nn10kex10_16.htm


     

    EXHIBIT
10.16



    EXECUTIVE
EMPLOYMENT AGREEMENT

    


    THIS AGREEMENT is made as of
this 21st day
of August, 2006, by and between NN, Inc., a Delaware
Corporation with its principal place of business in Johnson City, Tennessee (the
“Company”), and Jeffrey H.
Hodge (the “Executive”).

    


    WITNESSETH:

    


    WHEREAS, the Company
recognizes the value of the Executive’s experience and expertise and desires to
continue in its employment of the Executive as Level 3 Manager of the Company;
and

    


    WHEREAS, the Executive wishes
to continue to be employed by the Company in such capacity; and

    


    WHEREAS, the Company and the
Executive mutually desire that their employment relationship be set forth under
the terms of this written Employment Agreement;

    


    NOW, THEREFORE, in
consideration of the foregoing and of the promises, covenants and mutual
agreements set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:

    


    
      	
              1.  

            	
              Employment.  The
      Company agrees to continue to employ the Executive, and the Executive
      agrees to continue to be employed by the Company, on the terms and
      conditions set forth herein.

            


    

    


    
      	
              2.  

            	
              Term of
      Employment.  The employment of the Executive by the
      Company as provided herein shall commence on August 21, 2006, and end on
      August 20, 2007 unless further extended or sooner terminated as
      hereinafter provided.  On August 20, 2007 and on August 20 of
      each year thereafter, the term of the Executive’s employment hereunder
      shall be extended automatically one (1) additional year, unless at least
      six (6) months prior to the date of such automatic extension the Company
      shall have delivered to the Executive or the Executive shall have
      delivered to the Company written notice that the term of the Executive’s
      employment hereunder shall not be
extended.

            


    

    


    
      	
              3.  

            	
              Position and
      Duties.  The Executive shall serve as the Level 3 Manager
      of the Company with responsibilities and authority as may from time to
      time be assigned by the Chief Executive Officer and/or the Board of
      Directors of the Company.  Executive agrees to perform
      faithfully and industriously the duties which the Company may assign to
      him. The Executive shall devote substantially all of his working time and
      efforts to the business affairs of the Company, to the exclusion of all
      other employment or business interest other than passive personal
      investments, charitable, religious or civic
      activities.  Executive may not engage, directly or indirectly,
      in any other business or businesses, whether or not similar to that of the
      Company, except with the consent of the Chief Executive Officer and the
      Board of Directors of the Company.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              4.  

            	
              Compensation and
      Benefits.  In consideration of the Executive’s
      performance of his duties hereunder, the Company shall provide the
      Executive with the following compensation and benefits during the term of
      his employment hereunder.

            


    

    


    
      	
              (a)  

            	
              Base
      Salary.  The Company shall pay to the Executive an
      aggregate base salary at a rate of 155,000 Dollars ($155,000) per annum,
      payable in accordance with the Company’s normal payroll
      practices.  Such base salary may be increased from time to time
      by the Board of Directors in accordance with the normal business practices
      of the Company.

            


    

    


    
      	
              (b)  

            	
              Expenses.  The
      Company, as applicable, shall promptly reimburse the Executive for all
      reasonable out-of-pocket expenses incurred by the Executive in his
      performance of services hereunder, including all such expenses of travel
      and entertainment, provided that such expenses are incurred, accounted for
      and documented in accordance with the Company’s regular policies and in
      compliance with IRS Guidelines.  The Company reserves the right
      to establish limits on the types or amounts of business expenses that the
      Executive may incur.

            


    

    


    
      	
              (c)  

            	
              Employee
      Benefits.  The Executive shall be entitled to continue to
      participate in all Company employee benefit plans for which he is
      eligible, subject to the rules and regulations applicable thereto, which
      were in effect on the date hereof (including, but not limited to, life,
      disability, and health insurance plans and programs and savings plans and
      programs) as such plans may continue or be altered by the Company Board of
      Directors from time to time at the Board’s
  discretion.

            


    

    


    
      	
              (d)  

            	
              Vacation and Other
      Absences.  The Executive shall receive reasonable and
      customary vacation in each calendar year during the term of this
      Agreement, in accordance with the Company's present
      policies.  The Executive shall also receive all paid absences
      for holidays or illnesses in accordance with the Company's applicable
      plans, policies or provisions.

