Exhibit 10.1
[PRO-DEX, INC. LOGO]
October 18, 2006
Dear Patrick,
This will serve as a clarification of
the resignation memo from you to the Company's Board of Directors
dated April 12, 2006. You will be employed in the position of
Executive Vice President Business Development, to serve as Chief
Business Development Officer with such other duties as may be
assigned to you by the Company's Chief Executive Officer. You
will report directly to the Company's Chief Executive
Officer. This position will be based out of our Santa Ana,
California office. Your Indemnification Agreement and
Directors & Officers Insurance with us will continue to be in
effect.
Your official start date will be
effective as of April 12, 2006. Your compensation package
will include a bi-weekly salary of $6,923.08 which equals $180,000
per year. This is an Exempt position. You will retain
your current PTO (paid time off) accrual and continue to accrue PTO
per the schedule in the employee handbook. You will continue
your eligibility to participate in benefits including health,
dental and life insurance and to participate in our optional
employee benefits.
In the event you are terminated
involuntarily by the Company without "cause" as defined below, the
Company shall pay to you a severance payment equal four (4) times
your then current monthly base salary less applicable withholding
as required by law. Such payment shall be made in equal
incremental payments, consistent with the Company's usual payroll
payment periods, over a period of four (4) months immediately
following your last day of employment with the Company. As
used herein, the term "cause" means (i) your willful breach or
gross neglect of the duties and obligations required of you either
expressly or impliedly by the terms of this letter agreement; or
(ii) your commission of fraud, embezzlement or misappropri
