EXHIBIT 10. b
Second Amended and Restated Employment Agreement
Between PHAZAR CORP and Garland Asher
Effective September 10, 2009
1. Position: Garland Asher ("Asher") will
serve and perform work as Chairman
of the Board of
Directors, President, and Chief
Executive Officer
("Services") for PHAZAR CORP (the
"Company").
2. Start Date: Effective September 9, 2008
3. Base Compensation: $200,000 per year,
payable bi-weekly as an employee of
Antenna Products Corporation, effective
September 1, 2009.
4. Incentive Compensation: Company
standard profit sharing
contributions
to the 401(k)
retirement plan and participation in the PHAZAR CORP 2006
Incentive Stock Option Plan.
5. Stock Options: The Company shall
award Mr. Asher 30,000 stock options
to be 100% vested as of the date of Board
approval, September 10, 2009 at
the market price on the approval date, of
$3.21 per share. The option must
be exercised within five (5) years of
vesting or it expires and:
The Company shall award Mr. Asher 130,000 shares
of PHAZAR CORP stock at the
closing price on the start date of his
employment, September 9, 2008, to be
vested on the following schedule:
May 31,
2010
30,000 shares
May 31,
2011
25,000 shares
May 31,
2012
25,000 shares
May 31,
2013
25,000 shares
May 31,
2014
25,000 shares
Vesting is contingent upon the
Company reaching annual sales levels while
maintaining designated pre-tax
profit requirements as determined by a
Performance Plan for Garland
Asher adopted by the Board of Directors on
January 14, 2009. Said Performance
Plan may be amended by the Board in its
discretion with the written consent of Garland
Asher.
a. Death or incapacity: In the event
of death or incapacity, any options
which would
have been vested in the fiscal year
in which death or
incapacity occurs will be
vested at that fiscal year end (May 31).
b. Severance: In the event of severance, Asher
must exercise any outstanding
options&
