exhibit10_2.htm


    EXHIBIT
10.2

     

    


    EXECUTIVE EMPLOYMENT AGREEMENT

     

    This
Executive Employment Agreement (this "Agreement") is entered into as of
January 1, 2009 by and between Donald T. Johnson Jr., a natural person
("Executive"), and ATC Technology Corporation, a Delaware corporation
(“ATC”).  As used herein, the “Company” refers to ATC and/or any
subsidiary of ATC.  The parties hereto agree as follows:

     

    1.         Employment.

     

    (a)         Best
Efforts.  Subject to the terms set forth herein, the Company
agrees to employ Executive as Chairman of ATC and Executive hereby accepts such
employment.  While employed by the Company, Executive will devote his
best efforts and such time as is necessary to the performance of his duties
hereunder and to the business and affairs of ATC and its subsidiaries and will
not be employed by any other employer (other than an employer owned at least
50.1% by Executive), although Executive may serve on other boards of directors
so long as such service does not create a conflict of interest with the
Company.

     

    (b)         Duties.  Executive
shall perform such duties for the Company as are customarily associated with the
position of Chairman, consistent with the Bylaws of the Company and as required
by the Board of Directors of ATC.

     

    (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.

     

    2.         Compensation and
Benefits.

     

    (a)         Salary.  Executive
shall receive for services to be rendered hereunder a base salary of $236,274
payable on the Company’s regular payroll dates, subject to standard withholdings
for taxes and social security and the like.

     

    (b)         Incentive
Plans.  Executive shall not participate in any of the Company’s
incentive plans, provided that nothing in this Agreement shall affect
Executive’s previously established participation in the 2008 Incentive
Compensation Plan or the cash award component of the 2008-2010 Long-Term
Incentive Plan.

     

    (c)         Participation in Benefit
Plans.  While employed by the Company, Executive shall be
entitled to participate in any group medical, dental, health and accident,
disability insurance, life insurance (at a minimum of $1.5 million in
Company-paid coverage), retirement income, deferred compensation or similar plan
or program of the Company to the extent that he 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.


    
      
         


      

      
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    3.         Perquisites.

     

    (a)         Financial Planning/Club Dues
Allowance.  Executive shall be entitled to a financial
planning/club dues allowance of $8,438, subject to applicable
withholding.

     

    (b)         Automobile.  Executive
shall be entitled to an automobile allowance of $10,126, subject to applicable
withholding.

     

    4.         Business
Expenses.  Executive shall
be reimbursed for documented and reasonable business travel expenses in
connection with the performance of his duties hereunder.

     

    5.         Termination
of Employment.  The date on which
Executive's employment by the Company ceases, under any of the circumstances
provided in Section 5(a)-(g), 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(l).

     

    (a)         End of Employment
Term.  Unless terminated earlier pursuant to
Section 5(b)-(g), Executive’s employment will terminate on June 3,
2009.  Within ten business days after the Termination Date, Executive
shall receive payment for all accrued salary through the Termination Date and
the Earned Benefits.  Executive shall also receive the LTIP
Payment.  Except as provided above, no compensation of any kind or
severance payment will be payable under this Agreement due to a termination
pursuant to this Section 5(a), except that if a Change in Control occurs
prior to Executive’s termination pursuant to this Section 5(a), such
termination shall be treated as a Company termination without Cause and
Executive shall be entitled to the payments and benefits provided in
Section 5(f).

     

    (b)         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.

     

    (c)         Voluntary
Termination.  Executive may voluntarily terminate his
employment with the Company at any time upon 90 days’ prior written
notice.  Within ten business 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.  If the Board
determines that Executive has provided all services and cooperation required by
the Board to transition Executive’s position to a successor (regardless of
whether an orderly transition has actually occurred), Executive shall also
receive the LTIP Payment.

     

    (d)         Termination Upon
Death.  Executive’s employment will terminate upon his
death.  Within ten business days after the Termination Date,
Executive’s Beneficiary shall receive payment for all accrued salary through the
Termination Date and the Earned Benefits.  Executive’s Beneficiary
shall also receive the LTIP Payment.  Except as provided above, no
compensation of any kind or severance payment will be payable under this
Agreement due to a termination pursuant to this
Section 5(d).


