EXHIBIT 10.1

RETIREMENT AGREEMENT

This Agreement is between Mayville Engineering Company, Inc. (which in this Agreement is referred to as “MEC” or “the Company”) and Robert Kamphuis, who is referred to as “Employee” or “Mr. Kamphuis.”

1.Background. Mr. Kamphuis has advised MEC that he would like to retire from MEC, and has identified a retirement date, which will end his employment with MEC, effective September 30, 2022 (the “Retirement Date”).  Both Mr. Kamphuis and MEC desire an amicable separation and to fully and finally compromise and settle any differences that may exist between them on the terms set forth in this Agreement. Except as otherwise described herein, Mr. Kamphuis also acknowledges, agrees and represents that he has been paid and has received all compensation and/or other amounts due that he earned with respect to payroll dates occurring on or before the date he signed this Agreement, including but not limited to all wages, salary, bonuses, incentive compensation, accrued vacation, sick and personal day pay.  Mr. Kamphuis further agrees that MEC’s payment and his receipt of all compensation due him earned on or before the date he signed this Agreement is not and has not been conditioned upon his execution of this Agreement.

2.Employment Termination.  Mr. Kamphuis understands that his employment with MEC will be ended effective as of the Retirement Date.  Mr. Kamphuis also understands that MEC will be looking for a new CEO/President or other officer to lead the organization in his place, commencing in the near future.  As a result, MEC may identify or hire a new individual to lead the organization earlier than the Retirement Date.  Should MEC identify or hire a new individual to lead the organization prior to the Retirement Date, MEC may accelerate Mr. Kamphuis’s actual termination date (and the Retirement Date for purposes of this Agreement), at its sole discretion, provided, however, that such action shall not affect MEC’s obligations to Mr. Kamphuis under this Agreement.  Mr. Kamphuis understands and agrees that his actual employment may end prior to September 30, 2022, in the sole and absolute discretion of the Board of Directors of MEC.  In recognition of Mr. Kamphuis’s years of service with MEC, his early communication of an intent to retire, and in light of the other commitments Mr. Kamphuis has undertaken in this Agreement, MEC is willing to provide certain retirement transition benefits to Mr. Kamphuis in return for his execution of this Agreement.  

3.Transition Pay and Benefits. In return for the execution of this Agreement, it becoming effective (see paragraph 17), and Mr. Kamphuis honoring all of its terms (and continuing to honor all of its terms), the Company will provide Mr. Kamphuis with the pay and benefits described in subparagraphs 3.a., 3.b., 3.c., 3.d., and 3.e below.  For the avoidance of doubt, the benefits and any compensation described in subparagraphs 3.f., and 3.g. will be provided irrespective of whether Mr. Kamphuis executes this Agreement or not.  

a.Transition Pay.  The Company will continue to pay Mr. Kamphuis his regular salary through September 30, 2022 (at the same rate as in effect on the date of execution of this Agreement), irrespective of whether the Board accelerates the termination of Mr. Kamphuis’s employment to a date prior to September 30, 2022.  

b.Bonus Eligibility.  Notwithstanding the conclusion of Mr. Kamphuis’s employment prior to the end of the Company’s 2022 fiscal year, Mr. Kamphuis shall remain eligible for consideration to receive his 2022 performance bonus, based on an “at target” performance and a pro rata payout (i.e., 75%).  The award of this performance bonus shall be in the sole and exclusive discretion and determination of the Compensation Committee, which discretion and determination shall be exercised in good faith and based on the Compensation Committee’s confirmation of Mr. Kamphuis’s adherence to all Company policies and requirements, and a determination by the Compensation Committee that Mr. Kamphuis has successfully undertaken all tasks, activities,

    EXHIBIT 10.1

RETIREMENT AGREEMENT

transition duties and responsibilities reasonably requested of him by the Company from the effective date of this Agreement through his actual last date of employment.  If awarded by the Compensation Committee, this bonus shall be paid on or prior to March 15, 2023, consistent with the payment of other bonuses to Company executives during the first quarter of 2023.

c.Equity Compensation.  The outstanding equity-based awards held by Mr. Kamphuis under the Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan (the “Plan”) as of the Retirement Date shall be treated in accordance with the Plan and the applicable award agreements consistent with an end-of-employment retirement, which treatment shall include the following:

i.All Restricted Stock Units granted to Mr. Kamphuis under the Plan which remain unvested as of the Retirement Date shall be forfeited as of the Retirement Date.  

ii.Any portion of Stock Options granted to Mr. Kamphuis under the Plan which remain unvested as of the Retirement Date shall be forfeited as of the Retirement Date.

iii.Any portion of Stock Options granted to Mr. Kamphuis under the Plan which are fully vested as of the Retirement Date shall remain outstanding as of the Retirement Date, and will expire upon the tenth (10^th) anniversary of the Grant Date (as defined in the Stock Option Award setting forth the term of such Stock Options (the “Award Agreement”)) of such Stock Options to the extent not exercised prior to such tenth (10^th) anniversary, and subject to the other terms and conditions of the applicable Award Agreement.  The Company agrees that it will not take any action to reduce the exercise period identified in this paragraph based on conduct that is currently known by the Company and that predates the execution of this Agreement.

