8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 7, 2006 (September 6, 2006)

Summa Industries(Exact Name of Registrant as Specified in Charter)

Delaware	1-7755	95-1240978
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)
21250 Hawthorne Boulevard, Suite 500, Torrance, California		90503
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 792-7024

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Material Amendment to a Material Definitive Agreement.

As previously reported on our current report on Form 8-K filed with the SEC on September 1, 2006, on August 31, 2006, we entered into an agreement and plan of merger, which we refer to as the merger agreement, with Habasit Holding AG, a Swiss company, which we refer to as Habasit, and Habasit Holding USA, Inc., a Delaware corporation and a wholly-owned subsidiary of Habasit, which we refer to as the purchaser.  Pursuant to the terms and subject to the conditions of the merger agreement, the purchaser agreed to offer to acquire our company for a purchase price of $15.00 per share, which we refer to as the offer price, net to the holders thereof, in cash, without interest.  If the offer is successful, subject to the satisfaction or waiver of specified conditions, the offer would be followed by a merger of the purchaser into our company, which we refer to as the merger.  In the merger, each share of our common stock which was not tendered and accepted pursuant to the offer and which is not a dissenting share would be converted into the right to receive the offer price.

Employment Agreements

On September 6, 2006, the purchaser entered into a new employment agreement with Mr. James R. Swartwout, our chairman, president, chief executive officer and chief financial officer, and one of our directors, dated as of August 31, 2006, and an amended and restated employment agreement with Mr. Trygve M. Thoresen, our vice president of business development, secretary and general counsel, dated as of August 31, 2006.  Both of these new employment agreements become effective, if at all, only upon the consummation of the merger, at which time we would become a party to each of the agreements.  Both agreements have an initial term, subject to earlier termination, and thereafter will continue in effect unless terminated in accordance with the employment agreement.  Both new employment agreements also have customary confidentiality, indemnification and non-compete provisions.

The employment agreement with Mr. Swartwout will supersede, at the effective time of the merger, our amended and restated employment agreement with Mr. Swartwout dated June 1, 2001. The agreement sets forth the terms of his employment with the purchaser as its president, chief executive officer and chief financial officer and provides for, among other matters: (1) an initial term of three years, (2) a base salary of $385,000 per annum, (3) performance-based cash bonuses of up to $195,000 per annum based on the achievement of specific goals set forth in the agreement, and (4) discretionary special bonuses awarded by the Summa Industries board of directors in consideration of the accomplishment of corporate development or other extraordinary objectives.  Under the employment agreement, Summa may terminate the employment agreement for cause (as that term is defined in his employment agreement) at any time or without cause effective on or after the expiration of the initial term with not less than one year’s notice.  In the event that Mr. Swartwout’s employment is terminated by us without cause, or is terminated by Mr. Swartwout for good reason (as that term is defined in his employment agreement), during the initial term for reasons other than death, total disability (as that term is defined in his employment agreement) or cause, Mr. Swartwout will be entitled to a severance payment equal to his then-current base salary for the remainder of the initial term or, if greater, one year.

The employment agreement with Mr. Thoresen will amend and restate, at the effective time of the merger, our amended and restated employment agreement with Mr. Thoresen dated June 1, 2001.  The agreement sets forth the terms of his employment with Summa as our vice president of business development, general counsel and secretary and provides for, among other matters:  (1) an initial term of two years and successive renewal terms of one year, (2) a base salary of $275,000 per annum, and (3) performance-based cash bonuses of up to 40% of base salary per annum based on the achievement of specific goals in accordance with the terms of a bonus plan or arrangement adopted and administered by our board of directors for our senior executives.  Under the employment agreement, the purchaser may terminate the employment agreement for cause (as that term is defined in his employment agreement) at any time or without cause effective prior to the expiration of the initial term with not less than twelve months notice, or without cause effective at the expiration of the initial term with not less than 30 days notice.  However, if Summa terminates Mr. Thoresen’s employment without cause (as that term is defined in his employment

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agreement), or Mr. Thoresen terminates his employment for good reason (as that term is defined in his employment agreement), Mr. Thoresen will be entitled to a severance payment equal to his then-current base salary for the remainder of the initial term or renewal term, as applicable.

Copies of the employment agreements entered into between the purchaser and Messrs. Swartwout and Thoresen are attached hereto as Exhibits 99.1 and 99.2, respectively, and each of them is incorporated herein by reference.  The foregoing description of the employment agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the respective employment agreements.

Additional Information and Where to Find It

This current report is neither an offer to purchase nor a solicitation of an offer to sell shares of Summa Industries.  In connection with the proposed acquisition, we and Habasit intend to file relevant materials with the SEC.  Habasit Holding USA, Inc. will be filing with the SEC and mailing to our stockholders a tender offer statement, and Summa Industries will be filing with the SEC and mailing to our stockholders a solicitation/recommendation statement, with respect to the offer.  Our stockholders are urged to read the tender offer statement and the related solicitation/recommendation statement regarding the acquisition of our company referenced in this current report because they will contain important information that should be read carefully before any decision is made with respect to the offer.  Investors and security holders will be able to obtain free copies of these document (when they become available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov or by calling the SEC at 1-800-SEC-0330.  In addition, investors and security holders may obtain copies of the documents filed by us with the SEC at no charge by writing us at 21250 Hawthorne Blvd., Suite 500, Torrance, California  90503, or by calling us at 310-792-7024.

Item 8.01.Other Events.

Please see the disclosure under Item 1.01 above.

Item 9.01.Financial Statements and Exhibits.

(c) Exhibits.