    
      
         


      

      
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    (e)         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 his position, even with reasonable
accommodation in compliance with the Americans with Disabilities Act, for three
consecutive months.  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(f) and
Section 5(i)(i).  The foregoing shall not affect any rights that
Executive may have under applicable workers’ compensation laws or any disability
plan of the Company.

     

    (f)         Termination Without
Cause.  The Company may terminate Executive's employment
without Cause at any time upon 30 days’ prior written notice.  Within
ten business days after the Termination Date, Executive shall receive payment
for all accrued salary through the Termination Date and the Earned
Benefits.  Executive shall also receive the LTIP
Payment.  In addition, the Company shall pay Executive as severance
$1,120,000 (i.e., 200% of Executive’s annualized base
salary).  Subject to Section 11, the severance shall be paid in
equal installments on each of the Company’s regular payroll dates during the
two-year period following the Termination Date, unless the Termination Date
occurs after a Change in Control, in which case the severance will be paid in a
single lump sum within ten business days after the Termination
Date.  The Company will pay up to $25,000 of the cost of an
executive level individualized career transition program through a professional
outplacement firm mutually selected by the Company and the Executive if 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 this Section 5(f) shall be made to Executive’s Beneficiary
but the career transition benefits shall terminate as of the date of
death.  As a condition to receiving the payments and benefits provided
by this Section 5(f) (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 on the Termination Date a
general release in the form attached hereto as Exhibit A.

     

    (g)         Fundamental
Changes.  If the Company (i) materially diminishes
Executive's duties, authority, responsibility or compensation without
performance justification, or (ii) breaches this Agreement in any material
respect, Executive may terminate his employment, provided that Executive has
given the Company 30 days’ written notice prior to such termination and the
Company has not cured such diminution or breach, as the case may be, by the end
of such 30-day period.  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(f) and
Section 5(i)(i).

     

    (h)         Medical
Coverage.  Except in the case of Executive’s death or
termination for Cause, until the fifth anniversary of the Termination Date (such
five-year period being the “Coverage Period”) the Company will provide continued
medical-related insurance coverage to Executive and his spouse at the levels and
at the rates applicable from time to time to comparable active employees and
spouses of the Company.  Medical-related insurance coverage includes
health, dental, vision and/or cancer.  COBRA continuation coverage
eligibility shall commence as of the day following the end of the Coverage
Period.  Notwithstanding the above, coverage under each of these plans
shall cease on the date (i) Executive (or his 


    
      
         


      

      
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    spouse in
the event Executive dies during the Coverage Period) fails to pay timely the
premium required by such plan, (ii) Executive (or his spouse in the event
Executive dies during the Coverage Period) becomes eligible for coverage under
Medicare or the group health plan of any other employer, or (iii) the
Company terminates such plan as to all its employees, provided, however, that if
the Company terminates such plan, the Company shall make a lump sum payment to
Executive (or to his spouse in the event Executive dies during the Coverage
Period) equal to (x) the Company’s contribution to such plan with respect
to Executive and his spouse (or just his spouse if Executive is then no longer
alive) for the last full month during which coverage was provided under such
plan multiplied by (y) the number of months remaining in the Coverage
Period.

     

    (i)         Vesting of Restricted Stock
and Stock Options.  All of Executive’s restricted stock and
unvested stock options that are outstanding as of the Termination Date will be
treated as follows following the Termination Date:

     

    (i)         In
the case of termination pursuant to Section 5(a) or Company termination
without Cause, such restricted stock and unvested options will continue to vest
after the Termination Date according to their vesting schedules notwithstanding
the fact that Executive has ceased to be an employee of the
Company.

     

    (ii)         In
the case of Executive’s death, such restricted stock and unvested options shall
fully vest as of the Termination Date.

     

    (iii)                 In
the case of voluntary resignation, such restricted stock and unvested options
will terminate on the Termination Date unless the Board determines that
Executive has provided prior to the termination of Executive’s employment all
services and cooperation required by the Board to transition Executive’s
position to a successor (regardless of whether an orderly transition has
actually occurred), in which case such restricted stock and unvested options
will continue to vest after the Termination Date according to their vesting
schedules notwithstanding the fact that Executive has ceased to be an employee
of the Company.