            


    

    


    
      	
              5.  

            	
              Termination.  Except
      for the provisions of Paragraphs 7, 8, 9, 10, and 11, which shall continue
      in full force and effect, this Agreement shall terminate upon the first to
      occur of the following:

            


    

    


    
      	
              (a)  

            	
              The
      death of Executive;

            


    

    


    
      	
              (b)  

            	
              The
      permanent Disability of Executive, as defined in Paragraph
      6(a)(iv);

            


    

    


    
      	
              (c)  

            	
              Termination
      of Executive’s employment by Company "For Cause" as defined in
      Paragraph 6(a)(i);

            


    

    


    
      	
              (d)  

            	
              Separation
      From Service with the Company other than For Cause or Separation From
      Service with the Company by Executive with "Good Reason" as defined in
      Paragraph 6(a)(ii).  The Company reserves the right to terminate
      the Executive at any time, subject to the Company's obligation to pay the
      Executive Compensation as otherwise provided for herein;
  or

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              (e)  

            	
              Separation
      From Service with the Company following a "Change in Control" as defined
      in Paragraph 6(a)(iii) and as provided in Paragraph 6(d)(i);
      or

            


    

    


    
      	
              (f)  

            	
              Termination
      of employment with the Company by Executive without Good Reason, provided
      that Executive shall give written notice of his voluntary termination in
      accordance with Paragraph 6(a)(v).  Upon receipt of notice of
      intended termination given by Executive, the Company reserves the right to
      terminate the Executive's employment, effective
    immediately.

            


    

    


    
      	
              6.  

            	
              Compensation and
      Benefits in the Event of Termination or Separation From
      Service.  In the event of the termination of the
      Executive’s employment or a Separation From Service, as applicable, during
      the term of this Agreement or any renewal thereof, compensation and
      benefits shall be paid as set forth
below.

            


    

    


    
      	
              (a)  

            	
              Definitions.  For
      purposes of this Agreement, the following terms shall have the meanings
      indicated:

            


    

    


    
      	
              (i)  

            	
              The
      term "For Cause" shall include, but shall not be limited to (A) the
      failure of the Executive to perform the Executive's duties under this
      Agreement (other than as a result of physical or mental illness or
      injury), which failure, if correctable, and provided it does not
      constitute willful misconduct or gross negligence described in Subsection
      B below, remains uncorrected for 10 days following written notice to
      Executive by the President or the Board of Directors of the Company of
      such breach; (B) willful misconduct or gross negligence by the Executive,
      in either case that results in material damage to the business or
      reputation of the Company; (C) a material breach by Executive of this
      Agreement which, if correctable, remains uncorrected for 10 days following
      written notice to Executive by the Board of Directors of the Company of
      such breach; or (D) the Executive is convicted of a felony or any other
      crime involving moral turpitude (whether or not in connection with the
      performance by Executive of his duties under this
    Agreement).

            


    

    


    
      	
              (ii)  

            	
              The
      term "Good Reason" shall mean
either:

            


    

    


    
      	
               
      

            	
              (A)

            	
              assignment
      to the Executive of any duties inconsistent with Executive's position
      duties, responsibilities, title or office, or any other action by the
      Company that results in a material diminution in the Executive's position,
      authority, duties or responsibilities, excluding in each case any
      assignment or action that is remedied by the Company within 10 days after
      receipt of notice thereof from the Executive;
or

            


    

    


    
      	
               
      

            	
              (B)

            	
              any
      material failure by the Company to comply with this Agreement, other than
      a failure that is remedied by the Company within 10 days after receipt of
      notice thereof from the Executive.

            


    

    


    
      
        
           

        

         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              (iii)  

            	
              The
      term “Change in Control” shall mean
either:

            


    

    


    
      	
              (A)  

            	
              A
      person, corporation, entity or group (1) makes a tender or exchange offer
      for the issued and outstanding voting stock of the Company and
      beneficially owns fifty percent (50%) or more of the issued and
      outstanding voting stock of the Company after such tender or exchange
      offer, or (2) acquires, directly or indirectly, the beneficial ownership
      of fifty percent (50%) or more of the issued and outstanding voting stock
      of the Company in a single transaction or a series of transactions (other
      than any person, corporation, entity or group for which a Schedule 13G is
      on file with the Securities and Exchange Commission, so long as such
      person, corporation, entity or group has beneficial ownership of less than
      fifty percent (50%) of the issued and outstanding voting stock of the
      Company); or

