EXHIBIT 10.12
EMPLOYEMENT AGREEMENT
The following offer letter (the "Agreement") was dated and accepted on
April 16, 2003 by Technology Research Corporation ("TRC") and Xxxxx X. Xxxxxxx,
respectively:
Technology Research Corporation is pleased to offer you the position of
President and Chief Operating Officer reporting directly to me. Your annual
salary will be $200,000 per year paid semi-monthly. In addition, you will
receive an incentive stock option of 80,000 shares at the closing stock price
on the day you report to work. The Board will recommend, in its Proxy
statement for the next shareholder meeting in August 2003, that you be
elected to serve on the Company's Board of Directors.
Reporting directly to you will be the Vice President of Finance - Chief
Financial Officer, the Vice President of Engineering, the Vice President of
U.S. Commercial Sales and Marketing, the Director of Clearwater Commercial
Manufacturing Operations, the Vice President of International Operations and
Special Programs and the President and General Manager of TRC Honduras.
In addition to your salary, you will be offered an incentive sales
compensation plan. For FY04, you will receive 2% of the commercial revenues
and royalties in excess of $11.1 million provided those revenues and
royalties exceed $11.6 million. The Board of Directors has authorized a one-
time bonus of $ 15,000 for the completion and Board acceptance of a
documented multi-year Strategic Plan for TRC, to be completed no later than
December 31, 2003.
This employment offer is contingent upon a negative drug test and successful
completion of a background check.
TRC benefits include group health insurance, group life insurance, short and
long term disability coverage, tuition assistance, and a 401K plan.
Eligibility to receive benefits commences on the 91st day of employment;
however, participation in the 401K savings plan may commence on January 1st
or July 1s1 after completing six months of employment.
Your salary is guaranteed for the first twelve months from your start date,
except in the event of termination for cause, or your resignation. After the
first twelve months, your termination severance, for other than cause or
resignation, would be six months salary. However, benefits terminate at
midnight on your last day of employment. Should TRC be acquired by another
company, it is TRC's intention to accelerate the vesting period for all of
its stock option plans to the date of acquisition. Please sign and date in
the space provided, acknowledging and accepting this offer.
TRC's future is yet to be realized and revolves to a large degree around the
Fire Xxxxxxx product lines. I believe your experience will be of great value
to the Company and I personally look forward to working with you to move TRC
to the next level.
TECHNOLOGY RESEARCH CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Its: Chairman of the Board and Chief Executive
EXECUTIVE
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
