5. Fringe Benefits.          (a) Medical, Health, Dental, Disability and Life Coverage. The Employee shall beeligible to participate in any medical, health, dental, disability and life insurance policy ineffect for senior management of the Company (collectively, the “Senior Management”).          (b) Incentive Bonus and Stock Ownership Plans. The Employee shall be entitled toparticipate in any incentive bonus or other incentive compensation plan developed generally for theSenior Management of the Company, on a basis consistent with Employee’s position and level ofcompensation with the Company. The Employee shall also be entitled to participate in any incentivestock option plan or other stock ownership plan developed generally for the Senior Management ofthe Company, on a basis consistent with Employee’s position and level of compensation with theCompany.          (c) Reimbursement for Reasonable Business Expenses. Subject to the terms andconditions of the Company’s expense reimbursement policy, the Company shall pay or reimburse theEmployee for reasonable expenses incurred by Employee in connection with the performance ofEmployee’s duties pursuant to this Agreement, including, but not limited to, travel expenses,expenses in connection with seminars, professional conventions or similar professional functionsand other reasonable business expenses.     6. Termination of Employment.          (a) Termination for Cause, Disability or Death. During the term of this Agreement,the Company shall be entitled to terminate the Employee’s employment at any time upon the“Disability” of the Employee or for “Cause” upon notice to the Employee. The Employee’s employmenthereunder shall automatically terminate upon the death of the Employee. For purposes of thisAgreement, “Disability” shall mean a physical or mental sickness or any injury which renders theEmployee incapable of performing the essential functions of Employee’s job (with or withoutreasonable accommodations) and which does or may be expected to continue for more than 4 monthsduring any 12-month period. In the event Employee shall be able to perform the essential functionsof Employee’s job (with or without reasonable accommodations) following a period of disability, anddoes so perform such duties, or such other duties as are prescribed by the President of theCompany, for a period of three continuous months, any subsequent period of disability shall beregarded as a new period of disability for purposes of this Agreement. The Company and theEmployee shall determine the existence of a Disability and the date upon which it occurred. In theevent of a dispute regarding whether or when a Disability occurred, the matter shall be referred toa medical doctor selected by the Company and the Employee. In the event of their failure to agreeupon such a medical doctor, the Company and the Employee shall each select a medical doctor whotogether shall select a third medical doctor who shall make the determination. Such determinationshall be conclusive and binding upon the parties hereto.
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               The Company may terminate the Employee’s employment under this Agreement for “Cause,”effective immediately upon delivery of notice to the Employee. Cause shall be deemed to exist ifthe Employee shall have (1) materially breached the terms of this Agreement; (2) willfully failedto substantially perform his duties, other than a failure resulting from incapacity due to physicalor mental illness; or (3) serious misconduct which is demonstrably and substantially injurious tothe Company. No act or failure to act will be considered “cause” if such act or failure is done ingood faith and with a reasonable belief that it is in the best interests of the Company.               In the event of termination for Disability or death, payments of the Employee’s Base Salaryshall be made to the Employee, his designated beneficiary or Employee’s estate for a period of sixmonths after the date of the termination (even if this period would extend beyond the EmploymentPeriod); provided, however that the foregoing payments in the event of a Disability shall bereduced by the amount, if any, that is paid to Employee pursuant to a disability plan or policymaintained by the Company. During this period, the Company shall also reimburse the Employee foramounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions ofthe Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will alsocontinue Employee’s life insurance and disability coverage, to the extent permitted underapplicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 whichhave accrued prior to the date of termination. Termination of this Agreement for a Disabilityshall not change Employee’s rights to receive benefits, if any, pursuant to any disability plan orpolicy then maintained by the Company.          (b) Termination Without Cause. If the Employee’s employment is terminated by theCompany for any reason other than for Cause, Disability or death, or if this Agreement isterminated by the Company for what the Company believes is Cause or Disability, and it isultimately determined that the Employee was wrongfully terminated, Employee shall, as damages forsuch a termination, receive Employee’s Base Salary, for the remainder of the Employment Period orsix months, if longer. During this period, the Company shall also reimburse the Employee foramounts paid, if any, to continue medical, dental and health coverage pursuant to the provisions ofthe Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will alsocontinue Employee’s life insurance and disability coverage, to the extent permitted underapplicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 whichhave accrued prior to the date of termination. The Company’s termination of the Employee’semployment under this section 6(b) shall immediately relieve the Employee of all obligations underthis Agreement (except as provided in sections 7 and 8) and, except as provided below, shall not beconstrued to require the application of any compensation which the Employee may earn in any suchother employment to reduce the Company’s obligation to provide severance benefits and liquidateddamages under this section 6(b).          (c) Effect of Termination. The termination of the Employee’s employment pursuant tosection 6 shall not affect the Employee’s obligations as described in sections 7 and 8.
