CHANGE OF CONTROL
AGREEMENT
This Change of Control Agreement (the “
Agreement ”) is made this 16th day of March, 2009
(“ Effective Date ”) between Thomas M. Rohrs
(the “ Executive ”) and Electroglas, Inc., a
Delaware corporation (the “ Company
”).
WHEREAS, the Executive is employed by the
Company; and
WHEREAS, the Company desires to retain the
services of Executive through in event of a Change of Control (as
hereinafter defined) of the Company.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the parties hereto agree as
follows:
1.
Definitions .
(a)
Change of Control . For purposes of this
Agreement only, a “ Change of Control ” shall be
defined as any of the following transactions, the Closing Date of
which occurs during calendar year 2009, provided ,
however , that the Company’s existing pre Change of
Control Board of Directors (the “ Board ”) shall
determine under parts (iii) and (iv) whether multiple transactions
are related, and its determination shall be final, binding and
conclusive:
(i) a
merger or consolidation in which the Company is not the surviving
entity, except for a transaction the principal purpose of which is
to change the state in which the Company is
incorporated;
(ii) the
sale, transfer or other disposition of all or substantially all of
the assets of the Company;
(iii) any
reverse merger or series of related transactions culminating in a
reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving
entity but (A) the shares of the Company’s common stock
outstanding immediately prior to such merger are converted or
exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which
securities possessing more than ninety percent (90%) of the total
combined voting power of the Company’s outstanding securities
are transferred to a person or persons different from those who
held such securities immediately prior to such merger or the
initial transaction culminating in such merger; or
(iv) acquisition
in a single or series of related transactions by any person or
related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than ninety percent (90%) of the total
combined voting power of the Company’s outstanding
securities.
(b)
Cause . For purposes of this Agreement only,
“ for Cause ” shall mean: (i) Executive
commits a crime involving dishonesty, breach of trust, or physical
harm to any person; (ii) Executive willfully engages in
conduct that is in bad faith and materially injurious to the
Company, including but not limited to, misappropriation of trade
secrets, fraud or embezzlement; (iii) Executive commits a
material breach of this Agreement, which breach is not cured within
twenty days after written notice to Executive from the Company;
(iv) Executive willfully refuses to implement or follow a
lawful policy or directive of the Company, which breach is not
cured within twenty days after written notice to Executive from the
Company; or (v) Executive engages in misfeasance or
malfeasance demonstrated by a pattern of failure to perform job
duties diligently and professionally.
(c)
Good Reason . For purposes of this Agreement
only, “ Good Reason ” shall mean any of the
following events if (i) the event is effected by the Company
without the consent of Executive, and (ii) such event occurs
after a Change of Control (as hereinafter
defined): (A) a change in Executive’s
position with the Company which materially reduces Executive's
level of responsibility; (B) a material reduction in
Executive’s base salary, except for reductions that are
comparable to reductions generally applicable to similarly situated
executives of the Company; or (C) a relocation of
Executive’s principal place of employment by more than fifty
miles; provided , however , that Executive shall
give written notice to the Board within 30 days
of Executive’s knowledge of the situation(s)
giving rise to the alleged Good Reason; provided, further
that in such case, (x) the Company shall have
30 days after delivery of such written notice to cure the
situation, and (y) only if the Company does not cure the
situation within that time and Executive within 15 days of the
end of such period terminates employment in accordance with this
provision shall Good Reason exist; provided, further, that
notwithstanding the definition herein, the Board (as constituted
immediately prior to a Change of Control) have determined in its
sole discretion whether Good Reason exists for purposes of this
Agreement, taking into consideration the Executive’s
compensation from the Company following the Change of
Control.
(d)
Closing Date . “ Closing Date
” shall mean the date of the first closing of any
transactions constituting a Change of Control.
(e)
Termination Date . “ Termination
Date ” shall mean the date the Executive’s
employment is terminated by the Company other than for Cause or is
terminated b
