Exhibit 10.7


 


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”) is effective as
of October 19, 2007, by and between Tower Tech Holdings, Inc. (the “Company”), and J. Cameron Drecoll
(the “Executive”).


 


WHEREAS,
the Company is engaged in the business of manufacturing components for the wind
turbine, oil and gas, and mining industries;


 


WHEREAS, the Company has executed a purchase
agreement (the “Purchase Agreement”) relating to the purchase of a business of
which the Executive is the majority shareholder (the “Purchase Transaction”);


 


WHEREAS,
the Company desires to employ the Executive and the Executive desires to be
employed by the Company, subject to the consummation of the Purchase
Transaction; and


 


WHEREAS,
the Company and the Executive desire to enter into this Agreement to set forth
the rights, duties, benefits and obligations with respect to the employment of
the Executive by the Company under the terms and conditions herein provided.


 


NOW,
THEREFORE, in consideration of the Executive’s employment
with the Company, and the mutual and respective covenants and agreements of the
parties herein contained, and other good and valuable consideration present but
not specifically set forth, the parties hereto agree as follows:


 


1.                                       Employment.   The Company hereby agrees to employ
the Executive, and the Executive hereby agrees to be employed by the Company,
on the terms and conditions set forth herein. This Agreement and Executive’s
duties hereunder shall commence on the date of the consummation of the Purchase
Transaction (the “Start Date”) and this
Agreement and Executive’s employment hereunder shall end on the third
anniversary thereafter, unless sooner terminated in accordance with the
provisions of Section 6 hereof (the “Term”).


 


2.                                       Position and Duties.   During the Term, the
Executive shall serve as Chief Executive Officer of the Company. The Executive
shall devote all of his working time and efforts to the business and affairs of
the Company except for such time as shall reasonably be required to serve in
connection with civic or charitable activities, or manage Executive’s financial
matters, provided that such activities, in the aggregate, do not materially
impair Executive’s ability to perform the normal duties of his employment
hereunder. The Executive shall perform those job duties customary to his
position and as assigned by the Company’s Board of Directors (the “Board”) to the extent such other
duties assigned by the Board are consistent with Executive’s position as Chief
Executive officer of the Company.


 


3.                                      Compensation
and Related Matters.


 


(a)                                  Base Salary.   The Executive shall receive an
annual base salary of Two Hundred Fifty Thousand Dollars ($250,000.00) (“Base Salary”), less required and
authorized withholding and deductions. The Executive’s Base Salary as modified
pursuant to the terms hereof may not be decreased under any circumstances
during the Term. The Executive’s Base


 


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Salary shall be reviewed
by the Compensation Committee of the Board from time to time, but no less
frequently than annually, and shall be subject to upward adjustment as
determined by the Board.


 


(b)                                 Bonus.   During the Term, in addition to the Base
Salary, the Executive may be eligible to earn an annual bonus as determined by
the Compensation Committee of the Board based on individual and Company
performance criteria to be established by the Board.


 


(c)                                  Stock.   The Executive shall be eligible to
participate in the Company’s common stock incentive plan as in effect from time
to time.


 


(d)                                 Benefits.   Executive shall be entitled to all
rights and benefits for which he is eligible under the terms and conditions of
the Company’s standard benefits and compensation practices that may be in
effect from time to time and provided by the Company to its employees generally.
In addition to, and not in limitation of, the foregoing, during the Term, the
Executive shall be eligible to accrue up to four weeks (20 business days) of
paid vacation per year exclusive of any business day with respect to which the
Company is closed for business due to any federal, state or local holiday or
any day off generally granted by the Company to its employees, subject to the
Company’s then-current vacation policy (which shall not have the effect of
reducing said four weeks (20 business days) of paid vacation. In addition to,
and not in limitation of the foregoing, during the Term the Executive shall
receive any additional benefits which are provided to any executive employee of
the Company on terms that are no less favorable than the most favorable terms
upon which such benefit is made available or provided to any such other
executive employee of the Company.


 


(e)                                  Expense Reimbursement.   The Company will
reimburse the Executive for reasonable business expenses in accordance with the
Company’s standard expense account and reimbursement policies.


