Exhibit 10.15 

EMPLOYMENT AGREEMENT 

    
This Employment Agreement (“Agreement”) is between Williams Controls,
Inc. ("Employer") and Mark Koenen (“Employee”). 

    
1. Position and Duties. Employee hereby agrees to continue working for Employer as
Vice President of Sales and Marketing. Employee’s duties include all those
duties usually associated with this position, as well as any other duties
reasonably assigned to Employee by Employer. The Employee agrees to devote his
best efforts and full business time to his work for Employer and to comply with
Employer's scheduling, policies, rules and regulations. 

    
2. Base Compensation. Employer shall pay Employee a base salary of $130,000 per
year (“Base Salary”) for all work performed under this Agreement. $3,000 of the
base compensation shall be paid in the form of Williams Controls, Inc. stock
each May 1. The stock shall be valued at the average price for the month of
April of the same year the stock transfer is made. Employee is an exempt
employee for purposes of federal and state wage and hour laws and is therefore
not entitled to overtime pay. Employer may adjust Employee’s Base Compensation without formally amending this Agreement in
writing. 

    
3. Bonus Compensation. Employee will continue to participate in Employer’s annual
bonus program at the same level as similarly situated employees. Employer
reserves the right to modify or eliminate the bonus program in its sole
discretion.

    
4. Benefits. Employee is entitled to such employee benefits generally available to
similarly situated employees of Employer to the extent and on the same terms
generally available to similarly situated employees of Employer.

    
5. Term. Employee is employed by Employer “at-will,” meaning either Employer or
Employee may terminate Employee’s employment at any time, for any or no reason.
If Employee’s employment is terminated for Cause or due to death, or if Employee
resigns without Good Reason, Employee will be paid compensation and benefits
through his last day of employment and no further compensation or benefits will
be due Employee, except for statutory benefits, such as COBRA coverage, or
previously earned but unpaid benefits, such as an account balance in a qualified
retirement plan, or benefits under the Employer’s short or long term disability
programs or life insurance benefits, if applicable. If Employee is terminated
without Cause or due to Disability or if Employee resigns with Good Reason, and
provided Employee first executes a Release of Claims in a form satisfactory to
Employer, Employee shall receive compensation and benefits through his last day
of work plus severance benefits of (a) severance pay equal to six (6) month’s
Base Salary paid at the highest rate of Base Salary (pro-rated) Employee earned
at any time during his employment with Employer less deductions and withholdings
required by law or authorized by Employee, paid in equal installments over six
(6) months on the Employer’s regular paydays, and (b) if Employee elects COBRA
coverage, Employer-paid COBRA for the six (6) months for which Employee receives
severance pay; except that in the event of termination due to Disability,
Employee’s severance pay will be reduced by the amount Employee receives from
any short or long-term disability plans, social security disability and/or
unemployment compensation. If Employee provides less than thirty (30) days’
notice of his resignation for any reason, he will not receive any severance
benefits to which he might otherwise have been entitled. 

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          For
purposes of this Agreement, “Cause” means: (a) Employee’s continued refusal or
failure to perform the duties assigned to him ten (10) days after receiving
notice from the Employer of such refusal or failure to perform; (b) chemical or
alcohol dependency which interferes with Executive’s performance of his
employment duties; (c) any act of disloyalty or breach of responsibilities to
the Employer by the Executive, such as theft, breach of the Confidentiality
Agreement or Employee Invention and Disclosure Agreement executed on June 8,
2006, or other unauthorized disclosure or use of confidential information for
other than the Employer’s interest, or competing with the Employer while
employed by the Employer; (d) conduct which causes harm or may reasonably be
expected to cause harm to the Employer’s reputation, such as arrest or
indictment for, conviction of or a plea of guilty or nolo contendre to a felony or a
conviction of a misdemeanor involving theft or resulting in incarceration for
more than one week; (e) sexual harassment or discrimination by Employee; and (f)
violation of state or federal securities laws, rules or regulations relating to
the Employer’s stock. 

          For
purposes of this Agreement, “Good Reason” means: (a) relocation of Employee’s
place of work to more than fifty (50) miles from Tigard, Oregon, if Employee
does not consent to relocating; (b) a material reduction Employee’s compensation
or benefits, unless agreed to by Employee; or (c) a material reduction in
Employee’s duties, responsibilities or authority. If Employee intends to resign
for Good Reason, he must notify the Employer in writing of his intention to
resign and the specific circumstances he believes constitutes Good Reason at
least ninety (90) days before the effective date of his resignation. If the
Employer cures the circumstances giving rise to Good Reason before the end of
the ninety (90) days, Employee may not resign with Good Reason.

          For
purposes of this Agreement, “Disability” means a termination of employment due
to Employee’s inability to perform one or more of the essential functions of his
position, with or without reasonable accommodation, for a period of more than
ninety (90) consecutive days, as a result of a physical or mental condition as
determined in good faith by the Employer and consistent with the Employer’s
rights and obligations under applicable law. 

    
6. Noncompetition, Nonsolicitation and
Nondisparagement. Employee agrees that during
the period he is receiving the severance benefits described in Paragraph 5 (a)
he will not compete with the Employer for himself or on behalf of another as an
employee, owner, consultant or in any other capacity, in any geographic area in
which the Employer conducts business, and (b) he will not solicit any customer,
supplier, contractor, vendor or employee of Employer to change its relationship
with Employer. Employee further agrees that he will not disparage Employer or
its related entities, or any of their officers, directors, shareholders, members
or employees at any time during or after his employment with Employer. The
Employer’s obligation to pay severance benefits to Employee terminates on the
first day Employee violates any of his obligations under this paragraph and
Employee must return to Employer any severance benefits paid to him by the
Employer on or after the first day Employee violates any of his obligations
under this paragraph. 

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     7. Governing Law and Dispute
Resolution. This Agreement shall be governed
by the laws of the State of Oregon. Any action to enforce, interpret or construe
this Agreement or otherwise arising from the employment relationship between
Employer and Employee must be brought in the Circuit Court of Oregon or U.S.
District Court for the District of Oregon. 

     8. Scope of Agreement. Except for Employer policies, procedures and plans
referenced in this Agreement or as otherwise provided herein, this Agreement
supersedes all prior verbal and written agreements between the parties
concerning the terms and conditions of Employee’s employment, termination and
post-termination rights and benefits, except to the extent any prior agreements
protect the Employer’s intellectual property, trade secrets, proprietary or
confidential information and/or restrictions on Employee’s post-employment
activities (non-compete) such as the Confidentiality Agreement or Employee
Invention and Disclosure Agreement executed by Employee on June 8, 2006.


IT IS SO AGREED:

	WILLIAMS CONTROLS, INC.		MARK
      KOENEN	 
	 	 	 	 
	 	     	
	By: 	 	 	 
		 		
	Title: 	 	 	 
			 	
	Date: 	 	 	Date: 	 	 



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