            


    

    


    
      	
              (B)  

            	
              The
      Company is a party to a merger, consolidation or similar transaction and
      following such transaction, fifty percent (50%) or more of the issued and
      outstanding voting stock of the resulting entity is not beneficially owned
      by those persons, corporations or entities that constituted the
      stockholders of the Company immediately prior to the transaction;
      or

            


    

    


    
      	
              (C)  

            	
              The
      Company sells fifty percent (50%) or more of its assets to any other
      person or persons (other than an affiliate or affiliates of the Company);
      or

            


    

    


    
      	
               
      

            	
              (D)

            	
              Individuals  who,
      as of the date hereof, constitute the Board (the "Incumbent Board") cease
      for any reason to constitute at least seventy-five percent (75%) of the
      Board of Directors of the Company; provided, however, that any individual
      becoming a director subsequent to the date hereof, whose election or
      nomination was approved by a majority of the directors than comprising the
      Incumbent Board, shall be considered a member of the Incumbent Board, but
      not including any individual whose initial board membership is a result of
      an actual or threatened election contest (as that term is used in Rule
      14a-11 promulgated under the Securities Act of 1934, as amended) or an
      actual or threatened solicitation of proxies or consents by or on behalf
      of a party other than the Board.

            


    

    


    It is not
intended that a Change of Control will serve as an event which entitles
Executive to any payment hereunder.

    


    
      	
              (iv)  

            	
              The
      term “Disability” shall mean the Executive’s failure to satisfactorily
      perform his regular duties on behalf of the Company on a full-time basis
      for one hundred and twenty (120) days during any three hundred and sixty
      (360) day period, by reason of the Executive’s incapacity due to physical
      or mental illness.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              (v)  

            	
              The
      term “Notice of Termination” shall mean a written notice which shall
      include the specific termination provision under this Agreement relied
      upon, and shall set forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of the Executive’s
      employment.  Any purported termination of the Executive’s
      employment hereunder by action of either party shall be communicated by
      delivery of a Notice of Termination to the other party.  Any
      termination by Executive of his employment without Good Reason shall be
      made on not less than 14 days'
notice.

            


    

    


    
      	
              (vi)  

            	
              The
      term “Separation From Service” shall have the meaning contemplated in
      guidance issued by the U. S. Department of the Treasury for purposes of
      applying the provisions of Section 409A of the Internal Revenue
      Code.

            


    

    


    (vii)   The term “Specified Employee” shall have
the meaning contemplated bySection  409A(a)(2)(B)(i) of the
Internal Revenue Code and guidance issued  thereunder by the U. S.
Department of the Treasury.

    


    
      	
              (b)  

            	
              Separation From
      Service By Company Not For Cause Or By Executive With Good Reason Prior To
      A Change Of Control.  In the event Executive incurs a
      termination of employment by action of the Company without Cause prior to
      a Change of Control, or by the Executive with Good Reason prior to a
      Change in Control, then upon a Separation From Service the Executive shall
      be entitled to receive:  (1) The annual salary due to him
      through the date of termination of his employment which occurs in
      connection with the Separation From Service.  In addition,
      Executive shall be entitled to receive a lump sum amount equal to his
      Annual Salary in effect on the date of termination of his employment which
      occurs in connection with the Separation From Service, payable (except as
      provided in Paragraph 6(e)) within seventy-five (75) days of said
      Separation From Service.  (2) Any vested rights of Executive
      shall be paid to Executive in accordance with the Company's plans,
      programs or policies.  (3) The Company shall promptly reimburse
      Executive for any and all reimbursable business expenses (to the extent
      not already reimbursed) upon Executive's properly accounting for the
      same.  (4) The Company shall (except as provided in Paragraph
      6(e)) promptly reimburse Executive for Executive's payment of the COBRA
      premium required in order to continue coverage for Executive and his
      family under the Company's existing benefit plans until the first
      anniversary of the date the COBRA continuation period begins or until
      Executive becomes eligible for similar coverage under the terms of new
      employment undertaken by Executive, whichever first occurs; and provided
      further, that the terms of the Company's benefit plans shall be subject to
      amendment during such period, to the extent that such amendments are
      applicable to the executive officers of the Company
    generally.