 


4.                                       Representations and Warranties of Executive.   In
order to induce the Company to employ the Executive, the Executive hereby
represents and warrants to the Company as follows:


 


(a)                                  Binding Agreement.   This Agreement has been duly
executed and delivered by the Executive and constitutes a legal, valid and
binding obligation of the Executive and is enforceable against the Executive in
accordance with its terms.


 


(b)                                 No Violations of Law.   The execution and delivery
of this Agreement and the other agreements contemplated hereby by the Executive
do not, and the performance by the Executive of his obligations under this
Agreement and the other agreements contemplated hereby will not, violate any
term or provision of any law, or any writ, judgment, decree, injunction, or
similar order applicable to the Executive.


 


(c)                                  Litigation.   The Executive is not involved in any
proceeding, claim, lawsuit, or investigation alleging wrongdoing by the
Executive before any court or public or private arbitration board or panel or
governmental department, commission, board, bureau, agency or instrumentality.


 


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(d)                                 No Conflicting Obligations.   Executive is not
under, or bound to be under in the future, any obligation to any person or
entity that is or would be inconsistent or in conflict with this Agreement or
would prevent, limit, or impair in any way the performance by him of his
obligations hereunder, including but not limited to any duties owed to any
former employers not to compete. Executive represents and agrees that he will
not disclose to the Company or use on behalf of the Company any confidential
information or trade secrets belonging to a third party.


 


5.                                       Restrictive Covenants.


 


(a)                                  Confidentiality Critical.   The parties agree that
the business in which the Company is engaged is highly sales-oriented and the
goodwill established between the Executive and the Company’s customers and
potential customers is a valuable and legitimate business interest worthy of
protection under this Agreement. The Executive acknowledges and agrees that
developing and maintaining business relationships is an important and essential
business interest of the Company. The Executive further recognizes that, by
virtue of his employment by the Company, he will be granted otherwise
prohibited access to confidential and proprietary data of the Company which is
not known to its competitors and which has independent economic value to the
Company and that he will gain an intimate knowledge of the Company’s business
and its policies, customers, employees and trade secrets, and of other
confidential, proprietary, privileged, or secret information of the Company and
its customers (“Customers”) (collectively,
all such nonpublic information is referred to as “Confidential
Information”).


 


This Confidential Information includes, but is not
limited to data relating to the Company’s marketing and servicing programs,
procedures and techniques; business, management and personnel strategies; the
criteria and formulae used by the Company in pricing its products, loss control
and information management services; the Company’s products and services; the
Company’s computer system and software; lists of prospects; customer lists; the
identity, authority and responsibilities of key contacts at accounts of
Customers; and the composition and organization of Customers’ business. The
Executive recognizes and admits that this Confidential Information constitutes
valuable property of the Company, developed over a long period of time and at
substantial expense, and worthy of protection. Executive acknowledges and
agrees that only through his employment with the Company could he have the
opportunity to learn this Confidential Information.


 


(b)                                 Confidential Information.   The Executive shall
not (for any reason), directly or indirectly, for himself or on behalf of any
other person or entity, (A) disclose to any person or entity (except to
employees or other representatives of the Company who need to know such
Confidential Information to the extent reasonably necessary for the Executive
to perform his duties under this Agreement or such employees or representatives
to perform their duties on behalf of the Company, and except as required by
law) any Confidential Information that the Executive may have acquired in the
course of or as an incident to his employment or prior dealings with the
Company or any Customers, including, without limitation, business or trade
secrets of, or products or methods or techniques used by, the Company, or any
Confidential Information whatsoever concerning the Customers, (B) use, directly
or indirectly, for his own benefit or for the benefit of another (other than a
Customer) any of such Confidential Information, or (C) assist any other person
or entity in connection with any action described in either of the foregoing
clauses (A) and (B);


 


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(c)                                  Noninterference with Employees.   The Executive
further agrees that the Company has expended considerable time, energy and
resources into training its other employees (“Co-Workers”). As a result, during
his employment with the Company and for a period of two (2) years thereafter,
the Executive shall not, for any reason, directly or indirectly, for himself or
on behalf of any other person or entity, (A) induce or attempt to induce any
Co-Worker to terminate employment with the Company, (B) interfere with or
disrupt the Company’s relationship with any of the Co-Workers, (C) solicit,
entice, hire, cause to  hire, or take
away any person employed by the Company at that time or during the 12-month
period preceding Executive’s last day of employment with the Company, or (D)
assist any other person or entity in connection with any action described in
any of the foregoing clauses (A) through (C).


