EXHIBIT 10.2
March 4, 2008
Mr. Xxxx Xxxxx
00 Xxxxx Xxxxx #000
Xxxxxxxxx, XX 00000
Dear Xxxx:
This letter confirms our agreement reached today that you will resign
your positions as president, chief executive officer and a director of
CalAmp Corp., a Delaware corporation (the "Company"), effective immediately
to pursue other interests. Your signature below will constitute your
resignation. In addition to being paid all salary earned and vacation
accrued as of today, the Company will pay you separation pay of $207,500 in
a lump sum payment and will continue your current salary payments on a
monthly basis for 18 months through August 31, 2009 in accordance with
Section 6(d) of your Employment Agreement dated May 31, 2002 (the
"Employment Agreement"). The Company will also pay your premiums for
participation in the Company's group medical and dental insurance program
for six months through August 31, 2008 and during that period you shall
continue to be eligible to participate in the Company's Exec-U-Care
supplemental medical reimbursement program. As provided in Section 6(d) of
the Employment Agreement the continuation of the salary benefit is
conditioned upon your compliance with the provisions of Sections 7 and 8 of
the Employment Agreement.
With respect to your equity awards under the Company's stock incentive
plans, the Company has agreed to accelerate the vesting of the 60,000 shares
of restricted stock which you hold under the plans. Vesting will be a
taxable event that will result in your receiving a net amount of vested
shares in accordance with the terms of your restricted stock agreement. All
other options and equity awards under the plans shall be treated in
accordance with the provisions of the plans applicable to a voluntary
termination by an employee.
The Company has also agreed to (i) reimburse you for up to $20,000 in
documented expenses for the services of an outplacement consulting firm,
(ii) allow you to retain the Company personal computer at your home and your
Company laptop computer, provided that you cooperate with the Company to
have all company information and intellectual property removed from such
computers, (iii) allow you to retain your Company cell phone, provided that
you promptly transfer the monthly service charges from the Company to you
and (iv) allow you for 30 days from the date you accept this letter
agreement to use your Company email address for personal use, provided that
you forward immediately to Xxxx Xxxx any emails that you receive that
pertain to Company business and that you do not use your email account for
any outbound communications that refer to or involve the Company. The
Company acknowledges and agrees that you shall retain the benefit of any
indemnification provisions in accordance with the terms thereof contained in
the Company's certificate of incorporation or bylaws and in any agreement
that you have with the Company.
You agree that by agreeing to the terms set forth in this letter
agreement and by paying you for all salary owed and vacation time accrued
through the date you accept the terms hereof, the Company has fulfilled all
of its obligations to you in connection with your separation from the
Company. You also agree that (i) you will not make any disparaging comments
to analysts, stockholders, the financial press or otherwise about the change
in management or the operations or prospects of the Company and (ii) by your
agreement and acceptance below you hereby waive notice of, and consent to
the holding of, the meeting of the Board of Directors of the Company held at
4:30 PM on February 29, 2008 .
Xxxx, thank you very much for your years of service to CalAmp. The
Board of Directors wishes you the very best in your future endeavors.
Very truly yours,
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
On behalf of the Board of
Directors of CalAmp Corp.
Agreed to and accepted this 4th day of March 2008
/s/ Xxxx Xxxxx
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XXXX XXXXX