            


    

     

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              Termination By The
      Company For Cause Or By The Executive Without Good
      Reason.  In the event the Executive’s employment
      hereunder is terminated (A) by action of the Company for Cause; (B) by
      action of the Executive without Good Reason; or (C) by reason of the
      Executive’s death, Disability or retirement, the following compensation
      and benefits shall be paid and provided the Executive (or his
      beneficiary)::

            


    

    


    
      	
              (1)  

            	
              The
      Executive’s annual salary provided under Paragraph 5(a) through the date
      of termination, at the annual rate in effect at the time the Notice of
      Termination is given (or death occurs), to the extent unpaid prior to such
      Date of Termination;

            


    

    


    
      	
              (2)  

            	
              Any
      vested rights of Executive shall be paid to Executive or in accordance
      with the Company's plans, programs or policies.  Without
      limiting the foregoing, in the event of the termination of Executive's
      employment due to death or disability, the rights and benefits of
      Executive (or his designated beneficiary or representatives, as
      applicable) under any Company life, health and long-term disability plans
      and policies shall be determined in accordance with the terms and
      provisions of such plans and policies;
and

            


    

    


    
      	
              (3)  

            	
              The
      Company shall promptly reimburse Executive for any and all reimbursable
      business expenses (to the extent not already reimbursed) upon Executive's
      properly accounting for the same.

            


    

    


    
      	
              (d)  

            	
              Separation From
      Service Following a Change of
Control

            


    

    


    
      	
               
      

            	
              (i)

            	
              Severance
      Benefits.  In the event that Executive incurs a
      termination of employment coincident with or followed by a Separation From
      Service, in either event within two (2) years following a "Change of
      Control" (as defined in Paragraph 6(a)(iii)) and such
      termination or Separation From Service is either (i) Without Cause (as
      defined below), or (ii) is a
      Constructive Termination (as defined below), Executive shall receive, in
      addition to all compensation due and payable to or accrued for the benefit
      of Executive:

            


    

    


    
      	
               
      

            	
              (A)

            	
              a
      lump sum payment equal to an amount set forth on Schedule A to
      this Agreement ("Severance Payment").  The Severance payment
      shall be made by wire transfer or immediately available funds to an
      account designated by Executive within seven (7) business days following
      the date of the Separation From Service, except as provided in Paragraph
      6(e) with respect to payments to Specified
  Employees;

            


    

    


    
      	
               
      

            	
              (B)

            	
              a
      payment equal to the annual bonus to which Executive would have been
      entitled but for Executive's termination of employment in connection with
      the Separation From Service, for the year of Executive's termination;
      pro-rated for the portion of the year during which he was employed by the
      Company (“Pro-rated Bonus”).  The Pro-rated Bonus shall be
      payable to Executive within seventy-five (75) days following Executive's
      Separation From Service, except as provided in Paragraph 6(e);
      and

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
               (C)

            	
              for
      a period of twelve months after such termination (the "Coverage Period"),
      medical, dental, prescription drug, life, accidental death and disability
      insurance coverage substantially similar to the coverage which Executive
      was receiving or entitled to receive immediately prior to the date of the
      termination of Executive's employment ("Insurance Benefits”), to the
      extent permitted by the terms of each particular existing benefit plan
      and, if not so permitted, the Company shall, except as provided in
      Paragraph 6(e),  promptly reimburse Executive for Executive's
      payment of the COBRA premium required in order to continue coverage for
      Executive and his family under the Company's existing benefit
      plans.  Notwithstanding the foregoing, Executive shall not be
      entitled to receive the Insurance Benefits (or a portion thereof) to the
      extent that Executive obtains other employment that provides equal or
      greater benefits during the Coverage
Period.

            


    

    


    The
Severance Payment, Pro-rated Bonus and Insurance Benefits are collectively
referred to in this Agreement as the "Severance Benefit."

    


    (ii)           Termination or Separation
From Service Without Cause.  For purposes of this subparagraph
6(d), "Without Cause" shall mean termination of Executive by the Company for
reasons other than: (i) the willful, persistent failure of Executive (after
thirty (30) days written notice and a reasonable opportunity to cure ) to
perform his material duties for reasons other than death or disability; (ii) the
breach by Executive of any material provision of this Agreement; or (iii)
Executive's conviction of a felony involving dishonesty, deceit or moral
turpitude by a trial court of competent jurisdiction, whether or not appeal is
taken.