Mr. Kamphuis acknowledges and agrees that he will receive no further equity-based awards under the Plan.

d.Purchase of Home and Property.  At any time prior to March 15, 2023, should Mr. Kamphuis ask the Company to purchase his Mayville home and the real estate upon which his home is located, the Company shall do so for the original price of the home (“Original Price”), which property and home shall be free and clear of any liens and encumbrances.  Evidence of the Original Price paid will be necessary to support payment from the Company.  In the event the Original Price exceeds fair market value of the home and real estate at the time Mr. Kamphuis requests to sell the home and real estate to the Company, the Company shall also pay to Mr. Kamphuis such additional amounts necessary to put Mr. Kamphuis in the same after-tax position that he would have been in if the Original Price did not exceed the fair market value of the home and real estate.  Payment and closing on the sale shall occur within sixty (60) calendar days, or such longer time as desired by Mr. Kamphuis, from the date on which notice of the request to sell has been given to the Company by Mr. Kamphuis (but, to the extent such Original Price exceeds the fair market value of the home and real estate, in no event later than the short-term deferral exemption period under Section 409A of the Internal Revenue Code of 1986, as amended).  

e.Attorney’s Fees for Review of this Agreement.  Mr. Kamphuis shall be reimbursed by the Company for the reasonable attorney’s fees incurred by him in the review and negotiation of this Agreement within sixty (60) days following the execution of this Agreement (and in no event later than March 15, 2023), up to a total of twenty thousand dollars and no cents ($20,000.00).

f.Vacation.  All of Mr. Kamphuis’s accrued but unused vacation through September 30, 2022, shall be paid out with the first payroll following September 30, 2022.

g.Deferred Compensation.  Mr. Kamphuis’s Account balance under the Mayville Engineering Deferred Compensation Plan shall be paid (subject to the application of deemed investment gain or loss in accordance with section 4.3(e) of the Mayville Engineering Deferred Compensation Plan) to Mr. Kamphuis within thirty (30) days following Mr. Kamphuis’s Separation from Service, subject further to the requirement that if Mr. Kamphuis is a “specified employee” within the meaning of Code Section 409A as of the date of his Separation from Service, such distribution shall be made immediately after the date that is six months after the date of Mr. Kamphuis’s Separation from Service (or, if earlier, Mr. Kamphuis’s death).  For purposes of this paragraph, the terms “Account” and “Separation from Service” shall have the meaning they are given in the Mayville Engineering Deferred Compensation Plan.

4.Acknowledgement and Waiver.  Mr. Kamphuis understands that the transition pay and benefits provided in subparagraphs 3.a. through 3.e. will not be paid or provided unless he accepts this Agreement, it becomes effective (see paragraph 17), and he continues to honor all of its terms.  In addition, Mr. Kamphuis will be required to execute an additional ADEA/OWBPA waiver and a release of claims consistent with this Agreement and in substantially the same form as set forth in Exhibit A, if presented to him by the Company, within twenty-one days of the date of such presentation following the Retirement Date, and such additional waiver and release may not be revoked to receive such additional transition pay and benefits.

5.Release.  Mr. Kamphuis understands and agrees that his acceptance of this Agreement means that, except as stated in paragraph 8, he is forever waiving and giving up any and all claims he may have, whether known or unknown, against MEC, its subsidiaries and related companies, their insurers, their officers and directors, their employees and agents for any personal monetary relief for himself, benefits or remedies that are based on any act or failure to act that occurred before he signed this Agreement.  Mr. Kamphuis understands that this release and waiver of claims includes claims relating to his employment and the termination of his employment; any Company policy, practice, contract or agreement; any tort or personal injury; any policies, practices, laws or agreements governing the payment of wages, commissions or other compensation; any laws governing employment discrimination or retaliation including, but not limited to, the Age Discrimination in Employment Act (“ADEA”), Older Worker Benefits Protection Act, Title VII of the Civil Rights Act, the Employee Retirement Income Security Act, the National Labor Relations Act (“NLRA”), the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, and any state or local laws, including but not limited to the Wisconsin Fair Employment Act; any laws or agreements that provide for punitive, exemplary or statutory damages; and any laws or agreements that provide for payment of attorney fees, costs or expenses. MR. KAMPHUIS UNDERSTANDS THAT THIS AGREEMENT RELEASES ALL CLAIMS BASED ON FACTS OR OMISSIONS OCCURRING ON OR BEFORE THE DATE OF THIS AGREEMENT, EVEN IF HE DOES NOT, AT THE TIME HE SIGNS THIS AGREEMENT, HAVE KNOWLEDGE OF THOSE FACTS OR OMISSIONS.

6.Mutual Non-Disparagement. Mr. Kamphuis agrees not to make critical, negative or disparaging remarks about the Company, its products/services, its subsidiaries and related companies, their insurers, their officers and directors, their employees or agents to others.  Mr. Kamphuis also agrees not to disclose personal, private or confidential information about the Company or its subsidiaries and related companies, their insurers, their officers and directors, their employees, agents or customers. To the extent the NLRA applies to Mr. Kamphuis, he understands that nothing in this paragraph 6 is intended to prohibit him from any activity that constitutes a concerted, protected activity under the NLRA, including

commenting upon his terms and conditions of employment; and the obligations in this paragraph shall be interpreted consistent with the NLRA, but only to the extent the NLRA applies to Mr. Kamphuis.  

Similarly, MEC’s officers and directors agree not to make critical, negative or disparaging remarks about the Mr. Kamphuis to others, or to disclose personal, private or confidential information about him to others unless necessary to facilitate services or complete payments on behalf of Mr. Kamphuis.  Nothing in this paragraph (or this Agreement) is intended to prohibit MEC’s officers or directors from sharing information relative to any employment-related complaint(s) for which the Company may be asked to respond.

