EXHIBIT 10.19
EXECUTIVE TRANSITION
AGREEMENT
This Executive Transition Agreement
(“Agreement”) is made and entered into by and between
Ronald E. Ragland (“Executive”) and REMEC, Inc.
(“REMEC” or the “Company”), together
referred to as “the parties,” based on the following
facts:
RECITALS
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A.
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Executive has
been employed as Chief Executive Officer of REMEC and has been
serving as Chairman of the Board of Directors of REMEC and as a
director of other subsidiaries or affiliates of REMEC;
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B.
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Executive has
expressed a desire to enter into an agreement for the transition of
his employment and other duties with REMEC; and
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C.
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REMEC desires
to facilitate that transition in a way still preserving
Executive’s many contributions to REMEC and recognizing his
accomplishments.
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NOW, THEREFORE , in consideration of the promises and mutual
agreements hereinafter set forth, the parties hereby agree as
follows:
1. Termination of Employment;
Other Positions . Concurrently with signing and returning this
Agreement to REMEC, Executive agrees to sign and return the
Resignation form attached hereto as Attachment A, pursuant to which
Executive resigns as a director, Chairman of the Board and as an
officer or legal representative of REMEC, its subsidiaries or
affiliates, also effective February 9, 2004 (“Termination
Date”). As a result of Executive’s resignation,
Executive has terminated his duties at REMEC and his employment
with REMEC terminated effective on the Termination Date.
At the request of REMEC, Executive
agrees to act as Chairman Emeritus of REMEC performing such duties
and functions as may be delegated to and requested of him by the
Board of Directors of REMEC and subject to the right of the Board
to terminate such relationship at any time.
2. Severance Payment to
Executive . REMEC will pay to Executive the gross sum of Nine
Hundred and Thirty Three Thousand Two Hundred Dollars ($933,200.00)
(“Severance Payment”), in consideration for the
promises and covenants contained in this Agreement. The Severance
Payment, which is equivalent to two (2) years of Executive’s
salary, plus two (2) years of Executive’s annual automobile
allowance, is in addition to other benefits (including any accrued
but unused vacation time) to which Executive may be entitled upon
his termination of employment. This Severance Payment will be made
in twenty-four (24) equal monthly installments (less all applicable
withholdings), with the first payment to be made within thirty-one
(31) days of the last salary payment that was made to Executive as
an employee, and the remaining installments to be paid monthly
thereafter for twenty-three (23) months. In the event of the death
of Executive prior to the full payment of the Severance Payment,
the unpaid installments shall be paid to the person to whom the
Severance Payment is transferred by will or the laws of descent and
distribution.
3. Wages and Benefits
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3.1 Accrued Wages and Vacation;
Expenses . Promptly upon termination and within the period of
time mandated by law, REMEC shall pay the Executive (i) any unpaid
base salary due for periods prior to the Termination Date; (ii) all
of the Executive’s accrued and unused vacation through the
Termination Date; and (iii) reimbursement for all expenses
reasonably and necessarily incurred by the Executive in connection
with the business of REMEC prior to the Termination Date, provided
Executive submits proper expense reports on or before March 15,
2004.
3.2 Option Acceleration .
Executive and REMEC acknowledge that Executive is a party to
certain Stock Option Agreements, under which Executive was granted
various options to purchase shares of common stock of REMEC at
specified exercise prices. In addition to those options that have
vested and are exercisable as of the Termination Date as set forth
in Schedule I of Attachment B to this Agreement, the unvested
options specified in Schedule II of Attachment B also shall vest
and become fully exercisable on February 9, 2004. Executive shall
have to and including February 8, 2006 in which to exercise any
vested options and purchase shares of stock upon the terms set
forth in those agreements.
3.3 Health-Related Benefits .
The Company shall continue for Executive and Linda Ragland and
their dependent children under the age of eighteen (18) years of
age (twenty-three (23) if a fulltime student), medical, dental and
vision insurance by the payment by the Company of the same monthly
premiums for such insurance as are being paid from time to time by
the Company for its corporate executives, until the death of both
the Executive and Linda Ragland. Executive shall remain eligible
for an annual executive physical for two years from the Termination
Date, at REMEC’s expense, not to exceed $2,000 per
year.
3.4 Life Insurance . REMEC
shall pay the premiums that become due in 2004 and 2005 on that
certain executive life insurance policy currently owned by and
issued in Executive’s name.
3.5 Club Membership and Travel
Services . Executive will be allowed to retain the nonequity
membership at the Rancho Santa Fe Golf Club, for which REMEC paid
the initial entry fee of $25,000, provided Executive pays any
applicable fees, dues, assessments or other expenses. Executive
shall be entitled to use the services of REMEC’s Travel
Department for two years from the Termination Date.
3.6 Office Equipment and
Furniture . Executive shall be allowed to select and remove, at
his own expense, any office equipment and furniture from both his
Del Mar office and home office as his personal property. Such
equipment shall include his cellular telephone(s) issued by REMEC.
REMEC shall maintain Executive’s cellular telephone and email
accounts through March 15, 2004. REMEC shall issue Executive an
appropriate 1099 tax reporting form with respect to the
foregoing.
3.7 No Other Payments or
Benefits . Executive expressly acknowledges that the payments
and benefits set forth in Sections 2 and 3 above include payments
and benefits to which he is not otherwise entitled, and that
Executive is not entitled, pursuant to prior contracts, agreements
or otherwise, to any other payment, benefit or consideration in
connection with the termination of his employment with REMEC beyond
that set forth in this Agreement.
4. Knowing and Voluntary
Agreement . Executive acknowledges that he has read and
understands this Agreement, that he has been advised to consult
with an attorney regarding this Agreement, and that he has received
all advice he deems necessary prior to executing this Agreement.
Executive acknowledges he has been given adequate time to consider
whether to enter into this Agreement, and has taken as much of this
time as he deems necessary to consider whether to enter into this
Agreement. Executive acknowledges that he is entering into this
Agreement freely and voluntarily and without coercion, duress,
fraud or undue influence of any kind whatever.
4.1 No Admission of Liability
. This Agreement is not an admission of liability on the part of
REMEC or Executive. This Agreement is not an admission directly, or
by implication, that REMEC or Executive has violated any law,
regulation, rule, or contractual right, or any other duty or
obligation of any kind.
5. Nondisparagement . The
parties shall not make any negative, derogatory or disparaging
statements, publications or comments, regarding each other. This
specifically includes, but is not limited to, statements,
publications or comments made about REMEC’s Board of
Directors or management that Executive had contact with during his
employment with REMEC. Any written statement to the media that
references Executive’s employment or resignation shall be
submitted by REMEC to Executive for his review and approval prior
to its release, which approval shall not be unreasonably withheld.
Any other information published or provided to any person by the
Company or Executive with respect to the foregoing subject-matter
shall be mutually agreed to and no party will unr
