OMNIBUS AMENDMENT TO INCENTIVE COMPENSATION PLANS March 28, 2019
Exhibit 10.1
OMNIBUS AMENDMENT TO
March 28, 2019
WHEREAS, BK Technologies, Inc., a Nevada
corporation (the “Company”),
has entered into an Agreement and Plan of Merger, dated March 28,
2019, by and among the Company, BK Technologies Corporation, Nevada
corporation (“New
BK”), and BK Merger Sub,
Inc., a Nevada corporation (“MergerSub”), pursuant to
which MergerSub shall be merged with and into the Company, with the
Company surviving the merger, and New BK will become the successor
issuer to the Company pursuant to and under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as
amended, and the publicly-traded parent company of the Company (the
“Reorganization”);
WHEREAS,
in connection with the Reorganization, each share of the
Company’s common stock, par value $0.60 per share, will be
exchanged for a share of New BK’s common stock, par value
$0.60 per share;
WHEREAS, the Company intends for the sponsorship
of the Company’s 2007 Incentive Compensation Plan (as
amended, the “2007
Plan”) and the 2017
Incentive Compensation Plan (the “2017
Plan” and, together with
the 2007 Plan, the “Plans”)
to transfer to New BK, effective as of the date of, and contingent
upon, the consummation of the Reorganization (the
“Effective
Time”);
and
WHEREAS, in connection with the Reorganization, it
is necessary to amend, pursuant to this omnibus amendment (this
"Amendment"), each
of the Plans, each of the stock option agreements pursuant to which
options to purchase common stock of the Company have been granted
and are outstanding pursuant to one of the Plans (collectively, the
“Option
Agreements”), each of the
restricted share agreements pursuant to which shares of common
stock of the Company which are subject to restrictions have been
granted and are outstanding pursuant to one of the Plans
(collectively, the “Restricted Share
Agreements”), and each of
the restricted share unit agreements pursuant to which restricted
share units have been granted and are outstanding pursuant to one
of the Plans (collectively, the “RSU
Agreements”).
NOW,
THEREFORE, each of the Plans, Option Agreements, Restricted Share
Agreements and RSU Agreements are hereby amended as follows,
effective as of the Effective Time:
1.
All
references to “RELM Wireless Corporation,” “Relm
Wireless Corporation” or “BK Technologies, Inc.”
contained in each of the Plans, Option Agreements, Restricted Share
Agreements and RSU Agreements are hereby changed to “BK
Technologies Corporation,” including references in the name
of each of the Plans.
2.
New
BK hereby assumes all of the obligations of the Company under each
of the Plans, respectively, and any awards granted thereunder that
are outstanding as of the Effective Time pursuant to the Option
Agreements, Restricted Share Agreements and RSU Agreements are
hereby deemed transferred to New BK.
3.
In
connection with the Reorganization, each share of the
Company’s common stock reserved for issuance under the Plans
or issued, or issuable, pursuant to awards that are outstanding as
of the Effective Time shall be converted into one share of New
BK’s common stock.
4.
Each of the Plans is hereby amended to provide
that the Board of Directors of New BK (the
“New
Board”) and the
Compensation Committee of the New Board shall each have the
authority to amend or terminate the Plan, and the Compensation
Committee (the “Old
Committee”) of the Board
of Directors of the Company (the “Old
Board”) shall no longer
have such authority.
5.
None
of the Company, the Old Board or the Old Committee shall have any
further obligations under the Plans and the Awards granted
thereunder.
6.
Except
as explicitly set forth in this Amendment, each Plan, and all
outstanding awards granted thereunder, shall remain in full force
and effect.
7.
In
all other respects, the Plans, as amended, are hereby ratified and
confirmed and shall remain in full force and effect.
8.
The Company
and New BK agree to take any such further actions as may be
reasonably necessary to carry out the purposes and intent of this
Amendment.
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2
IN
WITNESS WHEREOF, the undersigned has duly executed this Omnibus
Amendment to Incentive Compensation Plans as of the date first
written above.
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/s/ Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
Executive
Vice President and Chief Financial Officer
BK TECHNOLOGIES CORPORATION
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
Executive
Vice President and Chief Financial Officer
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