exhibit10_22.htm


    EXHIBIT 10.22

     

    


    EXECUTIVE
EMPLOYMENT AGREEMENT

     

    This
Employment Agreement (“Agreement”) is entered into as of December 8, 2008 by and
between Antony Francis, a natural person (“Executive”), and ATC Technology
Corporation, a Delaware corporation (“ATC”).  As used herein, the
“Company” refers to ATC and/or any direct or indirect subsidiary of
ATC.  The parties hereto agree as follows:

     

    1.         Employment and
Term.

     

    (a)         Full Time and Best
Efforts.  Subject to the terms set forth herein, the Company
agrees to employ Executive in a management capacity and Executive hereby accepts
such employment.  During the term of employment, Executive will devote
Executive’s full time, best efforts and attention to the performance of
Executive’s duties hereunder and to the business and affairs of the
Company.

     

    (b)         Duties.  Executive
shall perform such duties for the Company as are customarily associated with a
management position, consistent with the Bylaws of the Company and as required
by the officer or officers to whom Executive reports.

     

    (c)         Company
Policies.  The employment relationship between the parties
shall be governed by the general employment policies and practices of the
Company, except that when the terms of this Agreement differ from or are in
conflict with such employment policies and practices, this Agreement shall
control.

     

    (d)         Term.  The
initial term of employment of Executive under this Agreement shall begin as of
the date hereof and end on the third anniversary the date hereof, subject to the
provisions for termination contained in Section 5 and renewal contained in
Section 1(e).

     

    (e)         Renewal.  Unless
the Company shall have given Executive notice that this Agreement shall not be
renewed at least 30 days prior to the end of the initial term referred to in
Section 1(d), the term of this Agreement shall be automatically extended for a
period of one year, such procedure to be followed in each such successive
period.

     

    2.         Compensation and
Benefits.

     

    (a)         Salary.  Executive
shall receive for services to be rendered hereunder an annual base salary of
$270,000, payable on the Company’s regular payroll dates, subject to increase at
the discretion of the Company, and subject to standard withholdings for taxes
and social security and the like.  The Company shall review
Executive’s salary on a periodic basis and may, in its sole discretion, increase
Executive’s salary.

     

    (b)         Incentive
Plans.  During the term hereof, Executive shall be eligible to
participate in any annual incentive bonus plan and long-term incentive plan
(including, without limitation, any stock incentive plan) of the Company
generally available to Company employees of a level comparable to
Executive.  Such participation shall be subject to and on a basis
consistent with the terms, conditions and administration of any such
plan.  Executive understands that (i) the Company shall have
discretion to determine Executive’s level of participation in any such plan,
and (ii)
any such plan may be modified or eliminated in the Company’s sole discretion in
accordance with applicable law and the terms of such plan.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (c)         Participation in Benefit
Plans.  During the term hereof, Executive shall be entitled to
participate in any group insurance, hospitalization, medical, dental, health and
accident, disability, retirement income or similar plan or program of the
Company to the extent that Executive is eligible under the general provisions
thereof.  The Company may, in its discretion and from time to time,
establish additional management benefit programs as it deems
appropriate.  Executive understands that any such plans may be
modified or eliminated in the Company’s discretion in accordance with applicable
law.

     

    (d)         Vacation.  Executive
shall be entitled to a period of annual paid vacation time equal to the period
provided to employees of a comparable level by the Company’s policies and
procedures.  The days selected for Executive’s vacation must be
mutually agreeable to the Company and Executive.

     

    3.         Perquisites.

     

    (a)         Financial Planning/Club Dues
Allowance.  Executive will receive an annual financial
planning/club dues allowance equal to 2.0% of Executive’s base salary paid
during such year, which may be increased based on the Company’s policies and
procedures.  Such allowance shall be paid in substantially equal
installments per the Company’s regular payroll dates and shall be subject to
applicable withholding.

     

    (b)         Automobile.  Executive
shall be entitled to either (i) a monthly automobile allowance, subject to
applicable withholding, or (ii) the use of a Company automobile, as the Company
shall decide.

