AGREEMENT AND RELEASE

Release Agreement

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This Release Agreement involves

MTC TECHNOLOGIES INC | Donald Weisert

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Title: AGREEMENT AND RELEASE
Governing Law: Ohio Date: 1/5/2007
Industry: SVSBUS Sector: SERVIC

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Agreement by and between MTC Technologies, Inc. and Donald Weisert

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:

1.	Employment.

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.

2.	Payments and Benefits.

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:

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

ii.

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.

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.

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.

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.

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.

(a)

The term “disability” means the determination under the Company’s Long-Term Disability Plan that the Employee is eligible to receive a disability benefit.

(b)

“Cause” means that the Executive shall have:

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.

committed intentional wrongful damage to property of the Company; or