Resignation Letter from Curt Wozniak dated October 28, 2003



 Exhibit 10.15 
  
 October 28, 2003 
  
 Mel Friedman 
 ElectroGlas, Inc. 
 6024 Silver Creek Valley Rd. 
 San Jose, CA 95138 
  
 Re: Resignation from Electroglas 
  
 Dear Mel: 
  
 As we have discussed, I am resigning from my position as Chief Executive Officer of Electroglas, effective October 28, 2003.
I will remain employed for a transitional period after I step down at Chief Executive Officer, so my employment with Electroglas will end October 31, 2003 (“Separation Date”). I know that Electroglas needs to prepare for this change in
leadership on October 28, 2003, so I am sending you this letter to memorialize our discussions about the terms of my departure from Electroglas. My intent is to remain on the Board of Directors of Electroglas through the end of the year, unless I am
asked to stay on. 
  
 We have agreed that Electroglas will
continue to pay my current base salary for a period of one year after my Separation Date (the “Severance Period”), as a severance benefit. I intend to convert my medical insurance coverage under COBRA, and Electroglas has agreed to pay my
COBRA premiums until the Severance Period ends or until I become covered by another employer’s plan, whichever occurs first. I agree that, during the Severance Period, I will not directly or indirectly divert business from Electroglas, engage
in business activities competitive with Electroglas, or interfere with Electroglas’ relationships with any of its employees, customers, suppliers, or business partners. 
  
 Notwithstanding any other agreements to the contrary, we have agreed that all of my stock options will cease to vest as of
October 28, 2003. We also have agreed that the post-termination exercise period for all of my options vested as of October 28, 2003 will begin on the later of the following: (a) the end of the Severance Period or (b) my departure from the Board of
Directors. I understand that, except for the terms set forth in this letter, I will cease to receive any compensation or benefits from Electroglas after the Separation Date. 
  
 In exchange for these payments and benefits, I am waiving all claims of any kind, known or unknown, which I may now have or
have ever had against Electroglas, Inc., its affiliates, and its present and former directors, officers, and employees. This release covers any claims under the California Fair Employment and Housing Act, Title VII, the Age Discrimination in
Employment Act (“ADEA”), and any other state or federal law.1 I agree not to initiate or cause to
be initiated any lawsuit, administrative 
  
  
  

 1 Because this release specifically covers known and unknown claims, I am also waiving any rights under Section 1542 of the
California Civil Code or any comparable law of any other jurisdiction. Section 1542 states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement to the debtor.” 
  







 October 28, 2003 
 Page Two

  
  
 claim, investigation or proceeding of any kind concerning the claims released by this paragraph, or to voluntarily participate in one except as required by law. I also agree to maintain this agreement in confidence and not to disclose it,
except to my attorney or as required by law, or until such time as it is publicly disclosed by the Company. 
  
 You have advised me that I have 21 days to consider entering into this agreement, although I have voluntarily chosen to waive this 21-day period. You also
have advised me that I may consult an attorney in entering into this agreement, and that I can revoke this agreement within 7 days of signing it by sending you a certified letter to that effect. I acknowledge that, while my release of claims under
the ADEA shall not become effective and no funds shall be exchanged until the 7-day revocation period has ended, all other provisions of this letter agreement will become effective once it is signed by both of us. 
  
 This letter agreement contains all of our agreements and understandings about
my separation from Electroglas, and supersedes any prior agreements or understandings about these issues. Any amendments to this agreement must be made in writing and signed by both of us. This agreement will be governed by California law.

  
 If you have any questions, please let me know. I have
appreciated my experience working at Electroglas and look forward to staying in touch. 
  
 Very truly yours, 
  
 /s/ Curt Wozniak 
  
 Curt Wozniak 
  
 AGREED: 
  

			
	Dated: October 28, 2003	 	 	 	/s/    MEL FRIEDMAN
	 	 	 	

	 	 	 	 	 Mel Friedman
 On behalf of Electroglas, Inc.