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EXHIBIT 10.6
AMENDED and
RESTATED
Performance and Retention Agreement
This Amended And Restated Performance And
Retention Agreement (the "Agreement") is made and entered into
as of February 3, 2006 (the "Effective Date") by and between
REMEC, Inc., a California corporation, (the "Company"), and Richard
A. Sackett ("Executive"). Company and Executive are each referred
to as a "Party", and collectively as "Parties."
WHEREAS, Executive and Company have
previously entered into those certain Performance and Retention
Agreements dated September 24, 2004 (as amended effective
April 7. 2005), September 6, 2005 and
October 31, 2005 (the "Employee Retention Agreements")
pursuant to which Executive is currently due a retention bonus of
$36,250.00 and is entitled to receive an additional retention bonus
of $76,900.00 upon the termination of his employment in accordance
with the terms of said agreements; and,
WHEREAS, the Company now desires to
amend and restate the Employee Retention Agreements to provide a
retention and incentive payment to the Executive, currently
employed by the Company as President, General Counsel and Secretary
in exchange for (i) the Executive’s continued employment
with the Company after the Effective Date and until terminated by
the Company for other than Cause (as defined in Section 2.2
below), (ii) the achievement of certain goals by the Company
as set by the Company’s Board of Directors, and
(iii) the execution of a general release of all claims against
the Company on a form reasonably acceptable to the Company
("General Release").
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1.1
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On condition that: (a) the Executive remain
employed with the Company after the Effective Date and until
terminated by the Company for other than Cause (as defined in
Section 1.2 below), and (b) the Executive shall execute
the General Release, the Executive shall earn a payment equal to
$150,000.00 (the "Retention Payment"). The Retention Payment shall
be paid to the Executive on the date of termination of employment
other than as set forth in Section 1.2 below. Such Retention
Payment is in lieu of any other severance or retention payments the
Executive may be eligible to receive from the Company upon the
termination of his employment.
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1.2
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If the Executive’s employment with the
Company is voluntarily terminated by the Executive, or terminated
by the Company for Cause (as defined herein) prior to the end of
the term of this Agreement, the Executive shall be considered to
have not earned any portion of the Retention Payment. For purposes
of this Agreement, "Cause" shall mean (i) any act of personal
dishonesty taken by the Executive i
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