     

    (iv)                 In
the case of termination for Cause, restricted stock and unvested options will
terminate on the Termination Date.

     

    (v)         Except
in the case of termination for Cause, options that are vested as of the
Termination Date or subsequently vest pursuant to this Section 5(i) shall
remain in effect and be exercisable until the tenth anniversary of the date of
grant.

     

    (j)         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 option plans.


    
      
         


      

      
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    (k)         Withholding.  Any
amounts payable under this Section 5 shall be subject to standard withholdings
for taxes and social security and the like.

     

    (l)         Definitions.

     

    (i)         “Beneficiary” means a person,
trust or other entity (or any combination thereof) designated from time to time
by Executive in writing to receive compensation payable hereunder following
Executive’s death.  In the event Executive does not designate a
Beneficiary or there is no surviving Beneficiary, then Executive’s estate will
be the Beneficiary.

     

    (ii)         "Cause" means the occurrence
or existence of any of the following with respect to Executive, as determined by
the Company in its sole discretion:

     

    (A)                   a
material breach by Executive of (x) his 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 this Agreement, 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);

     

    (C)                   any
act of dishonesty, misappropriation, embezzlement, intentional fraud or similar
conduct involving 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; or

     

    (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 in his capacity as
an employee of the Company or its affiliates.

     

    (iii)                 “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 the Company, 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 the
Company;

     

    (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 the Company then outstanding normally entitled to vote in
elections of directors;


    
      
         


      

      
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    (C)                   during
any period of 12 consecutive months, individuals who at the beginning of such
12-month period constituted the Company’s Board of Directors (together with any
new directors whose election by such Board or whose nomination for election by
the shareholders of the Company 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 Company’s Board
of Directors then in office; or

     

    (D)                   a
reorganization, merger or consolidation of the Company the consummation of which
results in the outstanding securities of any class of the Company’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
resulting from such reorganization, merger 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 the Company.

     

    (iv)                 “Earned Benefits” means any
(A) bonus that is payable to Executive pursuant to the terms of the 2008
Incentive Compensation Plan that has not been paid prior to the Termination
Date, (B) vacation time that has accrued prior to 2009 and has not been
used or paid as of the Termination Date, (C) other entitlements to cash
payments that have accrued and not been paid as of the Termination Date, and (D)
deferred compensation earned by Executive prior to
termination.  Notwithstanding other provisions of this Agreement
regarding the timing of payment of Earned Benefits, (x) the 2008 Incentive
Compensation Plan bonus will not be paid until the completion of the Company’s
audited consolidated financial statements for 2008, and (y) deferred
compensation will be paid as provided in the Company’s deferred compensation
plan.

     

    (v)         “LTIP Payment” means the
amount, if any, that would have been payable to Executive under the cash award
component of the 2008-2010 Long-Term Incentive Plan if he had remained employed
by the Company through December 31, 2010 multiplied by a fraction
(x) the numerator of which is the number of days starting January 1,
2008 through the Termination Date and (y) the denominator of which is the
number of days in the 2008-2010 Long-Term Incentive Plan.  The LTIP
Payment will be payable upon the completion of the Company’s audited
consolidated financial statements for 2010.

     

    (vi)                 “Person” and “Group” have the meanings
used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended, whether or not such sections apply to the transaction in
question.

     

    6.         Proprietary
Information Obligations.  Prior to and/or
while employed by the Company, 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 8) and the Company and
its affiliates, including but not limited to confidential and 


    
      
         


      

      
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    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 while employed
by the Company, or at any time thereafter, except as required in the course of
his employment hereunder or as authorized in writing by the
Company.  All files, records, documents, computer-recorded
information, drawings, specifications, equipment and similar items relating to
the Business or the Company or its affiliates, whether prepared by Executive or
otherwise coming into his possession prior to or while employed by the Company,
shall remain the exclusive property of the Company or such affiliate 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
his employment and no copies thereof shall be kept by Executive.