 


(d)                                 Non-competition.   The Executive further agrees with
the Company to the following provisions, all of which Executive acknowledges
and agrees are necessary to protect the Company’s legitimate business interests.
The Executive covenants and agrees with the Company that:


 


(i)                                     The
Executive shall not, during his employment with the Company and for a period of
two (2) years thereafter, either directly or indirectly, engage in, render
service or other assistance to, or sell products or services, or provide
resources of any kind, whether as an owner, partner, shareholder, officer,
director, employee, consultant or in any other capacity, whether or not for
consideration, to any person, corporation, or any entity, whatsoever, that
owns, operates or conducts a business that competes, in any way, with the
Company other than the ownership of 5% or less of the shares of a public
company where Executive is not active in the day to day management of the
Company.


 


(ii)                                  The
Executive shall not, during his employment with the Company and for a period of
two (2) years thereafter, either directly or indirectly, (A) solicit, call on
or contact any Customer of the Company for the purpose or with the effect of
offering any products or services of any kind offered by the Company at that
time or during his employment with the Company, (B) request or advise any
present or future vendors or suppliers to the Company to cancel any contracts,
or curtail their dealings, with the Company, or (C) assist any other person or
entity in connection with any action described in any of the foregoing clauses
(A) through (B).


 


(iii)                               During his employment
with the Company, the Executive shall not own, or permit ownership by the
Executive’s spouse or any minor children under the parental control of the
Executive, directly or indirectly, an amount in excess of five percent (5%) of
the outstanding shares of stock of a corporation, or five percent (5%) of any
business venture of any kind, which operates or conducts a business that
competes, in any way, with the Company.


 


(e)                                  Non-disparagement.   At any time during or
after Executive’s employment with the Company, the Executive shall not disparage
the Company or any shareholders, directors, officers, employees, or agents of
the Company, and neither the Company nor any of its affiliates shall disparage
the Executive.


 


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(f)                                    Understandings.


 


(i)                                     The
provisions of this Section 5 shall be construed as an agreement independent of
any other claim. The existence of any claim or cause of action of the Executive
against the Company, whether predicated on Executive’s employment or otherwise,
shall not constitute a defense to the enforcement by the Company of the terms
of Section 5 of this Agreement. In any action brought by either party under
Section 5 of this Agreement, the prevailing party in such action shall be
entitled to recover its attorneys’ fees and costs from the other party, both on
trial and appellate levels. The Executive waives any right to a jury trial in
any such litigation.


 


(ii)                                  The
Executive acknowledges and agrees that the covenants and agreements contained
herein are necessary for the protection of the Company’s legitimate business
interests and are reasonable in scope and content. The Executive agrees that
the restrictions contained in this Section 5 are reasonable and will not unduly
restrict him in securing other employment or income in the event his employment
with the Company ends. The Executive acknowledges and agrees that he executed
this Agreement on or before his first day of employment with the Company.


 


(g)                                 Injunctive Relief.   The Executive acknowledges
and agrees that any breach by him of any of the covenants or agreements
contained in this Section 5 would give rise to irreparable injury and would not
be adequately compensable in damages. Accordingly, the Executive agrees that
any beneficiary of the provisions of this Agreement may seek and obtain
injunctive relief against the breach or threatened breach of any of the
provisions of this Agreement in addition to any other legal remedies available.


 


(h)                                 Reformation and Survival.   The Company and the
Executive agree and stipulate that the agreements and covenants contained in
this Agreement are fair and reasonable in light of all of the facts and
circumstances of the relationship between them. The Company and the Executive
acknowledge their awareness, however, that in certain circumstances courts have
refused to enforce certain agreements not to compete. Therefore, in furtherance
of, and not in derogation of, the provisions of this Section 5, the Company and
the Executive agree that, in the event a court should decline to enforce one or
more of the provisions of this Section 5 or decide to limit the temporal or
geographic scope of any restriction, then this Section 5 shall be deemed to be
modified or reformed to restrict the Executive’s conduct to the maximum extent
(in terms of time, geography, and business scope) that the court shall
determine to be enforceable. The provisions of this Section 5 shall survive the
termination of this Agreement and Executive’s employment, regardless of the
reason for such termination, whether voluntary or involuntary.


