EMPLOYMENT AGREEMENT

EXHIBIT 10(a)

 

 

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of October 1, 2006 (the “Effective Date”) between CTS Corporation, an Indiana corporation (the “Company”), and Donald K. Schwanz (“Executive”).

 

 

WHEREAS, the Company desires to employ Executive as the Chairman of the Board of Directors of the Company (the “Board”), President and Chief Executive Officer of the Company for a specified period, and Executive desires to accept employment as the Chairman of the Board, President and Chief Executive Officer of the Company during such period;

 

WHEREAS, as of the Effective Date, the Company shall employ Executive on the terms and conditions set forth in this Agreement, and Executive shall be retained and employed by Company to perform such services under the terms and conditions of this Agreement;

 

WHEREAS, the Company desires that Executive perform consulting services for a period of time following his employment and Executive desires to agree to perform such services under the terms and conditions of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of equity awards and, except as hereinafter provided in paragraph 7, any severance pay program or policy of the Company) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

have been incurred but are unpaid, and any unexpired vacation days which have accrued under the Company’s vacation policy but are unused, as of the end of the Employment Period, (ii) any plan benefits (including, without limitation, any payments pursuant to the Plans, settlement of any vested restricted stock units and any stock option exercise rights) which by their terms extend beyond the Termination Date (but only to the extent provided in any such benefit plan in which Executive has participated as an employee of the Company and excluding, except as hereinafter provided in paragraph 7, any severance pay program or policy of the Company) and (iii) any benefits to which Executive (or his estate or beneficiaries) is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”). In addition, Executive (or his estate or beneficiaries) shall be entitled to the additional benefits and amounts described in the succeeding subparagraphs of this paragraph 7, in the circumstances described in such subparagraphs.

 

 

 

 

 

 

 

and (2) Executive’s target bonus opportunity for fiscal year 2007 will be equal to the target opportunity for fiscal year 2006.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive’s service with the use of the Company’s time, material or facilities or that is in any way within or related to the existing or contemplated scope of the Company’s business. Any discovery, invention or improvement relating to any subject matter with which the Company was concerned during Executive’s service and made, conceived or suggested by Executive, either solely or jointly with others, within one year following termination of Executive’s service under this Agreement or any successor agreements shall be irrebuttably presumed to have been so made, conceived or suggested in the course of such service with the use of the Company’s time, materials or facilities. Upon request by the Company with respect to any such discoveries, inventions or improvements, Executive will execute and deliver to the Company, at any time during or after Executive’s service, all appropriate documents for use in applying for, obtaining and maintaining such domestic and foreign patents as the Company may desire, and all proper assignments therefor, when so requested, at the expense of the Company, but without further or additional consideration.

 

 

 

 

 

 

 

statements to any third parties criticizing or disparaging Executive or comment on his character or business reputation. The foregoing undertakings shall not apply to any statements or opinions that are made under oath in any investigation, civil or administrative proceeding or arbitration in which the individual has been compelled to testify by subpoena or other judicial process or which are privileged communications.

 

 

 

 

 

 

 

If Executive’s assistance is necessary at any time after the Consulting Period, then the Company shall pay Executive a reasonable per diem for his services, such amount to be agreed to by Executive and the Company in advance of the performance of services.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notices to Executive:

 

Mr. Donald K. Schwanz

51297 Grand Oaks Court

Granger, IN 46530

 

Notices to the Company:

 

CTS Corporation

905 West Boulevard North

Elkhart, IN 46514

Attn: James L. Cummins

 

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered, sent or mailed.

 

 

 

between the Company and Executive, dated as of September 7, 2001. Notwithstanding any provision of this Agreement to the contrary, and without limiting any of Executive’s other contractual rights, the Severance Agreement between Executive and the Company dated September 19, 2002, shall continue in full force and effect, subject , however, to any amendment to such Severance Agreement that Executive and the Company mutually agree to that is intended to reflect the requirements of Section 409A of the Code.

