EX 10.15


    
       

       

      EXHIBIT
        10.15

       

      EMPLOYMENT
        AGREEMENT

    

     

    AGREEMENT
      dated as of the 1st day of April, 2007 by and between Techprecision Corporation,
      a Delaware corporation with its principal office at Bella Drive, Westminster,
      Massachusetts 01473 (the “Company”),
      and Mary
      Desmond, residing at 124
      Lincoln Avenue, Winchendon MA 01475  (the
      “Executive”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company has engaged Executive as its chief financial officer and desires
      to
      continue to obtain the benefits of Executive’s knowledge, skill and ability in
      such capacity and to employ Executive on the terms and conditions hereinafter
      set forth; and

     

    WHEREAS,
      Executive desires to provide his services to the Company and to accept
      employment by the Company on the terms and conditions hereinafter set
      forth;

     

    NOW,
      THEREFORE, in consideration of the mutual promises set forth in this Agreement,
      the parties agree as follows:

     

    1.    Employment
      and Duties.

     

    (a)    Subject
      to the terms and conditions hereinafter set forth, the Company hereby employs
      Executive as its Chief Financial Officer, and she shall have the duties and
      responsibilities associated with the Chief Financial officer of a public
      corporation. During the Term, as hereinafter defined, Executive shall report
      to
      the Company’s Chief Executive Officer and the audit committee of the board of
      directors. Executive shall also perform such other duties and responsibilities
      as may be determined by the Company’s board of directors, audit committee or
      Chief Executive Officer, as long as such duties and responsibilities are
      consistent with those of the Company’s Chief Financial Officer. 

     

    (b)    Executive
      shall serve as a director of the Company
      and/or
      any of its subsidiaries, if elected, and in such executive capacity or
      capacities with respect to any affiliate of the Company to which he may be
      elected or appointed, provided that such duties are consistent with those of
      the
      Company’s Chief Financial Officer. During the Term, Executive shall receive no
      additional compensation for services rendered pursuant to this Section 1(b).
      For
      purposes of this Agreement, the term
      “affiliate” shall mean an entity that is controlled by the Company.

     

    (c)    Unless
      terminated earlier as provided in Section 5 of this Agreement, this Agreement
      shall have an initial term (the “Initial Term”) commencing as of the date of
      this Agreement and expiring on March 31, 2008, and continuing on a year-to-year
      basis thereafter unless terminated by either party on not less than ninety
      (90)
      days notice prior to the expiration of the Initial Term or any one-year
      extension. The Initial Term and the one-year extensions are collectively
      referred to as the “Term.”

     

    2.    Executive’s
      Performance.
      Executive hereby accepts the employment contemplated by this Agreement. During
      the Term, Executive shall devote substantially all of her business time to
      the
      performance of her duties under this Agreement, and shall perform such duties
      diligently, in good faith and in a manner consistent with the best interests
      of
      the Company.

     

    3.    Compensation
      and Other Benefits.

     

    (a)    (i)    For
      her
      services to the Company during the Term, the Company shall pay Executive an
      annual salary (“Salary”) at the rate of one hundred ten thousand dollars
      ($110,000).
      All


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    Salary
      payments shall be payable in such installments as the Company regularly pays
      its
      executive officers, but not less frequently than semi-monthly.

     

    (ii)    Executive’s
      base salary as set forth in Paragraph 3(a)(i) above may be increased at the
      discretion of the compensation committee of the Board of Directors.

     

    (b)    Executive
      shall be eligible for bonus compensation and stock options or other equity-based
      incentives at the discretion of the compensation committee of the Board of
      Directors.

     

    (c)    Executive
      shall receive the following benefits during the Term:

     

    (i)    Major
      medical health and dental insurance for Executive and members of her immediate
      family
      at the
      sole discretion of the Executive. Executive may elect not to accept such
      insurance benefits at this point but reserves the right to accept such benefits
      in the future at Executive’s sole discretion.

     

    (ii)    Vacation
      in accordance with Company policy
      which
      shall provide for not less than four (4) weeks per year.