99.1	Employment Agreement, dated as of August 31, 2006, by and between Habasit Holding USA, Inc., and James R. Swartwout
99.2	Amended and Restated Employment Agreement, dated as of August 31, 2006, by and between Habasit Holding USA, Inc., and Trygve M. Thoresen

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUMMA INDUSTRIES,
	a Delaware corporation
Date: September 7, 2006	By:	/s/ James R. Swartwout
		James R. Swartwout
		President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT

In consideration of the mutual promises and agreements set forth below, HABASIT HOLDING USA, INC. (the “Company”) and JAMES R. SWARTWOUT (the “Executive”) agree to enter into this EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 31, 2006 and effective as of the closing date (the “Effective Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, of even date herewith, by and among Habasit Holding AG, the Company and Summa Industries, as follows:

1.             Employment

The Company shall employ Executive, and Executive shall be employed by the Company, upon the terms and subject to the conditions set forth herein.

2.Term

The initial term of Executive’s employment hereunder (the “Employment”) shall commence as of the Effective Date and shall continue for a period of three (3) years from the Effective Date (the “Initial Term”), unless the Employment is sooner terminated pursuant to the terms of this Agreement.  After the Initial Term, the term of the Employment shall continue until terminated pursuant to the terms of this Agreement.

3.Duties and Responsibilities

(a)Executive shall serve as the president, chief executive officer and chief financial officer of the Company and Executive’s duties shall include those duties assigned to him by the Board of Directors of the Company, which may include duties related to the Company’s affiliates and subsidiaries, as determined by the Board of Directors of the Company.  Without limiting the generality of the foregoing, Executive shall be responsible for implementing the strategy of the Company and its subsidiaries, preparing annual budgets for approval by the Company’s board of directors, reporting monthly financial results to the Board of Directors of the Company informing the Board of Directors of the Company of business opportunities and risks and the strategic implications thereof, complying in all respects with the policies of the Habasit group of companies and all applicable laws, and such further duties as generally performed by the chief executive officer and chief financial officer of a company, or as may be assigned to him from time to time by the Board of Directors of the Company (including serving on the board of directors and executive counsel of affiliates of the Company’s parent, Habasit Holding AG).

(b)Executive shall faithfully serve the Company, devote Executive’s full working time, attention and energies, no less than 40 hours per week on average, to the business of the Company, its subsidiaries and affiliated corporations, and perform Executive’s duties hereunder to the best of Executive’s abilities.

4.Compensation and Benefits

(a)Base Salary

The Company shall pay Executive a base salary, to be paid monthly in arrears, in the amount of three hundred eighty five thousand dollars ($385,000) (the “Base Salary”). The Company may, in its sole discretion, increase the Base Salary from time to time as it deems appropriate.  The Base Salary shall be paid in accordance with the Company’s standard payroll practice for employees of a similar type and position as Executive.  Payment by the Company of the Base Salary shall cease upon Executive’s death.

(b)Bonuses

As soon as practicable after the end of each fiscal year, but in no event later than 90 days after the end of each fiscal year, Executive may receive a cash bonus on a calendar year basis as determined by the Board of Directors of the Company.  The method of calculating such bonus shall be agreed upon by the Executive and the Company following the Effective Date, provided, that the Executive and the Company anticipate that the mechanism for calculating such bonus shall be substantially similar to the following for each fiscal year:

(i)In the event that each of (A) the Company’s net revenue, and (B) the Company’s earnings before interest and taxes (“EBIT”) (in each case excluding extraordinary income) is equal to or greater than the Company’s net revenue and EBIT for the previous fiscal year, Executive shall be eligible to receive a base bonus equal to sixty five thousand dollars ($65,000) (the “Base Bonus”).

(ii)In the event that the Company’s net revenue exceeds the Company’s net revenue for the previous fiscal year by more than 10%, Executive shall be entitled to receive, in addition to the Base Bonus, an amount equal to 50% of the base bonus (such amount being $32,500).  In the event that the Company’s net revenue exceeds the Company’s net revenue for the previous fiscal year by more than 15%, Executive shall be entitled to receive, in addition to the Base Bonus, an amount equal to 100% of the Base Bonus (such amount being $65,000).

(iii)In the event that the Company’s EBIT exceeds the Company’s EBIT for the previous fiscal year, Executive shall be entitled to receive, in addition to the Base Bonus, an amount equal to 10% of the Base Bonus (such amount being $6,500) (A) for each 1% by which the Company’s EBIT exceeds the Company’s EBIT for the previous fiscal year, up to an increase in the Company’s EBIT of 5%, and (B) for each 0.5% by which the Company’s EBIT exceeds the Company’s EBIT for the previous fiscal year above 5%, up to a maximum of 100% of the Base Bonus (such amount being $65,000).

(iv)In the event that Executive is entitled to earn any bonus pursuant to Sections 4(b)(i) or 4(b)(ii) hereof (the aggregate amount of such bonuses being the “Aggregate Bonus”), if the Company’s EBIT is less than the

Company’s EBIT for the previous fiscal year, the Aggregate Bonus shall be reduced by 10% for each 5% by which the Company’s EBIT is less than the Company’s EBIT for the previous fiscal year.

(v)In the event that the Company’s EBIT is less than the Company’s EBIT for the previous fiscal year, Executive shall not be entitled to receive any bonus, including without limitation any Aggregate Bonus.

In addition to the foregoing, the Board may grant Executive a special bonus at any time in consideration of the accomplishment of corporate development or other extraordinary objectives.

