Exhibit 99.1
DEL GLOBAL TECHNOLOGIES CORP.
ONE COMMERCE PARK
VALHALLA, NY 10595
August 31, 2006
Mr. James A. Risher
1900 Eastwood Road, Suite 11
Wilmington, North Carolina 28403
Dear Jim:
I am pleased to extend an offer of employment to you as Chief Executive Officer
(CEO) and President of Del Global Technologies Corporation (the "Company"). The
following sets forth the term of employment as CEO and President of the Company.
Your employment is conditioned upon and will commence upon the satisfaction of
all of the terms set forth in this letter. You will remain a member of the Board
of Directors but will no longer be eligible for any compensation paid to you as
an independent director. Your compensation as CEO and President will include a
base salary of $300,000. You will also be eligible to receive an annual bonus
("Annual Bonus") with a target of 60% of your annual base salary based on
achieving the Company's annual budget and attaining specific objectives assigned
by the Board of Directors of the Company. This Annual Bonus can be anywhere from
0% to 150% of your target. Such additional bonus, if any, shall be based on
achieving specific targets to be determined exclusively by the Board of
Directors. The bonuses, if any, will be paid following the completion of audited
financial results. Therefore, the Bonuses, if any, are not guaranteed.
Management of the Company has recommended to the Board of Directors of the
Company a stock option grant to purchase 120,000 shares (the "Shares") of common
stock, $.10 par value, of the Company pursuant to and in accordance with the
Company's Amended and Restated Stock Option Plan (the "Stock Option Plan").
Additional stock options may be granted in the future based on the Company's
performance and Board of Director approval. All stock options granted under the
Stock Option Plan shall become exercisable and vest only to the following
extent: (i) up to fifty (50%) percent of the options granted may be exercised on
or after the first (1st) anniversary of the date of grant; (ii) up to
seventy-five (75%) percent of the options granted may be exercised on or after
the second (2nd) anniversary of the date of grant; and (iii) up to one hundred
(100%) percent of the options granted may be exercised on or after the third
(3rd) anniversary of the date of grant.
The Company will provide you with a monthly living allowance during the term of
this agreement of $6,200.00 per month. In the event that your employment is
terminated by the Company without cause you will receive $6,200.00 per month for
James A. Risher
August 31, 2006
Page 2
the remaining months from your start date until your first anniversary date of
employment. You will not be entitled to this payment in the event your
employment is terminated for cause.
You are eligible for three weeks of paid vacation during the year. Any vacation
day not used cannot be carried forward and will have no cash value.
The consulting agreement between the Company and Lumina Group LLC, dated as of
June 14, 2006, shall terminate as of the effective date of this letter.
You may be eligible to participate in Del Global's insurance programs after
acceptance of this offer based on the recommendation and approval of the Board
of Directors prior to the conclusion of first 30 days of this agreement.
Del Global's 401 (k) Plan provides a vehicle to help you invest in your
retirement years with pre-tax dollars. Key features of the Plan include:
o A Company-matching contribution of 50% of the first 4% of your salary
that you invest in the Plan subject to plan and statutory limits, after
12 months of employment,
o A diversified investment option portfolio sponsored by ING Life
Insurance and Annuity Company,
o An accelerated vesting schedule (100% vested in Company contributions
after three (3) years of employment, and
o Immediate eligibility to contribute to the Plan.
This offer of employment is contingent on the completion by the Company of a
background check and drug screening test on you to the satisfaction of the
Company.
To comply with Federal Immigration Law, we ask that you provide the Company with
proof of your identity and citizenship. A list of acceptable documents is
enclosed for you to review and must be provided to the Company within 24 hours
of your date of hire.
You represent and warrant that your employment with the Company and your
execution of this letter does not, and that your performance in accordance with
this letter will not, violate the provisions of any agreement or instrument to
which you are a party or any decree, judgment or order to which you are subject
to.
The terms of this offer are not intended to create either an expressed or
implied contract of employment for a specified period of time. It is understood
that you are voluntarily entering into employment at will with the Company and
either you or the Company can terminate the employment relationship at any time
with or without prior notice for any reason whatsoever or for no reason at all.
Moreover, both you and the Company acknowledge that there is no agreement
expressed or implied for any specific period of employment, or for continued
employment.
James A. Risher
August 31, 2006
Page 3
During your employment you will be asked to review and sign documents, including
but not limited to, those that concern the non-disclosure of confidential
information, and if you should leave the Company, the prompt return of all
company property then in your possession. Your execution of these
confidentiality agreements and adherence to their terms are a condition of your
employment.
Please indicate your acceptance of this offer by signing below and returning
this letter in its entirety to me within two (2) business days of the date of
this letter. Please remember to keep one (1) copy for your records.
Sincerely,
/s/ James Henderson
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James Henderson
Chairman
Cc: Personnel File
Agreed and accepted as of the date written above.
/s/ James A. Risher
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James A. Risher
