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EXECUTIVE AGREEMENT

Executive Employment Agreement

EXECUTIVE AGREEMENT | Document Parties: SONO TEK CORP You are currently viewing:
This Executive Employment Agreement involves

SONO TEK CORP

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Title: EXECUTIVE AGREEMENT
Date: 7/11/2008
Industry: Misc. Capital Goods     Sector: Capital Goods

EXECUTIVE AGREEMENT, Parties: sono tek corp
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                                                                    Exhibit 10.1


            EXECUTIVE AGREEMENT between Sono-Tek Corporation, a New York
corporation (the "Company") and R. Stephen Harshbarger ("Executive"), dated as
of the Fifth day of March, 2008.

                              W I T N E S S E T H:
                               - - - - - - - - - -

            WHEREAS, Executive is an employee of the Company and is an integral
part of its management; and

            WHEREAS, it is in the best interest of the Company that Executive
continue in the service of the Company without the benefits which would accrue
to Executive pursuant to an employment agreement; and

            WHEREAS, the Company wishes to assure itself of continuity of
management during the critical period of any actual or threatened change in
control of the Company.

            NOW, THEREFORE, it is hereby agreed by and between the parties as
follows:

      1.     Employment Status.

            In consideration of the benefits provided to Executive pursuant to
this Executive Agreement, Executive hereby agrees to continue to be employed by
the Company as an employee-at-will without the benefit of an employment
agreement. Nothing expressed or implied herein shall create any right or duty
(on the part of the Company or Executive) to have Executive remain in the
employment of the Company, each reserving all rights to terminate the employment
relationship at any time, with or without "Cause" (as hereinafter defined).

       2.     Term.

            The term of this Executive Agreement shall commence on the date
hereof and shall terminate on the earlier to occur of (i) termination of
Executive's employment for whatever reason, unless a Change of Control (as
hereinafter defined) shall have occurred prior to such termination or (ii)
twelve months following written notice of termination of this Executive
Agreement given by the Company or Executive.

      3.     Payment Subsequent to Change of Control.

            (a) Except as may otherwise be required in accordance with Section 8
hereof, in the event that a Change of Control of the Company shall occur during
the time Executive is employed by the Company, there shall be payable to
Executive upon the termination of Executive's employment without Cause or
Executive's Resignation for Good Reason (as hereinafter defined) within 18
months following such Change of Control a lump sum (net of any required tax or
other withholding) equal to one year of Executive's annual base and bonus
compensation paid by the Company for the previous calendar year (or such lesser
period as Executive shall have been employed by the Company) immediately
<PAGE>

preceding the Change of Control as reflected in Executive's Forms W-2 in respect
of such year. Payment made in accordance with this Section 3(a) shall represent
full satisfaction of all of the obligations of the Company under this Executive
Agreement and concurrent with receipt of such payment Executive shall execute a
document satisfactory to the Company to that effect.

            (b) For the purpose of this Executive Agreement, a "Change of
Control" of the Company shall mean any of the following:

            (i)    The sale to a "Non-Affiliate" (as defined below) of all or
                  substantially all of the assets of the Company;

            (ii)   The merger of the Company with or into a Non-Affiliate where
                  immediately following such transaction 50% or more of the
                  outstanding voting stock of the remaining entity is not owned
                  by persons who were shareholders of the Company immediately
                  prior to such transaction;

            (iii) The acquisition by any person who is not on the date hereof an
                  Affiliate or Major Shareholder (as such terms are defined
                  below) of 50% or more of the issued and outstanding stock of
                  the Company; or

            (iv)   The Board of Directors of the Company shall cease to be a
                  "Qualified Board" (as defined below).

            (c)    For purposes of this Executive Agreement:

            (i)    Persons or entities shall be "Affiliates" if one controls the
                  other or if they are under common control. "Control" shall
                   mean the ownership of 50% or more of the issued and
                  outstanding stock of any such entity.

            (ii)   "Major Shareholder" shall mean any person or entity who
                  directly or indirectly currently owns as of the date of this
                  Agreement 25% of the issued and outstanding stock of the
                  Company.

            (iii) "Qualified Board" shall mean the Board of Directors of the
                  Company which is comprised of no fewer than five persons at
                  least a majority of whose membe  


 
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