     

    4.         Business
Expenses.  Executive shall
be reimbursed for documented and reasonable business expenses in connection with
the performance of duties hereunder.

     

    5.         Termination
of Employment.  The date on which
Executive’s employment by the Company ceases, under any of the following
circumstances, shall be defined herein as the “Termination Date.”  All
capitalized terms used in this Section 5 without definition will have the
meanings set forth in Section 5(j).

     

    (a)         Termination for
Cause.  The Company may terminate Executive’s employment at any
time for Cause immediately upon written notice to Executive of the circumstances
leading to such termination for Cause.  If Executive’s employment is
terminated for Cause, Executive shall receive payment for all accrued salary
through the Termination Date (which in this event shall be the date upon which
notice of termination is given) and the Earned Benefits.  The Company
shall have no obligation to pay severance of any kind nor to make any payment in
lieu of notice if Executive is terminated for Cause.

     

    (b)         Voluntary
Termination.  Executive may voluntarily terminate employment
with the Company at any time upon 30 days’ prior written
notice.  Within ten days after the Termination Date, Executive shall
receive payment for all accrued salary through the Termination Date and the
Earned Benefits, after which no further compensation of any kind or severance
payment will be payable under this Agreement.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (c)         Termination Upon
Disability.  The Company may terminate Executive’s employment
in the event Executive suffers a disability that renders Executive unable to
perform the essential functions of Executive’s position, even with reasonable
accommodation in compliance with the Americans with Disabilities Act, for three
consecutive months within any six-month period.  Within ten days after
the Termination Date, which in this event shall be the date upon which notice of
termination is given, Executive shall receive payment for all accrued salary
through the Termination Date and the Earned Benefits, after which no further
compensation will be payable under this Agreement.  The foregoing
shall not affect any rights that Executive may have under applicable workers’
compensation laws or any disability plan of the Company.

     

    (d)         Termination Without
Cause.  The Company may terminate Executive’s employment
without Cause at any time upon 30 days’ prior written
notice.  Executive will be deemed to have been terminated without
Cause if the Company elects not to renew this Agreement pursuant to Section
1(e).  Within ten days after the Termination Date, Executive shall
receive payment for all accrued salary through the Termination Date and the
Earned Benefits.  In addition

     

     
(i)         During the Termination
Benefits Period, the Company will offer continued medical-related insurance
coverage (including, as applicable, health, dental, vision and/or cancer) to
Executive at the levels and at the rates applicable from time to time to
comparable active employees of the Company.  COBRA continuation
coverage eligibility shall commence as of the day following the Termination
Benefits Period.  Notwithstanding the above, coverage under the
Company’s group medical plan shall cease on the date (A) Executive fails to pay
the required premium on time, (B) Executive becomes eligible for coverage under
Medicare or the group health plan of any other employer, or (C) the Company
terminates its group medical plan as to all its employees.

     

     
(ii)         The Company shall pay
Executive as severance the following:

     

    (A)         If
the Termination Date occurs other than within 18 months after a Change in
Control, an amount equal to 100% of the sum of (x) Executive’s annual base
salary as in effect immediately prior to the Termination Date plus
(y) Executive’s target bonus under the IC Plan for the Termination
Year.  The severance shall be paid in equal installments on each of
the Company’s regular payroll dates during the 12-month period commencing on the
first such payroll date following the Termination Date (subject to Section
5(h)).

     

    (B)         If
the Termination Date occurs within 18 months after a Change in Control, an
amount equal to the sum of (x) 150% of the sum of (1) Executive’s annual
base salary as in effect immediately prior to the Termination Date plus
(2) Executive’s target bonus under the IC Plan for the Termination Year,
plus (y) the Pro Forma Bonus.  The severance shall be paid in a single
lump sum within ten days after the Termination Date; provided, however, that if
the Change in Control is not also a “change in control event” (as defined in
Treasury Regulation §1.409A-3(i)(5)) with respect to ATC, the Company will pay
the severance described in this Section 5(d)(ii)(B) in substantially equal
installments during
the 18-month period immediately following the Termination Date in accordance
with the Company’s regular payroll practices.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

     
(iii)       The Company will pay up to
$25,000 of the cost of an executive level individualized career transition
program through a professional outplacement firm selected by the Company if such
program is initiated within 30 days after the Termination Date.

