THIS AGREEMENT is made and entered
into as of January 19, 2006, by and between Joseph F. Spanier
(“ Executive ”) and TransTechnology Corporation,
a Delaware corporation, and any of its subsidiaries and affiliates
as may employ Executive from time to time (collectively the “
Company ”).
WHEREAS, Executive and the Company
deem it to be in their respective best interests to enter into an
agreement providing for the Company’s continued employment of
Executive pursuant to the terms herein stated;
NOW, THEREFORE, in consideration of
the premises and the mutual promises and agreements contained
herein, it is hereby agreed as follows:
1. Effective Date . This
Agreement shall be effective as of January 19, 2006, which
date shall be referred to herein as the “ Effective
Date .”
(a) The
Company hereby agrees to continue to employ Executive and Executive
hereby agrees to continue his employment as Chief Financial Officer
for the “Term of the Agreement” (as defined in
Section 5). In this capacity, Executive shall devote his best
efforts and his full business time and attention to the performance
of the services customarily incident to such office and position
and to such other services of a senior executive nature as may be
reasonably requested by the Board of Directors (the “
Board ”) of the Company which may include services for
one or more subsidiaries or affiliates of the Company. Executive
shall report to the Chief Executive Officer of the
Company.
(b) Executive
shall devote his full business time and attention to such duties,
except for sick leave, reasonable vacations and excused leaves of
absence. Executive shall use his best efforts during the Term of
the Agreement to protect, encourage, and promote the interests of
the Company.
(c) In
carrying out his duties as contemplated in this paragraph 2 after
March 31, 2006, Executive may, in his discretion, elect to
work out of his personal residence or elsewhere for up to two
(2) business days each week.
(a)
Initial Base Salary . [INTENTIONALLY OMITTED]
(b)
Adjusted Base Salary . With respect to the period beginning
on April 1, 2006 and ending on the last day of the Term of the
Agreement (as defined in Section 5) the Company shall pay to
Executive base salary at a rate of not less than $144,900 per
annum. Such base salary shall be payable in accordance with the
Company’s customary payroll
procedures. Executive’s annual base salary described in
Section 3(b) shall be referred to herein as “ Base
Salary .”
(c)
Annual Bonuses . With respect to each fiscal year during
which Executive remains an employee of the Company, Executive shall
be eligible to participate in an incentive based bonus compensation
program pursuant to which Executive may be paid an amount
determined by the Company in its discretion, consistent with
comparable executives of the Company.
4. Benefits . During the
Term of the Agreement:
(a) Executive
shall be eligible to participate in any life, health and long-term
disability insurance programs, 401(k) plans, and other fringe
benefit programs made available to senior executive employees of
the Company from time to time and Executive shall be entitled to
receive such other fringe benefits as may be granted to him from
time to time by the Board.
(b) Executive
shall be allowed vacations, sabbaticals and leaves of absence with
pay on the same basis as other senior executive employees of the
Company.
(c) The
Company shall reimburse Executive for reasonable business expenses
incurred in performing Executive’s duties hereunder. Such
reimbursement shall be made in accordance with the Company’s
customary business expense reimbursement policies and procedures
and shall be consistent with the reimbursement policies and
procedures applicable to other comparable executives of the Company
and its affiliated companies.
(d) The
Company shall bear the reasonable and documented costs of legal
counsel and/or other advisors incurred by the Executive in the
review and negotiation of this Agreement.
5. Term; Termination of the
Agreement . As used herein, the phrase “ Term of the
Agreement ” shall mean the period commencing on the
Effective Date and, except as otherwise specifically provided
below, ending on March 31, 2009. Notwithstanding the
foregoing, the Term of the Agreement shall expire on the first to
occur of the following:
(a)
Termination for any reason other than Cause . In the event
Executive’s employment hereunder is terminated for any reason
other than for Cause, the Company shall (i) to the extent not
otherwise paid prior to the effective date of termination, pay to
Executive a lump sum amount equal to all amounts not theretofore
paid under Section 3(c) of the employment agreement between the
Executive and the Company dated March 28, 2003, (ii) pay
to Executive all Base Salary that is accrued but unpaid as of the
date of such termination of employment and (iii) pay to
Executive a lump sum amount equal to the amount of Base Salary
that, absent such termination of employment, would have
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