     

    (iii)    Eligibility
      to participate in the Company’s 401(k) plan.

     

    (d)    In
      the
      event of a termination of Executive’s employment as a result of her death or
      Disability, as hereinafter defined, the Company shall continue to pay to
      Executive or her beneficiary, her Salary at the annual rate in effect at the
      date of death or termination resulting from a Disability, until the earlier
      of
      (i) six (6) months from the date of death or such termination or (ii) the
      expiration of the Term. 

     

    (e)    As
      used
      in this Agreement, the term “Cash Compensation” shall include Salary, any bonus
      awarded Executive. One month’s Cash Compensation shall mean one twelfth (1/12)
      of the sum of (i) the annual Salary, (ii) the bonus, if any, for previous year,
      including the amount treated as compensation for Executive for stock options
      or
      other equity-based incentives, to the extent that such amount is reflected
      as
      current compensation in the Summary Compensation Table in the Company’s filings
      with the Securities and Exchange Commission. 

     

    4.    Reimbursement
      of Expenses.
      The
      Company shall reimburse Executive, upon presentation of proper expense
      statements, for all authorized, ordinary and necessary out-of-pocket expenses
      reasonably incurred by Executive during the Term in connection with the
      performance of her services pursuant to this Agreement hereunder in accordance
      with the Company’s expense reimbursement policy.

     

    5.    Termination
      of Employment.

     

    (a)    This
      Agreement and Executive’s employment hereunder shall terminate immediately upon
      the death of Executive.

     

    (b)    This
      Agreement and Executive’s employment pursuant to this Agreement, may be
      terminated by Executive or the Company on not less than thirty (30) days’
written notice in the event of Executive’s Disability. The term “Disability”
shall mean any illness, disability or incapacity of Executive which prevents
      her
      from substantially performing her regular duties for a period of three (3)
      consecutive months or four (4) months, even though not consecutive, in any
      twelve (12) month period. However, if Executive is covered by long-term
      disability insurance, the Company may not terminate this

     


    
      
         

      

      
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    Agreement
      pursuant to this Section 5(b) unless Executive is eligible for disability
      payments under her long-term disability insurance.

     

    (c)    The
      Company may terminate this Agreement and Executive’s employment pursuant to this
      Agreement for cause, in which event no further Cash Compensation shall be
      payable to Executive subsequent to the date of such termination. The term
“cause” shall mean:

     

    (i)    Repeated
      failure to perform material instructions from the Company’s board of directors
      or executive committee, provided that such instructions are reasonable and
      consistent with Executive’s duties as set forth in Section 1 of this Agreement
      or any other failure or refusal by Executive to perform her duties required
      by
      said Section 1; provided, however, that Executive shall have received notice
      from the Board specifying the nature of such failure in reasonable detail and
      Executive shall have failed to cure the failure within ten (10) business days
      after receipt of such notice;

     

    (ii)    a
      breach
      of Section 6, 7 or 8 of this Agreement;

     

    (iii)    a
      breach
      of trust whereby Executive obtains personal gain or benefit at the expense
      of or
      to the detriment of the Company;

     

    (iv)    Executive’s
      use of illegal substances;

     

    (v)    Executive’s
      abuse of alcohol continuing after written notice from the board of directors
      or
      executive committee;

     

    (vi)    any
      fraudulent or dishonest conduct by Executive or any other conduct by Executive
      which damages the Company or any of its affiliates or their property, business
      or reputation;

     

    (vii)    a
      conviction of or plea of nolo contendere by Executive of (A) any felony or
      (B)
      any other crime involving fraud, theft, embezzlement or use or possession of
      illegal substances; or

     

    (viii)    the
      admission by Executive of any matters set forth in Section 5(c)(vii) of this
      Agreement.

     

    (d)    Executive’s
      resignation prior to the expiration of the Term, other than for Good Reason,
      as
      hereinafter defined, shall be treated in the same manner as a termination for
      cause.

