EXHIBIT 10.9
[LETTERHEAD OF COMMUNICATIONS INSTRUMENTS, INC.]
November 21, 1994
Mr. David Henning
740 Ruskin Drive
Elk Grove Village, IL 60067
SUBJECT: EMPLOYMENT OFFER
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Dear David:
We are most pleased to set forth the following terms of CII's offer of
employment to you:
I. TITLE: VICE-PRESIDENT OF FINANCE
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II. REPORT TO: RAMZI DABBAGH, PRESIDENT
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III. RESPONSIBILITIES:
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1) Direct responsibility for all Finance, Accounting, and
MIS functions.
2) Assistance in the development of business plans and
P&L for the corporation.
IV. COMPENSATION:
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1) BASE SALARY: $100,000 PER YEAR
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2) AUTO ALLOWANCE: $6,000 PER YEAR
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3) SPECIAL: Review base salary after six (6) months
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employment. The intention is to provide a reasonable
base salary increase providing first 6 month objectives
are met.
4) INCENTIVE: Participation in the Executive Bonus Plan
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starting in 1995.
V. STOCK OPTIONS:
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1) Entitled to acquire 1/2% (5,000 shares) of the Common
Stock of CII after your first year of employment pro-
vided your first year's objectives are met.
2) Entitled to acquire an additional 1/2% (5,000 shares)
of the Common Stock of CII after your second year of
employment provided your second year objectives are
met.
3) If more Common Stock becomes available you will be
entitled to acquire additional shares based on
meeting employment objectives.
4) Cost and payment plan to be worked out.
VI. EMPLOYMENT AGREEMENT
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1) Rolling Twelve (12) Month Employment Agreement with
annual salary review consistent with company policy
and guidelines.
VII. RELOCATION EXPENSES
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1) First six (6) months:
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* Reasonable temporary living and travel expenses for
yourself and your immediate family up until
permanent residence is established.
2) Second six (6) months:
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* Reasonable travel expenses for yourself and your
immediate family.
VIII. MOVING EXPENSES
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1) HOUSE
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* Reimbursement of actual real estate commissions
if house is sold on or before December 31, 1995.
2) MOVING EXPENSES
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* Actual reasonable costs of moving expenses and
belongings to the Asheville area, plus $2,500.00
settle-in allowance, or if belongings are not
moved, $7,500.00 settle-in allowance.
IX. OTHER
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1) Entitled to receive other standard published benefits
of CII in effect as of the day of your employment, and
that may be added thereafter. These benefits include
major medical, dental, holidays, vacations, 401(K),
life and disability insurance.
2) CII will acquire a lap-top computer and printer at
reasonable cost for your business use while travelling
and at your residence.
3) Special unpaid time-off allowance from January 23-27,
1995 to accommodate your previously planned vacation.
X. STARTING DATE
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1) MONDAY, DECEMBER 5, 1994
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XI. OFFER EXPIRATION
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1) WEDNESDAY, NOVEMBER 30, 1994
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David, we are convinced that this move and change in position is
important for you at this point in your career. CII is growing and our future
is very exciting indeed. We believe that your knowledge and experience will add
much value to our business. We are most excited about this mutually rewarding
association.
Sincerely,
/s/ Ramzi A. Dabbagh
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Ramzi A. Dabbagh, President
/s/ G. Dan Taylor
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G. Dan Taylor, Executive V.P.
/s/ Mike Steinback
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Mike Steinback, V.P. of Operations
ACCEPTED: /s/ David Henning 11-23-94
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DAVID HENNING DATE
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HENNING.WPF