(c)Expense Reimbursement

The Company shall reimburse Executive for the ordinary and necessary business expenses incurred by Executive in the performance of Executive’s duties hereunder, provided that such expenses are incurred and accounted for in accordance with the Company’s usual policy.

(d)Vacations

During the Employment, Executive is entitled to vacation, which will accrue at the rate of five (5) weeks per year (the “Cap”).  Once the Cap has been accrued, no additional vacation will accrue until vacation has been used, at which time, vacation will again begin to accrue at the prescribed rate until the Cap is again reached.  There will be no retroactive accrual of vacation for the period of time the accrued vacation was at the Cap.

(e)Other Benefit Plans and Fringe Benefits

Executive shall be eligible to participate in all employee benefit plans, policies or arrangements maintained by the Company during the Employment and to receive all fringe benefits for which Executive’s status and level of Employment qualify him in accordance with the Company’s usual policies and arrangements and the terms of such plans, policies and arrangements in effect at any one time.

(f)Relocation

The Company shall not transfer Executive to any location other than the Company’s present location without Executive’s consent.

5.Termination

(a)Death or Disability

The Employment shall terminate immediately upon Executive’s death, or upon Executive becoming “Totally Disabled.”  For purposes of this Agreement, Executive shall be “Totally Disabled” if Executive is physically or mentally incapacitated so as to render Executive incapable of performing substantially all of Executive’s usual and customary duties with respect to the Employment.  Executive’s receipt of Social Security disability benefits shall be deemed

conclusive evidence of Total Disability for purpose of this Agreement; provided, however, that in the absence of Executive’s receipt of such Social Security benefits, the Company’s Board of Directors may, in its sole discretion (but based upon appropriate medical evidence), determine that Executive is Totally Disabled.

(b)Termination by the Company for Cause

The Company may terminate the Employment at any time for “Cause.”

(c)Termination by the Company without Cause

The Company may terminate the Employment without Cause at any time after the date at which one year remains of the initial term, by providing twelve (12) months written notice to the Executive.  For the purpose of this agreement, “Cause” means:

(i)Executive’s commission of any act of fraud, embezzlement, dishonesty or theft toward the Company;

(ii)Executive’s continuing failure to substantially perform the duties, functions and responsibilities of the individual’s position with the Company after written warning from the Board in which the performance deficiencies are identified and a reasonable cure period of at least thirty (30) days is provided;

(iii)Executive’s conviction of a felony or performance of an act of illegal discrimination, including, but not limited to, sexual harassment;

(iv) Executive’s engaging in any activity that results in Executive having a conflict of interest with the Company;

(v)two consecutive fiscal years in which each of the Company’s revenue and EBIT for each such year is less than the Company’s revenue and EBIT for the previous two years; and

(vi)the Company’s performance resulting in negative EBIT during any fiscal year.

Termination for Cause must be evidenced by a specific resolution adopted by a unanimous vote of the Board after Executive is given an opportunity prior to the expiration of such 30-day period, together with his legal counsel, to be heard before the Board.  At least 15 days prior to such hearing, the Board shall provide Executive with a written notice which lists the Board’s reasons for termination of this Agreement.

(d)Termination by Executive

Executive agrees to be employed by the Company through the expiration of the Initial Term.  Executive may terminate the Employment at any time after providing three (3) months written notice to the Company, provided, however,

that if Executive terminates the Employment during the Initial Term, the Company shall have any and all remedies available to it as a result of Executive’s early termination of the Employment.

6.Compensation Following Termination

(a)Compensation and Benefits

Except as otherwise provided in this Section 6, upon termination of the Employment, Executive’s right to compensation hereunder shall cease, except that Executive (or Executive’s beneficiary or estate, as the case may be) shall be entitled to receive (i) any accrued but unpaid Base Salary for services rendered to the date of termination as determined pursuant to Section 4(a), (ii) any accrued but unpaid bonus for services rendered to the date of termination as determined pursuant to Section 4(b), (iii) any accrued but unpaid expenses required to be reimbursed pursuant to Section 4(c), and (iv) any vacation accrued under paragraph 4 (d) to the date of termination. The benefits to which Executive may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 4(e) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

(b)Termination Without Cause

In the event that the Employment is terminated by the Company without Cause or is terminated by Executive for Good Reason during the Initial Term pursuant to Section 5(c) for reasons other than death, Total Disability or Cause, Executive shall be eligible to receive severance pay equal to Base Salary for the remainder of the Initial Term or of the continuing term only upon the execution of a reasonable release form furnished by the Company (which may include any provision customary in formal settlement agreements and general releases, including, without limitation, the release of the Company and all conceivably related persons or entities (affiliates) from all known and unknown claims and a covenant to never pursue any released claims in the future).  For the purpose of this Agreement, Good Reason means “Good Reason” shall exist if any of the following events occur without Executive’s express written consent, and the occurrence of such event is not cured by the Company after written warning by Executive and a cure period of fifteen (15) days:

(a)there is an adverse change in the nature or the scope of Executive’s authority, in his overall working environment or in his title;

(b)Executive is assigned duties materially and adversely inconsistent with his present duties, responsibilities and status;

(c)there is a reduction in Executive’s rate of base salary or annual bonus, or Executive’s base salary, bonus or benefits are not raised or administered on a consistent percentage basis as compared to raises granted to comparable senior executives of the Company; or

(d)The Company requires Executive to transfer to any location other than Executive’s present location without Executive’s consent.

For the purposes of this Agreement, any good faith determination of Good Reason made by Executive shall be conclusive.