     

    (e)    In
      the
      event that the Company terminates Executive’s employment other than as provided
      in Sections 5(a), (b), (c) or (g) of this Agreement:

     

    (i)    The
      Company shall pay to Executive as severance payments, within thirty (30) days
      of
      the termination of Executive’s employment, (A) her Salary at the rate in effect
      on the date of termination for the balance of the Term, and (B) an amount equal
      to any cash bonus paid to Executive for the previous year.

     

    (ii)    If,
      at
      the time of termination, the Executive is covered by the major medical and
      dental insurance provided in Section 3(b)(i), the Company shall continue such
      coverage until the earlier of (A) the date the Term would have expired if this
      Agreement had not been terminated pursuant to this Section 5(e), or (B) the
      date
      Executive has insurance coverage provided by another employer.

     


    
      
         

      

      
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    (iii)    Any
      options or other equity-based incentives held by Executive on the date of such
      termination which shall not have vested on such date shall become fully
      vested.

     

    (iv)    The
      provisions of Section 7(a) of this Agreement shall terminate.

     

    (f)    The
      term
“Good Reason” shall mean:

     

    (i)    Any
      material breach by the Company of its obligations under this Agreement which
      are
      not cured within ten (10) business days after notice from Executive which sets
      forth in reasonable detail the nature of the breach.

     

    (ii)    Any
      change in Executive’s duties such that Executive is no longer the Company’s
      Chief Financial Officer,
      unless
      such change was made with her consent.

     

    (iii)    Any
      action on the part of the Company which impairs Executive’s ability to exercise
      her duties as the Company’s Chief Financial Officer.

     

    (g)    The
      following provisions shall apply in the event that a change of control, as
      hereinafter defined, shall occur.

     

    (i)    In
      the
      event that, following a change of control, Executive is dismissed other than
      pursuant to Sections 5(a), (b) or (c) of this Agreement, the Company shall
      pay
      Executive severance pay in an amount (determined at the rate in effect on the
      date of dismissal or resignation) equal to the sum of twelve (12) months’ Cash
      Compensation, which shall be paid to Executive on the date of the termination
      of
      her employment.

     

    (ii)    A
      change
      of control shall occur or be deemed to have occurred if (A) any “person” (as
      such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange
      Act
      of 1934, as amended) is or becomes the beneficial owner, directly or indirectly,
      of securities of the Company representing forty percent (40%) or more of the
      combined voting power of the Company’s then outstanding securities.
      Notwithstanding the foregoing, a change of control shall not result from the
      issuance of stock upon conversion of the Company’s series A convertible
      preferred stock or upon the exercise or conversion of the warrants issued in
      the
      Company’s February 2006 private placement.

     

    (h)    In
      the
      event of any termination of Executive’s employment, including termination for
      cause, Executive shall be entitled to all rights under the Company’s benefit
      plans which had vested as of the date of termination of her
      employment.

     

    6.    Trade
      Secrets and Proprietary Information.
      Executive recognizes and acknowledges that the Company, through the expenditure
      of considerable time and money, has developed and will continue to develop
      in
      the future information concerning customers, clients, marketing, products,
      services, business, research and development activities and operational methods
      of the Company and its customers or clients, contracts, financial or other
      data,
      technical data or any other confidential or proprietary information possessed,
      owned or used by the Company, the disclosure of which could or does have a
      material adverse effect on the Company, its business, any business it proposes
      to engage in, its operations, financial condition or prospects and that the
      same
      are confidential and proprietary and considered “confidential information” of
      the Company for the purposes of this Agreement. In consideration of her
      employment and engagement as a consultant, Executive agrees that she will not,
      during or after the Term, without the consent of the Company’s Chief Executive
      Officer, make any disclosure of confidential information
      now or hereafter possessed by the Company, to any person, partnership,
      corporation or entity either during or after the term here of, except that
      nothing in this

     


    
      
         

      