     

    If
Executive dies after the Termination Date, the payment or payments due
thereafter under Section 5(d)(ii)(A) or (B) shall be made to Executive’s
Beneficiary but the benefits provided in Sections 5(d)(i) and (iii) shall
terminate as of the date of death.  As a condition to receiving the
payments and benefits provided by this Section 5(d) (other than payment for all
accrued salary through the Termination Date and the Earned Benefits, which shall
be payable in any case), Executive shall execute and deliver to the Company,
within 21 days after the Termination Date, a general release in the form
attached hereto as Exhibit A.

     

    (e)         Good
Reason.  If the Company (i) materially diminishes Executive’s
duties, authority, responsibility or base salary without performance
justification, or (ii) materially breaches this Agreement (any such event being
a “Good Reason Event”), Executive may terminate employment if (A) Executive has
given written notice to the Company of the existence of the Good Reason Event no
later than 90 days after its initial existence, (B) the Company has not remedied
such Good Reason Event in all material respects within 30 days after its receipt
of such written notice, and (C) Executive terminated employment within one year
following the initial existence of such Good Reason Event.  A
termination in such circumstances shall be treated as a Company termination
without Cause and Executive shall be entitled to the payments and benefits
provided in Section 5(d).

     

    (f)         No Other Payments or
Benefits.  Except as otherwise expressly provided in this
Agreement, (i) after the Termination Date Executive will not be entitled to any
payments from the Company and (ii) on the Termination Date Executive’s
participation in and coverage under the Company’s benefit programs (including
the ATC Retirement Savings Plan (i.e., the 401(k) plan) and the Company’s group
life and disability insurance plans) shall cease; provided that Executive shall
retain any right to convert to individual coverage as permitted under these
insurance plans and to any vested benefits under the 401(k) plan and the
Company’s stock incentive plans.

     

    (g)         Withholding.  Any
amounts payable under this Section 5 shall be subject to standard withholdings
for taxes and social security and the like.

     

    (h)         Payments to a Specified
Employee.  If Executive is a “specified employee” of the
Company (as defined in Treasury Regulation Section 1.409A-1(i)) and

     

     
(i)         if amounts payable
under this Section 5 are on account of an “involuntary separation from service”
(as defined in Treasury Regulation Section 1.409A-1(m)) and if all amounts
payable under this Section 5 will not be paid on or before March 15th of
the year immediately following the Termination Date, then the amounts payable
during the six-month period immediately following the Termination Date shall
equal the lesser of (A) the amount otherwise payable under this Section 5 for
such six-month period or (B) two 

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    times the
compensation limit in effect under IRC Section 401(a)(17) for the calendar year
in which the Termination Date occurs, and any amounts that otherwise would have
been payable under this Section 5 during such six-month period shall be paid on
the first regular payroll date following the end of such six-month period;
or

     

     
(ii)        if the Company reasonably
determines that such termination is not an “involuntary separation from service”
(as defined in Treasury Regulation Section 1.409A-1(m)), amounts that would
otherwise have been paid during the six-month period immediately following the
Termination Date (including any lump sum payments) shall be paid on the first
regular payroll date immediately following the end of such six-month
period.

     

    (i)         
IRC Section
409A.  Notwithstanding anything in this Agreement to the
contrary, in the event that any amounts payable (or benefits provided) under
this Agreement are subject to the provisions of IRC Section 409A, to the extent
determined necessary, the parties agree to amend this Agreement in the least
restrictive manner necessary to avoid imposition of any additional tax or income
recognition on Executive under IRC Section 409A and the Treasury Regulations and
Internal Revenue Service guidance thereunder.

     

    (j)         
Definitions.

