (i) the Participant at the addresses set forth in the Notice of Grant or as the Participant may request by notifying the Company in writing and (ii) the Company at its corporate headquarters to the attention of its Chief Financial Officer.

(d) The rights of the Company under the Notice of Grant shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors and assignees. The rights and obligations of the Participant under the Notice and Agreement may only be assigned with the prior written consent of the Company.

(e) Upon a request by the Company to the Participant, the Participant agrees to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of the Notice of Grant.

(f) Participant acknowledges and agrees that the Restricted Award granted pursuant to the Notice of Grant shall be vested only by providing Continuous Service through the Vesting Date as an Employee.

(g) If any term, provision, covenant, paragraph, or condition of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that provision shall be modified or eliminated to the minimum extent necessary so this Agreement shall otherwise remain enforceable in full force and effect.

EXHIBIT A: TO THE 2020 NOTICE OF GRANT AND

RESTRICTED CASH RETENTION AWARD AGREEMENT

As a condition precedent to the Company granting you the Restricted Award, and in order to receive any cash payments pursuant to such grant, Participant must have complied with the following restrictive conditions, through and including the Vesting Date and any post-employment restrictions that are applicable. Any capitalized term in this Exhibit A that is not defined herein shall have the meaning set forth in the Notice of Grant and Restricted Cash Retention Award Agreement.

1.    Nondisclosure and Nonuse of Confidential Information.

Participant shall not use or disclose to any person, either during Participant’s Continuous Service or thereafter, any Confidential Information (as defined below) of which Participant is or becomes aware, whether or not such information is developed by him or her, for any reason or purpose whatsoever, nor shall he or she make use of any of the Confidential Information for his or her own purposes or for the benefit of any person except the Company or its affiliates, except (i) to the extent that such disclosure or use is directly related to and required by Participant’s performance in good faith of duties assigned to Participant by the Company or an affiliate thereof or (ii) to the extent required to do so by a court of competent jurisdiction. Participant will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Participant shall deliver to the Company at the termination of Participant’s Continuous Service, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as defined below) of the Company or any affiliate thereof that Participant may then possess or have under his or her control.

“Confidential Information” means information that is not generally known to the public (including the existence and content of the Notice of Grant) and that is used, developed or obtained by the Company or any of its affiliates in connection with its business, including, but not limited to, information, observations and data obtained by Participant during Participant’s Continuous Service with the Company, an affiliate or any predecessors thereof (including those obtained prior to the date of the Notice of Grant) concerning (i) the business or affairs of the Company or any affiliate (or such predecessors) and (ii) products, services, fees, costs, pricing structures, analyses, drawings, photographs and reports, computer software (including operating systems, applications and program listings), data bases, accounting and business methods, inventions, devices, new developments, methods and processes (whether patentable or unpatentable and whether or not reduced to practice), customers and clients and customer and client lists, all technology and trade secrets, and all similar and related information in whatever form. Notwithstanding the foregoing, “Confidential Information” will not include any information that has been published in a form generally available to the public prior to the date Participant proposes to disclose or use such information.

Participant acknowledges and agrees that the existence, terms and amount of the Notice of Grant is confidential in nature. In consideration of the Company granting the Restricted Award to Participant, Participant agrees that the Notice of Grant (i) will be kept confidential by Participant and (ii) will not, without the Company’s prior written consent, be disclosed to any employee of the Company or any other person (other than any attorney, accountant, or spouse of a Participant or as required by law).

For the avoidance of doubt, this Section 1 does not prohibit or restrict the Participant (or the Participant’s attorney) from responding to any inquiry about the Notice of Grant or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Participant understands and acknowledges that he or she does not need the prior authorization of the Company or an affiliate thereof to make any such reports or disclosures and that he or she is not required to notify the Company that he has made such reports or disclosures.

Notwithstanding anything in this Section 1 or elsewhere in the Notice of Grant to the contrary, the Participant understands that he or she may, pursuant to the U.S. Defend Trade Secrets Act of 2016 (“DTSA”), without informing the Company prior to any such disclosure, disclose Confidential Information (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or

investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, without informing the Company prior to any such disclosure, if the Participant files a lawsuit against the Company for retaliation for reporting a suspected violation of law, the Participant may, pursuant to the DTSA, disclose Confidential Information to his or her attorney and use the Confidential Information in the court proceeding or arbitration, provided that the Participant files any document containing the Confidential Information under seal and does not otherwise disclose the Confidential Information, except pursuant to court order. Without prior authorization of the Company, however, the Company does not authorize the Participant to disclose to any third party (including any government official or any attorney the Participant may retain) any communications that are covered by the Company’s attorney-client privilege.