7.Confidentiality

Executive acknowledges that as an integral part of the Company’s business and with a considerable investment, the Company has developed and will develop:  technology, programs, plans, procedures, methods of operation and production, financial data, lists of actual and potential customers and suppliers and related data, marketing strategies, plans for development and expansion and other confidential and sensitive information.  Executive acknowledges that the Company has a legitimate business interest in protecting the confidentiality of this information, and that disclosure of this information to competitors of the Company could cause serious and irreparable injury to the Company.  Executive acknowledges that, as a managerial employee of the Company, Executive will be entrusted with such information.  Executive, therefore, acknowledges a continuing responsibility with respect to the protection of such information and agrees as follows:

(a)Definition of Confidential Information

“Confidential Information” means any information, data or other materials of the Company or any of its parents, subsidiaries or affiliates (collectively, the “Company Entities”) which:  (i) is proprietary or confidential to any of the Company Entities or otherwise was or is designated by a Company Entity, as Confidential Information, (ii) is not generally available to the general public, and (iii) is acquired by, disclosed to or known by Executive as a result of or through Executive’s relationship with the Company Entities (including information conceived, originated, discovered or developed in whole or in part by Executive).  Confidential Information shall include, without limitation:  (a) information concerning actual and potential customers, (b) sales information, marketing and product development plans, marketing techniques, pricing policies and market forecasts, (c) information concerning proprietary computer systems (including hardware and software), support systems and techniques and methods, (d) information with respect to developments, improvements, inventions, ideas, processes, procedures, discoveries, concepts, designs, drawings, specifications, data and “know-how,” (e) financial information (including, without limitation, sales and revenue information and financial statements), (f) product or service information (including, without limitation, product designs and specifications, product development plans, product strategies and product delivery systems), (g) information which, if used or disclosed, could adversely affect any of the Company Entities or give a competitor an advantage over a party without access to the information, and (h) information of a type described in the foregoing clauses (a) through (h) which the Company Entities obtained, or which the Company Entities obtain, from another party who treats the information as proprietary or designates it as confidential information or which is designated

with a legend indicating that it is confidential or proprietary (whether or not owned or developed by the Company Entities).

(b)Non-Disclosure Covenants

(i)Executive will treat as confidential and will not, without the Company’s prior written approval, use (other than in the performance of duties of the Employment), publish, disclose, or authorize anyone else to use, publish, or disclose, either during the term of the Employment or thereafter, any information which constitutes Confidential Information, whether or not the information is in written or tangible form.

(ii)All records, notes, files, drawings, documents, plans and like items, and all copies of such items, relating to or containing Confidential Information of the Company or third parties which are made or kept by Executive or which are disclosed to or otherwise come into Executive’s possession, shall be the sole and exclusive property of the Company.  Upon termination of the Employment, Executive agrees to deliver immediately to Executive’s supervisor the originals and all copies of any of the foregoing then in his possession.

8.Disclosure and Assignment of Rights

(a)Executive covenants and agrees that all inventions, products, processes, programs, designs, ideas, discoveries, works of authorship, as well as improvements thereto, whether patentable or not and including all computer programs, modifications of computer programs and data processing systems, analyses and techniques (collectively, “Developments”) (i) conceived, developed, or made by Executive, alone or jointly, during the term of the Employment or growing out of the Employment or related in any manner to the business of the Company, shall belong solely and exclusively to the Company, whether or not conceived or developed during Executive’s hours of employment or with use of the Company’s facilities or materials and (ii) conceived, developed or made by Executive, alone or jointly, during Executive’s hours of employment or with use of the Company’s facilities or materials, and Executive further covenants and agrees that he or she:

(i)Will promptly disclose all Developments to the Company;

(ii)Hereby assigns to the Company, without additional compensation, the entire rights to all Developments for the United States and all foreign countries;

(iii)Hereby waives all rights which Executive may have in any Developments in favor of the Company;

(iv)Will sign all papers and do all acts necessary or desirable to carry out the above, including enabling the Company to file and prosecute applications

for, acquire, ascertain and enforce in all countries, patent, trademark or servicemark registrations, or copyrights covering or otherwise relating to any Developments and to enable the Company to protect its proprietary interests therein; and

(v)Will give testimony, at the Company’s expense, in support of Executive’s invention and development thereof.

(b)Executive further covenants and agrees that it shall be conclusively presumed as against Executive that: (i) any Development described in a patent, service mark, trademark, or copyright application or disclosed in any manner to a third person, and (ii) any computer program, modification of any computer program, or systems technique for processing data disclosed, used or described by Executive or any person with whom Executive has any business, financial or confidential relationship within one (1) year after leaving the employ of the Company was conceived or made by Executive during the term of the Employment and that such invention shall be the sole and exclusive property of the Company.

9.Non-Solicitation Covenant.

To prevent Executive from inevitably breaking his promise to protect the Company’s Confidential Information, Executive further agrees that, during the term of the Employment and for a period of twelve (12) months after termination of the Employment, whether such termination is voluntary or involuntary, with or without Cause:  (1) as to any customer or supplier of the Company with whom Executive had dealings or about whom Executive acquired proprietary information during the Employment, Executive will not solicit or attempt to solicit (or assist others to solicit) the customer or supplier to do business with any person or entity other than the Company; and (2) Executive will not solicit or attempt to solicit (or assist others to solicit) for employment any person who is, or within the preceding six (6) months was, an officer, manager, employee, or consultant of the Company.

10.Enforcement of Covenants

(a)In the event of breach or anticipatory breach of Section 7, 8 or 9 by Executive, Executive and the Company agree that the Company shall be entitled to the following particular forms of relief, in addition to remedies otherwise available to it at law or equity: injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach.

