|
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on July
2, 2007, by
and between Michael Burdiek, an individual ("Executive"), and
CalAmp Corp., a
Delaware corporation (the "Company").
RECITALS:
A. It is the desire of the Company to assure itself of the
continued
services of the Executive by engaging the Executive to perform
such services
under the terms hereof.
B. The Executive desires to commit himself to serve the Company
on
the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
respective
covenants and agreements set forth below the parties hereto
agree as follows:
1. Employment by the Company and Term.
(a) Full Time and Best Efforts. Subject to the terms set
forth
herein, the Company agrees to employ Executive as President,
Wireless DataCom
Division of the Company, and in such other executive capacities
as may be
requested from time to time by the Board of Directors of the
Company or a
duly authorized committee thereof, and Executive hereby accepts
such
employment. Executive shall render such other services for the
Company and
corporations controlled by, under common control with or
controlling,
directly or indirectly, the Company, and to successor entities
and assignees
of the Company ("Company's Affiliates") as the Company may from
time to time
reasonably request and as shall be consistent with the duties
Executive is to
perform for the Company and with Executive's experience. During
the term of
his employment with the Company, Executive will devote his full
time and use
his best efforts to advance the business and welfare of the
Company, and will
not engage in any other employment or business activities for
any direct or
indirect remuneration that would be directly harmful or
detrimental to, or
that may compete with, the business and affairs of the Company,
or that would
interfere with his duties hereunder.
(b) Duties. Executive shall serve in an executive capacity
and
shall perform such duties as are customarily associated with his
position,
consistent with the Bylaws of the Company and as reasonably
required by the
Company's Board of Directors (the "Board") or by the Company's
Chief
Executive Officer.
(c) Company Policies. The employment relationship between
the
parties shall be governed by the general employment policies and
practices of
the Company, including but not limited to those relating to
protection of
confidential information and assignment of inventions, except
that when the
terms of this Agreement differ from or are in conflict with the
Company's
general employment policies or practices, this Agreement shall
control.
(d) Term. The initial term of employment of Executive under
this
Agreement shall begin as of date hereof for an initial term
ending on May 30,
2008 (such period, the "Initial Term"), subject to the
provisions for
termination set forth herein and renewal as provided in Section
1(e) below.
(e) Renewal. Unless either party shall have given the other
notice
that this Agreement shall not be renewed at least thirty (30)
days prior to
the end of the Initial Term, the term of this Agreement shall
be
automatically extended for a period of one (1) year, such
procedure to be
followed in each such successive year. Each extended term shall
continue to
be subject to the provisions for termination set forth herein.
Failure by
the company to renew the agreement shall constitute termination
without cause
or disability and the Executive shall be eligible for severance
in accordance
with section 6 (d) and (f) or if applicable 6 (e) and 6 (f).
2. Compensation and Benefits.
(a) Salary. Executive shall receive for services to be
rendered
hereunder a salary at the rate of Twenty Thousand Dollars
($20,000) per month
payable at least as frequently as monthly and subject to payroll
deductions
as may be necessary or customary in respect of the Company's
salaried
employees (the "Base Salary"). The Base Salary will be reviewed
by and shall
be subject to adjustment at the sole discretion of the Board of
Directors of
the Company each year during the term of this Agreement.
(b) Participation in Benefit Plans. During the term hereof,
Executive shall be entitled to participate in any group
insurance,
hospitalization, medical, dental, health, accident, disability
or similar
plan or program of the Company now existing or established
hereafter to the
extent that he is eligible under the general provisions thereof.
The Company
may, in its sole discretion and from time to time, amend,
eliminate or
establish additional benefit programs as it deems appropriate.
Executive
shall also participate in all standard fringe benefits offered
by the Company
to any of its Executive Officers.
(c) Vacation. Executive shall be entitled to a period of
annual
vacation time in accordance with the Company's vacation policy,
to accrue pro
rata during the course of each such twelve-month period. The
days selected
for Executive's vacation must be mutually and reasonably
agreeable to Company
and Executive.
3. Bonuses.
The Executive shall be eligible to participate in the Company's
employee
bonus program in accordance with the terms of such program (as
it may exist
from time to time) and in the discretion of the committee
administering such
program.
4. Stock Awards.
The Executive shall be eligible to participate in the Company's
employee
stock award plans and shall be eligible for award of stock
options or other
stock incentive awards in accordance with the terms of the
Company's stock
award plans and in the discretion of the Committee of the Board
administering
such plans.
5. Reasonable Business Expenses and Support.
Executive shall be reimbursed for documented and reasonable
business
expenses in connection with the performance of his duties
hereunder.
Executive shall be furnished reasonable office space, assistance
and
facilities.
6. Termination of Employment.
The date, on which Executive's employment by the Company ceases,
under
any of the following circumstances, shall be defined herein as
the
"Termination Date."
(a) Termination Upon Death. If Executive dies prior to the
expiration of the term of this Agreement, the Company shall (i)
continue
coverage of Executive's dependents (if any) under all benefit
plans or
programs of the type listed above in paragraph 2(b) herein for a
period of
six (6) months, and (ii) pay to Executive's estate the accrued
portion of any
salary and vacation earned as of the Termination Date, less
standard
withholdings for tax and social security purposes.
(b) Termination Upon Disability. The Company may terminate
Executive's employment in the event Executive suffers a
disability that
renders Executive unable to perform the essential functions of
his position,
even with reasonable accommodation, as determined by competent
medical
authority. After the Termination Date, which in this event shall
be the date
upon which notice of termination is given, no further
compensation will be
payable under this Agreement except that Executive shall be paid
the accrued
portion of any salary and vacation earned as of the Termination
Date, less
standard withholdings for tax and social security purposes.
(c) Termination for Cause.
(i) Termination; Payment of Accrued Salary and Vacation. The
Board may terminate Executive's employment with the Company at
any time for
Cause, immediately upon notice to Executive of the circumstances
leading to
such termination for Cause. In the event that Executive's
employment is
terminated for Cause, Executive shall receive payment for all
accrued salary
and vacation earned through the Termination Date, which in this
event shall
be the date upon which notice of termination is given. The
Company shall
have no further obligation to pay severance of any kind whether
under this
Agreement or otherwise nor to make any payment in lieu of giving
notice of
such termination.
(ii) Definition of Cause. "Cause" means the occurrence or
existence of any of the following with respect to Executive, as
determined by
a majority of the directors of the Board: (a) unsatisfactory
performance of
Executive's duties or responsibilities, provided that the
Company has given
Executive written notice specifying the unsatisfactory
performance of his
duties and responsibilities and afforded the Executive
reasonable opportunity
for cure, all a
| 