2.    Covenants Not to Compete or Solicit.

Non-Competition. During Participant’s Continuous Service (as defined below) and ending twelve (12) full months after the later of (i) the effective date of the termination of such Continuous Service and (ii) the last date on which Participant receives compensation from Company or any of its affiliates related to Participants’ employment or service relationship with the Company or any of its affiliates or any termination thereof (the “Exhibit A Restricted Period”), Participant shall not, and will cause his/her affiliates not to, directly or indirectly, through or in association with any third party, in the applicable geographical area described in Exhibit B (the “Restricted Area”), (i) engage in, sell or provide any products or services which are the same or similar to or otherwise competitive with the products and services sold or provided by the Company or any Affiliate; and/or (ii) own, acquire, or control any interest, financial or otherwise, in a third party or business engaged in selling or providing the same, similar or otherwise competitive services or products which the Company or any affiliate is selling or providing, other than ownership of one percent (1%) or less of the equity of a publicly-traded company.

“Continuous Service” means that a Participant’s employment or service relationship with the Company or any of its affiliates is not interrupted or terminated. Continuous Service shall not be considered interrupted in the following cases: (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company and any Subsidiary or successor. A leave of absence approved by the Company shall include sick leave, military leave or any other personal leave approved by an authorized representative of the Company. For purposes of any award that is subject to Section 409A of the Internal Revenue Code, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treasury Regulations Section 1.409A-1(h).

Non-Solicitation. During the Exhibit A Restricted Period, Participant shall not (i) directly, or indirectly through another person, hire any employee of the Company or any of its affiliates or induce any employee of the Company or any of its affiliates to leave the employ of the Company or any of its affiliates, and/or (ii) directly, or indirectly through another person induce any customer, supplier, licensee, vendor or other business relation of the Company or any of its affiliates to cease doing business with the Company or any of its affiliates, or in any way intentionally interfere with the relationship between any such customer, supplier, licensee, vendor or business relation, on the one hand, and the Company or any of its affiliates, on the other hand.

3.    Intellectual Property Rights.

(a)    Participant hereby assigns, transfers and conveys to the Company all of Participant’s right, title and interest in and to all Work Product. Participant agrees that all Work Product belongs in all instances to the Company. Participant will promptly disclose such Work Product to the Company and perform all actions reasonably requested by the Company or an affiliate thereof (whether during or after the period of Participant’s Continuous Service with the Company or an affiliate thereof) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company (whether during or after the period of Participant’s Continuous Service with the Company of an affiliate thereof) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Participant recognizes and agrees that the Work Product, to the extent copyrightable,

constitutes works for hire under the copyright laws of the United States.

(b)    “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, trade dress, logos and all similar or related information (whether patentable or unpatentable) which relates to the Company’s or any of its affiliates’ actual or anticipated business, operations, research and development or existing or future products or services and which are conceived, developed or made by Participant (whether or not during usual business hours and whether or not alone or in conjunction with any other person) during the period of Participant’s Continuous Service together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. Notwithstanding the foregoing, “Work Product” shall not include the patents and other assets set forth on Exhibit C hereto. Participant hereby represents and warrants that the patents and other assets owned by Participant set forth on Exhibit C are not related in any way to the Company, except as stated therein.

(c)    Non-Disparagement. The Participant shall not, in any manner, directly or indirectly, make any oral or written statement to any person that disparages or places the Company or an affiliate thereof or any of their respective officers, shareholders or advisors, or any member of the Board, in a false or negative light; provided, however, that the Participant shall not be required to make any untruthful statement or to violate any law.

4.    Enforcement.

Participant understands that the restrictions set forth in Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement may limit his or her ability to earn a livelihood in a business similar to the business of the Company or an affiliate thereof, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits in connection with his or her Continuous Service with the Company or an affiliate thereof to clearly justify such restrictions which, in any event (given his or her education, skills and ability), Participant does not believe would prevent him or her from otherwise earning a living. Participant has carefully considered the nature and extent of the restrictions placed upon him or her by Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement, and hereby acknowledges and agrees that the same are reasonable, do not confer a benefit upon the Company disproportionate to the detriment of Participant and are reasonable in time, scope and territory and necessary for the protection of the Company and its affiliate and are an essential inducement to the Company’s grant of the Restricted Award.

