[LOGO]AEHR TEST SYSTEMS
January 3, 2012
Rhea J. Posedel
Dear Mr. Posedel:
I am pleased to offer you a position with Aehr Test Systems (the
"Company") as its Executive Chairman, reporting to the Company's Board
of Directors. You will receive a yearly salary of $236,000, which will
be paid semi-monthly in accordance with the Company's normal payroll
procedures. In this capacity, you will continue to receive certain
employee benefits, including group medical, dental, life insurance, long
term disability coverage and participation in the 2012 annual bonus plan
at a target rate starting at up to 12.5% of your yearly salary. In
addition you will also be eligible for stock option grants pursuant to
the Company's 2006 Equity Incentive Plan and Employee Stock Bonus Plan,
as shall be determined from time to time by the Compensation Committee
of the Board of Directors. You should note that the Company may modify
job titles, salaries and benefits from time to time as it deems necessary.
The Company is excited about your continuing service and looks forward to a
beneficial and productive relationship.
Your employment with the Company in the role of Executive Chairman
shall be for a minimum term of two (2) years, with your employment
continuing on an at-will basis thereafter.
Please further note that with your acceptance of this offer, the
terms of your Change of Control Severance Agreement dated January 24,
2001 will be amended and superseded by an Amended and Restated Change of
Control Severance Agreement (the "Amended Agreement"). The Amended
Agreement will provide, among other things, that in the case of your
Involuntary Termination (as defined therein) during your two (2) year
term of employment, other than as a result of an Involuntary Termination
within twelve (12) months following a Change of Control (as defined
therein), you will receive the balance of your base salary for your two
(2) year employment term, payable in a lump sum within thirty (30) days
of your Involuntary Termination. Additionally, any stock options
granted by the Company to you prior to your Involuntary Termination will
become fully vested and exercisable as of the date of your
termination to the extent such stock options are outstanding and
unexercisable at the time of your termination.
Further, in the case of your Involuntary Termination at any time
within twelve (12) months after the Change of Control, the Amended
Agreement will provide that you will receive the greater of (a) your
remaining term of employment base salary or (b) eighteen (18) months of
base salary, payable in a lump sum within thirty (30) days of your
Involuntary Termination. Additionally, any stock options granted by the
Company to you prior to the Change of Control and your Involuntary
Termination will become fully vested and exercisable as of the date of
the termination to the extent such stock options are outstanding and
unexercisable at the time of your termination.
You agree that, during the term of your employment with the
Company, you will not engage in any other employment, occupation,
consulting or other business activity directly related to the business
in which the Company is now involved or becomes involved during the term
of your employment, nor will you engage in any other activities that
conflict with your obligations to the Company. Similarly, you agree not
to bring any third party confidential information to the Company and
that in performing your duties for the Company you will not in any way
utilize any such information.
In the event of any dispute or claim relating to or arising out of
our employment relationship, you and the Company agree that (i) any and
all disputes between you and the Company shall be fully and finally
resolved by binding arbitration, (ii) you are waiving any and all rights
to a jury trial but all court remedies will be available in arbitration,
(iii) all disputes shall be resolved by a neutral arbitrator who shall
issue a written opinion, (iv) the arbitration shall provide for adequate
discovery, and (v) the Company shall pay all but the first $125 of the
arbitration fees.
To accept the Company's offer, please sign and date this letter in
the space provided below. A duplicate original is enclosed for your
records. If you accept our offer, your first day of employment will be
January 3, 2012. This letter, along with any agreements relating to
proprietary rights between you and the Company, set forth the terms of
your employment with the Company and supersede any prior representations
or agreements, including, but not limited to, any representations made
during your any negotiations, whether written or oral. This letter may
not be modified or amended except by a written agreement signed by the
Chief Executive Officer of the Company and you.
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We look forward to your favorable reply and to continuing to work
with you at Aehr Test Systems.
Sincerely,
/S/ GARY LARSON
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Gary Larson,
Chief Financial Officer
Agreed to and accepted:
Signature: /S/ RHEA J. POSEDEL
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Printed Name: RHEA J. POSEDEL
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Date: January 3, 2012
Enclosures
Duplicate Original Letter
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