7.Future Employment.  Mr. Kamphuis agrees that as of the Retirement Date (whether it be September 30, 2022 or an earlier date) he will not be employed with MEC nor will he seek reemployment with MEC, its subsidiaries or related companies, and he agrees not to knowingly seek such employment, on any basis or through an employment agency.  He further agrees and acknowledges that should he apply for any position in contradiction of this paragraph, MEC, its subsidiaries or related companies may completely ignore such application and fail to consider it based on this paragraph.  

8.Claims Not Waived.  Mr. Kamphuis understands, and the Company acknowledges, that this Agreement does not waive any claims or rights that Mr. Kamphuis may have:  (a) arising from acts or conduct occurring after the date that he signs the Agreement; (b) for compensation for illness or injury or medical expenses under any worker's compensation statute; (c) for benefits under any plan currently maintained by the Company that provides for retirement benefits including, without limitation, the Mayville Engineering Deferred Compensation Plan, the Mayville Engineering, Inc. Employee Stock Ownership Plan, the Mayville Engineering, Inc. 401(k) Plan, and the Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan (including any Award Agreements or Restricted Stock Units outstanding thereunder) (however, Mr. Kamphuis agrees and acknowledges that any payment(s) and benefits provided in paragraph 3 and its subparagraphs after the Retirement Date shall not be considered or included for purposes of any retirement benefit contribution or plan); (d) under any law or any policy or plan currently maintained by the Company that provides health insurance continuation or conversion rights; (e) with respect to any claim for breach of this Agreement; (f) with respect to indemnification to the fullest extent provided for in any insurance contract, Company document, or statute; (g) with respect to any company insurance policy, including without limitation, any right to coverage, indemnification, or defense under any applicable policy; or (h) with respect to any claim that by law cannot be released or waived.

9.Government Cooperation.  Nothing in this Agreement prohibits Mr. Kamphuis from cooperating with any government agency, including the National Labor Relations Board or the Equal Employment Opportunity Commission, or any similar State agency.  Further, Mr. Kamphuis understands that nothing in this Agreement (including any obligation in paragraphs 5, 6 or 10, or their subparagraphs) prohibits him from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency (including but not limited to the National Labor Relations Board or the Equal Employment Opportunity Commission) or Inspector General, or making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation.  Further, Mr. Kamphuis does not need the prior authorization of the Company to make any such reports or disclosures and he is not required to notify the Company that he made such reports or disclosures.  

10.Confidentiality & Non-Solicitation Obligations.  Mr. Kamphuis expressly acknowledges his execution, and reaffirms his commitment to comply with and his obligations under, the Agreement on Confidentiality, Trade Secrets, Assignment of Intellectual Property, Competition and Non-Solicitation dated March 31, 2022.  Mr. Kamphuis acknowledges and agrees that any knowing violation of that agreement shall be considered a violation of this Agreement.

11.Non-admission. Mr. Kamphuis and the Company both acknowledge and agree that nothing in this Agreement is meant to suggest that the Company has violated any law or contract or that Mr. Kamphuis has any claim against the Company.

12.Voluntary Agreement.  Mr. Kamphuis acknowledges and states that he has entered into this Agreement knowingly and voluntarily.

13.Consulting An Attorney.  Mr. Kamphuis acknowledges that the Company has told him that he should consult an attorney of his own choice about this Agreement and every matter that it covers before signing this Agreement.

14.Obligation to Re-Pay.  Mr. Kamphuis understands and agrees that if he violates any of the commitments he has made in this Agreement, the Company may seek to recover all payments and/or the value of the benefits provided in paragraph 3 and its subparagraphs (except for under subparagraphs 3.f. and 3.g.) of this Agreement, with the exception of Five Hundred Dollars ($500).

15.Indemnification/Insurance. Mr. Kamphuis shall be indemnified for any claims, actions or lawsuits consistent with the laws under the State of Wisconsin with respect to indemnification owed to an officer or director of a corporation, the Company’s bylaws and any insurance products that the Company has with respect to its officers, fiduciaries and directors of the Company.  With respect to such insurance products, the Company shall purchase or maintain, for at least six years following the Retirement Date, at its own expense, directors’ and officers’ liability insurance, errors and omissions insurance, and fiduciary liability insurance providing coverage to include Mr. Kamphuis on terms that are no less favorable than the coverage provided to the directors, fiduciaries and Chief Executive Officer of the Company.

16.Complete Agreement. Except as provided in paragraph 10, Mr. Kamphuis understands and agrees that this document (along with the documents referenced herein including, without limitation, the Mayville Engineering Deferred Compensation Plan, the Mayville Engineering, Inc. Employee Stock Ownership Plan, the Mayville Engineering, Inc. 401(k) Plan, and the Mayville Engineering Company, Inc. 2019 Omnibus Incentive Plan (including any Award Agreements or Restricted Stock Units outstanding thereunder)) contains the entire agreement between himself and the Company relating to his employment and the termination of his employment, that this Agreement supersedes and displaces any prior agreements and/or discussions relating to such matters, and that he may not rely on any such prior agreements or discussions.

17.Effective Date and Revocation. This Agreement shall not be effective until seven (7) days after Mr. Kamphuis signs it and returns it to Tim Christen, Board of Directors Member.  During that seven (7)-day period, Mr. Kamphuis may revoke his acceptance of this Agreement by delivering to Mr. Christen a written statement stating he wishes to revoke this Agreement or not be bound by it. In addition, Mr. Kamphuis understands and agrees that this Agreement may be executed by him and the Company in counter-parts and that facsimile, copy or .pdf signatures shall be considered just as effective as original signatures.

