Exhibit 10.15


 


SEVERANCE AGREEMENT


This Severance Agreement (the “Agreement”) is
entered into by and between Cherokee International Corporation (the “Company”),
a Delaware corporation, and Jeffrey M. Frank (the “Executive”).


R E  C
I  T  A  L  S


WHEREAS, the Executive is currently employed by the Company as
its President and Chief Executive Officer; and


WHEREAS, the Executive and the Company desire
to memorialize their understanding with respect to severance benefits payable
to the Executive in the event his employment is terminated by the Company other
than for Cause (as defined in Section 3 below).


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual agreements and covenants herein contained,
the Company and the Executive agree as follows:


1.                                       At Will Employment. 
The Executive’s employment with the Company is currently on an at-will
basis, meaning that either the Executive or the Company may terminate the
employment relationship at any time for any reason or for no reason, and
without further obligation or liability, except as set forth in this Agreement.


2.                                       Term of
Agreement. This Agreement shall remain in effect for so long
as the Executive is employed as the President and Chief Executive Officer of
the Company.


3.                                       Severance Payment. Subject to the Executive’s
having executed and, if applicable, not revoked, a release of claims reasonably
satisfactory to the Company (the “Release of Claims”), in the event the
Executive’s employment is terminated by the Company other than for Cause (as
such term is defined below), the Executive shall be entitled to a cash payment
(the “Severance Payment”), in lieu of any other severance payment pursuant to
any other plan or agreement of the Company or any subsidiary thereof to which
the Executive is otherwise entitled, of an amount equal to his then annual base
salary as in effect immediately prior to the date of termination.  Subject to Section 409A of the Internal
Revenue Code of 1986, as amended, the Severance Payment shall be payable in a lumpsum commencing within 10 business
days following the effective date of the Release of Claims.  If required by Section 409A, the Severance
Payment may be delayed for a period of six months.


For purposes of this
Agreement, “Cause” for termination by the Company of the Executive’s employment
shall mean (i) the willful and continued failure by the Executive to perform
his or her duties with the Company, (ii) the Executive’s


 


 





















 


conviction of, or entry of a
plea of guilty or nolo contendere to, a felony or other crime involving moral
turpitude, (iii) the commission by the Executive of any act of theft,
embezzlement or fraud in connection with his employment with the Company, or
(iv) the Executive’s appropriation (or attempted appropriation) of a
material business opportunity of the Company, including attempting to secure or
securing from anyone other than the Company any personal profit without the
Company’s consent in connection with any transaction entered into on behalf of
the Company.


The
Executive shall not be entitled to the Severance Payment if (i) the Executive’s
employment is terminated by the Company for Cause or as a result of the
Executive’s death or Disability or (ii) the Executive terminates his employment
with the Company for any reason.


4.                                       No Mitigation.  The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise.


5.                                       Successors.  Any successor to the Company (whether direct
or indirect, by purchase, merger, consolidation or otherwise) or to all or
substantially all of the business and/or assets of the Company shall assume all
obligations of the Company under this Agreement and all rights of the Company
under this Agreement shall inure to such successor, in the same manner and to
the same extent that the Company would be required to perform and be entitled
to the benefits of this Agreement if no such succession had taken place.


6.                                       Notices.  All notices and other communications under
this Agreement shall be in writing and delivered to the addresses set forth
below and shall be effective when delivered, if hand delivered; three (3) days
after mailing by first class mail, certified or registered with return receipt
requested; and 24 hours after transmission of a fax :


If
to the Company:                                             Cherokee
International Corporation


 2841 Dow Avenue


 Tustin, CA 92780


 Attention:  Chairman of the Board


 


If to the Executive:                                             Jeffrey M.
Frank


 15 Calle de Princesa


 Coto de Caza, CA 92679


 


                                                Either party
may change such party’s address for notices by notice duly given pursuant
hereto.


7.                                       Arbitration.  The Company and Executive agree that any
dispute arising as to the parties’ rights and obligations hereunder shall, at
the election and upon written demand of either party, be submitted to
arbitration before a single neutral


 


2





















 


arbitrator
in Orange County, California and will be conducted in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association, which Rules shall be modified by the arbitrator to the
extent necessary to comply with applicable law. 
The arbitrator shall not have authority to add to, modify, change or
disregard any lawful terms of this Agreement or to issue an award that is
contrary to applicable law.  The decision
of the arbitrator shall be final and binding and enforceable in any court of
competent jurisdiction.  The parties
further agree, notwithstanding the foregoing, that (i) the provisions of the
California Arbitration Act, including Sections 1281.8 and 1283.05 of the
California Code of Civil Procedure, will apply to any arbitration hereunder;
(ii) the Company shall pay any costs and expenses that the Executive would not
otherwise have incurred if the dispute had been adjudicated in a court of law,
rather than through arbitration, provided, however, that if either party
prevails on a statutory claim that affords the prevailing party an award of
attorney’s fees, the arbitrator may award reasonable attorney’s fees to the
prevailing party, consistent with applicable law; and (iii) any hearing must be
transcribed by a court reporter and any decision of the arbitrator must be set
forth in writing, consistent with the applicable state or federal law and
supported by essential findings of fact and conclusion of law.  The provisions of this Section 7 shall
survive the termination or revocation of this Agreement.


8.                                       Miscellaneous.


(a)                                  Modification
and Waiver.  Except as
otherwise specifically provided in this Agreement, no provision of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by both the
Company and the Executive.  No waiver at
any time by either party to this Agreement of any breach by the other party
hereto of, or failure to comply with, any provision hereof shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or similar time.


(b)                                 Entire
Agreement.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  This Agreement supercedes any and all prior
agreements between the parties and/or any of their affiliates with respect to
the subject matter hereof.


(c)                                  Governing Law.  This Agreement and the legal rela­tions thus
created between the parties hereto shall be governed by and construed under and
in accordance with the internal laws of the State of California.


(d)                                 Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


 


3





















 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer, and the Executive
has executed this Agreement, as of the date set forth below.


	
  EXECUTIVE

  	
  CHEROKEE INTERNATIONAL 

  
	
   

  /s/ Jeffrey M. Frank

  	
   

  	
  CORPORATION

  
	
   

  	
  /s/  Van
  Holland

  	
   

  
	
  Date: March 31, 2005

  	
  By:          Van
  Holland

  
	
   

  	
  Its:          Chief
  Financial Officer

  
	
   

  	
  Date: March 31, 2005

  
				



 


4