EXHIBIT 10.(b)
First Amended Employment Agreement
Between Phazar Corp and Garland Asher
1. Position: Garland Asher ("Asher") will serve as Chairman of the Board
of Directors, President, and Chief Executive Officer for Phazar Corp
(the "Company"").
2. State Date: Effective September 9, 2008
3. Base Compensation: $171,000 per year, payable bi-weekly as an employee
of Antenna Products Corporation.
4. Incentive Compensation: Company standard profit sharing contributions to
the 401(k) retirement plan and participation in the Phazar Corp 2006
Incentive Stock Option Plan.
5. Stock Options: The Company shall award Asher 160,000 shares of Phazar
Corp stock at the closing price on the start date of his employment,
September 9, 2008, to be vested on the following schedule:
May 31, 2010 40,000 shares
May 31, 2011 30,000 shares
May 31, 2012 30,000 shares
May 31, 2013 30,000 shares
May 31, 2014 30,000 shares
Vesting is contingent upon the Company reaching annual sales levels
while maintaining designated pre-tax profit requirements as determined
by a Performance Plan for Garland Asher adopted by the Board of
Directors on January 14, 2009. Said Performance Plan may be amended by
the Board in its discretion with the written consent of Garland Asher.
a. Death or incapacity: In the event of death or incapacity, any
options which would have been vested in the fiscal year in which
death or incapacity occurs will be vested at that fiscal year end
(May 31).
b. Severance: In the event of severance, Asher must exercise any
outstanding options within ninety (90) days of severance. If Asher
is terminated not-for-Cause and not related to change of control,
you will receive accelerated vesting of your options due within the
next year. "Cause" for termination of your employment shall exist if
Asher willfully fails to substantially perform your duties and
responsibilities to the Company, commit any act of fraud,
embezzlement, dishonesty or other willful misconduct that causes or
would likely cause material injury to the Company, use or disclose
without authorization any proprietary information or trade secrets
of the Company (or other parties to whom you owe an obligation of
confidentiality as a result of your relationship with the Company),
or willfully breach your obligations under any agreement with the
Company. "Cause" is also not defined as your willfully separating
from the Company.
EXHIBIT 10.b - 1
6. At-will employment: Notwithstanding the Company's obligation, Asher's
employment with the Company will be on an "at-will" basis, meaning that
either Asher or the Company may terminate your employment at any time
for any reason or no reason without further obligation or liability.
7. Indemnification: Asher will be covered by the directors and officers
insurance which the Company has on all present directors and officers.
8. Replacement of Previous Employment Agreements: This Agreement replaces
and supersedes any and all previous employment agreements whether
written or oral. All parties acknowledge that the previous agreement
included a stock option grant consistent with the terms referenced in
Section 5 of this Agreement, and that the referenced stock option grant
is not a new stock option grant.
PHAZAR CORP
By: /s/ James Kenney
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James Kenney
Phazar Corp Executive Committee
Accepted this January 14, 2009
/s/ Garland Asher
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Garland Asher
EXHIBIT 10.b - 2