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     7. Noncompetition. The parties agree that the Company’s customer contacts andrelations are established and maintained at great expense and by virtue of the Employee’semployment with the Company, the Employee will have unique and extensive exposure to and personalcontact with the Company’s customers, and that Employee will be able to establish a uniquerelationship with those individuals and entities that will enable Employee, both during and afteremployment, to unfairly compete with the Company. Further, the parties agree that the terms andconditions of the following restrictive covenants are reasonable and necessary for the protectionof the Company’s business, trade secrets and confidential information and to prevent great damageor loss to the Company as a result of action taken by the Employee. The Employee acknowledges thatthe noncompete restrictions and nondisclosure of confidential information restrictions contained inthis Agreement are reasonable and the consideration provided for herein is sufficient to fully andadequately compensate the Employee for agreeing to such restrictions. The Employee acknowledgesthat Employee could continue to actively pursue Employee’s career and earn sufficient compensationin the same or similar business without breaching any of the restrictions contained in thisAgreement.          (a) During Term of Employment. The Employee hereby covenants and agrees that, duringEmployee’s employment with the Company, Employee shall not, directly or indirectly, eitherindividually or as an employee, principal, agent, partner, shareholder, owner, trustee,beneficiary, co-venturer, distributor, consultant or in any other capacity, participate in, becomeassociated with, provide assistance to, engage in or have a financial or other interest in anybusiness, activity or enterprise which is competitive with or a supplier to the Company or anysuccessor or assign of the Company. The ownership of less than a one percent interest in acorporation whose shares are traded in a recognized stock exchange or traded in theover-the-counter market, even though that corporation may be a competitor of the Company, shall notbe deemed financial participation in a competitor.          (b) Upon Termination of Employment. The Employee agrees that during a period aftertermination of Employee’s employment with the Company equal to the shorter of one year or theduration of Employee’s employment with the Company, Employee will not, directly or indirectly,either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary,co-venturer, distributor, consultant or in any other capacity:               (i) Canvass, solicit or accept from any person or entity who is a customer of the Company (anysuch person or entity is hereinafter referred to individually as a “Customer” and collectively asthe “Customers”) any business in competition with the business of the Company or the successors orassigns of the Company, including the canvassing, soliciting or accepting of business from anyindividual or entity which is or was a Customer of the Company within the two-year period precedingthe date on which the canvassing, soliciting or accepting of business begins.
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               (ii) Request or advise any of the Customers, suppliers, or other business contacts of theCompany who currently have or have had business relationships with the Company within two yearspreceding the date hereof or within two years preceding the date of such action, to withdraw,curtail or cancel any of their business or relations with the Company.               (iii) Induce or attempt to induce any employee, sales representative, consultant or otherpersonnel of the Company to terminate his or her relationship or breach his or her agreements withthe Company.               (iv) Use, disclose, divulge or transmit or cause to be used by or disclosed, divulged ortransmitted to any third party, any information acquired by the Employee during the EmploymentPeriod which relates to the trade secrets and confidential information of the Company, except asmay be required by law.               (v) Participate in, become associated with, provide assistance to, engage in or have afinancial or other interest in any business, activity or enterprise which is competitive with thebusiness of the Company or any successor or assign of the Company to the extent such activitiesrelate to products or services which are competitive with the products and services of the Company;provided, however, that the ownership of less than 1% of the stock of a corporation whose sharesare traded in a recognized stock exchange or traded in the over-the-counter market, even thoughthat corporation may be a competitor of the Company, shall not be deemed financial participation ina competitor.                    For purposes of this section 7, a competitive business is defined as a business which isinvolved in designing, developing, manufacturing or marketing mechanical, electro-mechanical and/orelectronic security and access control products in the global motor vehicle industry.     8. Confidential Information. The parties agree that the Company’s customers, businessconnections, suppliers, customer lists, procedures, operations, techniques, and other aspects ofits business are established at great expense and protected as confidential information and providethe Company with a substantial competitive advantage in conducting its business. The partiesfurther agree that by virtue of the Employee’s employment with the Company, Employee will haveaccess to, and be entrusted with, secret, confidential and proprietary information, and that theCompany would suffer great loss and injury if the Employee would disclose this information or useit to compete with the Company. Therefore, the Employee agrees that during the term of Employee’semployment, and for a period of two years after the termination of his employment with the Company,Employee will not, directly or indirectly, either individually or as an employee, agent, partner,shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any othercapacity, use or disclose, or cause to be used or disclosed, any secret, confidential orproprietary information acquired by the Employee during Employee’s employment with the Companywhether owned by the Company prior to or discovered and developed by the Company subsequent to the
