Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, effective April 1, 2009, Richard Langley ceased to
be the President of Sparton Corporation ("Sparton" or the "Company"). On
April 6, 2009, the Company and Mr. Langley entered into a Retirement Agreement
and Release of All Claims (the "Retirement Agreement"). The Retirement Agreement
provides that Mr. Langley will continue to receive his salary, being $265,000
annually, less payroll taxes required to be withheld by law, through the term of
his Employment Agreement which expires on July 1, 2010. The Employment Agreement
was previously filed with the Securities and Exchange Commission. Pursuant to
the Retirement Agreement, such amounts shall be paid to Mr. Langley in equal
installments and in accordance with the Company's normal payroll practices.
Additionally, under the Retirement Agreement: (i) Mr. Langley will receive
accumulated unused paid time off, totaling $51,216, less payroll taxes required
to be withheld by law; (ii) Mr. Langley has agreed to provide consulting
services to the Company on an ongoing basis, without additional charge, not to
exceed 1,000 hours per year; (iii) Mr. Langley agreed to cooperate fully with
the Company in its defense of or participation in any litigation relating to any
matter that occurred during Mr. Langley's employment with the Company;
(iv) Sparton and Mr. Langley have mutually released any claims, including claims
related to Mr. Langley's employment with Sparton; and (v) Mr. Langley's
confidentiality, non-solicitation and non-competition obligations under his
Employment Agreement will remain in effect.
The description of the Retirement Agreement herein is qualified in its
entirety by the terms of the Retirement Agreement filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 - Retirement Agreement and Release of All Claims dated April 6,
2009, by and between Sparton Corporation and Richard Langley.