    


    (iii)           Constructive
Termination.  For purposes of this subparagraph 6(d)
"Constructive Termination" shall mean: (1) a material, adverse change of
Executive's responsibilities, authority, status, position, offices, titles,
duties or reporting requirements (including directorships); (2) an adverse
change in Executive's annual compensation and benefits; (3) a requirement to
relocate in excess of fifty (50) miles from the Executive's then current place
of employment; or (4) the breach by the Company of any material provision of
this Agreement, other than a breach that is remedied by the Company within 10
days after receipt of notice thereof from Executive.  For purposes of
this definition, Executive's responsibilities, authority, status, position,
offices, titles, duties and reporting requirements are to be determined as of
the date of this Agreement.

    


    (iv)           Other Severance
Benefits.  The Severance Benefit payable to Executive pursuant
to this subparagraph 6(d) shall be reduced by any severance benefits to which
Executive is entitled under the Company's severance policies for terminated
employees generally or any termination payments otherwise payable under this
Agreement.

     

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (v)           Excise
Tax.

    


    
      	
               
      

            	
              (A)

            	
              Notwithstanding
      anything to the contrary set forth in this Agreement, in no event shall a
      Severance Benefit payable pursuant to this Paragraph 6(d) exceed an amount
      equal to the lesser of (i) 2.99 times the "base amount" (as defined in
      Section 280G(b)(3) of the Internal Revenue Code) of Executive's
      compensation, or (ii) such other amount which would constitute a
      "parachute payment" (as defined in Section 280G of the
      Code).  In the event that it shall be determined that any
      Severance Benefit to Executive (whether paid or payable or distributed or
      distributable) would be subject to the excise tax imposed by Section 4999
      of the Code, or any successor provision thereto (the "Excise Tax"), then
      Executive shall be entitled to receive from the Company an additional
      payment (the "Gross-Up Payment”) in an amount such that the net amount of
      the Severance Benefit and the Gross-Up Payment retained by the Executive
      after calculation and deduction of all Excise Taxes (including any
      interest or penalties imposed with respect to such taxes) or the Gross-Up
      Payment provided for in this Section, and taking into account any lost or
      reduced tax deductions on account of the Gross-Up payment, shall be equal
      to the Severance Benefit.

            


    

    


    
      	
               
      

            	
              (B)

            	
              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
      the Gross-Up Payment.  Such notification shall be given as soon
      as practicable 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, interest and/or
      penalties 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:

            


    

    


    
      	
               
      

            	
              (1)

            	
              give
      the Company any information reasonably requested by the Company relating
      to such claim;

            


    

    


    
      	
               
      

            	
              (2)

            	
              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;

            


    

     

    
 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (3)

            	
              cooperate
      with the Company in good faith in order to effectively contest such claim;
      and

            


    

    


    
      	
               
      

            	
              (4)

            	
              permit
      the Company to participate in any proceedings relating to such
      claims;

            


    

    


    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 Executive for and hold Executive harmless from, on an after-tax basis,
any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of all related
costs and expenses.  Without limiting the foregoing provisions of this
section, the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo 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 Executive for and hold Executive
harmless from, on an after-tax basis, 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 (including as
a result of any forgiveness by the Company of such advance); provided, further, that any
extension of the statute of limitations relating to the 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)  

            	
              Payments to Specified
      Employees.   Notwithstanding the foregoing
      provisions which normally require payment of certain elements of
      compensation within a stated period after a Separation From Service, in no
      event shall any payment to a Specified Employee of compensation which is
      subject to Internal Revenue Code Section 409A be made prior to the date
      which is six (6) months and one (1) day after the date of such Separation
      From Service.  Any amount otherwise required to be paid within
      such payment suspension period shall be paid in a lump sum on the date the
      suspension period lapses or, if such date is not a regular business day of
      the Company, on the first regular business day of the Company which
      follows the expiration of the payment suspension
  period.

            


    

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
              (f)  

            	
              Continuation of
      Benefits.  Following the termination of Executive’s
      employment hereunder, the Executive shall have the right to continue in
      the Company’s group health insurance plan or other Company benefit program
      as may be required by COBRA or any other federal or state law or
      regulation.