18.Final and Binding Effect.  Mr. Kamphuis understands that if this Agreement becomes effective it will have a final and binding effect, and that by signing and not timely revoking this Agreement he may be giving up legal rights.

19.Resignation of All Officerships and Director Positions.  Mr. Kamphuis acknowledges and affirms his resignation from all officerships, directorships or other positions that he holds or held with the Company or any of its subsidiaries or affiliates, effective as of the Retirement Date.

20.Future Cooperation.  Until March 15, 2023, Mr. Kamphuis agrees to cooperate with the Company and to provide to the Company truthful information, testimony or affidavits requested in connection with any matter that arose during his employment.  Mr. Kamphuis acknowledges that the pay and benefits he is receiving pursuant to subparagraphs 3.a. through 3.e. are partially provided in return for this specific obligation.  This cooperation may be performed at reasonable times and places and in a manner as to not interfere with any other employment he may have at the time of request.  The Company agrees to reimburse Mr. Kamphuis for expenses incurred in providing such cooperation, so long as such expenses are approved in advance by the Company.

21.Return of Property.  Mr. Kamphuis acknowledges an obligation and agrees to return all Company property, unless otherwise expressly advised by the Board of Directors.  This includes, whether in paper or electronic form, all files, memoranda, documents, records, credit cards, keys and key cards, computers, laptops, iPads, personal digital assistants, cellular telephones, iPhones, Blackberry devices or similar instruments, other equipment of any sort, badges, vehicles, and any other property of the Company.  In addition, Mr. Kamphuis agrees to provide any and all access codes or passwords necessary to gain access to any computer, program or other equipment that belongs to the Company or is maintained by the Company or on Company property.  Further, Mr. Kamphuis acknowledges an obligation and agrees not to destroy, delete or disable any Company property, including items, files and materials on computers and laptops.  Notwithstanding the foregoing, Mr. Kamphuis’s unintentional failure to meet the obligations of this paragraph shall not be considered a breach of this Agreement.

22.Divisibility of Agreement or Modification by Court.  Mr. Kamphuis understands that, to the extent permitted by law, the invalidity of any provision of this Agreement will not and shall not be deemed to affect the validity of any other provision.  Mr. Kamphuis agrees that in the event that any provision of this Agreement is held to be invalid, it shall be, to the extent permitted by law, modified as necessary to be interpreted in a manner most consistent with the present terms of the provision, to give effect to the provision.  Finally, in the event that any provision of this Agreement is held to be invalid and not capable of modification by a court, then Mr. Kamphuis understands and agrees that such provision shall be considered expunged (eliminated), and he further agrees that the remaining provisions shall be treated as in full force and effect as if this Agreement had been executed by him after the expungement (elimination) of the invalid provision.

23.Representations. By signing this Agreement, Mr. Kamphuis represents that he has read this entire document and understands all of its terms.

24.21-Day Consideration Period.  Mr. Kamphuis may consider whether to sign and accept this Agreement for a period of twenty-one (21) days from the day he received it, which will be no later than the Retirement Date.  If this Agreement is not signed, dated and returned to Mr. Christen within twenty-two (22) days, the offer of payments and benefits described in subparagraphs 3.a. through 3.e. will no longer be available.  Mr. Kamphuis acknowledges that should he sign and return this Agreement within the 21-day period identified in this paragraph, he is knowingly waiving whatever additional time he may have up to the conclusion of the 21-day period for consideration of this Agreement.

25.Code Section 409A.  Notwithstanding any provision of this Agreement to the contrary, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) to avoid the imposition of any additional taxes or other adverse consequences under Code Section 409A, if Mr. Kamphuis is a “specified employee” for purposes of Code Section 409A, any payments of deferred compensation under this Agreement being made as a result of a separation from service shall be delayed until six (6) months after the Retirement Date.  This Agreement is intended to meet the requirements of the "short-term deferral" exception, the "separation pay" exception and other exceptions under Code

Section 409A and the regulations promulgated thereunder to the extent applicable. Notwithstanding anything in this Agreement to the contrary, to the extent required for compliance with Code Section 409A, payments may only be made under this Agreement upon an event and in a manner permitted by Code Section 409A, to the extent applicable.  For purposes of Code Section 409A, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payments.  All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.  In no event may Mr. Kamphuis designate the year of payment for any amounts payable under this Agreement.  The Company does not guarantee that the payments or other benefits under this Agreement will comply with, or be exempt from, Code Section 409A, or receive any other specific tax treatment.

26.Performance Through Retirement Date. To the extent the Retirement Date is after the date on which this Agreement is given to Mr. Kamphuis for his consideration, Mr. Kamphuis understands and acknowledges that his receipt of the pay and benefits provided in subparagraphs 3.a. through 3.e. are, except in the event of Mr. Kamphuis’s death or disability prior to the Retirement Date, contingent on his continued performance of his duties and responsibilities, as well as his transition duties and responsibilities and his compliance with all Company policies and rules at a level acceptable to the Company through the Retirement Date.  Further, should Mr. Kamphuis be terminated by the Board, acting in good faith, prior to the Retirement Date due to poor performance, misconduct, failure to act in accord with legal directions from the Board of Directors consistent with his current duties, failure to meet reasonable expectations with respect to his transition duties and responsibilities, or the like, or if Mr. Kamphuis should resign his employment prior to the Retirement Date, this Agreement shall be considered null and void and of no effect, and Mr. Kamphuis shall not receive any of the pay or benefits outlined in subparagraphs 3.a. through 3.e. above.  The Company agrees that it will not take any action described in the previous sentence based on facts that are currently known by the Company and that predate the execution of this Agreement.  For the avoidance of doubt, Mr. Kamphuis’s death or disability prior to the Retirement Date shall not be considered a failure to perform his obligations under this Agreement.