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

CTS CORPORATION

 

By: /s/ James L. Cummins

Name: James L. Cummins

Title: Senior Vice President Administration

 

Executive - Donald K. Schwanz

EXHIBIT A

 

 

     ARTICLE I  

 

Purpose

 

1.01  Purpose. It is the intention of CTS Corporation (the “Company”) to maintain appropriate levels of retirement benefits for employees of the Company or any of its subsidiaries who are entitled to benefits under the CTS Corporation Pension Plan (the “Pension Plan”). This Plan is intended to maintain the level of total retirement benefits which, but for the limitations on annual benefits and compensation which may be taken into account under the Internal Revenue Code of 1986, as amended, (the “Code”) would otherwise be payable under, or as a consequence of, the provisions of the Pension Plan and to provide a competitive level of retirement benefits to an individual who is a member of a select group of management or a highly compensated executive.

 

1.02  Effective Date. This Plan is effective as of October 1, 2006 (the “Effective Date”). However, in calculating the amounts described in Sections 3.01(a) and 3.01(b) amounts which accrued (or would have accrued) but for the Code limitations referred to in Section 3.01 prior to the effective date shall be taken into account as if the Plan was in effect on the date that the Member’s service with the Company commenced. The benefit payable under this Plan shall be in substitution for and in lieu of any benefit earned by the Member under the CTS Corporation 2003 Excess Benefit Retirement Plan (the “2003 Plan”), and the Member shall have no claim to any benefit under or determined under the provisions of the 2003 Plan.

 

      ARTICLE II  

 

Definitions

 

2.01  Member. Donald K. Schwanz shall be referred to herein as the “Member.”

 

2.02  Beneficiary. The term “Beneficiary” shall mean the person or trust designated by the Member to receive (i) the Retirement Benefit described in Section 3.01 in the event that the Member dies after termination of employment with the Company, but prior to payment of the Benefit; or (ii) the Pre-Retirement Death Benefit described in Section 3.02. If the Member dies without designating a Beneficiary prior to receipt of all payments due under the terms of this Plan, payment shall be made to the Member’s surviving Spouse, if any, and in the absence of a surviving Spouse to the Member’s estate.

 

      ARTICLE III  

 

Benefits

 

3.01  Retirement Benefit. The Member shall be entitled to receive a Retirement Benefit as described herein. The amount of the Retirement Benefit which the Member is eligible to receive under this Plan upon separation from service with the Company shall be equal to the actuarial present value of the excess of (a) over (b):

 

(a)  The benefit which the Member would be entitled to receive under the terms of the Pension Plan as in effect on October 31, 2006, if the Member retired with an immediate single life annuity beginning on the first day of the month coinciding with or next following the date the Member’s separation from service with the Company occurs; and

 

 

 

 

 

 

(b)  The benefit which the Member would be entitled to receive under the Pension Plan if the Member retired with an immediate single life annuity beginning on the first day of the month coincident with or next following the date the Member’s separation from service with the Company occurs.

 

3.02  Pre-Retirement Death Benefit. In the event that the Member’s employment with the Company terminates by reason of his death and the Member is survived by a Spouse, the Beneficiary shall be entitled to receive a Pre-Retirement Death Benefit which shall be equal to the actuarial present value of the excess of (a) over (b):

 

(a)  The Pre-Retirement Survivor Annuity benefit which the surviving Spouse of the Member would be entitled to receive under the terms of the Pension Plan as in effect on October 31, 2006, if

 

 

 

 

 

(b)  The Pre-Retirement Survivor Annuity benefit which the surviving Spouse would be entitled to receive under the Pension Plan.

 

3.03  Payment of the Retirement Benefit. Payment of the Retirement Benefit shall be accomplished by means of an unfunded payment to the Member directly from the Company. The Retirement Benefit shall be payable in the form of a single lump sum cash payment on the second Tuesday of the seventh calendar month next following the date on which the Member’s separation from service with the Company occurs. Actuarial present values shall be determined using the actuarial assumptions employed under the Pension Plan for lump sum cashouts for the Plan Year containing the date of the Member’s separation from service with the Company. In addition to and coincident with the Retirement Benefit payment, the Company shall pay an amount equal to the interest accrued on the Benefit for the period between the first of the month next following the date the Member’s employment with the Company terminated and the date of payment. The interest rate shall be equal to the lump sum interest rate assumption used to calculate the Retirement Benefit.