      
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    Agreement
      shall be construed to prohibit Executive from using or disclosing such
      information (a) if such disclosure is necessary in the normal course of the
      Company’s business in accordance with Company policies or instructions or
      authorization from the board of directors or executive committee, (b) such
      information shall become public knowledge other than by or as a result of
      disclosure by a person not having a right to make such disclosure, (c) complying
      with legal process; provided, that in the event Executive is required to make
      disclosure pursuant to legal process, Executive shall give the Company prompt
      notice thereof and the opportunity to object to the disclosure, or (d)
      subsequent to the Term, if such information shall have either (i) been developed
      by Executive independent of any of the Company’s confidential or proprietary
      information or (ii) been disclosed to Executive by a person not subject to
      a
      confidentiality agreement with or other obligation of confidentiality to the
      Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term
      “Company” shall include the Company, its parent, its subsidiaries and its
      affiliates.

     

    7.    Covenant
      Not To Solicit or Compete.

     

    (a)    During
      the period from the date of this Agreement until one (1) year following the
      date
      on which Executive’s employment is terminated, Executive will not, directly or
      indirectly:

     

    (i)    Persuade
      or attempt to persuade any person or entity which is or was a customer, client
      or supplier of the Company to cease doing business with the Company,
      or to
      reduce
      the amount of business it does with the Company (the terms “customer” and
“client” as used in this Section 7 to include any potential customer or client
      to whom the Company submitted bids or proposals, or with whom the Company
      conducted negotiations, during the term of Executive’s employment hereunder or
      during the twelve (12) months preceding the termination of her
      employment);

     

    (ii)    solicit
      for herself or any other person or entity other than the Company the business
      of
      any person or entity which is a customer or client of the Company, or was a
      customer or client of the Company within one (1) year prior to the termination
      of her employment; or

     

    (iii)    persuade
      or attempt to persuade any employee of the Company, or any individual who was
      an
      employee of the Company during the one (1) year period prior to the lawful
      and
      proper termination of this Agreement, to leave the Company’s employ, or to
      become employed by any person or entity other than the Company.

     

    (b)    Executive
      acknowledges that the restrictive covenants (the “Restrictive Covenants”)
      contained in Sections 6 and 7 of this Agreement are a condition of her
      employment are reasonable and valid in geographical and temporal scope and
      in
      all other respects. If any court determines that any of the Restrictive
      Covenants, or any part of any of the Restrictive Covenants, is invalid or
      unenforceable, the remainder of the Restrictive Covenants and parts thereof
      shall not thereby be affected and shall remain in full force and effect, without
      regard to the invalid portion. If any court determines that any of the
      Restrictive Covenants, or any part thereof, is invalid or unenforceable because
      of the geographic or temporal scope of such provision, such court shall have
      the
      power to reduce the geographic or temporal scope of such provision, as the
      case
      may be, and, in its reduced form, such provision shall then be
      enforceable.

     

    8.    Inventions
      and Discoveries.
      Executive agrees promptly to disclose in writing to the Company any invention or
      discovery made by her during the period of time that this Agreement remains
      in
      full force and effect, whether during or after working hours, in any business
      in
      which the Company is then engaged or which otherwise relates to any product
      or
      service dealt in by the Company and such inventions and discoveries shall be
      the
      Company’s sole property. Executive acknowledges that any such invention or
      discovery developed by her and any intellectual property rights relating thereto
      shall be

     


    
      
         

      

      
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    considered
      as “work performed for hire.” In the event that any such intellectual property
      rights are not, for any reason, deemed work performed for hire, Executive hereby
      assigns to the Company any and all of her right, title and interest therein
      to
      the Company. Upon the Company’s request, Executive shall execute and assign to
      the Company all applications for copyrights and letters patent of the United
      States and such foreign countries as the Company may designate, and Executive
      shall execute and deliver to the Company such other instruments as the Company
      deems necessary to confirm the Company’s sole ownership of all rights, title and
      interest in and to such inventions and discoveries, as well as all copyrights
      and/or patents. If services in connection with applications for copyrights
      and/or patents are performed by Executive at the Company’s request after the
      termination of her employment hereunder, the Company shall pay her reasonable
      compensation for such services rendered after termination of this
      Agreement.

