EXHIBIT 10. b
Second Amended and Restated Employment Agreement
Between PHAZAR CORP and Garland Asher
Effective September 10, 2009
1. Position: Garland Asher ("Asher") will serve and perform work as Chairman
of the Board of Directors, President, and Chief Executive Officer
("Services") for PHAZAR CORP (the "Company").
2. Start Date: Effective September 9, 2008
3. Base Compensation: $200,000 per year, payable bi-weekly as an employee of
Antenna Products Corporation, effective September 1, 2009.
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 Mr. Asher 30,000 stock options
to be 100% vested as of the date of Board approval, September 10, 2009 at
the market price on the approval date, of $3.21 per share. The option must
be exercised within five (5) years of vesting or it expires and:
The Company shall award Mr. Asher 130,000 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 30,000 shares
May 31, 2011 25,000 shares
May 31, 2012 25,000 shares
May 31, 2013 25,000 shares
May 31, 2014 25,000 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
EXHIBIT 10. b - 1
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.
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. Governing Law: This Agreement is governed by Texas law without regard to
conflicts of laws.
9. Work for Hire Provisions: Asher acknowledges and understands that as Company
CEO he will be directly and indirectly supervising and participating in the
Company's research and development efforts. Any copyrightable works, ideas,
discoveries, inventions, patents, products, or other information
(collectively, the "Work Product") developed in whole or in part by Asher or
under the management or direction of Asher in connection with the Services
shall be the exclusive property of the Company. Upon request, Asher shall
sign all documents necessary to confirm or perfect the exclusive ownership
of Client to the Work Product. Asher shall also treat the Work Product as
confidential unless the Company determines to publish the Work Product. The
provisions of this section are enforceable by specific performance and any
other available remedy.
10. 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
Chairman, Executive Committee
Accepted this September 10, 2009
/s/GARLAND ASHER
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Garland Asher
Chief Executive Officer
EXHIBIT 10. b - 2