exhibit10_1.htm


    EXHIBIT
10.1

    


     

    EXECUTIVE EMPLOYMENT AGREEMENT

     

    This
Employment Agreement (“Agreement”) is entered into as of January 1, 2009 by
and between Todd R. Peters, 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 as its principal executive officer, with the title of
President and Chief Executive Officer, 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 the
position of the principal executive officer, consistent with the Bylaws of the
Company and as required by the Board of Directors of the Company (the
“Board”).  Executive shall report directly to the Board.

     

    (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
$450,000, 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 the Company’s senior executives.  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.

     


    
      
         


      

      
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    (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 an initial period of annual paid vacation time of five
weeks and hereafter the annual period may be increased based on 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 3% 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 an annual automobile allowance of $24,000, 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.

     

    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.

    
 

    
      
        
           


        

        
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    (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)           Through
the second anniversary of the Termination Date 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 second anniversary of the Termination
Date.  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 200% 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;
such amount shall be paid in equal installments on each of the Company’s regular
payroll dates during the 24-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 (x) 200% 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 

     


    
      
         


      

      
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    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 24-month period immediately
following the Termination Date in accordance with the Company’s regular payroll
practices.

     

    (iii)           The
Company will pay an amount up to 7% of Executive’s annual base salary as in
effect immediately prior to the Termination Date for the cost of an executive
level individualized career transition program through a professional
outplacement firm selected by the Company, provided 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 in
accordance with the immediately following sentence 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.  Executive may select and change a beneficiary or
beneficiaries to receive compensation payable hereunder following his death by
giving the Company written notice thereof.  In the event there is no
such named beneficiary, or no surviving named beneficiary, such compensation
shall be paid to Executive’s estate.

     

    If the
basis for Executive’s termination is clause (i)(B) of Section 5(e) below, any
reference to “annual base salary as in effect immediately prior to the
Termination Date” in this Section 5(d) shall mean Executive’s annual base salary
prior to the diminution in such annual base salary.

     

    (e)           Good
Reason.  If the Company (i) materially diminishes Executive’s
duties, authority, or responsibility as President and Chief Executive Officer of
the Company, (ii) materially diminishes Executive’s annual base salary, or
(iii) materially breaches this Agreement (any of the foregoing 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.

     


    
      
         


      

      
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    (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 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)           “Cause”
means the occurrence or existence of any of the following with respect to
Executive, as determined by the Board 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);

     


    
      
         


      

      
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    (C)           any
act of misappropriation, embezzlement, fraud, material dishonesty or similar
conduct with respect to 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;

     

    (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)(i)(G) shall cease to be of effect upon
and after a Change in Control.

     

    (ii)           “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 the Board (together with any new directors whose
election by the 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 the Board 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
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    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.

     

    (iii)           “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.

     

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

     

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

     

    (vi)           “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).

     

    (vii)           “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.

     

    (viii)                      “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.

     

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

     


    
      
         


      

      
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    6.           Excise
Tax Gross-Up Payment.  If Executive’s
employment is terminated by the Company without Cause within 18 months after a
Change in Control and Executive becomes subject to the excise tax imposed by IRC
Section 4999 (the “Parachute Excise Tax”) with respect to any amounts paid
or payable to Executive under this Agreement, then the Company and Executive
agree that:

     

    (a)           If
the aggregate of all “parachute payments” (as such term is used under IRC
Section 280G) does not exceed 320% of the “base amount” (as such term is
used under IRC Section 280G), then the parachute payment shall be reduced
to 299.99% of such  base amount;

     

    (b)           If
the aggregate of all parachute payments exceeds 320% of the base amount, then
the Company shall pay to Executive a tax gross-up payment so that after payment
by or on behalf of Executive of all federal, state and local excise, income,
employment, Medicare and any other taxes (including any related penalties and
interest) resulting from the payment of the parachute payments and the tax
gross-up payments to Executive by the Company, Executive retains on an after-tax
basis an amount equal to the amount that Executive would have retained if
Executive had not been subject to the Parachute Excise Tax;

     

    (c)           The
computation of the excess parachute payment in accordance with IRC
Section 280G shall be done by a nationally recognized and reputable
independent accounting or valuation firm selected and paid for by the
Company.

     

    (d)           Executive
shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of any tax
gross-up payments.  Such notification shall be given as soon as
practicable but no later than ten business days after Executive is informed in
writing of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid.  Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which Executive gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due).  If the Company notifies Executive in writing prior to the
expiration of such period that it desires to contest such claim, Executive
shall:

     

    (i)           give
the Company any information reasonably requested by the Company relating to such
claim,

     

    (ii)           take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,

     

    (iii)           cooperate
with the Company in good faith in order effectively to contest such claim,
and

     

    (iv)           permit
the Company to participate in any proceedings relating to such
claim;

     


    
      
         


      

      
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    provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Executive harmless, on an after-tax basis,
for any excise tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this
Section 6, the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such payment
to Executive, on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any excise tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which a gross-up payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.

     

    (e)           If,
after the receipt by Executive of an amount advanced by the Company pursuant to
this Section 6, Executive becomes entitled to receive any refund with
respect to such claim, Executive shall (subject to the Company’s complying with
the requirements of this Section 6) promptly pay to the Company the amount
of such refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by Executive of an amount
advanced by the Company pursuant to this Section 6, a determination is made
that Executive shall not be entitled to any refund with respect to such claim
and the Company does not notify Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of gross-up payment required to be paid.

     

    7.           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 9) 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; 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
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    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.

     

    8.           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.

     

    9.           Noncompetition.  Executive
agrees that during his employment with the Company and for a period of 24 months
thereafter, 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.

     

    10.           Remedies.  Executive
acknowledges that a breach or threatened breach by Executive of any the
provisions of Sections 7, 8 or 9 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 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

        
          

        

      

      
         


      

    


    


    11.           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:  General
Counsel

      Facsimile:
 (630) 663-8221

       

      
        To
Executive:

      

      
      

      


      Todd R.
Peters

      12570
Buno Road

      Milford,
Michigan  48380

    

    
    

    
    

    
    

    
    

     

    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,
including, without limitation, that certain Executive Employment Agreement dated
as of March 9, 2004 between ATC and Executive, which shall be of no further
force and effect as of the date of this Agreement.

     

    (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.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (f)           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.

     

    (g)           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.

     

    (h)           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.

     

    (i)           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.

     

    


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

       

      
        	
                EXECUTIVE:

              
	 
      
	
                /s/
      Todd R. Peters

              
	
                Todd
      R. Peters

                 

              
	
                ATC
      TECHNOLOGY CORPORATION

              
	 
      
	
                By:

              	
                /s/
      Joseph Salamunovich

              
	
                Joseph
      Salamunovich

                Vice
      President

              


      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    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]