 


6.                                       Termination.


 


(a)                                  Termination upon Death.   If the Executive dies
during the Term, this Agreement shall terminate, except that the Executive’s
legal representatives shall be entitled to receive the Base Salary and other
accrued benefits earned up to the date of the Executive’s death.


 


(b)                                 Termination By The Company With Cause.   The
Company has the right, at any time during the Term, to terminate the Executive’s
employment with the Company


 


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for Cause (as defined
below) by giving written notice to the Executive as described in this Section
6(b) below. Prior to the effectiveness of termination for Cause under subclause
(i), (ii), (iii) or (iv) below, the Executive shall be given thirty (30)
calendar days’ prior written notice from the Company, specifically identifying
the reasons which are alleged to constitute Cause for any termination pursuant
to the aforementioned subclauses, and an opportunity to cure in the event the
Executive disputes such allegations; provided, however, that the Company shall have no obligation to
continue to employ the Executive following such thirty (30) calendar day notice
period unless the Executive’s cure meets the Company’s reasonable satisfaction.
The Company’s termination of the Executive’s employment for Cause under
subclause (v) or (vi) below shall be effective immediately upon the Company’s
written notice to the Executive. If the Company terminates Executive’s
employment for Cause, the Company’s obligation to the Executive shall be
limited solely to the payment of unpaid Base Salary accrued up to the effective
date of termination plus any accrued but unpaid bonus and benefits.


 


As used in this Agreement, the term “Cause” shall mean and include (i)
the Executive’s abuse of alcohol or any controlled substance; (ii) a willful
act of fraud, dishonesty or breach of fiduciary duty on the part of the
Executive with respect to the business or affairs of the Company; (iii)
material failure by the Executive to comply with applicable laws and
regulations or professional standards relating to the business of the Company;
(iv) material failure by the Executive to satisfactorily perform his duties
hereunder, a material breach by the Executive of this Agreement, or Executive
engaging in conduct that materially conflicts with the best interests of the
Company or that may materially harm the Company’s reputation; (v) the Executive
being subject to an inquiry or investigation by a governmental authority or
self-regulatory organization such that the existence of such inquiry or
investigation may result in damage to the Company’s business interests,
licenses, reputation or prospects; or (vi) conviction of a felony.


 


(c)                                  Termination By The Company Without Cause.   The
Company shall have the right, at any time during the Term, to terminate the
Executive’s employment with the Company without Cause by giving written notice
to the Executive, which termination shall be effective thirty (30) calendar
days from the date of such written notice. The Company may provide 30 days pay
in lieu of notice. If the Company terminates the Executive’s employment without
Cause, the Company’s obligation to the Executive shall be limited solely to (i)
unpaid Base Salary plus any bonus and benefits accrued up to the effective date
of termination; (ii) payments equal to the Executive’s then-current Base Salary
for the remainder of the three (3) year term or for a period of twelve (12)
months, whichever is greater; and (iii) if Executive is eligible for and timely
elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up
to twelve (12) months. As a condition to his receipt of the post-employment
payments and benefits under this Section 6(c), Executive shall be in compliance
with Section 5 of this Agreement, and required to execute, return, not rescind
and comply with a release of claims agreement in favor of the Company, in a
form to be prepared by the Company. Executive shall have no duty to mitigate
damages under this Section 6(c) during the applicable severance period and, in
the event Executive shall subsequently receive income from providing Executive’s
services to any person or entity, including self employment income, or
otherwise, then no such income shall in any manner offset or otherwise reduce
the payment obligations of the Company hereunder.


 


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Notwithstanding anything
herein to the contrary, this 6(c) shall not apply if Executive’s employment is
terminated by the Company or a succeeding entity without Cause upon or
within  one year of a Change in Control
at any time during the Term as described in Section 7 hereof. In such case,
Section 7 of this Agreement shall control.


 


(d)                                 Termination By The Executive for Good Reason.   The
Executive has the right, at any time during the Term, to terminate his
employment with the Company for Good Reason (as defined below) by giving
written notice to the Company as described in this Section 6(d) below. Prior to
the effectiveness of termination for Good Reason, the Company shall be given
thirty (30) calendar days’ prior written notice from the Executive,
specifically identifying the reasons which are alleged to constitute Good
Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to
continue his employment with the Company following such thirty (30) calendar
day notice period unless the Company cures the event(s) giving rise to
Executive’s Good Reason notice. As used in this Section 6(d), the term “Good Reason” shall mean and include
(i)  assignment to Executive of duties
materially inconsistent with Executive’s position, (ii) a reduction in the
Executive’s Base Salary, (iii) requiring the Executive to move his place of
employment more than 50 miles from his place of employment prior to such move,
or (iv) a material breach by the Company of this Agreement; provided that in
any such case Executive has not consented thereto.