27.Exclusive Jurisdiction and Venue/Jury Waiver.  Mr. Kamphuis and MEC agree that this Agreement shall be applied and interpreted under the laws of the State of Wisconsin, without regard to conflict of law principles.  Any dispute relating to this Agreement shall be brought only in a state or federal court with jurisdiction in Milwaukee County, Wisconsin; both Mr. Kamphuis and MEC consent to the exclusive jurisdiction and venue of such courts.  

[signatures on next page]

EXHIBIT 10.2

AGREEMENT ON CONFIDENTIALITY, Trade secrets,
assignment of intellectual property, Competition and non-solicitation

THIS AGREEMENT ON CONFIDENTIALITY, TRADE SECRETS, ASSIGNMENT OF INTELLECTUAL PROPERTY, COMPETITION AND NON-SOLICITATION (this “Agreement”) is entered into by and between Mayville Engineering Company, Inc. (“MEC” or the “Company”), and the employee identified on the signature page of this Agreement (“Employee”).  It is entered into to protect and preserve MEC’s rights in various intellectual property, confidential information, trade secrets, and business assets, and to protect MEC from unfair competition.  

1.BACKGROUND.  MEC is a leading U.S.-based contract manufacturer that provides a broad range of prototyping and tooling, production fabrication, coating, assembly and aftermarket services. MEC’s customers operate in diverse end markets, including heavy- and medium-duty commercial vehicle, construction, powersports, agriculture, military and other end markets. Along with process engineering and development services, MEC maintains an extensive manufacturing infrastructure in 20 facilities across seven states. These facilities make it possible to offer conventional and CNC stamping, shearing, fiber laser cutting, forming, drilling, tapping, grinding, tube bending, machining, welding, assembly and logistic services. MEC also possesses a broad range of finishing capabilities including shot blasting, e-coating, powder coating, wet spray and military grade chemical agent resistant coating (CARC) painting.  The Company enjoys a competitive advantage in a highly competitive market because of its continuous research and development of the processes and practices it uses to design and manufacture products, including the development and expansion of products, markets, services and customer relations.  The Company has customers, customer relationships, intellectual property, confidential information and other business assets (some of which is more particularly identified below) by virtue of the work it performs and continues to develop and acquire further customers, confidential information, intellectual property and assets.  MEC has expended significant time, money and effort in developing that competitive edge and takes measures to protect it, including the regular use of computer passwords, locks and other security measures.  

2.DEFINITIONS.

a.Protected Information.  “Protected Information” means Company information not generally known to, and not readily ascertainable through proper means by, the Company’s competitors on matters such as customer lists, customer information, and customer needs; nonpublic financial information; marketing, business and strategic plans; business methods; research strategies and plans; patent applications; sales and marketing plans; future market and product plans; Company (not individual) know-how; trade secrets; Company research and development, techniques, processes, product development, work processes or methodologies; production machinery, tools, raw materials and methodologies; analytical analyses, product analyses, inventions, formulaic work, formulas, formulaic techniques, analytical methodology, efficacy data and testing data; technology, drawings, engineering, code, code writing, software (and hardware) development and platform development; mechanical development and research, and all drawings or engineering for the same; and other information of a technical or economic nature relating to the Company’s business, and to which Employee has access.  Protected Information includes negative know-how, which is information about what the Company has tried that did not work, if that information is not generally known or easily ascertainable by the Company’s competitors and would give them an advantage in knowing what not to do.  Information, data, and materials received by the Company from others in confidence (or subject to nondisclosure or similar covenants that is of the same character as that described in this paragraph, shall also be deemed to be and shall be Protected Information.

Notwithstanding the foregoing, Protected Information shall not include information that Employee can prove: (i) was in the public domain, being publicly and openly known through lawful and proper means; (ii) was independently developed or acquired by Employee without reliance in any way on other Protected Information of the Company or any customer, client or partner; or, (iii) was approved by the Company for use and disclosure by Employee without restriction.

b.Company Customer.  “Company Customer” is limited to those customers, clients or partners who did business with the Company within the most recent twenty-four (24) months of Employee’s employment and (a) about whom Employee, as a result of his employment, had access to information or goodwill as a normal part of Employee’s job performance that would assist in solicitation of such Company Customer, or (b) with whom

Employee personally dealt on behalf of the Company in the twelve (12) months immediately preceding the last day of Employee’s employment and that Employee was introduced to or otherwise had business contact with such Company Customer as a result of his employment with the Company.  “Company Customer” shall also include an individual or business to whom a pitch to solicit or secure business or a sale was prepared (even if not yet made) within the 12-month period preceding the end of Employee’s employment, and with which Employee had not insignificant involvement in the preparation, or had exposure to specific information developed for that particular pitch.

