Employment Agreement With Mark S. Koenen, Vice President of Sales And Marketing

Exhibit 10.15

EMPLOYMENT AGREEMENT

This Employment Agreement (" Agreement" ) is between Williams Controls, Inc. ("Employer") and Mark Koenen (" Employee" ).

1. Position and Duties . Employee hereby agrees to continue working for Employer as Vice President of Sales and Marketing. Employee' s duties include all those duties usually associated with this position, as well as any other duties reasonably assigned to Employee by Employer. The Employee agrees to devote his best efforts and full business time to his work for Employer and to comply with Employer's scheduling, policies, rules and regulations.

2. Base Compensation . Employer shall pay Employee a base salary of $130,000 per year (" Base Salary" ) for all work performed under this Agreement. $3,000 of the base compensation shall be paid in the form of Williams Controls, Inc. stock each May 1. The stock shall be valued at the average price for the month of April of the same year the stock transfer is made. Employee is an exempt employee for purposes of federal and state wage and hour laws and is therefore not entitled to overtime pay. Employer may adjust Employee' s Base Compensation without formally amending this Agreement in writing.

3. Bonus Compensation . Employee will continue to participate in Employer' s annual bonus program at the same level as similarly situated employees. Employer reserves the right to modify or eliminate the bonus program in its sole discretion.

4. Benefits . Employee is entitled to such employee benefits generally available to similarly situated employees of Employer to the extent and on the same terms generally available to similarly situated employees of Employer.

5. Term . Employee is employed by Employer " at-will," meaning either Employer or Employee may terminate Employee' s employment at any time, for any or no reason. If Employee' s employment is terminated for Cause or due to death, or if Employee resigns without Good Reason, Employee will be paid compensation and benefits through his last day of employment and no further compensation or benefits will be due Employee, except for statutory benefits, such as COBRA coverage, or previously earned but unpaid benefits, such as an account balance in a qualified retirement plan, or benefits under the Employer' s short or long term disability programs or life insurance benefits, if applicable. If Employee is terminated without Cause or due to Disability or if Employee resigns with Good Reason, and provided Employee first executes a Release of Claims in a form satisfactory to Employer, Employee shall receive compensation and benefits through his last day of work plus severance benefits of (a) severance pay equal to six (6) ...