D.A.H., INC. 2201 Rosecrans Avenue
El Segundo, California 9025
(310) 536-0444
Fax (310)536-9322
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November 28, 1994
Mr. Charles H. Becker
303 Williams Road
Fort Washington, PA 19034
Dear Chuck:
I am pleased to offer you the position of President of Tri-Star Electronics
International, Inc,.
As President of Tri-Star Electronics International, you would report
directly to me. You would be responsible for all functions of Tri-Star with
the exception of Treasury. Reporting to you would be the following:
Tri-Star Chief Financial Officer, the Vice President of Sales & Marketing,
Director of Engineering, Supervisor of Human Resources, Director of
Operations, Director of Quality Assurance and the Director of Materials
Management.
The total compensation package we are prepared to offer is as follows:
- Base salary would be $140,000.00 per annum.
- Incentive Bonus as follows:
Percentage of Plan Incentive Bonus as a
EBIT Attainment Percent of Base Salary
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80 10%
90 20%
100 30%
110 40%
You would also be granted stock options in D.A.H. for 50,000 shares that
would vest in equal increments over five years, with the first vesting
occurring 12 months following your hire date. These are qualified ISOs under
IRS Regs at a nominal exercise price of 15 cents per share.
Page Two
Mr. Charles H. Becker
November 28, 1994
We would also provide you with six months severance pay at your base
rate that would be valid under circumstances of involuntary termination other
than termination for cause.
In terms of your moving and relocation expenses, we would offer you the
following:
- Up to six months temporary living allowance not to exceed a maximum
of $1,000.00 a month.
- Actual cost of selling your home in PA, and relocation of household
goods from Pennsylvania to California not to exceed $40,000.00.
- Other expenses related to the acquiring of a home in California in an
amount not to exceed $5,000.00.
We also discussed 100% vesting of stock options under a change of
control or IPO. This is an area that Jack DeCrane is currently reviewing for
all of Senior Management with the Compensation Committee of the Board of
Directors but we are unable to either offer or guarantee anything under this
arrangement today.
You would be covered under our Executive Benefits Program about which we
are enclosing copies via Federal Express to your home along with two
originals of this offer for you to sign, retaining one and returning the
other.
Sincerely,
/s/ R.G. MacDonald
R.G. MacDonald
President
RGM/kj
AGREED & ACCEPTED:
/s/ Charles H. Becker November 29, 1994
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Charles H. Becker Date
COMPANY'S EMPLOYEE ACKNOWLEDGEMENT
I acknowledge that I have received a copy of the Company's Code of
Business Ethics. I have read and do understand the Code of Business Ethics
and all of my questions concerning the same have been answered to my
satisfaction. I understand that I must abide by the terms of the Code of
Business Ethics, as well as state and federal laws and regulations, as a
condition of my continued employment with the Company.
Date: 11-30-94 C. H. Becker
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(Print Name)
/s/ C. H. Becker
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(Signature)