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Exhibit
10.12
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is between Williams Controls, Inc.
("Employer") and Dennis Bunday (“Employee”).
1. Position and Duties . Employee hereby agrees to continue working for Employer as
Executive Vice President and Chief Financial Officer.
Employee’s duties include all those duties usually associated
with this position, as well as any other duties reasonably assigned
to Employee by Employer. The Employee agrees to devote his best
efforts and full business time to his work for Employer and to
comply with Employer's scheduling, policies, rules and
regulations.
2. Base Compensation .
Employer shall pay Employee a base salary of $165,000 per annum,
payable in installments according to the Employer’s usual
payroll practices, but no less than monthly (“Base
Salary”) for all work performed under this Agreement. $5,000
of the base compensation shall be paid in the form of Williams
Controls, Inc. stock each May 1. The stock shall be valued at the
average price for the month of April. Employee is an exempt
employee for purposes of federal and state wage and hour laws and
is therefore not entitled to overtime pay. Employer may adjust
Employee’s Base Compensation upward without formally amending
this Agreement in writing.
3. Bonus Compensation . Employee will continue to participate in Employer’s
annual bonus program. The target bonus shall be 50% of Base Salary
based on target parameters to be set annually by the Board ,
provided that the bonus may be adjusted upward to 83% of Base
Salary if the Board determines that extraordinary performance has
been achieved for the year.
4. Benefits . Employee
is entitled to such employee benefits generally available to
similarly situated employees of Employer to the extent and on the
same terms generally available to similarly situated employees of
Employer.
5. Term . Employee is
employed by Employer “at-will,” meaning either Employer
or Employee may terminate Employee’s employment at any time,
for any or no reason. If Employee’s employment is terminated
for Cause, Disability or death, or if Employee resigns without Good
Reason, Employee will be paid compensation and benefits through his
last day of employment and no further compensation or benefits will
be due Employee, except for statutory benefits, such as COBRA
coverage, or previously earned but unpaid benefits, such as an
account balance in a qualified retirement plan, or benefits under
the Employer’s short or long term disability programs or life
insurance benefits, as applicable. If Employee is terminated
without Cause or if Employee resigns with Good Reason, Employee
shall receive compensation and benefits through his last day of
work plus severance benefits of (a) severance pay equal to one
year’s Base Salary, less deductions and withholdings required
by law or authorized by Employee, paid in equal installments over
twelve (12) months on the Employer’s regular paydays, and (b)
if Employee elects COBRA coverage, Employer-paid COBRA for the
twelve (12) months for which Employee receives severance pay. If
Employee provides less than thirty (30) days’ notice of his
resignation for any reason, he will not receive any severance
benefits to which he might otherwise have been entitled.
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For purposes of this Agreement, “Cause” means: (a)
Employee’s continued refusal or failure to perform the duties
assigned to him ten (10) days after receiving notice fro
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