Employment Agreement Between Jac Holdings International, Inc. And Kevin P. Bagby

Exhibit 10.2

November 22, 2004

Mr. Kevin P. Bagby

1457 Hunting Hollow Drive Hudson, OH 44236


Dear Kevin,

We are very pleased to offer you the Vice President, Finance, Chief Financial Officer, Treasurer, and Secretary positions with JAC Holdings International, Inc. and its subsidiaries (the " Company" ). Your start date is November 22, 2004. This position will be located in Johnstown, PA. This offer is contingent upon the results of your post-offer drug screening and physical examination, to be completed within 30 days of the commencement of your employment.

Your initial starting salary will be $250,000.00 annually. You will be eligible to participate in the Company' s salaried management bonus program starting January 1, 2005, with a target annual bonus of 40% of annual base salary. As of your start date you will be eligible to participate in all Company benefit plans, as outlined in JAC' s Salaried Employee Guide. You will be eligible for three weeks of vacation per year (pro-rated for 2004), increased in accordance with standard Company practice.


Stock Options. Subject to approval by the Company' s Board of Directors, you will be granted an option to purchase sixty-eight (68) shares of the Company' s common stock and preferred stock, as a unit (which is one-half of one percent (0.5%) of the Company' s stock on a fully-diluted basis). The exercise price will be $0.01 per share. The stock options will become vested on the earlier of the first anniversary of your employment date or completion of an initial public offering of the Company' s common stock. The option will be subject to the terms and conditions of the applicable stock option agreement.


If the Company (or a successor) terminates your employment without Cause (as defined below) in the first 12 months of this letter agreement, you will be entitled to 12 months of base salary and benefits continuation. If the Company (or a successor) terminates your employment without Cause after the first 12 months of this letter agreement, you will be entitled to 24 months of base salary and benefits continuation. If the Company (or a successor) terminates your employment without Cause, within 24 months of a change in control, your options will become fully vested immediately.

You will perform the duties customarily attributed to the offices of Vice President, Finance, Chief Financial Officer, Treasurer and Secretary. You will report to the Company' s President and to the Chairman of the Audit Committee of the Company' s Board of Directors. Your responsibilities will include financial reporting and control, tax compliance and planning, investor relations, financial planning and analysis, internal auditing, and treasury management. Financial reporting and control includes responsibility for (a) internal financial reporting to the Company' s Board of Directors, management and other stakeholders, (b) development and maintenance of financial policies and procedures, (c) external financial

Mr. Kevin P. Bagby November 22, 2004

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reporting to the SEC, government agencies, stock exchanges, financial institutions, customers, suppliers, and others, (d) general ...