            


    

    


    
      	
               
      

            	
                      
      (g)

            	
              Limit on Company
      Liability.  Except as expressly set forth in this
      Paragraph 6, the Company shall have no obligation to Executive under this
      Agreement following a termination of Executive's employment with the
      Company.  Without limiting the generality of the provision of
      the foregoing sentence, the Company shall not, following a termination of
      Executive's employment with the Company, have any obligation to provide
      any further benefit to Executive or make any further contribution for
      Executive's benefit except as provided in this paragraph
  6.

            


    

    


    
      	
              7.  

            	
              Disclosure of
      Confidential Information.  The Company has developed
      confidential information, strategies and programs, which include customer
      lists, prospects, lists, expansion and acquisition plans, market research,
      sales systems, marketing programs, computer systems and programs, product
      development strategies, manufacturing strategies and techniques, budgets,
      pricing strategies, identity and requirements of national accounts,
      customer lists, methods of operating, service systems, training programs
      and methods, other trade secrets and information about the business in
      which the Company is engaged that is not known to the public and gives the
      Company an opportunity to obtain an advantage over competitors who do not
      know of such information (collectively, "Confidential
      Information").  In performing duties for the Company, Executive
      regularly will be exposed to and work with Confidential
      Information.  Executive acknowledges that such Confidential
      Information is critical to the Company's success and that the Company has
      invested substantial sums of money in developing the Confidential
      Information.  While Executive is employed by the Company and
      after such employment ends for any reason, Executive will never reproduce,
      publish, disclose, use, reveal, show or otherwise communicate to any
      person or entity any Confidential Information unless specifically directed
      by the Company to do so in writing.  Executive agrees that
      whenever Executive's employment with the Company ends for any reason, all
      documents containing or referring to Confidential Information as may be in
      Executive's possession or control will be delivered by Executive to the
      Company immediately, with no request being
  required.

            


    

    


    
      	
              8.  

            	
              Non-Interference with
      Personnel Relations.  While Executive is employed by the
      Company and for twenty-four (24) months after such employment ends for any
      reason, Executive acting either directly or indirectly, or through any
      other person, firm, or corporation, will not hire contract with or employ
      any employee of the Company or induce or attempt to induce or influence
      any employee of the Company to terminate employment with the
      Company.  However, this provision shall not apply to Executive
      in the case of the solicitation of his or her immediate family
      members.

            


    

     

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              9.  

            	
              Non-Competition.  While
      Executive is employed by the Company and for twenty-four (24) months after
      such employment ends for any reason, Executive will not, directly or
      indirectly, or through any other person, firm or corporation (i) be
      employed by, consult for, have any ownership interest in or engage in any
      activity on behalf of any competing business, or (ii) call on, solicit or
      communicate with any of the Company's customers (whether actual or
      potential) for the purpose of selling precision steel balls and rollers
      and other related items to such customer other than for the benefit of the
      Company.  As used in this Agreement, the term "competing
      business" means a business that is a manufacturer and supplier of
      precision steel balls and rollers to anti-friction bearing manufacturers
      (excluding any ball and roller manufacturers who manufacture such products
      for use in their business or the business of their affiliates and do not
      supply such products to third parties) and the term "customer" means any
      customer (whether actual or potential) with whom Executive or any other
      employee of the Company had business contact on behalf of the Company
      during the eighteen (18) months immediately before Executive's employment
      with the Company ended.  Notwithstanding the foregoing, this
      paragraph shall not be construed to prohibit Executive from owning less
      than five percent (5%) of the outstanding securities of a corporation
      which is publicly traded on a securities exchange or
      over-the-counter.

            


    

    


    
      	
              10.  

            	
              Notification to
      Subsequent Employers.  Executive grants the Company the
      right to notify any future employer or prospective employer of Executive
      concerning the existence of and terms of this Agreement and grants the
      Company the right to provide a copy of this Agreement to any such
      subsequent employer or prospective
employer.

            


    

    


    
      	
              11.  