     

     
(i)        “Beneficiary” means a person,
trust or other entity (or any combination thereof) designated from time to time
by Executive in writing to receive compensation payable hereunder following
Executive’s death.  In the event Executive does not designate a
Beneficiary or there is no surviving Beneficiary, then Executive’s estate will
be the Beneficiary.

     

     
(ii)        “Cause” means the occurrence
or existence of any of the following with respect to Executive, as determined by
the Company in its sole discretion:

     

    (A)         a
material breach by Executive of (x) Executive’s duty not to engage in any
transaction that represents, directly or indirectly, self-dealing with the
Company or any of its affiliates that has not been approved by the Company, or
(y) the terms of Executive’s employment, if in any such case such material
breach remains uncured after the lapse of 30 days following the date that the
Company has given Executive written notice thereof;

     

    (B)         the
material breach by Executive of any duty referred to in clause (A) above as to
which at least one written notice has been given pursuant to clause
(A);

     

    (C)         any
act of misappropriation, embezzlement, fraud, material dishonesty or similar
conduct involving the Company or any of its affiliates;

     

    (D)         the
conviction or the plea of nolo contendere or the equivalent in respect of a
felony involving moral turpitude;

     

    (E)         any
intentional damage of a material nature to any property of the Company or any of
its affiliates;

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (F)         the
repeated non-prescription use of any controlled substance or the repeated use of
alcohol or any other non-controlled substance that, in the reasonable
determination of the Company, renders Executive unfit to serve as an employee of
the Company; or

     

    (G)         material
failure to perform Executive’s duties in a reasonably satisfactory manner where
such failure has continued for 30 days following written notice thereof;
provided, however, that this Section 5(j)(ii)(G) shall cease to be of effect
upon and after a Change in Control.

     

     
(iii)       “Change in Control” means the
first to occur of the following:

     

    (A)         any
sale or transfer or other conveyance, whether direct or indirect, of all or
substantially all of the assets of ATC, on a consolidated basis, in one
transaction or a series of related transactions, unless, immediately after
giving effect to such transaction, at least 85% of the total voting power
normally entitled to vote in the election of directors, managers or trustees, as
applicable, of the transferee is “beneficially owned” by persons who,
immediately prior to the transaction, beneficially owned 100% of the total
voting power normally entitled to vote in the election of directors of
ATC;

     

    (B)         any
Person or Group is or becomes the “beneficial owner,” directly or indirectly, of
more than 35% of the total voting power in the aggregate of all classes of
capital stock of ATC then outstanding normally entitled to vote in elections of
directors;

     

    (C)         during
any period of 12 consecutive months, individuals who at the beginning of such
12-month period constituted ATC’s Board of Directors (together with any new
directors whose election by such Board or whose nomination for election by the
shareholders of ATC was approved by a vote of a majority of the directors then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of ATC’s Board of Directors then in office;
or

     

    (D)         a
reorganization, merger or consolidation of ATC the consummation of which results
in the outstanding securities of any class of ATC’s capital stock being
exchanged for or converted into cash, property and/or a different kind of
securities, unless, immediately after giving effect to such transaction, at
least 85% of the total voting power normally entitled to vote in the election of
directors, managers or trustees, as applicable, of the entity surviving or
resulting from such reorganization, merger or consolidation is “beneficially
owned” by persons who, immediately prior to the transaction, beneficially owned
100% of the total voting power normally entitled to vote in the election of
directors of ATC.

     

     
(iv)       “Earned Benefits” means any (A)
bonus that is payable to Executive under the IC Plan with respect to the
calendar year preceding the Termination Year but that has not been paid prior to
the Termination Date, (B) vacation time that has accrued as of the Termination
Date, and (C) other entitlements to cash payments that have accrued as of the
Termination Date.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     
(v)         “IC Plan” means any of
the Company’s annual incentive compensation plans (or similar plans instituted
in place of the annual incentive compensation plans).

     

     
(vi)        “IRC” means the Internal
Revenue Code.

     

     
(vii)      “LTIP” means any of the Company’s
long-term incentive plans (or similar plans instituted in place of the long-term
incentive plans) that are in effect as of the Termination Date, and “LTIP
Period” means, with respect to any LTIP, the period of time over which such LTIP
is measured (e.g., the three years ending December 31, 2010 in the case of
the 2008-2010 LTIP).

