EX-10.1






Exhibit 10.1




SUMMARY OF FINAL TERMS

FOR CARY B. WOOD EMPLOYMENT AGREEMENT




	 	 	 
	Position

	 	Chief Executive Officer
	 
	 	 
	Term of Employment

	 	At will employment. Employment may be terminated by
Cary Wood (“Wood”) or Sparton Corporation (“the
Company”), at any time. The Employment Agreement
(“the Agreement”) will have an initial term of 3 years.
	 
	 	 
	Board of Directors

	 	Wood shall be appointed to the Board of Directors
upon his hire and thereafter nominated as a member
of the Board during each year of Wood’s employment
as necessary. Following Wood’s termination, he will
be deemed to have resigned from the Board.
	 
	 	 
	Salary

	 	$400,000 base salary minus normal payroll deductions.
	 
	 	 
	Bonus

	 	2009 Performance Bonus

At least $113,333, with a maximum target opportunity
of $226,666 (66% of base) each of which is pro-rated
for approximate mid-year entry, assuming performance
goals are achieved under the written objective and
subjective criteria established by the Company with
input from Wood.
	 
	 	 
	 

	 	2010 Performance Bonus

At least $170,000, with a maximum target opportunity
of $340,000 (80% of base), assuming performance
goals are achieved under the written objective and
subjective criteria established by the Company with
input from Wood.
	 
	 	 
	 

	 	2011 & 2012 Performance Bonuses

No required minimum bonus with a maximum target
opportunity of $340,000 (80% of base), assuming
performance goals are achieved under the written
objective and subjective criteria established by the
Company with input from Wood for the fiscal years
ending in June, 2011 and June, 2012.
The performance bonuses for fiscal years ending on
June 30, 2009, 2010, 2011, and 2012 are forfeited in
the event Wood is terminated for Cause under the
terms of the Agreement.
	 
	 	 
	Long-Term Incentives
	 	 
	Long-term Incentive Grants

	 	Wood will be awarded Long-term Incentives in
accordance with the Company’s Senior Executive
Long-term Incentive Plan as established by the Board
of Directors.






 









 






	 	 	 
	Restricted Stock
	 	 
	Number of Shares

	 	120,000 shares of restricted stock with a grant date
of November 24, 2008.
	 
	 	 
	Vesting Schedule

	 	46,666 shares vest on June 30, 2009
	 

	 	46,666 shares vest on June 30, 2010
	 

	 	26,668 shares vest on June 30, 2011
	 
	 	 
	Signing Bonus

	 	$50,000 cash bonus payment to be paid within 30 days
of November 6, 2008. If Wood is terminated For
Cause or if Wood resigns without Good Reason (as
defined in the Agreement) prior to November 24,
2009, Wood will repay the bonus to the Company.
	 
	 	 
	Benefits

	 	Wood will be eligible to participate in the
Company’s employee benefit plans, policies and
arrangements applicable to other executive officers
including: participation in the 401(k) plan,
medical, dental, vision and life and disability
insurance, as applicable.
	 
	 	 
	Perquisites

	 	Wood will be eligible for Company perquisites as at
least the same level as other senior executive
officers including auto allowance and country club
membership.
	 
	 	 
	Time-Off

	 	Wood will receive paid time-off in accordance with
Company policy for other senior executive officers,
but no less than 19 days of paid time off annually.
	 
	 	 
	Relocation Benefit

	 	Wood shall receive the standard relocation package
provided by the Company for reasonable expenses
incurred in moving to a mutually agreeable location
within a 30-minute commute of the Company’s Jackson,
Michigan offices.
	 
	 	 
	Attorneys’ Fees

	 	The Company shall reimburse Wood for reasonable
legal and tax advice expenses incurred in the
negotiation, preparation and execution of the
Employment Agreement in an amount not to exceed
$10,000.
	 
	 	 
	Termination for Cause

	 	The Company can terminate the Agreement at any time
For Cause as defined in the Agreement without
recourse, except for vested benefits.
	 
	 	 
	Termination Without Cause

	 	The Company can terminate the Agreement at any time
Without Cause and shall pay Wood certain salary
continuation benefits, a performance bonus and
certain COBRA benefits, all as more specifically
described in the Agreement.
	 
	 	 
	Termination by Wood

	 	Wood can terminate the Agreement for Good Reason, as defined






 









 






	 	 	 
	For Good Reason

	 	in the Agreement, and be entitled to the benefits provided in the event of a Termination Without Cause.
	 
	 	 
	Confidentiality

	 	During the term of the Agreement and thereafter Wood
agrees to keep Company proprietary information
confidential.
	 
	 	 
	Non-Competition/Non-Solicitation

	 	During the term of the Agreement and for a period of
twelve months thereafter Wood shall not “compete”
with the Company in the Electronic Manufacturing
Services business, nor solicit employees or
customers or suppliers of the Company, all as more
specifically defined in the Agreement.