(b)Separability of Covenants

The covenants contained in Sections 7, 8 and 9 constitute a series of separate covenants, one for each applicable State in the United States and the District of Columbia, one for each Province in Canada, and one for each applicable foreign country.  If in any judicial proceeding a court shall hold invalid or unenforceable any of the separate covenants deemed included herein because that covenant is held to be excessively broad as to time, geographic area, activity or subject

matter, then that covenant shall be deemed amended by limiting and reducing it so as to be valid and enforceable to the maximum extent compatible with the applicable laws of such jurisdiction, such amendment only to apply with respect to the operation of such covenant in the applicable jurisdiction in which the adjudication is made.  Executive and the Company further agree that the covenants in Sections 7, 8 and 9 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Executive against the Company whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of the covenants of Sections 7, 8 or 9.  In addition, any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and conditions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

11.Assistance in Litigation

Executive shall, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company at the Company’s sole cost and expense (during the term of this Agreement and thereafter) in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.

12.Return of Information

When Executive’s Employment ends, Executive will promptly deliver to the Company, or, at its written instruction, destroy, all Confidential Information, records, files, documents, data, drawings, manuals, letters, notes, reports, electronic mail, recordings, and copies thereof, of or pertaining to it or any of its affiliates, subsidiaries or parent companies in Executive’s possession or control.

13.Income Tax Withholding

The Company shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.

14.Arbitration

All controversies, claims and disputes between the parties hereto with respect to or arising out of the provisions of this Agreement shall be resolved in accordance with the Mututal Agreement to Arbitrate Claims executed concurrently herewith by the parties.

15.Indemnification

To the fullest extent permitted by law and without limiting any other indemnification rights Executive may have, the Company shall, during and after the Employment Term, indemnify Executive (including the advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by Executive in connection with the defense of any lawsuit or other claim for which he is made a party by reason of having at any time (including prior to the date hereof) been an officer, director or employee of the Company or any of its Affiliates.

16.Miscellaneous

(a)Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in that State, and Executive hereby agrees to the jurisdiction of the State of California.

(b)Notice

Any notice, consent, request or other communication made or given in connection with this Agreement shall be delivered personally (including by overnight courier or express mail services) or sent by registered or certified mail, postage or fees prepaid:

If to Executive:

James R. Swartwout
c/o Summa Industries
21250 Hawthorne Blvd, Suite 500
Torrance, CA  90503

If to the Company:

Habasit Holding USA, Inc.
c/o Habasit Holding AG
Romerstrasse 1 CH-4153
Reinach, Switzerland
Attention:  Giovanni Volpi, CEO

(c)Entire Agreement; Amendment

This Agreement shall supersede any and all existing agreements between Executive and the Company or any of its affiliates or subsidiaries relating to the terms of the Employment, including without limitation any existing employment agreement between Executive and Summa Industries. It may not be amended except by a written agreement signed by both parties.

(d)Waiver

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(e)Assignment

This Agreement shall be binding upon, and shall inure to the benefit of, Executive and his or her estate, but Executive may not assign or pledge this Agreement or any rights arising under it, except to the extent permitted under the terms of the benefit plans in which he or she participates.  Without Executive’s consent, the Company may assign its rights or obligations under this Agreement to any

affiliate or to a successor that agrees in writing to be bound by this Agreement, after which the reference to the “Company” in this Agreement shall be deemed to be a reference to the affiliate or successor, and the Company thereafter shall have no further primary, secondary or other responsibilities or liabilities under this Agreement of any kind other than for failures to pay sums as may be due under Section 6 hereof.

(f)Headings

Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement.

(g)Rules of Construction

Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

(h)Counterparts

This Agreement may be executed by facsimile and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

Company:

HABASIT HOLDING USA, INC.

By:

Name:

Title:

Executive:

Name:

EX-99.2

Exhibit 99.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Habasit Holding USA, Inc., a Delaware corporation (the “Company”), and Trygve M. Thoresen (“Executive”), is dated as of August 31, 2006 and is effective only in the event that the merger contemplated by that certain Agreement and Plan of Merger, of even date herewith, by and among Habasit Holding AG, the Company and Summa Industries, a Delaware corporation (“Summa”) (the “Merger Agreement”), is consummated, in which case it shall be effective as of the effective time of such merger (the “Effective Time”) occurs (and in the event such merger is not consummated, this Agreement shall be null and void and of no force and effect), with reference to the following facts:

A.            Executive is currently employed by Summa subject to the terms of that certain Amended and Restated Employment Agreement dated as of June 1, 2001 between the Company and Executive (the “Prior Agreement”);

B.            The Company and Executive desire to amend and restate the Prior Agreement, the Company desires to continue to retain the services of Executive and Executive desires to continue to provide such services, upon the terms and conditions hereinafter set forth; and

C.            Schedule A attached hereto contains definitions of certain capitalized terms used herein.

NOW, THEREFORE, IN CONSIDERATION OF the foregoing recitals and the mutual promises and agreements herein contained, Executive and the Company by this Agreement agree as follows:

1.     Employment.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth.

2.     Term.  The initial term of Executive’s employment under this Agreement (the “Employment Term”) commenced in August 2000 and shall expire on the date that is two (2) years from the Effective Time (the “Initial Term”) unless sooner terminated pursuant to the terms of this Agreement.  The Company may terminate the Initial Term at any time by providing twelve (12) months’ prior written notice to the Executive.  After the Initial Term, the Employment Term shall continue for additional one year terms unless terminated by either party upon thirty (30) days’ prior written notice to the Executive.