     

     
(viii)     “Person” and “Group” have the meanings used
for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
whether or not such sections apply to the transaction in question.

    
    

     
(ix)        “Pro Forma Bonus” means the
sum of

     

    (A)         the
product of (x) the greater of (1) Executive’s bonus that would be
payable under the IC Plan for the Termination Year based on the Company’s
projected performance for the Termination Year, such projection to be calculated
from the Company’s performance for the portion of the Termination Year that is
completed prior to the Termination Date, or (2) Executive’s target bonus
under the IC Plan for the Termination Year, multiplied by (y) a fraction
(1) the numerator of which is the number of days that have elapsed in the
Termination Year through the Termination Date and (2) the denominator of
which is 365, plus

     

    (B)         the
product of (x) the greater of (1) Executive’s cash award component
that would be payable under each LTIP based on the Company’s projected
performance for the LTIP Period, such projection to be calculated from the
Company’s performance for the portion of the LTIP Period that is completed prior
to the Termination Date, or (2) Executive’s target bonus under each LTIP,
multiplied by (y) a fraction (1) the numerator of which is the number
of days starting January 1 of the first year of each LTIP Period (e.g.,
January 1, 2008 in the case of the 2008-2010 LTIP) through the Termination
Date and (2) the denominator of which is 1,095.

     

     
(x)         “Termination Benefits
Period” means the period ending on the first anniversary of the Termination
Date, unless the Termination Date occurs with 18 months after a Change in
Control, in which case it means the period ending 18 months after the
Termination Date.

     

     
(xi)        “Termination Year” means the
calendar year in which the Termination Date occurs.

     

    6.         Proprietary
Information Obligations.  Prior to and/or
during the term of employment under this Agreement, Executive has had and/or
will have access to and has become and/or will become acquainted with the
confidential and proprietary information of the Business (as defined in Section
8) and the Company and its affiliates and customers, including but not limited
to confidential and proprietary information or plans regarding customer
relationships; personnel; sales, marketing, and financial operations and
methods; trade secrets; formulas; 

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    devices;
secret inventions; processes and other compilations of information, records, and
specifications (collectively “Proprietary Information”).  Executive
shall not disclose any of the Proprietary Information directly or indirectly, or
use it in any way, either during the term of this Agreement, or at any time
thereafter, except as required in the course of employment hereunder or as
authorized in writing by the Company.  All files, records, documents,
computer-recorded information, drawings, specifications, equipment and similar
items relating to the Business or the Company or its affiliates, whether
prepared by Executive or otherwise coming into Executive’s possession prior to
or during the term of this Agreement, shall remain the exclusive property of the
Company or such affiliate or customer and shall not be removed from the premises
of the Company or its affiliate under any circumstances whatsoever without the
prior written consent of the Company, except when (and only for the period)
necessary to carry out Executive’s duties hereunder, and if removed shall be
immediately returned upon any termination of Executive’s employment and no
copies thereof shall be kept by Executive.

     

    7.         Noninterference.  While employed by
the Company and for a period of 36 months thereafter, Executive shall not,
without the prior written consent of the Company, interfere with the Company by
directly or indirectly soliciting, attempting to solicit, inducing, or otherwise
causing or assisting any person who is then employed by the Company to terminate
such employment in order to become an employee, consultant or independent
contractor to or for any employer other than the Company.

