EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AGREEMENT
shall be effective as of January 5, 2009 (“the
Effective Date”), and is made between SPARTON CORPORATION, an
Ohio corporation, whose headquarters are located at 2400 East
Ganson, Jackson, Michigan 49203, hereafter called “the
Corporation”, as the employer, and Gordon Madlock, whose
current address is ____________________, hereafter called
“the Executive”, as the employee.
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(a)
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The
Corporation wishes to retain the services of the Executive in the
capacity of Sr Vice President/Operations; and
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(b)
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the
Executive wishes to be employed by the Corporation in that
capacity; and
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(c)
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the
parties desire to set forth the terms and conditions of the
employment of the Executive by the Corporation in
writing;
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NOW THEREFORE, in
consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree
as follows:
EMPLOYMENT AND
DUTIES
1.1 The Corporation hereby agrees to employ the
Executive as Sr Vice President/Operations, and the Executive agrees
to such employment, all in accordance with the express terms,
conditions, duties and obligations set forth in this Agreement. The
parties agree that the relationship between the Corporation and the
Executive created by this Agreement is that of employer and
employee.
1.2 The Executive shall be based at the
Corporation’s headquarters located at 2400 East Ganson, in
Jackson, Michigan. Some travel may be required, however, the
Executive’s main place of employment shall be the corporate
headquarters in Jackson, Michigan.
1.3 The Executive shall, during the term of this
Agreement:
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(a)
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perform all duties and
responsibilities assigned to him as Sr Vice President/Operations,
and shall report directly to Cary Wood, the Chief Executive
Officer. The Executive also will be required to perform such
other
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related duties
and responsibilities as may be assigned to the Executive by the CEO
and the President of the Corporation, or their designee, from time
to time, which related duties and responsibilities shall be in
keeping with the general nature of the duties of Sr Vice
President/Operations.
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(b)
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devote the whole of his working
time, attention and ability to the performance of his employment
duties and responsibilities as set out herein, and truly and
faithfully serve the best interests of the Corporation at all
times.
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1.4 The Executive agrees to comply with all
applicable laws, exercise the utmost degree of integrity, honesty,
fidelity and good faith, and perform his duties with the utmost
degree of expertise, care and ability that may be expected of a
person having the education, training and experience equivalent to
the education, training and experience of the Executive.
2.1 The Executive’s employment shall be
‘at will’ employment, with no set term. The employment
relationship may be terminated by either the Executive or the
Corporation at any time, for any reason or for no reason, as is
further set forth herein.
3.1 The Executive shall be paid a base salary of One
Hundred Ninety-Five Thousand ($195,000.00 ) Dollars
per year, (the “Base Salary”) subject to all applicable
statutory withholding, and an annual automobile allowance of Nine
Thousand Six Hundred ($9,600.00 ) Dollars, both of which
shall be paid in accordance with the Corporation’s regular
payroll periods. The compensation payable to the Executive as
contemplated by this Agreement shall be subject to annual review by
the CEO.
3.2 In
addition to the Base Salary provided for in Article 3.1 above,
the Executive will be eligible for a performance bonus of Forty
(40%) percent of Executive’s Base Salary provided certain
target objectives, which will be established by the CEO, have been
attained. The bonus will be paid after a determination has been
made regarding whether the required objectives were met, but in any
event not later than ninety days after the end of the particular
fiscal year for which the bonus is being paid.
4.1 The Executive shall be entitled to receive or to
participate in all employee benefits offered to the salaried
employees of the Corporation for which he qualifies, under the same
terms and subject to the same conditions as are then in effect for
other salaried employees, and as such benefits may exist from time
to time during the period of his employment, including, without
limitation, the Corporation’s health insurance coverage plan,
disability plan, the 401K plan, and any applicable incentive
programs.
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5.1 The Executive shall be eligible for two weeks of
vacation, immediately upon the Effective Date of this Agreement.
Eligibility for additional vacation time will be reviewed after the
first year of employment. Any accrued but unused vacation remaining
at the end of each year shall be subject to the Corporation’s
policy regarding accrual of paid time off.
6.1 Either the Executive or the Corporation shall be
entitled, upon written notice to the other party, to terminate this
Agreement at any time, for any reason or for no reason, as the
Executive’s employment is ‘at will’. The
Executive’s employment with the Corporation also may be
terminated by the Corporation at any time, for “just
cause”. For the purposes of this Agreement “just
cause” shall mean any of the following: the commission of any
illegal act; the commission of any act of dishonesty, fraud, gross
negligence, or willfu
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