Exhibit
10.1
17
August 2009
Dear
David:
This letter
will outline the terms regarding the termination of your employment
from EMS Technologies, Inc.
Last Day Worked
& Working Notice: Your last day
in the office will be Monday 17 August 2009. Subject to your
agreement within the 45-day period described below, EMS
Technologies, Inc. agrees to pay you 12 weeks (through 9
November 2009) in lieu of notice. During this time, and
as a condition of these payments, you are expected to be available
for, and to perform in good faith, transition activities on an
as-needed basis during normal business hours but you are not
expected to report for work in EMS’ offices.
Severance Pay
& Termination Date: Subject
to your agreement within the 45-day period described below, EMS
Technologies, Inc. agrees to pay you 26.5 weeks severance (10
November 2009 through 14 May 2010). Severance will
continue without interruption until the date you begin a new,
regular full time career role which is comparable in salary to the
position you held at EMS or until you reach the end of your
severance period, whichever comes first. Your Official
Termination Date will be on your last day paid.
2009 Incentive
Compensation: Effective 17
August 2009 you will no longer qualify for participation in
the 2009 Executive Annual Incentive Compensation Plan or the EMS
Performance Bonus (EPB).
Stock
Options: I have enclosed
a statement outlining the status of your stock option
agreements. Under the terms of the stock option plan your
termination date will be 17 August 2009. You will be eligible
to exercise any vested options for 3 months after your
termination date.
Retirement
& Stock Purchase Plans: As a
participant in the Retirement Program, you are entitled to withdraw
any vested account balances after the end of your working
notice. As a participant in the Stock Purchase Plan, you are
entitled to withdraw your share balance or to have it sold on your
behalf. Appropriate forms and details as to your alternatives
may be obtained from Fidelity Investments or Smith Barney as
appropriate.
Accrued
Vacation Pay: You will
receive vacation pay accrued through 17 August 2009.
This will be included in your 4 September 2009
paycheck.
Medical
Benefits: Your
medical and other insurance benefits will cease as of midnight on
your last day paid. Under federal law, after your
benefits cease, you are entitled to continue your medical coverage
through COBRA. You will also continue to participate in the
executive medical reimbursement plan through your last day
paid.
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Page 2
David A. Smith
17 August 2009
Return of
Assets: Your
company provided laptop computer and cell phone must be turned in
on 17 August 2009. We will provide a disc of any personal
information that may be stored on your company computer.
Outplacement
Services: In lieu
of outplacement, EMS Technologies, Inc. agrees to pay you
$15,000.
Confidentiality
Restriction : EMS
Technologies, Inc. expects you to maintain your obligation and
agreement to protect the confidentiality of, and to refrain from
using, any trade secrets or confidential information of EMS
Technologies, Inc. In the case of trade secrets, this
restriction shall continue for so long as such information is
maintained as a trade secret by EMS Technologies, Inc. In the
case of other confidential business information