3.     Title and Duties.  During the Employment Term, Executive shall hold the titles of Vice President of Business Development, General Counsel & Secretary plus such other titles as the Board may designate from time to time.  Executive shall devote such of his working time and effort to the business and affairs of the Company as may reasonably be required of him in the discharge of the duties and responsibilities of such office, but no less than 40 hours

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per week on average.  During the Employment Term, Executive shall report to the Chief Executive Officer or his designee.

4.     Compensation.

4.1           Base Salary.  For services performed by Executive for the Company pursuant to this Agreement during the Employment Term, the Company shall pay Executive a base salary at the rate of $275,000 per year, payable in substantially equal installments in accordance with the Company’s regular payroll practices as in effect from time to time.

4.2           Salary Modifications.  During the Employment Term, the base salary of Executive shall be reviewed no less frequently than annually by the Board to determine whether or not such base salary should be increased or decreased in light of the duties and responsibilities of Executive, the performance thereof, the performance of the Company and the general employment market.  If it is determined that a modification is merited, such modification shall be promptly put into effect and the base salary of Executive as so modified shall constitute the base salary of Executive for purposes of Section 4.1.

4.3           Annual Bonuses.  For each fiscal year during the Employment Term, Executive shall be eligible to receive a cash bonus based on the Company’s achievement of certain operating and/or financial goals, with an annual bonus amount of up to 40% of Executive’s then current annual base salary, in accordance with the terms of a bonus plan or arrangement adopted and administered by the Board for senior executives of the Company, which plan may be amended from time to time by the Board in its discretion.

5.     Benefits.  During the Employment Term, Executive and his dependents shall be eligible for participation in and shall receive all benefits under all employee benefit plans, practices, policies and programs provided by the Company from time to time to the extent applicable generally to other senior executives of the Company; provided, that upon a change of control after which the Company is controlled by an operating entity, then (i) Executive and his dependents shall be entitled to receive benefits under such plans, practices, policies and programs, each of which shall be no less favorable than the more favorable of (a) the benefits provided to Executive by the Company prior to the change of control and (b) the benefits provided to the acquiring entity’s executives with comparable titles or positions, and (ii) if the receipt of any such benefits is determined by time of service, all past services rendered by Executive shall be considered performed for the acquiring entity.

6.     Expense Reimbursement.  The Company shall reimburse Executive for all actual and reasonable expenses incurred by Executive in connection with his duties in accordance with the Company’s reimbursement policy as in effect from time to time.

7.     Payment Upon Termination.

7.1           Compensation and benefits shall be payable by the Company upon a termination of this Agreement in accordance with the following:

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(a)   General Termination Payments.  Subject to Section 7.1(b) below, if this Agreement is terminated by either party for any reason, then Executive shall be entitled to receive (i) the amount of base salary earned through the date of termination, (ii) the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued relating to Executive as of the date of termination, (iii) any vacation pay, expense reimbursements and other cash entitlements accrued relating to Executive as of the date of termination, and (iv) any other amounts required by applicable law to be paid by the Company.

(b)   Termination Without Cause. If the Company terminates the Agreement for any reason other than for Cause or if Executive terminates the Agreement for Good Reason, then, in consideration for Executive’s covenants not to compete with the Company as set forth in Section 9, in addition to the amounts to which Executive is entitled pursuant to Section 7.1(a), (i) Executive shall be entitled to receive severance pay equal to his base salary for the remainder of the Initial Term or of the continuing term only upon execution of a reasonable release form furnished by the Company (which may include any provision customary in formal settlement agreements and general releases, including, without limitation, the release of the Company and all conceivably related persons or entities (affiliates) from all known and unknown claims and covenant to never pursue any released claim in the future.

7.2           Mitigation and Set-Off.  In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and, such amounts shall not be reduced whether or not Executive obtains other employment.

7.3           Exclusivity of Remedies.  Executive agrees that the rights and entitlements set forth in Section 7.1 are his exclusive rights and entitlements from the Company upon the termination of Executive’s employment with the Company for any reason, and upon such termination, the Company shall be released from all other obligations under this Agreement or otherwise.

7.4           Return of Company Property.  Upon termination of this Agreement for any reason, Executive shall immediately cease use of any and all Company property in his possession and shall immediately return any and all Company property in his possession, custody, or control to the Company, including without limitation any and all Confidential Information.

8.     Nondisclosure and Nonuse of Confidential Information.  Executive shall not disclose or use at any time, either during the Employment Term or thereafter, any Confidential Information of which Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by Executive’s performance of his duties under this Agreement.  Executive will take all appropriate steps to safeguard Confidential Information

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and to protect it against disclosure, misuse, espionage, loss and theft.  As requested by the Company from time to time and upon the conclusion of the Employment Term, Executive shall promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential Information in Executive’s possession or within Executive’s control (including, but not limited to, written records, notes, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) regardless of the location or form of such material and, if requested by the Company, will provide the Company with written confirmation that all such materials have been delivered to the Company.