 


If the Executive terminates his employment for Good
Reason, the Company’s obligation to the Executive shall be limited solely to
(i) unpaid Base Salary plus any bonus and benefits accrued up to the effective
date of termination; (ii) payments equal to the Executive’s then-current Base
Salary for the remainder of the three (3) year term or for a period of twelve
(12) months, whichever is greater; and (iii) if Executive is eligible for and
timely elects COBRA coverage, payment of Executive’s COBRA premiums for a
period of up to twelve (12) months. As a condition to his receipt of the
post-employment payments and benefits under this Section 6(d), Executive shall
be in compliance with Section 5 of this Agreement, and required to execute,
return, not rescind and comply with a release of claims agreement in favor of
the Company, in a form to be prepared by the Company. Executive shall have no
duty to mitigate damages under this Section 6(d) during the applicable
severance period and, in the event Executive shall subsequently receive income
from providing Executive’s services to any person or entity, including self
employment income, or otherwise, then no such income shall in any manner offset
or otherwise reduce the payment obligations of the Company hereunder.


 


(e)                                  Termination Upon Disability.   The Company shall
have the right, at any time during the Term, to terminate the Executive’s
employment if, during the term hereof, the Executive becomes physically or
mentally disabled, whether totally or partially, as evidenced by the written
statement of a competent physician licensed to practice medicine in the United
States who is mutually acceptable to the Company and the Executive, so that the
Executive is unable to perform the essential functions of his job duties
hereunder, with or without reasonable accommodation, for (i) a period of three
(3) consecutive months, or (ii) for shorter periods aggregating ninety (90)
calendar days during any twelve-month period. If the Company terminates
Executive’s employment under this Section 6(e), the Company’s obligation to the
Executive shall be limited solely to the payment of unpaid Base Salary, bonus
and benefits accrued up to the effective date of termination.


 


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7.                                       Change of Control.


 


(a)                                  Anything
in this Agreement to the contrary notwithstanding, if, upon or within one year
of a Change of Control (as defined below), the Company or a succeeding entity
terminates Employee without Cause (as defined above) at any time during the
Term, the Company or the succeeding entity’s obligation to the Executive shall
be (i) unpaid Base Salary, bonus and benefits accrued up to the effective date
of termination, (ii) a lump sum payment equal to Executive’s then-current Base
Salary for a period of twelve (12) months, to be paid within sixty (60)
calendar days following Executive’s last day of employment, and (iii) if
Executive is eligible for and timely elects COBRA coverage, payment of
Executive’s COBRA premiums for a period of up to twelve (12) months. In the
event of a without Cause Change of Control termination as described herein,
these payments shall be in lieu of, and not in addition to, any severance pay
or benefits set forth in Sections 6(c) of this Agreement. As a condition to his
receipt of the post-employment payments and benefits under this Section 7(a),
Executive shall be in compliance with Section 5 of this Agreement, and required
to execute, return, not rescind and comply with a release of claims agreement
in favor of the Company or a succeeding entity, in a form to be prepared by the
Company or a succeeding entity.


 


(b)                                 A
“Change of Control” shall be deemed to have occurred if (i) any person, group,
corporation, or entity, other than Tontine Capital Partners, shall acquire
beneficial ownership (as determined pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, and rules and regulations promulgated
hereunder) of 50% or more of the Company or (ii) a majority of the Company’s
assets are sold to any person, group, corporation, or entity, other than
Tontine Capital Partners. In all cases, the determination of whether a Change
of Control has occurred shall be made in accordance with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations,
notices and other guidance of general applicability issued thereunder.


 


8.                                       Code Section 409A.   Notwithstanding anything
herein to the contrary, if any payments to be made to the Executive hereunder
are subject to the requirements of Code Section 409A and the Company determines
that Executive is a “specified employee” as defined in Code Section 409A as of
the date of the termination, such payments shall not be paid or commence
earlier than the date that is six months after the termination, but shall be
paid or commence during the calendar year following the year in which the
termination occurs and within thirty (30) calendar days of the earliest
possible date permitted under Code Section 409A.


