Exhibit 10.2
AGREEMENT AND
RELEASE
THIS AGREEMENT AND
RELEASE (the
“Agreement”), effective as of January 1, 2007, is
entered into between MTC Technologies Inc. on behalf of itself, its
officers, directors, shareholders, employees and agents (in their
individual and representative capacities), and its parent,
affiliated, successor, subsidiaries and other related companies,
and each of them jointly and severally (herein singularly and
collectively called the “Company”), and Donald Weisert
on behalf of himself and his heirs, executors, guardians,
administrators, successors and assigns, and each of them jointly
and severally (herein singularly and collectively called
“Employee”). (Collectively, the Company and Employee
are referred to hereafter as the “Parties”)
WHEREAS, Employee has served the Company in various
capacities for numerous years, including as Chief Operating Officer
and Executive Vice President, and has expressed his desire to
retire from employment with the Company;
WHEREAS, the Company desires to retain Employee in order
to utilize his significant experience in the business matters of
the Company and Employee desires to provide such services to the
Company,
NOW, THEREFORE, in consideration of
the above and for other good and valuable consideration as
described herein, the Parties agree as follows:
The Company hereby employs the
Employee, and the Employee agrees to serve, as a Consulting Advisor
from January 1, 2007 through December 31, 2007. The
Parties agree that the position held by the Employee constitutes
part-time employee status. The period of January 1, 2007
through December 31, 2007 shall be referred to as the
“Term.” During the Term, Employee will render such
services to the Company in such manner and upon such terms and
conditions as the Company may request of Employee on an on-call
basis from time to time. The Employee shall perform such duties
consistent with the Employee’s position as may be assigned to
him from time to time by the Chief Operating Officer of the
Company. Employee will, with reasonable notice, but at no personal
cost or expense to Employee, during or after the term of this
Agreement, furnish information as may be in his possession and
cooperate with the Company, as may reasonably be requested, in
connection with any claims or legal actions in which the Company or
any of its parent, subsidiaries or affiliates are or may become a
party.
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2.
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Payments
and Benefits .
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A.
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In
consideration of Employee agreeing to extend his services as
provided herein and for the other covenants made by Employee in
this Agreement, including without limitation the covenants made in
Section 7, the Company shall compensate Employee as
follows:
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i.
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For the period
from January 1, 2007 through April 30, 2007, the Company
shall pay Employee at an annual rate of $235,000, subject to all
applicable withholdings and pursuant to the Company’s regular
payroll schedule; and
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ii.
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For the period
from May 1, 2007 through December 31, 2007, the Company
shall pay Employee at an annual rate of $117,500, subject to all
applicable withholdings and pursuant to the Company’s regular
payroll schedule.
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B.
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As a part-time
employee, Employee acknowledges that he is not entitled to benefits
under the Company’s benefit plans, other than his right to
participate in the Company’s 401(k) savings plan in which he
may participate on the same basis as any other full-time employee
of the Company. Employee further agrees that his right to exercise
any stock option or other option to acquire Common Stock of the
Company pursuant to the Company’s 2002 Equity and Performance
Incentive Plan shall expire on December 31, 2007
notwithstanding the terms of any such stock option
grant.
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C.
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Notwithstanding
Section 2.B above, Employee shall be entitled to participate
in and receive any bonus or other annual incentive amounts paid by
the Company with respect to calendar year 2006 on the same basis
and in the same amount as he would otherwise have been paid in his
capacity as Chief Operating Officer and as a full-time employee,
consistent with the payment of such bonuses and annual incentive
compensation paid to other senior officers of the
Company.
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D.
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The Company
shall pay or reimburse Employee for all reasonable expenses
incurred by Employee in connection with the performance of his
duties and obligations under this Agreement, subject to
presentation of reasonable substantiation and/or vouchers, and
otherwise in accordance with such procedures as the Company may
from time to time establish for expense reimbursement applicable to
similarly situated executives of the Company.
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3.
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Termination . The
Employee’s employment by the Company: (a) shall
terminate upon the Employee’s death or disability (as defined
below); (b) may be terminated by the Company for cause (as
defined below) at any time; and (c) may be terminated by the
Employee, without cause at any time upon thirty
(30) days’ prior written notice delivered by the
Employee to the Company.
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(a)
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The term
“disability” means the determination under the
Company’s Long-Term Disability Plan that the Employee is
eligible to receive a disability benefit.
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(b)
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“Cause” means that the Executive
shall have:
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i.
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been convicted
of a criminal violation involving, in each case, fraud,
embezzlement or theft in connection with the Executive’s
duties or in the course of the Executive’s employment with
the Company;
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ii.
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committed
intentional wrongful damage to property of the Company;
or
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iii.
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committed
intentional wrongful disclosure of secret processes or confidential
information of the Company;
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and any such act shall have been
demonstrably and materially harmful to the Company.
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4.
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Good
Behavior . Employee agrees to make no criticism or negative
statements about Company, its management, its methods of operation,
its role as corporate or community citizen, or its treatment of
Employee and agrees not to encourage or aid any person or entity in
the pursuit of any claim or cause of action against Company, except
as otherwis
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