AGREEMENT
Agreement made as of the 5th day of November, 1999 by and between:
RF Industries, Ltd.
0000 Xxxxxxx Xxxx, Xxxx. #0000
Xxx Xxxxx, Xx 00000-0000 Federal Tax ID: 00-0000000
and, Xxxxxx Xxxxx
0000 Xxxx Xxxxx Xxx.
Xxx Xxxxx, Xx 00000-0000 Social Security: ###-##-####
WITNESSETH
Whereas, RFI desires to engage the services of Xxxxxx Xxxxx, and Xxxxxx
Xxxxx desires to accept such engagement.
Now, therefore, in consideration of the mutual covenants, conditions
and agreements hereinafter set forth the parties hereto agree as follows:
1. Engagement. Subject to the terms and conditions of this agreement, RFI
hereby engages the services of Xxxxxx Xxxxx, and Xxxxxx Xxxxx hereby
accepts such engagement.
2. Term. The term of Xxxxxx Xxxxx agreement has commenced as of November 5,
1999 for a period of ten years. The agreement must be renewed annually,
unless sooner terminated in accordance with the terms of section 6 hereof.
3. Position. The primary position to be held by Xxxxxx Xxxxx during his
employment is: Chief Financial Officer and Corporate Secretary. She will
report directly to RFI's President/CEO.
4a. Salary. Initial base salary will be $52,000 annualized and is payable
weekly each Friday. Base salary may be increased only by RFI's
President/CEO approval.
Agreement
RFI/Xxxxxx Xxxxx
Page 2
4b. Salary Continuation During Disability. If Xxxxxx Xxxxx, for any reason
whatsoever, becomes permanently or temporarily disabled, so that she is
unable to perform her duties hereunder, RFI agrees to pay her sixty percent
(60%) of his annual salary, payable in the same manner as her base salary,
until such time as Xxxxxx Xxxxx begins to receive disability benefits,
under any employer group disability or similar plan funded by insurance,
whichever is first to occur (approximately 90 days). RFI agrees to provide
Xxxxxx Xxxxx with a policy of disability insurance, which will pay Xxxxxx
Xxxxx as disability payments thereunder, an amount equal to sixty percent
(60%) of Xxxxxx Xxxxx'x base salary after Xxxxxx Xxxxx becomes disabled and
is unable to perform services under this agreement.
5. Executive Stock Option. The Board of Directors of RFI will grant Xxxxxx
Xxxxx a stock option of 100,000 shares. The options are exercisable at
$1.50 per share. The options will vest at 20% (20,000) shares per year for
five (5) years to accomplish full 100% vesting. The options will expire
upon termination.
6. Termination. Voluntary termination: Xxxxxx Xxxxx may terminate this
agreement at any time, in writing. In the event of a voluntary termination
by Xxxxxx Xxxxx, the terms and conditions of this agreement become null and
void. Involuntary termination: RFI may terminate this agreement for the
following reasons: (i) Xxxxxx Xxxxx'x conviction of a crime that
constitutes a felony in the jurisdiction involved, or (ii) "material
breach" shall mean only a persistent or continuing failure or refusal by
Xxxxxx Xxxxx to perform his material obligations to RFI, or (iii) conflicts
between Xxxxxx Xxxxx and his peers or superiors, or actions in direct
opposition to the charter, the goals, and the expectations of RFI and its
shareholders (iv) a decision by the Board of Directors to terminate Xxxxxx
Xxxxx . Upon written notice of material breach Xxxxxx Xxxxx will be paid
one full year's salary. Xxxxxx Xxxxx must exercise stock option within one
year of termination. Stock option shares may be sold to RFI at agreed upon
prices and RFI will have first right of refusal to purchase option stock
shares. RFI must submit to Xxxxxx Xxxxx in writing, intent to purchase
stock option shares or refusal to purchase stock option shares within
thirty (30) days of written request date from Xxxxxx Xxxxx. RFI must
exercise option within sixty (60) days of written notice. RFI and Xxxxxx
Xxxxx may agree on a payment schedule.
7. Death. In the event of Xxxxxx Xxxxx'x death, all benefits payable under
this Agreement, up to the time of death, shall be payable to Xxxxxx Xxxxx'x
estate, and such payments shall be reduced only by the proceeds received by
Xxxxxx Xxxxx'x estate from the Company's life insurance policy on the life
of Xxxxxx Xxxxx. RFI will still retain first rights of refusal to purchase
option stock shares from Xxxxxx Xxxxx'x estate.
Agreement
RFI/Xxxxxx Xxxxx
Page 3
8. Benefit Plans. Xxxxxx Xxxxx will be entitled to all employee benefit plans.
(i) Medical insurance coverage
(ii) Life insurance (approximately $50,000)
(iii) 401K Plan
(iv) Optional employee paid insurance plans
(v) Disability insurance
(vi) Exhibit A, RFI Incentive Stock Option Agreement
(vii) Paid holidays
(viii) Sick leave
(ix) Paid vacation
Xxxxxx Xxxxx will be entitled to any additions to the employee benefit
plans during his employment and will comply to any changes.
9. Assignment. This Agreement shall bind and inure to the benefit of the
parties and their respective successors and assigns provided that neither
rights nor obligations shereunder may be assigned by Xxxxxx Xxxxx, and
neither rights nor obligations may be assigned by RFI, except to a
corporation succeeding to substantially all of the business of RFI, by
sale, merger, assignment or otherwise.
10. Integration. This Agreement constitutes the entire agreement among the
parties relating to thee subject matter shereof. It cannot be altered or
amended except by a writing duly executed by the party against whom such
alteration or amendment is sought to be enforced.
11a. Governing Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of California applicable
to contracts made and to be performed entirely within such state.
Agreement
RFI/Xxxxxx Xxxxx
Page 4
11b. Arbitration. Any controversy between the parties shereto, including the
construction or application of any of the terms, covenants or conditions of
this Agreement, shall on written request of one party served upon the
other, be submitted to arbitration and be governed by the California
Arbitration Act as set forth in the California Code of Civil Procedure. The
arbitration shall take place in the city of San Diego, California. The
parties may agree upon one arbitrator, but in the event they cannot agree
there shall be three, one named in writing by each of the parties within
ten (10) days after demand for arbitration is given and a third chosen by
the two so appointed; provided that the third shall be a retired judge;
provided further that is the two appointed cannot agree on the choice of a
retired judge, then the third arbitrator shall be designated by the then
Presiding Judge of the San Diego Superior Court. The cost of such
arbitration, including reasonable attorney's fees, shall be borne by the
losing party or in such proportions as the arbitrator(s) shall decide.
Arbitrations shall be the exclusive remedy of Employee and Employer and the
award of the arbitrator(s) shall be final and binding upon the parties.
In witness wshereof, the parties shereto have caused this Agreement to be duly
executed by their respective officers shereunto duly authorized as of the date
first above written.
RF INDUSTRIES, LTD.
Date: November 5, 2001 By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President/CEO
Date: November 5, 2001 By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, CFO