 


9.                                       Successors; Assignment, Etc.; Third Party Beneficiaries.


 


(a)                                  Executive
consents to and the Company shall have the right to assign this Agreement to
its successors or assigns. All covenants or agreements hereunder shall inure to
the benefit of and be enforceable by or against its successors or assigns. The
terms “successors” and “assigns” shall include, but not be limited to, any
succeeding entity upon a Change in Control.


 


(b)                                 Neither
this Agreement nor any of the rights or obligations of the Executive under this
Agreement may be assigned or delegated except as provided in the last sentence
of this Section 9(b). This Agreement and all rights of the Executive hereunder
shall inure to the benefit of and be enforceable by, and shall be binding upon,
the Executive’s personal


 


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or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Executive should die while any amounts would still be payable
to him hereunder had he continued to live, then all such amounts (unless
otherwise provided herein) shall be paid in accordance with the terms of this
Agreement to the devisee, legatee, or other designee under the Executive’s
testamentary will or, if there be no such will, to the Executive’s estate.


 


10.                                 Notice.   For purposes of this Agreement, all
notices and other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered in person or
when mailed by United States registered or certified mail, return receipt
requested, first-class postage prepaid, addressed as follows:


 


	
  If to the Executive :

  	
  If to the Company :

  
	
   

  	
   

  
	
  Mr. J. Cameron Drecoll

  	
  Tower Tech Holdings, Inc.

   

   

  Attn: 

  



 


or to such other address
as any party may have furnished to the other in writing in accordance with this
Section 10, except that notices of any change of address shall be effective
only upon actual receipt.


 


11.                                 Miscellaneous.   No provision of this Agreement
may be modified, waived, or discharged unless such waiver, modification, or
discharge is agreed to in writing signed by the Executive and such officers as
may be specifically designated by the board of directors of the Company. No
waiver by either party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of any similar or dissimilar condition or provision at the same or any
other time. No agreements or representations (whether oral or otherwise,
express or implied) with respect to the subject matter of this Agreement have
been made by either party which are not set forth expressly in this Agreement
or which are not specifically referred to in this Agreement. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Wisconsin.
Unless the context otherwise requires, words using the singular or plural
number shall respectively include the plural or singular number, and pronouns
of any gender shall include each other gender.


 


12.                                 Validity.   If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under any present or future law
or court decision, and if the rights or obligations of the Company and the
Executive will not be materially and adversely affected thereby, (a) such
provision shall be fully severable from this Agreement, (b) this Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part hereof, (c) the remaining provisions
of this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its
severance herefrom, and (d) in lieu of such illegal, invalid, or
unenforceable provision, there shall be added automatically as a part of this
Agreement a legal, valid, and enforceable provision as similar to the terms and
intent of such illegal, invalid, or unenforceable provision as may be possible.


 


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13.                                 Counterparts.   This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.


 


14.                                 Litigation.   The parties agree that the exclusive
venue for any litigation commenced by the Company or the Executive relating to
this Agreement shall be the state courts located in Cook County, Illinois and
the United States District Court, Northern District of Illinois in Cook County,
Illinois. The parties waive any rights to object to venue as set forth herein,
including any argument of inconvenience for any reason. In any action brought
by either party under this Agreement, the prevailing party in such action shall
be entitled to recover its attorneys’ fees and costs (including, without
limitation, court costs, paralegal fees, expert witness fees and other
customary litigation expense) from the other party, both on trial and appellate
levels.


 


15.                                 Entire Agreement.   This Agreement constitutes (i)
the binding agreement between the parties and (ii) represents the entire
agreement between the parties and supersedes all prior agreements relating to
the subject matter contained herein. All prior negotiations concerning
Executive’s employment with the Company have been merged into this Agreement
and are reflected in the terms herein.


 


IN
WITNESS WHEREOF, the parties have duly executed and delivered
this Agreement as of the date first above written.


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Cameron Drecoll

  
	
   

  	
  Name:

  	
  J. Cameron Drecoll

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TOWER
  TECH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven A. Huntington

  
	
   

  	
  Name:

  	
  Steven A. Huntington

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
						



 


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