Exhibit 10.26


March 7, 2007


Personal & Confidential


Dear Michael:


This will
confirm the agreement we have reached regarding certain financial aspects of
your employment with Technitrol, Inc. (“TNL”):


	
 

	
 


	
1.

	
Base Salary – Effective November 16, 2006 your annual base salary is $205,000 which will
  be paid in accordance with TNL procedures as at any time in effect. You will
  continue to be eligible for salary increases and compensation adjustments, if
  any, as determined by TNL from time to time.


	
 

	
 


	
2.

	
Executive Incentive
  Plan – You will continue to be eligible to
  participate in the Executive Incentive Plan which as you know is comprised of
  our Short-Term Incentive Plan (STIP) and our Restricted Stock Plan (RSP) II.


	
 

	
 


	
 

	
However,
  irrespective of whether STIP incentives are awarded for the second half of
  2006 and the first half of 2007, for the second half of 2006 your minimum
  STIP bonus will be $50,000 and for the first half of 2007 your minimum STIP
  bonus will be $50,000. Any future bonuses will be made at TNL’s discretion
  and are subject to the usual terms and conditions of the STIP, in each case
  assuming you are continuously employed by TNL at the time of the incentive
  payment.


	
 

	
 


	
 

	
Subject to
  your continued employment, your RSP II award in 2007 will be 4,000 shares.
  Any future awards will be made at TNL’s discretion and all awards are subject
  to the terms and conditions of the plan document for RSP II or any successor
  plan.


	
 

	
 


	
3.

	
Title
  – In May 2007, the Board will consider making you an officer of TNL with the title
  of Vice President, Tax.


	
 

	
 


	
4.

	
Job
  Relocation or Elimination –


	
 

	
 


	
 

	
(a)          In
  the event that TNL relocates your job to a new place of employment more than
  30 miles from Trevose, Pennsylvania, then you will be entitled to choose one
  of the following options: (i) accept a similar position at the new location
  with appropriate market compensation to be determined at such time and the
  assistance of TNL’s customary relocation plan for your move, (ii) continue in
  your current position by maintaining an office for the tax department in the
  Greater Philadelphia area at TNL’s cost, with the understanding that you will
  be available for reasonable travel to other office locations on an as-needed
  basis, or (iii) terminate your employment and accept the severance benefits
  set forth in paragraph (b) below.











	
 

	
 


	
 

	
(b)          In
  the event that TNL terminates your employment on or before the Termination
  Date (as defined in Section 5 below) other than for cause (as defined in
  Section 4(i) of RSP II), or if in connection with a job relocation by TNL you
  voluntarily terminate your employment by choosing option (iii) set forth in
  paragraph (a) above, then you will be entitled to the following severance
  benefits: (i) payment of your base salary in effect on your termination date
  for a period of 12 months from your termination date, (ii) after such 12
  month period, provided you have been actively seeking employment for a
  position comparable in scope of responsibility and overall compensation,
  continued payment of your base salary for up to an additional 6 months unless
  and until you obtain new employment, (iii) subject to approval by the
  compensation committee of TNL’s board of directors (which may grant or
  withhold such approval in its absolute discretion), vesting of 5 years of
  additional credited service under our Supplemental Executive Retirement Plan
  (SERP), and (iv) vesting of your outstanding RSP II awards at 100% subject to
  the terms and conditions of the plan document for RSP II. In order to receive
  the above severance benefits, you agree that you will sign TNL’s standard
  severance agreement releasing TNL and its related entities from all claims
  and demands. As is customary with TNL severance arrangements, you will also
  be eligible for the continuation of medical benefits during the applicable
  severance period, and COBRA benefits thereafter as permitted by law.


	
 

	
 


	
5.

	
Termination
  Date. For purposes of paragraph 4(b) of this letter,
  “Termination Date” shall mean the later of (i) December 31, 2009, or (ii) one
  year after a new CEO commences employment as successor to James M. Papada,
  III. No later than December 31, 2008, you and TNL mutually agree to review
  the contents of this letter, and to discuss whether any changes to the
  Termination Date or other provisions should be made as such time. This letter
  shall remain in effect until the Termination Date, after which time this
  letter shall terminate.


	
 

	
 


	
6.

	
At-Will
  Employment – Employment with TNL is an at-will
  relationship. This means that your employment is for no specific term and may
  be terminated either by you or by TNL at any time for any reason with or
  without cause. Neither this letter, nor any other document provided to you by
  TNL, is intended to create a contract of continuing employment, or to
  otherwise modify TNL’s employment at-will policy. By signing this letter, you
  acknowledge that any contrary representations which may have been made or may
  be made to you are superseded by this letter.


	
 

	
 


	
7.

	
Statement of
  Principles – As you know, TNL’s Statement of Principles
  (SOP) describes how we conduct business, treat our employees worldwide and
  work with our customers, vendors and suppliers. By signing this letter, you
  acknowledge that you have read and understood and agree to abide by our SOP.


	
 

	
 


	
8.

	
Contractual
  Obligations with Prior Employers – By signing this
  letter, you represent and warrant that you have no contractual obligation
  that would interfere with your employment at TNL and that you can perform all
  the duties and responsibilities of your position fully and completely
  consistent with this letter.





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9.

	
Entire
  Agreement – This
  letter constitutes the entire understanding and agreement between the parties
  with respect to the subject matter hereof, and supersedes all prior
  agreements, understandings, negotiations and discussions. This letter can
  only be modified, amended, supplemented or changed by an agreement in writing
  that makes specific reference to this letter.


	
 

	
 


	
10.

	
Governing
  Law and Jurisdiction – This letter shall
  be interpreted, construed and governed, by and in accordance with the laws of
  the Commonwealth of Pennsylvania without regard to conflicts of law
  principles. Both parties agree to submit to the exclusive jurisdiction of the
  federal and state courts of the Commonwealth of Pennsylvania.





I have sent
two signed originals - - one is for your records and the second should be
signed, dated and returned to me.


Mike, we are
excited about the important part you will continue to play on our team here at
TNL. Your talent and contributions are highly valued. We are confident that you
will continue to make significant contributions to the operating success and
future direction of TNL.


	
 

	
 


	
 

	
Sincerely,


	
 

	
 


	
 

	
/s/ Drew A.
  Moyer


	
 

	
Drew A.
  Moyer


	
 

	
Sr. Vice
  President and CFO





I confirm my
agreement with all of the terms and conditions set forth above and agree that
TNL can rely on my confirmation.


	
 

	
 

	
 

	
 

	
 


	
 

	
/s/ Michael J. McGrath

	
 

	
3/29/07

	
 


	
 

	


	
 

	


	
 


	
 

	
Michael J. McGrath

	
 

	
Date

	
 





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