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Employee’s employment, and regardless of the fact that the Employee may have participated in thediscovery and the development of that information. Employee also agrees and acknowledges thatEmployee will comply with all applicable laws regarding insider trading or the use of materialnonpublic information in connection with the trading of securities.     9. Common Law of Torts and Trade Secrets. The parties agree that nothing in thisAgreement shall be construed to limit or negate the common law of torts or trade secrets where itprovides the Company with broader protection than that provided herein.     10. Specific Performance. The Employee acknowledges and agrees that irreparableinjury to the Company may result in the event the Employee breaches any covenant and agreementcontained in sections 7 and 8 and that the remedy at law for the breach of any such covenant willbe inadequate. Therefore, if the Employee engages in any act in violation of the provisions ofsections 7 and 8, the Employee agrees that the Company shall be entitled, in addition to such otherremedies and damages as may be available to it by law or under this Agreement, to injunctive reliefto enforce the provisions of sections 7 and 8.     11. Waiver. The failure of either party to insist, in any one or more instances, uponperformance of the terms or conditions of this Agreement shall not be construed as a waiver or arelinquishment of any right granted hereunder or of the future performance of any such term,covenant or condition.     12. Notices. Any notice to be given hereunder shall be deemed sufficient if addressedin writing, and delivered by registered or certified mail or delivered personally, in the case ofthe Company, to its principal business office, and in the case of the Employee, to his addressappearing on the records of the Company, or to such other address as he may designate in writing tothe Company.     13. Severability. In the event that any provision shall be held to be invalid orunenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall notaffect any other provision of this Agreement and the remaining covenants, restrictions andprovisions hereof shall remain in full force and effect and any court of competent jurisdiction mayso modify the objectionable provision as to make it valid, reasonable and enforceable.Furthermore, the parties specifically acknowledge the above covenant not to compete andcovenant not to disclose confidential information are separate and independent agreements.     14. Amendment. This Agreement may only be amended by an agreement in writing signedby all of the parties hereto.     15. Governing Law. This Agreement shall be governed by and construed exclusively inaccordance with the laws of the State of Wisconsin, regardless of choice of law requirements. Theparties hereby consent to the jurisdiction of the state
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courts of the State of Wisconsin and of any federal court in the venue of Wisconsin for the purposeof any suit, action or proceeding arising out of or related to this Agreement, and expressly waiveany and all objections they may have as to venue in any of such courts.     16. Dispute Resolution. The parties hereto shall attempt to resolve disputes arisingout of or relating to this Agreement. Any dispute not resolved in writing within 21 days may bereferred by either party to mediation involving a mediator (a third party neutral), trained andexperienced in the mediation process and mutually agreed to by the parties. The mediator shallascribe to and follow the AAA/SPIDR or ABA code of ethics for mediators in conduct and managementof the mediation process. Expenses for the mediation shall be shared equally by the parties unlessotherwise agreed during the mediation process. The parties may be accompanied in the mediationprocess by legal counsel, and/or other persons mutually agreed to by the parties and the mediator.All participants will openly and honestly participate in the mediation. The mediation may beterminated at any time, for any reason by the mediator or by either party. Any resolution reachedby the parties during the mediation shall be recorded in writing and agreed to by the parties.Such resolution may be drafted and/or revised by the parties’ legal counsel and shall be legallybinding on the parties.     17. Benefit. This Agreement shall be binding upon and inure to the benefit of andshall be enforceable by and against the Company, its successors and assigns and the Employee, hisheirs, beneficiaries and legal representatives. It is agreed that the rights and obligations ofthe Employee may not be delegated or assigned.     IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as ofthe day, month and year first above written.     EMPLOYEE STRATTEC SECURITY CORPORATION      /s/ Richard Messina BY /s/ Harold M. Stratton II  Richard Messina   Harold M. Stratton II,Chairman of the Boardand Chief Executive Officer
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