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Exhibit
10.15
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is between Williams Controls, Inc.
("Employer") and Mark Koenen (“Employee”).
1. Position and Duties . Employee hereby agrees to continue working for Employer as
Vice President of Sales and Marketing. 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 $130,000 per year
(“Base Salary”) for all work performed under this
Agreement. $3,000 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 of the same
year the stock transfer is made. 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 without
formally amending this Agreement in writing.
3. Bonus Compensation . Employee will continue to participate in Employer’s
annual bonus program at the same level as similarly situated
employees. Employer reserves the right to modify or eliminate the
bonus program in its sole discretion.
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 or due to 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, if applicable. If Employee is terminated
without Cause or due to Disability or if Employee resigns with Good
Reason, and provided Employee first executes a Release of Claims in
a form satisfactory to Employer, Employee shall receive
compensation and benefits through his last day of work plus
severance benefits of (a) severance pay equal to six (6)
month’s Base Salary paid at the highest rate of Base Salary
(pro-rated) Employee earned at any time during his employment with
Employer less deductions and withholdings required by law or
authorized by Employee, paid in equal installments over six (6)
months on the Employer’s regular paydays, and (b) if Employee
elects COBRA coverage, Employer-paid COBRA for the six (6) months
for which Employee receives severance pay; except that in the event
of termination due to Disability, Employee’s severance pay
will be reduced by the amount Employee receives from any short or
long-term disability plans, social security disability and/or
unemployment compensation. If Employee provides less th
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