     

    9.    Injunctive
      Relief.
      Executive agrees that her violation or threatened violation of any of the
      provisions of Sections 6, 7 or 8 of this Agreement shall cause immediate and
      irreparable harm to the Company. In the event of any breach or threatened breach
      of any of said provisions, Executive consents to the entry of preliminary and
      permanent injunctions by a court of competent jurisdiction prohibiting Executive
      from any violation or threatened violation of such provisions and compelling
      Executive to comply with such provisions. This Section 9 shall not affect or
      limit, and the injunctive relief provided in this Section 9 shall be in addition
      to, any other remedies available to the Company at law or in equity or in
      arbitration for any such violation by Executive. In the event an injunction
      is
      issued against any such violation by Executive, the period referred to in
      Section 7 of this Agreement shall continue until the later of the expiration
      of
      the period set forth therein or one (1) month from the date a final judgment
      enforcing such provisions is entered and the time for appeal has lapsed. Subject
      to Section 5(e)(iv) of this Agreement, the provisions of Sections 6, 7, 8 and
      9
      of this Agreement shall survive any termination of this Agreement and
      Executive’s employment pursuant to this Agreement.

     

    10.    Indemnification.
      The
      Company shall provide Executive with payment of legal fees and indemnification
      to the maximum extent permitted by the Company’s Certificate of Incorporation,
      By-Laws, and the Delaware General Corporation Law.

     

    11.    Miscellaneous.

     

    (a)    Executive
      represents, warrants, covenants and agrees that she has a right to enter into
      this Agreement, that he is not a party to any agreement or understanding, oral
      or written, which would prohibit performance of her obligations under this
      Agreement, and that he will not use in the performance of her obligations
      hereunder any proprietary information of any other party which he is legally
      prohibited from using.

     

    (b)    If
      requested by the Company, Executive will cooperate with the Company in
      connection with the Company’s application to obtain key-man life insurance on
      her life, on which the Company will be the beneficiary. Such cooperation shall
      include the execution of any applications or other documents requiring her
      signature and submission of insurance applications and submission to a
      physical.

     

    (c)    Any
      notice, consent or communication required under the provisions of this Agreement
      shall be given in writing and sent or delivered by hand, overnight courier
      or
      messenger service, against a signed receipt or acknowledgment of receipt, or
      by
      registered or certified mail, return receipt requested, or telecopier or similar
      means of communication if receipt is acknowledged or if transmission is
      confirmed by mail as provided in this Section 11(c), to the parties at their
      respective addresses set forth at the beginning of this Agreement or by
      telecopier to the Company at (978) 874-0591 or to Executive at 610)
      444-0778,
      with
      notice to the Company being sent to the attention of the individual who executed
      this Agreement on behalf of the Company. Either party may, by like notice,
      change the person, address or telecopier number to which notice is to be sent.
      If no telecopier number is provided for Executive, notice to her shall not
      be
      sent by telecopier.

     

    
      
         

      

      
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    (d)    This
      Agreement shall in all respects be construed and interpreted in accordance
      with,
      and the rights of the parties shall be governed by, the laws of the State of
      Delaware applicable to contracts executed and to be performed wholly within
      such
      State, without regard to principles of conflicts of laws.

     

    (e)    Except
      for actions, suits, or proceedings taken pursuant to or under Section 6, 7,
      8 or
      9 of this Agreement, any dispute concerning this Agreement or the rights of
      the
      parties hereunder shall be submitted to binding arbitration in Wilmington,
      Delaware before a single arbitrator under the rules of the American Arbitration
      Association. The award of the arbitrator shall be final, binding and conclusive
      on all parties, and judgment on such award may be entered in any court having
      jurisdiction. The arbitrator shall have the power, in his or her discretion,
      to
      award counsel fees and costs to the prevailing party. The arbitrator shall
      have
      no power to modify or amend any specific provision of this Agreement except
      as
      expressly provided in Section 7(b) of this Agreement.