c.Competitive Services.  “Competitive Services” means services of the type that the Company provided or offered to its customers, clients or partners at any time during the twelve (12) months immediately preceding the last day of Employee’s employment with the Company.  “Competitive Services” also includes those services that the Company was in the process of developing or which it was actively engaged in research and development to offer to a customer/client/partner or anticipated customer/client/partner at the time Employee’s employment with the Company ended.  Competitive Services does not include any service that the Company no longer provides and/or does not intend to provide in the 12-month period following the date on which Employee’s employment with the Company ends.

d.Competitive Products.  “Competitive Products” means products that serve the same function as, or that could be used to replace, products the Company provided to, offered to, or was in the process of developing for a present, former, or future possible customer/client/partner at any time during the twelve (12) months immediately preceding the last day of Employee’s employment.  Competitive Products does not include any product that the Company no longer provides and/or does not intend to provide in the 12-month period following the date on which Employee’s employment with the Company ends.

e.Direct Competitor.  “Direct Competitor” means a person, business or company providing Competitive Products or Competitive Services anywhere in the United States.  “Direct Competitor” does not include any business which the parties have agreed in writing to exclude from the definition, and the Company will not unreasonably or arbitrarily withhold such agreement.

3.OWNERSHIP RIGHTS.  In the course of his employment with MEC, Employee may have or may be creating, designing, drafting, developing or adding to the Company’s inventions or copyrights.  Employee shall promptly communicate all such work product to the Company.  

a.Inventions.  Any design, improvement, discovery, computer program, software development, mechanical development, hardware, know how, product or service idea, whether or not patentable or subject to copyright protection, developed by Employee during his period of employment with the Company shall be considered a “Company Invention” that belongs to the Company if it:  (a) involved the use of working time; (b) involved the use of Company equipment, supplies, facilities, or trade secrets; (c)  at the time conceived or first reduced to practice, related to the Company’s current or planned business activities; or (d) resulted from work performed for the Company (collectively, “Company Inventions”).  Employee assigns and agrees to assign to the Company, and the Company accepts and agrees to accept, Employee’s entire right, title, and interest in all Company Inventions (as just defined), and any patent rights arising therefrom.

b.Copyrights.  Any material written, created, designed, discovered, or drafted by Employee for the Company or connected to Employee’s employment with the Company shall be considered a work for hire and the property of the Company.  With respect to all intellectual property that is first created and prepared by Employee that is not covered by the definition of a “work made for hire” under 17 U.S.C. § 101 of the U.S. Copyright Act of 1976, such that Employee would be regarded as the copyright author and owner, Employee hereby assigns and agrees to assign to the Company, and the Company accepts and agrees to accept, Employee’s entire right, title, and interest in and to such works, including all copyrights therein.

c.Trade Secrets.  Any trade secret (as defined by law) developed by Employee during his period of employment with the Company shall belong to the Company if it:  (a) involved the use of working time; (b) involved the use of Company equipment, supplies, facilities, trade secrets or Protected Information; (c) at the time conceived or first reduced to practice, related to the Company’s current or planned business activities; or (d) resulted

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from work performed for the Company.  Employee assigns and agrees to assign to the Company all rights in all Company trade secrets (as just described) and any patent rights arising therefrom.

d.Cooperation.  When requested by the Company, during or after employment, Employee will support and cooperate with the Company in pursuing any patent, copyright, or trade secret protection in the United States and foreign countries for any Company Invention or work for hire.  Employee will sign such assignments or other documents considered necessary by the Company to convey ownership and exclusive rights, including patent rights, to the Company.  The costs of obtaining and defending patent and copyright rights shall be paid by the Company, and the Company shall pay reasonable compensation to Employee for his services under this Section 3.d. if Employee is not then employed by the Company.  

If Employee does not or will not sign any such document the Company requests, then Employee hereby irrevocably designates the Company and its officers and agents as his agents and attorneys-in-fact to act for and on his behalf and to execute such documents as needed to carry out the Company’s rights established in this Section 3.

e.Prior Inventions.  Employee has identified by listing immediately below all inventions, original works of authorship, developments, and improvements which were made by Employee prior to employment with the Company, which belong to Employee and which are not assigned to the Company hereunder (collectively referred to as “Prior Inventions”):  None(continued on separate page if necessary).  If nothing is identified above, then Employee acknowledges that there are no Prior Inventions.  If, in the course of employment with the Company, Employee incorporates any Prior Inventions into any work for hire, Company Invention, or Company trade secret, Employee grants the Company an irrevocable, worldwide, fully paid-up, royalty-free, non-exclusive license, with the right to sublicense through multiple tiers, to make, use, sell, improve, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based upon, and otherwise exploit or utilize in any manner the Prior Invention so incorporated.

f.Notice of Limits to Assignment.  The provisions of this Section 3 do not apply to any work product that Employee developed entirely on his own time without using Company equipment, supplies, facilities, trade secrets or Protected Information, unless the work product (1) relates to the Company’s business or demonstrably anticipated business, (2) relates to the Company’s actual or demonstrably anticipated research or development, or (3) results from any work performed by Employee for the Company.  