     

    8.         Noncompetition.  Executive agrees
that during the term of this Agreement and for a period of 18 months after the
termination hereof, Executive will not, without the prior consent of the
Company, directly or indirectly, have an interest in, be employed by, be
connected with, or have an interest in (as an employee (whether full-time,
part-time or temporary), consultant, officer, director, partner, stockholder,
joint venturer, promoter or lender), any person or entity owning, managing,
controlling, operating or otherwise participating or assisting in any business
that is either (a) similar to the Business (or any portion thereof) and would
benefit from the disclosure of the Company’s trade secrets or (b) in competition
with the Business (or any portion thereof) in any of the 50 states in the United
States of America; provided, however, that the foregoing shall not prevent
Executive from being a stockholder of less than 1% of the issued and outstanding
securities of any class of a corporation listed on a national securities
exchange or designated as national market system securities on an interdealer
quotation system by the National Association of Securities Dealers,
Inc.  Without limiting the generality of the foregoing, a business
will be deemed to be in competition with the Business at a given point in time
if any of the customers of such business were customers of the Business at any
time during the 18 months preceding the time in question.  As used
herein, “Business” means the Company’s businesses of remanufacturing and
distributing drive train and electronic products used in the repair of vehicles,
and providing value-added warehouse, distribution and order fulfillment
services, return material reclamation and disposition services, and electronic
equipment testing and refurbishment and repair services.

     

    9.         Remedies.  Executive
acknowledges that a breach or threatened breach by Executive of any the
provisions of Sections 6, 7 or 8 will result in the Business and the Company and
its affiliates suffering irreparable harm that cannot be calculated or fully or
adequately compensated by recovery of damages alone.  Accordingly,
Executive agrees that the Company 

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    shall be
entitled to interim, interlocutory and permanent injunctive relief, specific
performance and other equitable remedies, in addition to any other relief to
which the Company may become entitled should there be such a breach or
threatened breach.

     

    10.         Miscellaneous.

     

    (a)         Notices.  Any
notices provided hereunder must be in writing and shall be deemed effective upon
the earlier of (i) personal delivery (including personal delivery by telecopy,
if a copy is sent by mail or overnight delivery), (ii) the business day
following being sent through an overnight delivery service, or (iii) the third
business day after mailing by first class mail to the recipient at the address
indicated below:

     

    
      	
               
      

            	
              To
      the Company:

            


    

     

    
      	
               
      

            	
              ATC
      Technology Corporation

            


    

    
      	
               
      

            	
              1400
      Opus Place, Suite 600

            


    

    
      	
               
      

            	
              Downers
      Grove, IL 60515

            


    

    
      	
               

            	
              
                Attention: 
      Chief Executive Officer

              

            


    

    
      	
               

            	
              
                Facsimile: 
      (630) 663-8210

              

            


    

     

    
      	
               
      

            	
              To
      Executive:

            


    

     

    
      	
               
      

            	
              Antony
      Francis

            


    

    
      	
               
      

            	
              208
      King Ranch Road

            


    

    
      	
               
      

            	
              Roanoke,
      Texas 76262

            


    

     

    or to
such other address or to the attention of such other person as the recipient
party will have specified by prior written notice to the sending
party.

     

    (b)         Severability.  The
provisions of this Agreement are severable and, if any court of competent
jurisdiction determines that any provision contained in this Agreement shall,
for any reason, be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, and this Agreement shall be reformed and construed so that
such invalid or illegal or unenforceable provision would be valid, legal and
enforceable to the maximum extent possible.

     

    (c)         Entire
Agreement.  This Agreement constitutes the full and complete
understanding and agreement of the parties with respect to the subject matter
hereof and supersedes all prior oral and written and contemporaneous oral
understandings and agreements with respect to the subject matter
hereof.

     

    (d)         Counterparts.  This
Agreement may be executed on separate counterparts, any one of which need not
contain signatures of more than one party, but all of which taken together will
constitute one and the same agreement.

     

    (e)         Successors and
Assigns.  This Agreement shall bind and inure to the benefit of
and be enforceable by Executive and the Company, and their respective successors
and assigns, except that Executive may neither delegate any of Executive’s
duties hereunder nor assign any of Executive’s rights hereunder without the
prior written consent of the Company.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (f)         Attorney’s
Fees.  If any legal proceeding is necessary to enforce or
interpret the terms of this Agreement, or to recover damages for breach
therefore, the prevailing party shall be entitled to reasonable attorney’s fees,
as well as costs and disbursements, in addition to any other relief to which
such party may be entitled.

