EMPLOYMENT AGREEMENT
This
Employment Agreement ("Agreement") is entered into on May 31,
2002, by and between Rick Vitelle, an
individual ("Executive"), and
California Amplifier, Inc., 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 Chief Financial Officer 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, 2003 (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
Fourteen Thousand Five Hundred
Eighty-Three Dollars ($14,583) 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 as
determined by a majority of the
directors of the Board;