     

    7.         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 or
any of its affiliates by directly or indirectly soliciting, attempting to
solicit, inducing, or otherwise causing or assisting any person who is then
employed by the Company or any of its affiliates to terminate such employment in
order to become an employee, consultant or independent contractor to or for any
employer other than the Company or such affiliate.

     

    8.         Noncompetition.  Executive agrees
that while employed by the Company and during the 24 months after the
Termination Date, he 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
(i) similar to the Business (or any portion thereof) and would benefit from
the disclosure of the Company’s trade secrets or (ii) 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 any and all of the businesses in which the Company
is engaged as of the Termination Date.

     

    9.         Remedies.  Executive
acknowledges that a breach or threatened breach by Executive of any the
provisions of Sections 6, 7 or 8 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.


    
      
         


      

      
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    10.         Excise
Tax Gross-Up Payment.  If Executive’s
employment is terminated by the Company without Cause after a Change in Control
and Executive becomes subject to the excise tax imposed by Internal Revenue Code
(“Code”) 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 Code
Section 280G) exceeds 300% of the “base amount” (as such term is used under Code
Section 280G), 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; provided,
however, that the Company’s maximum tax gross-up payment under this
Section 10 shall not exceed $5,000,000.

     

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

     

    (c)         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 10, 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.

     

    (d)         If,
after the receipt by Executive of an amount advanced by the Company pursuant to
this Section 10, 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 10) 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 10, 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.

     

    11.         Code
Section 409A.  Notwithstanding
anything in this Agreement or elsewhere to the contrary:

     

    (a)         If
payment or provision of any amount or other benefit that is “deferred
compensation” subject to Section 409A of the Code at the time otherwise
specified in this Agreement or elsewhere would subject such amount or benefit to
additional tax pursuant to Section 409A(a)(1)(B) of the Code, and if payment or
provision thereof at a later date would avoid any such additional tax, then the
payment or provision thereof shall be postponed to the earliest date on which
such amount or benefit can be paid or provided without incurring any such
additional tax.  In the event this Section 11 requires a deferral of
any payment, such payment shall be accumulated and paid in a single lump sum on
such earliest date without interest.


    
      
         


      

      
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    (b)         If
any payment or benefit permitted or required under this Agreement, or otherwise,
is reasonably determined by either party to be subject for any reason to a
material risk of additional tax pursuant to Section 409A(a)(1)(B) of the Code,
including when final regulations are issued thereunder, then the parties shall
negotiate in good faith on appropriate provisions to avoid such risk without
materially changing the economic value of this Agreement to either
party.

     

    12.         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:

     

    Donald T.
Johnson Jr.

    3643
White Eagle Drive

    Naperville,
IL 60564

     

    With a
copy to

     

    Jeffrey
B. Rock

    Hasselberg,
Rock, Bell & Kuppler LLP

    4600
Brandywine Drive, Suite 200

    Peoria,
IL 61614-5591

    Facsimile:    (309)
688-9430

     

    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.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      (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 and contemporaneous oral and written
understandings and agreements with respect to the subject matter hereof,
including, without limitation, that certain Amended and Restated Executive
Employment Agreement dated as of February 8, 2008 between Executive and
ATC, 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 is intended to 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 not delegate any of his duties
hereunder and he may not assign any of his rights hereunder without the prior
written consent of the Company.

     

    (f)         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 he
or it may be entitled.

     

    (g)         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.

     

    (h)         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.

     

    (i)         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.

     

    [signature
page follows]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

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

     

    
      	 
      
	
              /s/
      Donald T. Johnson, Jr.

            
	
              Donald
      T. Johnson Jr.

               

               

            
	
              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.

     

    WHEREAS,
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;

     

    NOW,
THEREFORE, Employee agrees as follows:

     

    1.           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 (i) based upon facts
occurring after the date that Employee executes this General Release or (ii)
relating to benefits or payments to which Employee is entitled after the
Termination Date (as defined in that certain Executive Employment Agreement
dated as of January 1, 2009 between Employee and the Company) pursuant to
the Executive Employment Agreement.

     

    2.           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]