Because Participant’s services are unique and because Participant has access to Confidential Information and Work Product, the Parties hereto agree that money damages would be an inadequate remedy for any breach of the provisions of Exhibit A to the Notice of Grant and Restricted Cash Retention Award Agreement. Therefore, in the event of a breach or threatened breach of the restrictions in Exhibit A to the Notice and Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require Participant to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained in Exhibit A to the Notice and Agreement, if and when the judgment of a court of competent jurisdiction is so entered against Participant.

If, at the time of enforcement of the restrictions provided in Exhibit A to the Notice and Agreement, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court or arbitrator, as applicable.

Participant covenants and agrees that he or she will not seek to challenge the enforceability of the covenants contained in Exhibit A to the Notice and Agreement against the Company or any of its affiliates, nor will Participant assert as a defense to any action seeking enforcement of the provisions contained in Exhibit A to the Notice and

Agreement (including an action seeking injunctive relief) that such provisions are not enforceable due to lack of sufficient consideration received by Participant.

EXHIBIT B: RESTRICTED TERRITORY

North America and Europe

Exhibit C: Excluded Work Product

 

      X         I have no inventions.
                   The following is a complete list of all Work Product relative to the subject matter of my Service with the Company that have been created by me, alone or jointly with others, prior to the Grant Date, which might relate to the Company’s present business:
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                   Additional sheets attached.
Participant Signature:  

/s/ Kevin Burke

   Date:8/25/2020      
LOGO    Exhibit 99.1
   News Release

Superior Industries Announces the Appointment of C. Timothy Trenary as Executive Vice President and Chief Financial Officer

SOUTHFIELD, MICHIGAN – August 27, 2020 – Superior Industries International, Inc. (NYSE:SUP), one of the world’s leading light vehicle aluminum wheel suppliers for OEMs and the European aftermarket, today announced the appointment of C. Timothy Trenary as Executive Vice President and Chief Financial Officer effective September 8, 2020. Additionally, Troy Ford, who assumed the role of Interim Chief Financial Officer in early August 2020, will resume his position as Vice President of Corporate Finance at that time.

“Tim has had an esteemed career that boasts a strong track record of financial leadership and a deep knowledge of the automotive industry. Throughout his career, he has played an integral role in the development and implementation of strategic plans centered on elevating the financial strength and flexibility of many organizations, while at the same time positioning them for improved operational and financial performance. We are thrilled to welcome him to the team,” commented Majdi Abulaban, President and Chief Executive Officer of Superior. “I would like to thank Troy for stepping into the role of Interim Chief Financial Officer, maintaining our strong financial and operational disciplines during this unprecedented time.”

Prior to joining Superior, Mr. Trenary was Executive Vice President and Chief Financial Officer at Commercial Vehicle Group, Inc. (“CVG”) from 2013 to 2020. While at CVG, he led the reorganization and enhancement of the finance organization, as well as refining its capital allocation strategy to improve earnings and deleverage the business. Previously, Mr. Trenary had served in several Chief Financial Officer roles, including ProBuild Holdings, LLC, EMCON Technologies Holdings Limited, and DURA Automotive Systems, Inc. In addition, he has previously served in various executive positions with both public and private companies. Mr. Trenary began his career in public accounting at Arthur Young & Co., now part of Ernst & Young, and holds a Bachelor of Arts degree from Michigan State University and a Master of Business Administration degree from the University of Detroit Mercy.

About Superior Industries

Superior is one of the world’s leading aluminum wheel suppliers. Superior’s team collaborates and partners with customers to design, engineer, and manufacture a wide variety of innovative and high-quality products utilizing the latest lightweighting and finishing technologies. Superior also maintains leading aftermarket brands including ATS®, RIAL®, ALUTEC®, and ANZIO®. Headquartered in Southfield, Michigan, Superior is listed on the New York Stock Exchange. For more information, please visit www.supind.com.

Superior Investor Relations:

Troy Ford

(248) 234-7104

Investor.Relations@supind.com