Exhibit 99.2
DEL GLOBAL TECHNOLOGIES CORP.
ONE COMMERCE PARK
VALHALLA, NY 10595
August 30, 2006
Mr. Mark Zorko
9 Greenbriar Lane
Hawthorn Woods, IL 60047
Dear Mark:
I am pleased to extend an offer of employment to you as Chief Financial Officer
(CFO) of Del Global Technologies Corporation (the "Company"). The following sets
forth the term of employment as CFO 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 compensation will include a base
salary of $233,000. The Company will also pay Tatum Partners $1,000 per month in
fees, on behalf of the Employee, during the Employee's period of employment with
the Company. You will also be eligible to receive an annual bonus ("Annual
Bonus") with a target of 45% of your annual base salary based on achieving the
Company's annual budget and attaining specific objectives assigned by the Chief
Executive Officer of the Company. The bonus, if any, will be paid following the
completion of audited financial results. Therefore, the Bonus is not guaranteed
and may range from 0% to 45% of your base salary.
Management of the Company has recommended to the Board of Directors of the
Company a stock option grant to purchase 60,000 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. Additional stock options may
be granted in the future based on the Company's performance and Board of
Director approval.
The Company will provide you with an automobile allowance of $575.00 per month.
You are eligible for three weeks of paid vacation per year. Any vacation day not
used cannot be carried forward and will have no cash value.
You will be entitled to a severance payment in the event your employment is
terminated by the Company without cause. The severance payment will be equal to
one (1) year of base salary. You will not be entitled to severance in the event
your employment is terminated for cause.
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 Company acknowledges that you will continue to be associated with Tatum
Partners, LLC and has entered into a "Resource Agreement" with Tatum.
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.
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 A. Risher
- --------------------
James A. Risher
Chief Executive Officer
Cc: Personnel File
Agreed and accepted as of the date written above.
/s/ Mark Zorko
- --------------------
Mark Zorko
