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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:
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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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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 otherwise permitted
by law.
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5.
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Release and Covenant Not to Sue
. Employee agrees to release and discharge the Company
and its offi
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