9.     Noncompetition and Nonsolicitation.  Prior to termination of this Agreement, and for a period of two (2) years following termination of his employment hereunder, Executive shall not, without the Company’s prior written consent, (i) directly or indirectly engage in any business activity, or have any interest in any person, firm or other entity engaged in any business activity, in which the Company at the time is engaged or to the knowledge of Executive, is planning to engage; (ii) directly or indirectly: (a) divert or take away or solicit or attempt to divert or take away any of the Company’s customers, including without limitation those customers with whom Executive became acquainted while retained by the Company; (b) employ, or knowingly permit any business entity controlled by Executive to employ, any person who during the period of twelve (12) months immediately preceding such time has been employed by the Company; (c) solicit or otherwise seek to induce any employee of the Company to leave his or her employment with the Company; or (d) undertake planning for or organization of any business activity that will injure the Company’s business, or conspire with employees of the Company for the purpose of organizing any such injurious business activity; provided, however, that with respect to the two (2) year period after termination of Executive’s employment with the Company, the restrictive covenants set forth in this Section 9 shall only apply if (y) such termination results from Executive’s resignation without Good Reason or from discharge for Cause and (z) the Company has paid in full all amounts owed by the Company to Executive pursuant to the terms of this Agreement.

10.   Legal Expenses.  In the event of any dispute or litigation between Executive and Company concerning any of the rights or obligations of either party under this agreement, the prevailing party shall be entitled to reasonable costs and expenses, including reasonable attorneys’ fees, in connection therewith.

11.   Injunctive Relief; Profits.  Executive understands that monetary damages will not be sufficient to avoid or compensate for a breach of any of the terms of Sections 8 or 9 above and that injunctive relief would be appropriate to prevent any such actual or threatened breach.  Such right to obtain injunctive relief may be exercised, without posting a bond, at the option of the Company, concurrently with, prior to, after, or in lieu of, the exercise of any other rights or remedies which the Company may have as a result of any such breach or threatened breach.  Executive shall account for and pay over to the Company all compensation, profits and other benefits, after taxes, inuring to Executive’s benefit which are

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derived or received by Executive or any of his Affiliates resulting from any action or transaction constituting a breach of any term of Sections 8 or 9 above.

12.   Survival. The terms of Sections 8, 9, 10, 11, 12, 13, and, to the extent necessary to construe or enforce such Sections, Section 14 shall survive the termination of the Agreement indefinitely, except as otherwise expressly provided herein.

13.   Indemnification.  To the fullest extent permitted by law and without limiting any other indemnification rights Executive may have, the Company shall, during and after the Employment Term, indemnify Executive (including the advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by Executive in connection with the defense of any lawsuit or other claim for which he is made a party by reason of having at any time (including prior to the date hereof) been an officer, director or employee of the Company or any of its Affiliates.

14.   Miscellaneous.

14.1         Notices.  All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) upon receipt, if delivered personally, (ii) upon confirmation of receipt, if given by electronic facsimile or (iii) on the third business day following mailing, if mailed first-class, postage prepaid, registered or certified mail as follows:

If to the Company to:

Habasit Holding USA, Inc.
c/o Habasit Holding AG
Romerstrasse 1 CH-4153
Reinach, Switzerland
Attention:  Giovanni Volpi, CEO

If to Executive to:

Trygve M. Thoresen
c/o Summa Industries
One Park Plaza, Suite 600
Irvine, California  92614

Either party may by notice given in accordance with this Section 14.1 to the other party designate another address or person for receipt of notices under this Agreement.

14.2         Entire Agreement.  This Agreement contains the entire agreement of the parties with respect to the employment relationship between the Company and Executive,

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and supersedes all prior agreements, representation and warranties, written or oral, with respect thereto, including, without limitation, the Prior Agreement.

14.3         Waivers and Amendments.  This Agreement may be amended, superseded, canceled, renewed or extended, and the terms of this Agreement may be waived, only by a written instrument signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance.  The failure of a party to insist, in any one or more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any right granted under this Agreement or of the future performance of any such term, covenant or condition. No waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise of such right, power or privilege or the exercise of any other such right, power or privilege.

14.4         Governing Law.  Except for the provisions of Section 9, which shall be governed by and construed in accordance with the substantive and procedural the laws of the jurisdiction in which enforcement of such provisions are sought, this Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of California applicable to agreements made and to be performed entirely within such State.  The parties hereby agree that any action, suit, arbitration or other proceeding arising out of or related to this Agreement or the relationship created by this Agreement shall be conducted only in Los Angeles County, California.  Each party hereby irrevocably consents and submits to the personal jurisdiction of and venue in United States District Court for the Central District of California and in the Superior Court and Municipal Court for Los Angeles County in any legal action, equitable suit or other proceeding arising out of or related to this Agreement or the employment relationship between the Company and Executive.

14.5         Confidentiality of Disputes. If there shall be a dispute between the parties arising out of or relating to (i) the negotiations of this Agreement; (ii) this Agreement; or (iii) the employment relationship between the Company and Executive, each party shall keep confidential the existence, the nature of and any information concerning such dispute.  In addition, if any arbitration or other proceeding is held with respect to such dispute, the parties shall cause such arbitration or other proceeding to be conducted in confidence and the results thereof to be maintained in confidence.  Nothing in this Section 14.5 shall prohibit a party from disclosing information concerning a dispute in an arbitration or other proceeding relating to such dispute.  Nothing in this Section 14.5 shall prohibit a party from disclosing information concerning a dispute to its advisors, provided that (i) such disclosure is reasonably necessary for the advisor to assist the party in connection with the dispute, (ii) the party informs its advisor of the confidential nature of the information,  and (iii) the advisor delivers to the party written assurance that it will preserve the confidential nature of the information (it being agreed that the party will be responsible to the other party for any non-permitted disclosure by the advisor).

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14.6         Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns.  Neither this Agreement, nor any of the rights under this Agreement, may be assigned by any party, nor may any party delegate any obligations under this Agreement, without the written consent of the other party hereto.  Any non-permitted assignment or attempted assignment shall be void. Notwithstanding the foregoing, the Company may assign this Agreement, and may delegate any of its obligations under this Agreement, without the prior written consent of Executive upon any change of control of the Company.