     

    (f)    Notwithstanding
      the provisions of Section 11(e) of this Agreement, with respect to any claim
      for
      injunctive relief or other equitable remedy pursuant to Section 9 of this
      Agreement or any claim to enforce an arbitration award or to compel arbitration,
      each of the parties hereby (i) consents to the exclusive jurisdiction of the
      United States District Court for the State of Delaware and state courts of
      the
      State of Delaware, in the County of New Castle, (ii) agrees that any process
      in
      any action commenced in such court under this Agreement may be served upon
      her
      personally, either (A) by certified or registered mail, return receipt
      requested, or by overnight courier service which obtains evidence of delivery,
      with the same full force and effect as if personally served upon her in New
      Castle County, Delaware, as the case may be, or (B) by any other method of
      service permitted by law, and (iii) waives any claim that the jurisdiction
      of
      any such court is not a convenient forum for any such action and any defense
      of
      lack of in personam
      jurisdiction with respect thereof.

     

    (g)    If
      any
      term, covenant or condition of this Agreement or the application thereof to
      any
      party or circumstance shall, to any extent, be determined to be invalid or
      unenforceable, the remainder of this Agreement, or the application of such
      term,
      covenant or condition to parties or circumstances other than those as to which
      it is held invalid or unenforceable, shall not be affected thereby and each
      term, covenant or condition of this Agreement shall be valid and be enforced
      to
      the fullest extent permitted by law, and any court or arbitrator having
      jurisdiction may reduce the scope of any provision of this Agreement, including
      the geographic and temporal restrictions set forth in Section 7(a) of this
      Agreement, so that it complies with applicable law.

     

    (h)    This
      Agreement constitutes the entire agreement of the Company and Executive as
      to
      the subject matter hereof, superseding all prior or contemporaneous written
      or
      oral understandings or agreements, including any and all previous employment
      agreements or understandings, all of which are hereby terminated, with respect
      to the subject matter covered in this Agreement. This Agreement may not be
      modified or amended, nor may any right be waived, except by a writing which
      expressly refers to this Agreement, states that it is intended to be a
      modification, amendment or waiver and is signed by both parties in the case
      of a
      modification or amendment or by the party granting the waiver. No course of
      conduct or dealing between the parties and no custom or trade usage shall be
      relied upon to vary the terms of this Agreement. The failure of a party to
      insist upon strict adherence to any term of this Agreement on any occasion
      shall
      not be considered a waiver or deprive that party of the right thereafter to
      insist upon strict adherence to that term or any other term of this
      Agreement.

     

    (i)    Neither
      party hereto shall have the right to assign or transfer any of its or her rights
      hereunder except in connection with a merger of consolidation of the Company
      or
      a sale by the Company of all or substantially all of its business and
      assets.

     

    
      
         

      

      
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    (j)    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, successors, executors, administrators and permitted
      assigns.

     

    (k)    The
      headings in this Agreement are for convenience of reference only and shall
      not
      affect in any way the construction or interpretation of this
      Agreement.

     

    (l)    No
      delay
      or omission to exercise any right, power or remedy accruing to either party
      hereto shall impair any such right, power or remedy or shall be construed to
      be
      a waiver of or an acquiescence to any breach hereof. No waiver of any breach
      hereof shall be deemed to be a waiver of any other breach hereof theretofore
      or
      thereafter occurring. Any waiver of any provision hereof shall be effective
      only
      to the extent specifically set forth in an applicable writing. All remedies
      afforded to either party under this Agreement, by law or otherwise, shall be
      cumulative and not alternative and shall not preclude assertion by such party
      of
      any other rights or the seeking of any other rights or remedies against any
      other party.

     

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

     

     

    TECHPRECISION
      CORPORATION

     

     

    By: 
      /s/
      Louis
      A. Winoski

      
        

      

    

    Louis
      A.
      Winoski

    Chairman,
      Compensation Committee

     

     

    /s/
      Mary
      Desmond

      
        

      

    

    Mary
      Desmond

     

     

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