 

Notwithstanding anything to the contrary in this Plan, in the event that the Member becomes disabled as defined by Section 409A of the Code prior to the Member’s separation from service with the Company, the Retirement Benefit shall be distributed to the Member as soon as practicable after the occurrence of such event, and in such event no interest shall be payable on the Retirement Benefit. In the event that the Member becomes disabled as defined by Section 409A of the Code or dies after separation from service with the Company, but prior to payment of the Retirement Benefit, the Retirement Benefit and interest thereon calculated as provided above to the date of payment, shall be distributed to the Member or Beneficiary, as the case may be, as soon as practicable.

 

3.04  Payment of the Pre-retirement Death Benefit. Payment of the Pre-Retirement Death Benefit shall be accomplished by means of an unfunded payment directly from the Company to the Beneficiary. Such payment shall be made as soon as practicable after the Member’s death. Actuarial present values shall be determined using the actuarial assumptions employed under the Pension Plan for lump sum cashouts for the Plan Year containing the date of the Member’s separation from service with the Company.

 

3.05  Section 409A of the Code. To the extent applicable, it is intended that this Plan be in full compliance with Section 409A of the Code. To the extent any provision in this Plan is or will be in violation of Section 409A, the Plan shall be amended in such manner as the Committee and the Member may agree such that compliance with Section 409A and the purpose of the Plan are maintained to the maximum extent possible. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

 

ARTICLE IV  

 

Authority of Committee

 

4.01  Committee. The Plan shall be approved and administered by the Compensation Committee of the CTS Corporation Board of Directors (the “Committee”).

 

4.02  Authority of Committee. The Committee shall have authority to control, delegate and manage the operation and administration of the Plan, including all rights and powers necessary or convenient to the carrying out of its functions hereunder, whether or not such rights and powers are specifically enumerated herein.

 

Without limiting the foregoing, and in addition to the other powers set forth in this Article IV, the Committee shall have the following express authorities:

 

(a)  To construe and interpret the Plan and determine the amount, manner and time of payment of any Benefits hereunder;

 

(b)  To prescribe procedures to be followed by the Member or Beneficiary filing any requests or applications in connection with Benefits hereunder;

 

(c)  To prepare and distribute, in such manner as the Committee determines to be appropriate, information explaining the Plan;

 

(d)  To receive from the Company and from the Member and Beneficiary such information as shall be necessary for the proper administration of the Plan;

 

(e)  To furnish the Company, upon request, such annual and other reports with respect to the administration of the Plan as are reasonable and appropriate;

 

(f)  To resolve all questions and make all factual determinations relating to any matter for which it has administrative responsibility; and

 

(g)  To delegate to the CTS Corporation Benefit Plan Administration Committee such administrative powers and duties as it deems appropriate.

 

4.03  Disqualification of Committee Member. No member of the Committee or delegate of the Committee shall vote upon any question or exercise any discretion under the Plan relating specifically to himself or his Beneficiary.

 

4.04  Records and Reports. The Committee shall take all such action as it deems necessary or appropriate to comply with any laws or regulations now or hereafter in existence relating to the maintenance of records, notifications or registrations.

 

     ARTICLE V  

 

Amendment or Termination

 

The Company intends the Plan to be permanent, but, subject to Section 3.05, reserves the right, at any time, to modify, amend or terminate the Plan, provided, however, that no termination, amendment or modification of or to the Plan may be made without written approval of the Member. The Plan shall terminate automatically upon payment of all amounts due hereunder.

 

     ARTICLE VI  

 

Miscellaneous

 

6.01  No Guarantee of Employment. Neither the creation of this Plan nor anything contained herein shall be construed (a) to give the Member the right to remain in the employ of the Company or any of its subsidiaries, (b) to give the Member or Beneficiary any benefits not specifically provided by the Plan, or (c) to modify, in any manner, the right of the Company or any of its subsidiaries to modify, amend, or terminate any of its employee benefit plans.