14.7         Counterparts.  This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

14.8         Headings.  The headings herein are for reference only and shall not affect the interpretation of this Agreement.

14.9         Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

14.10       Further Assurances.  Each party hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions of this Agreement and the transactions contemplated by this Agreement.

14.11       Executive Representations.  Executive hereby represents and warrants that he is free to enter into this Agreement and to render his services pursuant to this Agreement, and that he is not subject to any obligation or restriction that would prevent him from discharging his duties under this Agreement, and agrees to indemnify and hold harmless the Company from and with respect to any liability, damages or costs, including attorneys’ fees, arising out of any breach by Executive of this representation and warranty.  Executive acknowledges that he has carefully read this Agreement, knows its contents, and either has been represented by independent counsel who has explained to him the meaning and legal consequences of this Agreement or has determined not to obtain such independent counsel after being advised to do so by the Company.

14.12       Payment of Taxes.  Except as expressly provided herein, to the extent that any taxes become payable by Executive by virtue of any payments made or benefits conferred by the Company, the Company shall not be liable to pay or obligated to reimburse Executive for any such taxes or to make any adjustment under this Agreement.  Any payments otherwise due under this Agreement to Executive shall be reduced by any required withholding for Federal, State and/or local taxes and other appropriate payroll deductions.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

“Company”

HABASIT HOLDING USA, INC.

By:

Name:

Title:

“Executive”

Trygve M. Thoresen

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SCHEDULE A

Definitions

“Affiliate” means, with respect to any Person, (i) any other Person who, either directly or through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; (ii) any agent, officer, director, employee, or partner of such Person, or any of the Persons described in clause (i); and (iii) any family member of such Person.

“Board” means the Board of Directors of the Company.

“Cause” means:

(a)           Executive’s commission of any act of fraud, embezzlement, dishonesty or theft toward the Company;

(b)           Executive’s continuing failure to substantially perform the duties, functions and responsibilities of the individual’s position with the Company after written warning from the Board in which the performance deficiencies are identified and a reasonable cure period of at least thirty (30) days is provided; or

(c)           Executive’s conviction of a felony or performance of an act of illegal discrimination, including, but not limited to, sexual harassment;

Termination for Cause must be evidenced by a specific resolution adopted by a unanimous vote of the Board after Executive is given an opportunity prior to the expiration of such 30-day period, together with his legal counsel, to be heard before the Board.  At least 15 days prior to such hearing, the Board shall provide Executive with a written notice which lists the Board’s reasons for termination of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Habasit Holding USA, Inc., a Delaware corporation, and, for purposes of Section 7.1(c) above, shall also mean its successors and assigns, and, for purposes of Sections 8 and 9 above, shall also mean each of its Affiliates.

“Confidential Information” means information that is not generally known to the public that the Company considers and treats as confidential and that is used, developed or obtained by the Company or its Affiliates in connection with the conduct of its business, including, but not limited to, (i) fee, cost and pricing structures; (ii) analyses; (iii) reports; (iv) computer software, including operating systems, applications and program listings; (v) flow charts, manuals and documentation; (vi) data bases; (vii) accounting and business methods; (viii) the identity of customers and contractual counterparties; (ix) copyrightable or

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patentable works; (x) customer solicitation letters; (xi) brochures and other marketing materials of limited distribution; (xii) any work product generated on behalf of an existing or prospective customers; (xiii) any information received from an existing or prospective customer; (xiv) any information relating to an existing or prospective customer (including, without limitation, phone numbers, addresses and personal facts); (xv) the terms of any agreement between the Company or any Affiliate and a customer; (xvi) proprietary information; and (xvii) trade secrets.

Confidential Information does not include any information that has been published in a form or is generally available to the public prior to the date Executive proposes to disclose or use such information (unless such publication constituted a breach by Executive of his duties under Section 8 above).  Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

“Control” (including, with correlative meaning, all conjugations of such term) means the ability to control, direct or cause direction of the management and policies of a Person, either directly or through one or more intermediaries, whether by ownership of voting securities, by contract or otherwise.

“Good Reason” shall exist if any of the following events occur without Executive’s express written consent, and the occurrence of such event is not cured by the Company after written warning by Executive and a cure period of fifteen (15) days:

(a)           there is an adverse change in the nature or the scope of Executive’s authority, in his overall working environment or in his title;

(b)           Executive is assigned duties materially and adversely inconsistent with his present duties, responsibilities and status;

(c)           there is a reduction in Executive’s rate of base salary or annual bonus, or Executive’s base salary, bonus or benefits are not raised or administered on a consistent percentage basis as compared to raises granted to comparable senior executives of the Company; or

(d)           the Company changes by 30 miles or more the principal location in which Executive is required to perform services.

For the purposes of this Agreement, any good faith determination of Good Reason made by Executive shall be conclusive.

“Incapacity” (including, with correlative meaning, all conjugations of such term) means the inability of Executive to perform the normal duties of his position under this Agreement for a continuous period of 90 calendar days (or such longer period as is required by law) or any incapacity, however caused, that, in the reasonable opinion of the Board, is

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likely to prevent Executive from performing his  normal duties under this Agreement for more than 150 calendar days (or such longer period as is required by law) in any twelve consecutive month period.  Executive acknowledges that his position is essential to the Company and the functioning of its business and that the foregoing periods therefore are reasonable.

“Person” means and include an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization and a governmental entity or any department or agency thereof.

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