**Exhibit 10.15**

 

SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) isentered into by and between Cherokee International Corporation (the “Company”),a Delaware corporation, and Jeffrey M. Frank (the “Executive”).

RECITALS

WHEREAS, the Executive is currently employed by the Company asits President and Chief Executive Officer; and

WHEREAS, the Executive and the Company desireto memorialize their understanding with respect to severance benefits payableto the Executive in the event his employment is terminated by the Company otherthan for Cause (as defined in Section 3 below).

NOW, THEREFORE, in consideration of theforegoing premises and the mutual agreements and covenants herein contained,the Company and the Executive agree as follows:

1.                                       At Will Employment. The Executive’s employment with the Company is currently on an at-willbasis, meaning that either the Executive or the Company may terminate theemployment relationship at any time for any reason or for no reason, andwithout further obligation or liability, except as set forth in this Agreement.

2.                                       Term ofAgreement. This Agreement shall remain in effect for so longas the Executive is employed as the President and Chief Executive Officer ofthe Company.

3.                                       Severance Payment. Subject to the Executive’shaving executed and, if applicable, not revoked, a release of claims reasonablysatisfactory to the Company (the “Release of Claims”), in the event theExecutive’s employment is terminated by the Company other than for Cause (assuch term is defined below), the Executive shall be entitled to a cash payment(the “Severance Payment”), in lieu of any other severance payment pursuant toany other plan or agreement of the Company or any subsidiary thereof to whichthe Executive is otherwise entitled, of an amount equal to his then annual basesalary as in effect immediately prior to the date of termination.  Subject to Section 409A of the InternalRevenue Code of 1986, as amended, the Severance Payment shall be payable****in a lumpsum commencing within 10 businessdays following the effective date of the Release of Claims.  If required by Section 409A, the SeverancePayment may be delayed for a period of six months.

For purposes of thisAgreement, “Cause” for termination by the Company of the Executive’s employmentshall mean (i) the willful and continued failure by the Executive to performhis or her duties with the Company, (ii) the Executive’s

 

 

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conviction of, or entry of aplea of guilty or nolo contendere to, a felony or other crime involving moralturpitude, (iii) the commission by the Executive of any act of theft,embezzlement or fraud in connection with his employment with the Company, or(iv) the Executive’s appropriation (or attempted appropriation) of amaterial business opportunity of the Company, including attempting to secure orsecuring from anyone other than the Company any personal profit without theCompany’s consent in connection with any transaction entered into on behalf ofthe Company.

TheExecutive shall not be entitled to the Severance Payment if (i) the Executive’semployment is terminated by the Company for Cause or as a result of theExecutive’s death or Disability or (ii) the Executive terminates his employmentwith the Company for any reason.

4.                                       No Mitigation.  The Executive shall not be required tomitigate the amount of any payment provided for in this Agreement by seekingother employment or otherwise.

5.                                       Successors.  Any successor to the Company (whether director indirect, by purchase, merger, consolidation or otherwise) or to all orsubstantially all of the business and/or assets of the Company shall assume allobligations of the Company under this Agreement and all rights of the Companyunder this Agreement shall inure to such successor, in the same manner and tothe same extent that the Company would be required to perform and be entitledto the benefits of this Agreement if no such succession had taken place.

6.                                       Notices.  All notices and other communications underthis Agreement shall be in writing and delivered to the addresses set forthbelow and shall be effective when delivered, if hand delivered; three (3) daysafter mailing by first class mail, certified or registered with return receiptrequested; and 24 hours after transmission of a fax :

Ifto the Company:                                             CherokeeInternational Corporation

 2841 Dow Avenue

 Tustin, CA 92780

 Attention:  Chairman of the Board

 

If to the Executive:                                             Jeffrey M.Frank

 15 Calle de Princesa

 Coto de Caza, CA 92679

 

                                                Either partymay change such party’s address for notices by notice duly given pursuanthereto.

7.                                       Arbitration.  The Company and Executive agree that anydispute arising as to the parties’ rights and obligations hereunder shall, atthe election and upon written demand of either party, be submitted toarbitration before a single neutral

 

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arbitratorin Orange County, California and will be conducted in accordance with theNational Rules for the Resolution of Employment Disputes of the AmericanArbitration Association, which Rules shall be modified by the arbitrator to theextent necessary to comply with applicable law. The arbitrator shall not have authority to add to, modify, change ordisregard any lawful terms of this Agreement or to issue an award that iscontrary to applicable law.  The decisionof the arbitrator shall be final and binding and enforceable in any court ofcompetent jurisdiction.  The partiesfurther agree, notwithstanding the foregoing, that (i) the provisions of theCalifornia Arbitration Act, including Sections 1281.8 and 1283.05 of theCalifornia Code of Civil Procedure, will apply to any arbitration hereunder;(ii) the Company shall pay any costs and expenses that the Executive would nototherwise have incurred if the dispute had been adjudicated in a court of law,rather than through arbitration, provided, however, that if either partyprevails on a statutory claim that affords the prevailing party an award ofattorney’s fees, the arbitrator may award reasonable attorney’s fees to theprevailing party, consistent with applicable law; and (iii) any hearing must betranscribed by a court reporter and any decision of the arbitrator must be setforth in writing, consistent with the applicable state or federal law andsupported by essential findings of fact and conclusion of law.  The provisions of this Section 7 shallsurvive the termination or revocation of this Agreement.

8.                                       Miscellaneous.

(a)                                  Modificationand Waiver.  Except asotherwise specifically provided in this Agreement, no provision of thisAgreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing and signed by both theCompany and the Executive.  No waiver atany time by either party to this Agreement of any breach by the other partyhereto of, or failure to comply with, any provision hereof shall be deemed awaiver of similar or dissimilar provisions or conditions at the same or at anyprior or similar time.

(b)                                 EntireAgreement.  Noagreements or representations, oral or otherwise, express or implied, withrespect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  This Agreement supercedes any and all prioragreements between the parties and/or any of their affiliates with respect tothe subject matter hereof.

(c)                                  Governing Law.  This Agreement and the legal rela­tions thuscreated between the parties hereto shall be governed by and construed under andin accordance with the internal laws of the State of California.

(d)                                 Severability.  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

 

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IN WITNESS WHEREOF, the Company has causedthis Agreement to be executed by its duly authorized officer, and the Executivehas executed this Agreement, as of the date set forth below.
| EXECUTIVE                    | CHEROKEE INTERNATIONAL                                                              |
|------------------------------|-------------------------------------------------------------------------------------|
|  

/s/ Jeffrey M. Frank |                                                                                | CORPORATION |
|                         | /s/  Van  Holland                                                              |   |
| Date: March 31, 2005         | By:          Van  Holland              |
|                         | Its:          Chief  Financial Officer |
|                         | Date: March 31, 2005                                                                |
|                              |                                                                                     |  |  |

 

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