            	
              Company Proprietary
      Rights.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Company to Retain
      Rights.  Executive agrees that all right, title and
      interest of every kind and nature whatsoever in and to copyrights,
      patents, ideas, business or strategic plans and concepts, studies,
      presentations, creations, inventions, writings, properties, discoveries
      and all other intellectual property conceived by Executive during the term
      of this Agreement and pertaining to or useful in or to (directly or
      indirectly) the activities of the Company (collectively, "Company
      Intellectual Property") shall become and remain the exclusive property of
      the Company, and Executive shall have no interest
  therein.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Further
      Assurances.  At the request of the Company, Executive
      shall, at the Company's expense but without additional consideration,
      execute such documents and perform such other acts as the Company may deem
      necessary or appropriate to vest in the Company or its designee such title
      as Executive may have to all Company Intellectual Property in which
      Executive may be able to claim any rights by virtue of his employment
      under this Agreement.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Return of
      Material.  Upon the termination of the Executive's
      employment under this Agreement, the Executive will promptly return to the
      Company all copies of information protected by Paragraph 11(a) hereof
      which are in his possession, custody or control, whether prepared by him
      or others, and the Executive agrees that he shall not retain any of
      same.

            


    

     

    
 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
              12.  

            	
              Representation and
      Warranty of Executive.  Executive represents and warrants
      to the Company that he is not now under any obligation, of a contractual
      nature or otherwise, to any person, partnership, company or corporation
      that is inconsistent or in conflict with this Agreement or which would
      prevent, limit or impair in any way the performance by him of his
      obligations hereunder.

            


    

    


    
      	
              13.  

            	
              Withholding.  Any
      provision of this Agreement to the contrary notwithstanding, all payments
      made by the Company hereunder to the Executive or his estate or
      beneficiaries shall be subject to the withholding of such amounts, if any,
      relating to tax and other payroll deductions as the Company may reasonably
      determine should be withheld pursuant to any applicable law or
      regulation.  In lieu of withholding such amounts, the Company
      may accept other provisions, provided that it has sufficient funds to pay
      all taxes required by law to be withheld in respect of any or all such
      payments.

            


    

    


    
      	
              14.  

            	
              Mitigation.  The
      Company's obligation to make the payments provided for in this Agreement
      and otherwise to perform its obligations hereunder shall not be affected
      by any set-off, counterclaim, recoupment, defense or other claim, right or
      action which the Company may have against Executive or
      others.  In no event shall Executive be obligated to seek other
      employment or take any other action by way of mitigation of the amounts
      payable to Executive under any of the provisions of this agreement and
      such amounts shall not be reduced whether or not Executive obtains other
      employment.

            


    

    


    
      	
              15.  

            	
              Notices.  All
      notices, requests, demands and other communications provided for by this
      Agreement shall be in writing and shall be sufficiently given if and when
      mailed in the continental United States by registered or certified mail,
      or personally delivered to the party entitled thereto, at the address
      stated below or to such changed address as the addressee may have given by
      a similar notice:

            


    

    
    

     

     

    
 

    
      	 To
      the Company:	 	 President
	 	 	 NN,
      Inc.
	 	 	 2000
      Waters Edge Drive 
	 	 	 Johnson
      City, TN  37604
	 	 	 
	
              To
      the Executive:

            	 
      	
              Jeffrey
      H. Hodge

            
	 
      	 
      	
              _______________

            
	 
      	 
      	
              _______________

            
	 
      	 
      	 
      


    

    
      	
              16.  

            	
              Successors:  Binding
      Agreement.  The Company shall require any successor
      (whether direct or indirect, by purchase, merger, consolidation or
      otherwise) to all or substantially all of the business and/or assets of
      the Company, by agreement in the form and substance satisfactory to the
      Executive, to expressly assume and agree to perform this Agreement in the
      same manner and to the same extent that the Company would be required to
      perform it if no such succession had taken place.  Failure of
      the Company to obtain such agreement prior to the effectiveness of any
      such succession shall be a breach of this Agreement.  For
      purposes of this Agreement, “Company” shall include any successor to its
      business and/or assets as aforesaid which executes and delivers the
      agreement provided for in this Section or which otherwise becomes bound by
      all the terms and provisions of this Agreement by operation of
      law.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.  If the Executive should die
while any amount would still be payable to him hereunder if he had continued to
live, all such amounts, except to the extent otherwise provided under this
Agreement, shall be paid in accordance with the terms of this Agreement to his
devisee, legatee or other designee, or if there be no such designee, to the
Executive’s estate.

    


    
      	
              17.  