     

    (g)         Amendments; No
Waivers.  Any provision of this Agreement may be amended or
waived if such amendment or waiver is in writing and signed, in the case of an
amendment, by all parties hereto, and in the case of a waiver, by the party
against whom the waiver is to be effective.  No waiver by a party of
any breach of this Agreement shall be deemed to extend to any prior or
subsequent breach or affect in any way any rights arising by virtue of any prior
or subsequent breach.  No failure or delay by a party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by
law.

     

    (h)         Governing Law and
Venue.  This Agreement shall be governed by and construed and
enforced in accordance with the internal laws (without reference to choice or
conflict of laws) of the State of Illinois.  The parties to this
Agreement hereby irrevocably consent to the exclusive venue and jurisdiction of
the state and federal courts sitting in the State of Illinois for any matter or
controversy concerning either the existence or enforcement of this Agreement and
hereby waive any contention that Illinois is an improper or inconvenient
forum.

     

    (i)         Construction.  The
captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.  Neither party
hereto, nor its respective counsel, shall be deemed the drafter of this
Agreement, and all provisions of this Agreement shall be construed in accordance
with their fair meaning, and not strictly for or against either party
hereto.

     

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

     

    
      	 
      	
               

               

              /s/
      Antony Francis

            
	
              Antony
      Francis

               

               

            
	 
      	
              ATC
      TECHNOLOGY CORPORATION

            
	
               

               

              By:

            	
              /s/
      Donald T. Johnson, Jr.

            
	 
      	
              Donald
      T. Johnson, Jr.

              Chief
      Executive Officer

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    GENERAL
RELEASE

     

    THIS
GENERAL RELEASE is entered into by the undersigned (“Employee”) as of the date
appearing next to Employee’s signature hereto.  Employee agrees as
follows:

     

    1.         Termination
of Employment.  Employee’s
employment with ATC Technology Corporation and/or one of its subsidiaries (ATC
and its subsidiaries being referred to collectively as the “Company”) is being
terminated and the Company will provide Employee with certain benefits upon the
termination of employment provided that, among other things, Employee executes
and delivers this General Release.

     

    2.         General
Release.  Employee
hereby

     

    (a)         releases
and discharges the Company and its officers, directors, employees, benefit plan
administrators and trustees, and agents (collectively, the “Released Parties”)
from any and all claims, liabilities, demands and causes of action, whether
known or unknown, fixed or contingent, that Employee may have or claim to have
against any of the Released Parties relating to, or arising out of, Employee’s
employment with the Company or the termination thereof, and

     

    (b)         covenants
not to initiate or participate in (except pursuant to a lawful subpoena) any
lawsuit or other legal proceeding asserting any such claims, liabilities,
demands or causes of action.

     

    This
General Release shall be broadly construed to include, but not be limited to,
all claims under any federal, state, or local laws, statutes, regulations, or
ordinances (including those prohibiting employment discrimination, such as the
federal Age Discrimination in Employment Act), and all claims in contract or
tort including, but not limited to, claims for breach of contract, negligence,
defamation, and wrongful or retaliatory discharge.  This General
Release does not include any claim Employee may have based upon facts occurring
after the date that Employee executes this General Release.

     

    3.         Knowing
and Voluntary.  Employee acknowledges and agrees that:
(a) Employee has read and understands this General Release in its entirety; (b)
Employee has been advised in writing to consult with an attorney concerning this
General Release before signing it; (c) Employee has 21 calendar days after
receipt of this General Release to consider its terms before signing it; (d)
Employee has the right to revoke this General Release in full within seven
calendar days of signing it and that none of the terms and provisions of this
General Release shall become effective or be enforceable until such revocation
period has expired; (e) nothing contained in this General Release waives any
claim that may arise after the date of its execution; and (f) Employee is
executing this General Release knowingly and voluntarily, without duress or
reservation of any kind, and after giving the matter full and careful
consideration.

     

    IN
WITNESS WHEREOF, the undersigned has executed this General Release as of the
date set forth below.

     

    
      	
               

               

              Executed:
      ____________________ , 20__

            	
              EMPLOYEE:

               

               

            
	
              [NAME]