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
EXHIBIT 10. b - 1
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.
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
-------------------------------------------------
James Kenney
Chairman, Executive Committee
Accepted this September 10, 2009
/s/GARLAND ASHER
-------------------------------------------------
Garland Asher
Chief Executive Officer
EXHIBIT 10. b - 2