4.CONFIDENTIALITY.  

a.Necessity.  In the course of his employment with the Company, Employee may have or may be making use of, acquiring, or adding to the Company’s Protected Information.  In addition, Employee’s work for the Company requires Employee be provided access to valuable Protected Information.  The Protected Information to which Employee will have access is valuable to the Company and/or its customers and business partners and each party takes steps to maintain the secrecy and confidential nature of these matters, including the regular use of computer passwords, locks and other security measures, and requires employees with access to this information to execute agreements similar to this Agreement where possible.  Employee acknowledges that the Company will not provide Employee (on a going forward basis) with access to the valuable Protected Information unless Employee executes this Agreement.

b.Promises.  Employee makes the following promises regarding Protected Information.  Nothing in the following promises is intended to restrict Employee’s opportunities for employment.  The promises in this Section 4.b. are made to ensure that Employee does not use Protected Information except for the Company’s benefit.

i.Promise To Protect.  Employee promises to protect and maintain the confidentiality of Protected Information while employed by the Company.  Employee will follow all Company policies and procedures for the protection and security of this information.  Employee will also immediately report to management any potential or actual security breach or loss.

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ii.Promise to Return.  Employee agrees to return (and not retain) any and all materials reflecting Protected Information that he or she may possess (including all Company-owned equipment) immediately upon end of employment or upon demand by the Company.  

iii.Promise Not To Use Or Disclose.  Employee agrees to not use or disclose, except as necessary for the performance of his or her services on behalf of the Company or as required by law or legal process, any Protected Information where such use or disclosure would be detrimental to the interests of the Company.  This promise applies only for so long as such Protected Information remains confidential and not generally known to, and not readily ascertainable through proper means by, the Company’s competitors, or two years following the end of Employee’s employment with the Company, whichever occurs first. And, because the Company has significant sales throughout the United States (as referenced in paragraph 1 above), and because Protected Information is generally very portable and transferable without geographic borders or constraints, this prohibition applies throughout the United States.

c.Legal Proceedings, Government Investigations and Legal Actions.  If Employee is requested or required to provide Protected Information in a legal proceeding other than a government investigation or government legal action, Employee will promptly notify the Company of the request so that the Company may either seek an appropriate protective order or waive Employee’s obligations under this Agreement.  However, nothing in this Agreement prohibits Employee from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency (including but not limited to the National Labor Relations Board or the Equal Employment Opportunity Commission) or Inspector General, or making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation.  Employee does not need the prior authorization of the Company to make any such reports or disclosures and Employee is not required to notify the Company that he or she made such reports or disclosures.  Further, to the extent employee is covered by the National Labor Relations Act, nothing in this Agreement is intended (nor does it) prevent Employee from discussing applicable terms and conditions of employment, such as compensation and benefits and the like.

5.RESTRICTIVE COVENANTS.  Employee understands and agrees that the Company has legitimate interests in protecting its goodwill, relationships with customers, clients and business partners, and in maintaining its Protected Information, and hereby agrees that the following restrictions are appropriate to protect such interests and are narrowly construed to meet such goals.  

a.Non-Solicitation.  Employee acknowledges that the relationships and goodwill that Employee develops with Company Customers as a result of his employment belong to the Company and that using such relationships and goodwill against the interests of the Company would be unfair.  Employee further acknowledges that because those relationships and goodwill are based on personal trust, the Company will need an opportunity, free from interference by Employee, to secure the relationships and goodwill for itself after Employee’s employment ends.  Employee therefore agrees that while employed by the Company and for a period of twenty-four (24) months after Employee’s employment with the Company ends, for whatever reason, Employee will not, and will not assist anyone else to, (1) solicit or encourage any Company Customer to terminate or diminish its relationship with the Company relating to Competitive Services or Competitive Products; or (2) seek to persuade any Company Customer to conduct with anyone other than the Company any business or activity relating to Competitive Services or Competitive Products that such Company Customer conducts or could conduct with the Company.

b.Non-Competition.  Employee agrees that while employed by the Company and for a period of twenty-four (24) months after Employee’s employment with the Company ends for any reason, Employee will not, on Employee’s own behalf, or on behalf of any other person or entity, directly or indirectly, provide services to a Direct Competitor in a role where Employee’s knowledge of Protected Information is likely to affect Employee’s decisions or actions for the Direct Competitor, to the detriment of the Company.

c.Non-Interference.  Employee agrees that during his or her employment with the Company, and for a period of twenty-four (24) months from the termination of employment with the Company for any reason whatsoever, Employee shall not, either personally or in conjunction with others either (a) solicit, interfere with, or

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endeavor to cause any Restricted Employee of the Company to leave his or her employment in order to work for a Direct Competitor, or (b) otherwise induce or attempt to induce any such Restricted Employee to terminate employment with the Company in order to work for a Director Competitor.  A “Restricted Employee” is an employee of the Company with whom Employee has a managing or reporting relationship (direct or dotted line), which could be exploited by Employee to persuade the Restricted Employee to leave his or her employment with the Company, and whom has special knowledge and/or information (including access to Protected Information) that could cause the Company damage/harm if he or she went to work for a Direct Competitor.  Nothing in this Section 5 is meant to prohibit an employee of the Company that is not a party to this Agreement from becoming employed by another organization or person.  

6.REASONABLE RESTRICTIONS.  Employee agrees that the terms and conditions in Sections 2 through 5 are reasonable and necessary for the protection of the Company’s business and to prevent damage or loss to the Company as the result of action taken by Employee.  Employee acknowledges that he or she could continue to actively pursue his or her career and earn sufficient compensation without breaching any of the restrictions contained in these Sections.

7.EQUITABLE RELIEF.  Employee agrees that damages would be an inadequate remedy for the Company in the event of breach or threatened breach of Employee’s obligations under Sections 2 through 5, and thus, in any such event, the Company may, either with or without pursuing any potential damage remedies, immediately obtain and enforce an injunction prohibiting Employee from violating the promises in these Sections.  Employee understands that this provision regarding the issuance of an injunction does not limit any remedies at law or equity otherwise available to the Company.