 

6.02  Rights of the Member and Beneficiary. Payment of Benefits to which any Member or Beneficiary is entitled shall be made only to such Member or Beneficiary. The expectation of such Benefits shall not be assignable by the Member or Beneficiary or by operation of law, or be subject to reduction for the debts or defaults of such Member or Beneficiary whether to the Company or to others, or be subject to execution or attachment. The preceding sentence shall not apply to portions of Benefits applied at the direction of the person eligible to receive such Benefits to the payment of premiums on life or health insurance provided under any Company program, or to the withholding of federal income taxes.

 

6.03  Claims Procedure.

 

(a)  If the Member or Beneficiary does not receive the benefits which the Member or Beneficiary believes he or she is entitled to receive under the Plan, the Member or Beneficiary may file a claim for benefits with the Committee. All claims must be made in writing and be signed by the claimant. If the claimant does not furnish sufficient information to enable the Committee to process the claim, the Committee will indicate to the claimant any additional information which is required.

 

(b)  Each claim will be approved or disapproved by the Committee within 90 days following the receipt of the information necessary to process the claim, or within 180 days if the Committee determines that special circumstances require an extension of the 90-day period and the claimant is notified of the extension within the-original 90-day period. In the event the Committee denies a claim for benefits in whole or in part, the Committee will notify the claimant in writing of the adverse determination. Such notice by the Committee will also set forth, in a manner calculated to be understood by the claimant, the specific reason or reasons for the adverse determination, reference to the specific Plan provisions on which the determination is based, a description of any additional material or information necessary to perfect the claim with an explanation of why such material or information is necessary and an explanation of the Plan’s claim review procedure as set forth in Section 6.03(c).

 

(c)  A claimant may appeal an adverse benefit determination by requesting a review of the decision by the Committee or a person designated by the Committee. An appeal must be submitted in writing within 60 days after receiving notification of the adverse determination and must (i) request a review of the claim for benefits under the Plan, (ii) set forth all of the grounds upon which the claimant’s request for review is based and any facts in support thereof, and (iii) set forth any issues or comments which the claimant deems pertinent to the appeal. The claimant will be given the opportunity to submit written comments, documents, records and other information relating to the claim for benefits and will be provided, upon written request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim for benefits, provided the Committee finds the requested documents or materials are relevant to the appeal. The Committee or the person designated by the Committee will make a full and fair review of each appeal and any materials submitted by the claimant relating to the claim, without regard to whether the information was submitted or considered in the initial determination. On the basis of its review, the Committee or person designated by the Committee will make an independent determination of the claimant’s eligibility for benefits under the Plan. The Committee or the person designated by the Committee will act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case the Committee will notify the claimant within the initial 60-day period of such special circumstances and will render a decision as soon as possible but not later than 120 days after the appeal is received. The decision of the Committee or person designated by the Committee on any claim for benefits will be final and conclusive upon all parties thereto. In the event the Committee or person designated by the Committee denies an appeal in whole or in part, it will give written notice of the determination to the claimant. Such notice will set forth, in a manner calculated to be understood by the claimant, the specific reason or reasons for the adverse determination, reference to the specific Plan provisions on which the determination is based, a statement that the claimant is entitled to receive, upon request and free of charge, access to and copies of all documents, records and other information relevant to the claim and a statement of the claimant’s right to bring an action under section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable.

 

6.04  Expenses and Indemnity. All expenses and fees incurred in connection with the administration of the Plan will be paid by the Company. To the fullest extent permitted by applicable law, the Company will indemnify and save harmless the Committee, the Board and any delegate of the Committee who is an employee of the Company and any officers and employees of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims, arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. Without limiting the generality of the foregoing, the Company will, promptly upon request, advance funds to persons entitled to indemnification hereunder to the extent necessary to defray legal and other expenses incurred in the defense of such liabilities and claims, as and when incurred. This indemnity will not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise.

 

6.05  Withholding. There will be deducted from each payment made under the Plan all taxes which are required to be withheld by the Company in respect to such payment.

 

6.06  Receipt or Release. Any payment to the Member or the Member’s Beneficiary in accordance with the provisions of the Plan will, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company with respect to the amount paid. The Committee may require the Member or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

 

6.07  Payments on Behalf of Persons Under Incapacity. In the event that any amount or distribution becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefor, the Committee may direct that such distribution or payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any distribution or payment made pursuant to such determination will, to the extent thereof, constitute a full release and discharge of the Committee and the Company with respect to the distribution or amount paid.

