January 1, 1996
Xx. X. X. Xxxxxxxxxx, Xx.
Marlton Technologies, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Dear Ed:
We have agreed to amend your Employment Agreement dated January 1, 1994
between you and Marlton as follows:
Your annual base salary will be $100,000.
The dates in Paragraphs 2 and 3 (regarding term of employment) shall be
extended in each case from December 31, 1995 to December 31, 1997.
Schedule A regarding bonus shall be replaced with the attached Schedule A
effective for 1995, 1996 and 1997.
Upon approval by the shareholders of Marlton, you will receive options to
acquire an additional 60,000 shares of Marlton Common Stock, vesting at the rate
of 2,500 options shares per month commencing January 1, 1996 at an exercise
price of $2.00/share.
You have vested a total of 15,000 options at $2.00 per share and 7,500
options at $2.25 per share, in each case with an expiration date of 1/2/97,
under an Incentive Stock Option Agreement dated January 2, 1992. The option
expiration date for the 7,500 options at $2.25 is extended until 1/2/98.
Except as amended by the above, the Employment Agreement shall remain in
full force and effect in accordance with its terms.
Very truly yours,
Marlton Technologies, Inc.
Agreed To:
-------------------------- ----------------------------
X. X. Xxxxxxxxxx, Xx. Xxxxxx X. Xxxxxxxx, President
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X. X. Xxxxxxxxxx, Xx.
Schedule A
Marlton Technologies (1)
Pre-Tax Profit Base
Base After Bonus Bonus Plus
---------------- ------- ----
1995 $300,000 $30,000 5% of excess
1996 350,000 30,000 "
1997 400,000 30,000 "
Sparks Portables (2)
Pre-Tax Portables Profit Base
Base After Bonus Bonus
------------------------ --------
$200,000 $10,000
250,000 15,000
300,000 25,000
400,000 40,000
500,000 60,000
Employee will receive an annual employment bonus related to the pre-tax
consolidated profit of the business of the Company and all wholly-owned or
majority owned subsidiaries of the Company, excluding extraordinary and
non-recurring items and non-operating income and loss (but including interest
income and expense, and capital gain and loss on investment securities). Any
trade show exhibit related businesses with sales of less than $3,000,000
acquired after the Effective Date (determined on a calendar year basis in
accordance with generally accepted accounting principles on a consolidated basis
for such entities) will be included. Acquisitions in trade show exhibit related
businesses with sales of at least $3,00,000 and all acquisitions in other
industries will be handled on an individual basis. Such bonus shall be based
upon the full calendar year pre-tax consolidated profits.
(1) 1998 and 1999 will be based on average profit incrase from 1995 to 1997.
(2) This bonus continues so long as Employee continues to have full
responsibility for Portables Division.
Policy for advances against annual bonus by Employee will be determined by the
Company on an annual basis.
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MARLTON TECHNOLOGIES, INC.
INCENTIVE STOCK OPTION AGREEMENT (1990 STOCK OPTION PLAN)
THIS STOCK OPTION (the "Option") is granted as of the 1st day
of January, 1996, by MARLTON TECHNOLOGIES, INC., a New Jersey corporation (the
"Company") to X. X. XXXXXXXXXX, XX. (the "Optionee").
W I T N E S S E T H :
1. Grant. The Company hereby grants to the Optionee Stock
Options (the "Options") to purchase on the terms and conditions set forth
herein, an aggregate of Sixty Thousand (60,000) shares (appropriately adjusted
for any subsequent stock splits, stock combinations or similar capital
restructuring) of the Company's Common Stock, par value, $.10 per share (the
"Option Shares"), at a purchase price per share of $2.00 (the "Option Price").
2. Term. This Option Agreement and Optionee's right to
exercise Options vested in accordance with Paragraph 3 shall terminate on the
earlier of (i) December 31, 2000, or (ii) upon termination of Optionee's
employment or Employment Agreement between Optionee and the Company, provided
that in the event of termination due to Optionee's death or disability or
termination by the Company without Cause (as therein defined), Optionee (or
Optionee's spouse or estate) may exercise this Option Agreement for a period of
six months following the date of termination as to Options fully vested on or
before the date of termination.
3. Vesting. The Options will be vest at the rate of 2,500
Options per month over the 24 month period commencing January 1, 1996, based on
the continued employment of Optionee by the Company through each such month.
4. Method of Exercise and Payment. Vested Options may be
exercised from time to time, in whole or in part. When exercisable under
Paragraph 3, the Option may be exercised by written notice to the Company
specifying the total number of Option Shares to be exercised. The notice shall
be accompanied by payment in cash or by check equal to the aggregate Option
Price of all Option Shares covered by such notice.
5. Notices. Any notice to be given to the Company shall be
addressed to the Company at its principal executive office, and any notice to be
given to the Optionee shall be addressed to the Optionee at the address then
appearing on the records of the Company or at such other address as either party
hereafter may designate in writing to the other. Any such notice shall be deemed
to have been duly given when deposited in the United States mail, addressed as
aforesaid, registered or certified mail, and with proper postage and
registration or certification fees prepaid.
6. General. This Option shall not be assignable by Optionee.
This Option Agreement shall be subject to the provisions of the Company's 1990
Stock Option Plan and the provisions of Section 421, 422A(b) et. seq. of the
Internal Revenue Code of 1986, as they may be amended from time to time. Stock
certificates representing the Option Shares acquired shall bear any legends
required by applicable state and federal securities laws. Company stock
issuances are unregistered, requiring a two year holding period.
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
MARLTON TECHNOLOGIES, INC.
Attest:
______________________________ By:____________________________
Xxxx X. Xxxxxxxx, Secretary Xxxxxx X. Xxxxxxxx, President
Witness:
------------------------------ ---------------------------------
Optionee: X.X. Xxxxxxxxxx, Xx.
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