Exhibit
10.17
EMPLOYMENT
AGREEMENT
This
Employment Agreement (“Agreement”) is between Williams
Controls, Inc. (“Employer”) and Scott Thiel
(“Employee”).
1.
Position and Duties . Employee hereby agrees to continue
working for Employer as Vice President of Engineering and
Development. 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 $115,000 per year (“Base Salary”) for all
work performed under this Agreement. 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 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, accrued personal time, and/or life insurance,
if applicable. If Employee is terminated without Cause 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
twelve (12) month’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.
For
purposes of this Agreement, “Cause” means: (a)
Employee’s continued refusal or failure to perform the duties
assigne
