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EXHIBIT 10.2
AGREEMENT FOR MANAGEMENT SUCCESSION,
RESIGNATION AND SEVERANCE OF CEO, AND
OTHER MISCELLANEOUS MATTERS
NOW COMES
Trans-Industries, Inc., a Delaware corporation (hereinafter
referred to as the "Company") and Dale S.
Coenen (hereinafter referred to as
"Coenen"), on May 23, 2005, to enter into
the following Agreement effective as
of the 16th day of March, 2005 as follows;
to wit:
RECITALS
WHEREAS,
Coenen served as the Chief Executive Officer and Chairman of
the
Board of Directors of the Company until his
resignation on March 16, 2005;
WHEREAS,
Coenen has voluntarily resigned and/or retired as Chief
Executive
Officer and Chairman of the Board;
WHEREAS,
Coenen and the Company both believe that it is in the Company's
best interest to provide for an orderly
transfer of management from Coenen to a
new Chief Executive Officer and Chairman of
the Board including, but not limited
to, the appointment of Mr. Richard Solon
("Solon") as Chief Executive Officer
and Chairman of the Board effective upon
the resignation of Coenen, and subject
to approval of the Board of Directors in
accordance with the Bylaws of the
Company;
WHEREAS,
the Company, in recognition of Coenen's long-standing service
wishes to offer him a certain severance
package;
WHEREAS,
Coenen is a plan participant of the Company's Profit Sharing
Plan, and the Company and Coenen intend to
provide for the orderly transfer of
Coenen's beneficial interest in the Profit
Sharing Plan by roll over to his own
individual retirement account (IRA);
NOW
THEREFORE, in consideration of the mutual covenants and
conditions
contained herein, the sufficiency of which
are acknowledged to be adequate, it
is hereby agreed as follows; to wit:
I. RESIGNATION OF DALE S. COENEN
Paragraph 1.1 Effective March 16, 2005,
Coenen has resigned as Chief Executive
Officer and Chairman of the Board of
Directors of the Company and from the Board
of Directors and as an officer of
Transmatic, Inc., Transign, Inc., The Lobb
Company, and Vultron, Inc. (hereinafter
referred to as "Subsidiary
Corporations").
Paragraph 1.2 Coenen shall remain a member
of the Board of Directors until his
earlier resignation or removal in
accordance with the bylaws of the Company, or
otherwise.
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Paragraph 1.3 Coenen shall continue to act
as Trustee of the Company's Profit
Sharing Plan until the earlier of November
16, 2005 or the termination of the
Profit Sharing Plan.
Paragraph 1.4 Coenen and the Company shall
execute the Severance Agreement and
Release of Claims attached hereto and
incorporated herein as Exhibit "A".
II. MANAGEMENT SUCCESSION
Paragraph 2.1 Coenen confirms his consent
to the nomination and selection of
Richard Solon to be his successor as Chief
Executive Officer and Chairman of the
Board by executing the Special Board
Resolution of March 16, 2005 attached
hereto as Exhibit "B".
III. DISTRIBUTION OF COENEN'S PROFIT SHARING BENEFITS AND
AGREEMENT TO PURCHASE SHARES OF THE COMPANY
Paragraph 3.1 Coenen directs, and the
Company shall distribute, Coenen's vested
interest in the Profit Sharing Plan by
utilization of the roll over process to
Coenen's IRA. The distribution or roll over
shall occur as soon as commercially
reasonable 15 days following the filing of
"Notification Form: Listing of
Additional Shares: with NASDAQ with the
delivery of currency, check, cashier's
check or wire transfer. Coenen shall
execute and consent to any further
documentation including, but not limited
to, a distribution form under the
Profit Sharing Plan, as requested by the
Company in accordance with this
Agreement. If the Company takes any further
action in connection with the
Notification Form, then distribution or
roll over may be reasonably delayed by
the Company accordingly.
Paragraph 3.2 Coenen shall use all cash
proceeds or sums delivered to his IRA
pursuant to paragraph 3.1 above, less the
sum of Fifty-Nine Thousand
($59,000.00) Dollars, to purchase common
stock from the Company pursuant to the
terms and conditions set forth in the Stock
Purchase Agreement attached hereto
as Exhibit "C", and incorporated
herein.
Paragraph 3.3 If any provision of this
Agreement is held to be invalid or
unenforceable, or a violation of or
prohibited by the Employee Retirement Income
Security Act of 1
