Retention Agreement Retention Agreement ( (2013)Full Document 

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RETENTION AGREEMENT

This RETENTION AGREEMENT (this "Agreement") is made and entered into as of the 18th day of April, 2013, by and between AEROSONIC CORPORATION, a Delaware corporation (the "Company"), and KEVIN J. PURCELL (the "Executive"), and provides as follows:

RECITALS

WHEREAS, Executive must be free to make decisions in the best interest of the Company’s shareholders without being concerned about the immediate impact to Executive’s job security or compensation;

WHEREAS, the Company desires to offer Executive assurances that Executive will be paid severance compensation upon the occurrence of certain events in connection with a Change of Control as defined herein; and

WHEREAS, the Company and the Executive previously entered into the Retention Agreement dated as of December 13, 2010 (the "Prior Agreement"), and this Agreement amends and restates in its entirety the Prior Agreement.

TERMS OF AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and undertakings of the parties as hereinafter set forth, the parties covenant and agree as follows:

1. Definitions. As used in this Agreement, the following terms shall be defined as set forth below:

"Base Salary" means the annualized, base salary payable to Executive by the Company as of any particular date, and excludes all other cash and non-cash compensation paid or payable to Executive.

"Change of Control" means the occurrence of any one of the following events:

(i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

(ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation


which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

"Employment Agreement" means the employment agreement by and between the Executive and the Company made and entered as of the 26th day of May, 2009, and includes any amendments thereto.

"Triggering Event" means the occurrence of any one of the following events:

(i) the Company terminates Executive’s employment with the Company without "cause" as such term is defined in Executive’s Employment Agreement; or

(ii) Executive terminates his employment with the Company because the Company has reduced Executive’s Base Salary or the amount of bonus for which Executive is eligible from the highest levels in place from the date that is three (3) months before a Change of Control through the time of the Change of Control; or

(iii) Executive terminates his employment with the Company because the Company (i) has reduced Executive’s title, duties, authority or reporting relationships so as to materially reduce Executive’s overall job responsibilities from the highest levels in place from the date that is three (3) month before a Change of Control through the time of the Change of Control or (ii) has required that Executive relocate to a location more than 40 miles from the Company’s headquarters at the time of the Change of Control;

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