 

6.08  Successors and Assigns. The Company may not assign its obligations under this Plan, whether by contract, merger, operation of law or otherwise, unless the Member consents to the assignment. The Member hereby consents to the assignment by the Company of all of its rights and obligations hereunder to any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets, provided such transferee or successor assumes the liabilities of the Company hereunder. The provisions of this Section 6.08 will be binding upon each and every successor to the Company.

 

6.09  No Requirement to Fund. No provisions in the Plan, either directly or indirectly, shall be construed to require the Company to reserve, or otherwise set aside, funds for the payment of benefits hereunder, and Members and Beneficiaries shall have the status of general unsecured creditors with respect to the obligation of the Company to make payments under the Plan. The Plan is intended to provide benefits for a “management or highly compensated employee” within the meaning of ERISA and therefore to be exempt from the provisions of Parts 2, 3 and 4 of the Title I of ERISA.

 

6.10  Controlling Law. To the extent not preempted by the laws of the United States of America, the laws of the State of Indiana shall be the controlling state law in all matters relating to the Plan and shall apply.

 

6.11  Severability. If any provisions of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of the Plan; and the Plan shall be construed and enforced as if said illegal and invalid provisions had never been included herein.

 

6.12  Provisions of Pension Plan Unchanged. Any benefit payable under the Pension Plan shall be paid solely in accordance with the terms and provisions of the Pension Plan; and nothing in the Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the Pension Plan.

 

6.13  Nature of Payments. Any benefits provided hereunder shall constitute nonqualified deferred compensation payments to the Member and shall not be taken into account in computing the amount of salary or compensation of the Member for the purposes of determining any pension, retirement, death or other benefits under (a) any pension, retirement, profit-sharing, bonus, life insurance or other employee benefit plan of the Company or any of its subsidiaries or (b) any agreement between the Company or any subsidiary and the Member except as such plan or agreement shall otherwise expressly provide.

 

        6.14  Gender and Number. Masculine gender shall include the feminine; and the singular shall include the plural, unless the context clearly indicated otherwise.

 

6.15  Capitalized Terms. Capitalized terms used herein which are not defined shall have the meanings set forth in the Pension Plan.

 

6.16  Beneficiary Designation. Designation of a Beneficiary by the Member must be made in writing on a form furnished by the Committee for this purpose. No Beneficiary designation shall be effective unless it is received by the Committee prior to the occurrence of an event which would establish in the Beneficiary a right to payment under this Plan.

 

IN WITNESS WHEREOF, CTS Corporation has caused this CTS Corporation Individual Excess Benefit Retirement Plan to be executed by its proper officer duly authorized by its Board of Directors.

 

CTS CORPORATION

 

By James L. Cummins

Title:  Senior Vice President

Administration

EXHIBIT B

 

__________________ [date]

 

[employee’s home address]

 

 

Re: Release Agreement

Dear ______________:

 

This Release Agreement summarizes the arrangements which have been discussed with you concerning your separation of employment from CTS Corporation (the “Company”) as set forth in the Employment Agreement entered into between you and the Company effective as of October 1, 2006 (“Employment Agreement”). This Agreement shall constitute the Release Agreement referenced in and defined under paragraph 11(e) of your Employment Agreement.

 

 

Your last day of employment with the Company will be ______________ (hereinafter, your “Termination Date”).

 

 

You shall receive the payments and benefits set forth in Section 7 of your Employment Agreement, which is incorporated herein by reference, at the times and under the terms provided therein.