            	
              Modification, Waiver
      or Discharge.  No provision of this Agreement may be
      modified or discharged unless such modification or discharge is authorized
      by the Board of Directors of the Company and is agreed to in writing,
      signed by the Executive and by an officer of the Company duly authorized
      by the Board.  However, the Company may unilaterally revise the
      provisions of this Agreement governed by the provisions of Internal
      Revenue Code Section 409A in order to make the Agreement compliant
      therewith.  No waiver by either party hereto of any breach by
      the other party hereto of any condition or provision of this Agreement to
      be performed by such other party will be deemed a waiver of similar or
      dissimilar provisions or conditions at the time or at any time or at any
      prior or subsequent time.

            


    

    


    
      	
              18.  

            	
              Entire
      Agreement.  This Agreement constitutes the entire
      understanding of the parties hereto with respect to its subject matter and
      supersedes all prior agreements between the parties hereto with respect to
      its subject matter, including, but not limited to, all employment
      agreements, change of control agreements, non-competition agreements or
      any other agreement related to Executive's employment with the Company;
      provided, however, nothing herein shall affect the terms of the
      Indemnification Agreement entered into between the Company and Executive
      dated May 15, 2006, which shall continue and remain in full force and
      effect.

            


    

    


    
      	
              19.  

            	
              Governing
      Law.  The validity, interpretation, construction and
      performance of this Agreement shall be governed by the laws of the State
      of Tennessee to the extent federal law does not
  apply.

            


    

    


    
      	
              20.  

            	
              Resolution of
      Disputes.  Any dispute or claim arising out of or
      relating to this Agreement shall be settled by final and binding
      arbitration in Johnson City, Tennessee in accordance with the Commercial
      Arbitration rules of the American Arbitration Association, and judgment
      upon the award rendered by the arbitrators may be entered in any court
      having jurisdiction thereof.  The fees and expenses of the
      arbitration panel shall be equally borne by the Company and
      Executive.  Each party shall be liable for its own costs and
      expenses as a result of any dispute related to this
    Agreement.

            


    

    


    
      	
              21.  

            	
              Validity.  The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of the other provisions of this
      Agreement, which latter provisions shall remain in full force and
      effect.

            


    

     

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              22.  

            	
              No Adequate Remedy At
      Law; Costs to Prevailing Party.  The Company and the
      Executive recognize that each party may have no adequate remedy at law for
      breach by the other of any of the agreements contained herein, and
      particularly a breach of Paragraphs 7, 8, 9, or 11, and, in the event of
      any such breach, the Company and the Executive hereby agree and consent
      that the other shall be entitled to injunctive relief or other appropriate
      remedy to enforce performance of such
  agreements.

            


    

    


    
      	
              23.  

            	
              Non-Assignability.  This
      Agreement, and the rights and obligations of the parties hereunder, are
      personal and neither this Agreement, nor any right, benefit or obligation
      of either party hereto, shall be subject to voluntary or involuntary
      assignment, alienation  or transfer, whether by operation of law
      or otherwise, without the prior written consent of the other party;
      provided, however, that the Company may assign this Agreement in
      connection with a merger or consolidation involving the Company or a sale
      of substantially all of its assets to the surviving corporation or
      purchaser, as the case may be, so long as such assignee assumes the
      Company's obligations hereunder.

            


    

    


    
      	
              24.  

            	
              Headings.  The
      section headings contained in this Agreement are for convenience of
      reference only and will not be deemed to control or affect the meaning or
      construction of any provision of this Agreement.  Reference to
      Paragraphs are to Paragraphs in this
Agreement.

            


    

    


    
      	
              25.  

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed to be an original, but of which together will constitute one and
      the same instrument.

            


    

    


    IN WITNESS WHEREOF, the
Executive and the Company (by action of its duly authorized officers) have
executed this Agreement as of the date first above written.

    


    


    
      	 
      	 
      	 
      	
               

              NN,
      INC.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By: 
      /s/Roderick R.
      Baty

            
	 
      	 
      	 
      	       
       Roderick
      R. Baty, Chairman/CEO
	
              Attest:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              EXECUTIVE:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	       
      /s/Jeffrey H.
    Hodge
	 
      	 
      	 
      	
                     
      Jeffrey H. Hodge

            
	 
      	 
      	 
      	 
      


    

    


    



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Schedule
A

    


    


    


    Executive's Severance Payment shall be
a lump sum payment equal to:

    


    1.           2.0
times Executive's base salary (as of the date of Executive's termination);
plus

    


    2.           1.0
times Executive's median bonus available at the following bonus target
percentage:  40%.

    



    
      
         


      

      
        15