8.TRADE SECRETS/DEFEND TRADE SECRETS ACT.  Nothing in this Agreement diminishes or limits any protection granted by law to trade secrets or relieves Employee of any duty not to disclose, use, or misappropriate any information that is a trade secret, for as long as such information remains a trade secret.  Additionally, nothing in this Agreement is intended to discourage Employee from reporting any theft of trade secrets to the appropriate government official pursuant to the Defend Trade Secrets Act of 2016 (“DTSA”) or other applicable state or federal law.  Additionally, under the DTSA, a trade secret may be disclosed to report a suspected violation of law and/or in an anti-retaliation lawsuit, as follows:

a.An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  

b.An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement shall limit, curtail or diminish the Company’s statutory rights under the DTSA, any applicable state law regarding trade secrets or common law.

9.NOTICE.  Employee agrees that he will give notice of this Agreement and Employee’s obligations to comply with its terms to any person or organization that Employee may become associated with during the first two (2) years after the termination of his employment with the Company.  Employee further agrees that the Company may, if it desires, send a copy of this Agreement to, or otherwise make the provisions in Sections 2 through 5 hereof known to any such person, firm or entity during that time.

10.CLAIMS BY EMPLOYEE.  Employee acknowledges and agrees that any claim or cause of action by Employee against the Company shall not constitute a defense to the enforcement of the restrictions and covenants set forth in this Agreement and shall not be used to prohibit injunctive relief.

11.CONSIDERATION.  Employee acknowledges that he shall be provided valuable confidential information, including Protected Information, continued employment, may be provided equity or equity opportunities in the Company, and/or enhanced retirement benefits, for the promises he has made in this Agreement.  Employee acknowledges that if he did not enter in to this Agreement, the Company would not continue to employ him, allow him access to Protected

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Information necessary for Employee to do his job, provide equity or the opportunity for equity (if provided), provide various retirement benefits or allow Employee to participate in the development of Protected Information.

12.EMPLOYMENT STATUS.  This Agreement does not create any rights to continued employment.  Employee and the Company agree that Employee is (and if previously employed remains) an at-will employee and each (Employee and the Company) retains their right to end the employment relationship with or without prior notice or reason.  Employee acknowledges and agrees that if the Company ends the employment relationship, he remains subject to the restrictions and requirements outlined in this Agreement for the periods identified in this Agreement.

13.REPRESENTATIONS.  Employee represents and warrants that he is free to enter into this Agreement and is not currently subject to any agreement or other obligation that would prevent Employee from engaging in the duties and responsibilities associated with his employment on behalf of the Company.  Employee further represents and warrants that he will not divulge or use any confidential information or trade secrets of another, including any prior employer, in the course of performing any services for the Company.  

14.NO WAIVER.  The failure to insist upon the performance of any of the terms and/or conditions of this Agreement, or the waiver of any breach of any of the terms and/or conditions of this Agreement, shall not be construed as thereafter waiving any such terms and/or conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

15.ASSIGNMENT.  The Company may assign this Agreement to its successors in connection with the sale of all or part of its business, and that successor may enforce this Agreement against Employee.  

16.SURVIVING TERMS.  Sections 2 through 11 shall survive the termination of Employee’s employment between Employee and the Company.  The parties acknowledge that those Sections are necessary in order to protect the legitimate business interests of the Company.

17.REVIEW BY COUNSEL.  Employee represents that he has had an opportunity to have this Agreement reviewed by counsel of his own choice prior to entering into this Agreement.

18.DIVISIBILITY OF AGREEMENT OR MODIFICATION BY COURT.  To the extent permitted by law, the invalidity of any provision of this Agreement will not and shall not be deemed to affect the validity of any other provision.  In the event that any provision of this Agreement is held to be invalid, it shall be, to the further extent permitted by law, modified to the extent necessary to be interpreted in a manner most consistent with the present terms of the provision, to give effect to the provision.  However, in the event that any provision of this Agreement is held to be invalid and not capable of modification by a court, then it shall be considered expunged, and the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

19.MODIFICATION OR AMENDMENT.  This Agreement may not be modified or amended except through a writing signed by hand by both Employee and the authorized representative of the Company, except as required by a court with competent jurisdiction in order to enforce this Agreement.

20.EXECUTION OF AGREEMENT.  This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one (1) party, but all such counterparts taken together shall constitute one and the same instrument.  Further, this Agreement may be signed and delivered by means of facsimile or scanned pages via electronic mail, and such scanned or facsimile signatures shall be treated in all manner and respects as an original signature and shall be considered to have the same binding legal effect as if it were an original signature, and no party may raise the use of facsimile or scanned signatures as a defense to the formation of this Agreement.

21.COMPLETE AGREEMENT.  This Agreement constitutes the full and complete understanding and agreement of the parties and supersedes all prior understandings and agreements regarding the assignment of intellectual property, confidentiality, trade secrets, competition and non-solicitation.  Employee may not rely on any prior discussions,

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statements or agreements regarding Employee’s restrictive covenants or obligations on the matters covered in this Agreement.  

22.EXCLUSIVE VENUE.  Employee and MEC agree that any dispute relating to this Agreement shall be brought only in a state or federal court with jurisdiction in Milwaukee County, Wisconsin; both Employee and MEC consent to such courts as the exclusive venue for any such disputes.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND FULLY ALL ITS TERMS.

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