 

 

In exchange for the compensation described in Section 2 above and other good and valuable consideration, receipt of which is hereby acknowledged, you hereby agree that you, your representatives, agents, estate, dependents, beneficiaries and assigns release and forever discharge CTS and/or its affiliates, successors, assigns, directors, members, officers, employees and/or agents, both individually and in their official capacities with CTS, from any and all actions or causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, debts or damages, whether existing or contingent, known or unknown, which arise out of your employment or the termination of your employment with CTS except for claims which relate to your enforcement of CTS’ payments and other obligations under the Employment Agreement and except for claims under the Severance Agreement dated September 19, 2002 and your outstanding stock option agreements and restricted stock unit agreements. This release is intended by you to be all encompassing and to act as a full and total release of any claims that you may have or have had against CTS, its affiliates, successors, assigns, directors, members, officers, employees, and/or agents, both individually and in their official capacities with CTS. Without limiting the generality of the foregoing, this release includes any claim of discrimination on the basis of race, sex, marital status, sexual preference, national origin, handicap or disability, age, veteran status, special disabled handicap status or any other basis prohibited by law; any claim arising from any express or implied employment contract or covenant of good faith and fair dealing; any claim arising under the Family and Medical Leave Act of 1993; any tort claims and any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 USC 3730. Notwithstanding the foregoing, this Section 3 shall not release or discharge CTS from its obligations to indemnify you, in accordance with the bylaws of the corporation or as provided under applicable law, and to cover you under its director and officer liability insurance policy with respect to the performance of your duties while an officer of the Corporation.

 

You agree and acknowledge that the payments and benefits set forth in Section 2 above, together with payments and benefits previously provided to you by CTS and the payments and benefits, if any, to which you are entitled under your Severance Agreement dated September 19, 2002, and your outstanding stock option agreements and restricted stock unit agreements, are the only payments and benefits you will receive

 

in connection with your employment or its termination. Payment for consulting services as set forth under Section 6 of the Agreement shall not be construed to be payments and benefits in connection with your employment or its termination and this Agreement shall not be deemed to release your right to those payments.

 

You represent that you understand the foregoing release, that you understand that rights and claims under the Age Discrimination in Employment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, and similar state and local anti-discrimination laws are among the rights and claims against the Company that you are releasing hereby.

 

You further acknowledge and agree that you have been encouraged to seek the advice of an attorney of your choice in regard to this Agreement. You represent that you have relied upon the advice of your attorney in entering into this Agreement and, specifically, in agreeing to the release contained herein. You hereby understand and acknowledge the significance and consequences of the release contained herein. You represent that you fully understand the terms of the release contained herein and voluntarily accept the terms of the release contained herein. You further acknowledge that you have had a sufficient amount of time to consider the terms of this Agreement and to seek independent advice regarding the effect of this Agreement prior to its execution.

 

 

In accordance with the provisions of the Age Discrimination in Employment Act, you understand that you shall have the right to consider whether to accept this Agreement for a period of twenty-one (21) days from your Termination Date (i.e. ______________). You are also advised to consult with your attorney before signing this Agreement. You further understand that you shall have the right to rescind (that is, cancel) this Agreement within seven (7) days of signing it to reinstate claims under the Age Discrimination in Employment Act (hereinafter, the “Rescission Period”). To begin receiving benefits pursuant to this Agreement you must deliver a fully executed copy of the Agreement to James L. Cummins, CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514, upon expiration of the above referenced twenty-one (21) day period.

 

 

In consideration of your execution and performance under this Release Agreement, the Company hereby waives and releases you from all claims arising from your performance of duties within the proper scope of your employment with the Company.

 

 

 

 

 

 

 

 

 

 

You hereby make the following representations and warranties to CTS:

 

 

 

 

 

 

 

Please review this Agreement carefully. If you are in agreement with its provisions, please signify your acceptance by signing and dating both copies of this letter in the space provided below and return one copy to me.

 

Very truly yours,

CTS Corporation

 

 

 

I have carefully read and reviewed the foregoing Release Agreement, acknowledge its contents, and agree to be bound by its terms, including the release of claims set forth in the Agreement. I have been given sufficient time of at least twenty-one (21) days to decide whether to sign this Release Agreement. I understand that I have seven (7)

 

days from the date of my signature below to revoke my acceptance of this Release Agreement, thereby canceling it. If I do not revoke my acceptance, this Release Agreement will become effective and enforceable on the date that is seven (7) days from the date of my signature, as indicated below.

 

_______________________________

 

_______________________________

Date of Execution of Agreement