EXHIBIT 10.2
RADYNE TERMSHEET
1. Period of the agreement is from the date of signature by all parties
until the earlier of June 30, 2000 or the third vesting milestone is
achieved. Initial agreement is between Radyne, and R.C. Fitting and X.X.
Xxxxxx. Fitting and Xxxxxx represent and warrant that they are
unencumbered by any previous agreements or the like and are available to
fulfill fulltime the terms of this agreement.
2. Fitting and Xxxxxx to be employees and officers of Radyne initially.
Fitting to be President and Xxxxxx to be Executive Vice President. If
ETS and Radyne Corp. merge forming NUCO, Xxxxxx and Fitting will retain
the titles in the Radyne subsidiary or division (NEW RADYNE). Salaries
to be set by employer BOD. Initial salaries not including stock
incentives for both Fitting and Xxxxxx will be $80,000.00 annually each.
3. The incentive plan for Fitting, Xxxxxx, and the key employees they
attract (the team) is an agreement for Radyne to allocate 10% of the
common stock of Radyne (The Pool) in an ISO Plan to vest upon Radyne
achieving certain milestones (Vesting) set forth in the Radyne Milestone
Letter. Fitting and Xxxxxx to each be allocated 3.5% of the Radyne
option stock and the remaining to be allocated to other team members as
they are hired. At the end of the term of the agreement, all unallocated
option shares, with the exception of option shares that would not have
vested because of not reaching milestones, will be distributed to the
then current employees and holders of the option shares prorated in
accordance to their earned option shares. It is recognized that the
above ISO Plan requires Radyne shareholder approval and ETS agrees to
vote in favor of the Plan.
4. If any employee other than Fitting and Xxxxxx participating in the ISO
Plan terminate their employment for any reason (including death or
disability), the employee will keep all option shares that have vested
and the unvested allocated option shares will return to the pool.
If Fitting and Xxxxxx involuntarily terminate their employment (except
for cause) before the earlier of the term of this agreement or the third
milestone (maximum pretax profit goal) is achieved, they will keep
one-hundred percent (100%) of all option shares that have vested at the
time of termination. If Fitting and Xxxxxx voluntarily terminate before
the earlier of the term of this agreement or the third milestone is
achieved, then only seventy-five percent (75%) of any option shares that
have vested will be exercisable and the remaining twenty-five percent
(25%) is forfeited. Therefore, when Fitting and Xxxxxx achieve a vesting
milestone, only seventy-five percent (75%) of the allocation for
achieving that milestone can be exercisable. The remaining twenty-five
percent (25%) of the allocation will become exercisable if Fitting and
Xxxxxx have not voluntarily terminated their employment
before achieving the earlier of the term of this agreement or the third
milestone is achieved.
Xxxxxxx and Xxxxxx will execute a non-compete covenant within thirty (30)
days of signing this agreement. The non-compete covenant will terminate
if Fitting and Xxxxxx are involuntarily terminated (except for cause);
otherwise, the covenant will expire two (2) years after date of voluntary
termination.
5. In the event of the stock being subdivided, split, etc., the pool shares
will be adjusted to maintain the 10%. If a merger with ETS, the Radyne
options will be exchanged for the greater of 5.5% of NUCO (the combined
companies) options or the fairness opinion.
6. All products and services transferred between Radyne and ETS will be
charged at a price of Cost of Sales (including overhead and fringe) plus
an agreed upon margin to be mutually established and in accordance with
law.
7. In the event of change of control of Radyne defined as the company being
sold or acquired but not including the merger of ETS with Radyne, all ISO
Plan option shares will continue to vest in accordance with the Plan.
8. If ETS and Radyne Corp. merge forming NUCO, Fitting and Xxxxxx will
purchase up to $400,000.00 of NUCO stock at a price based upon the
fairness opinion.
/s/ XXXXXX X. XXXXXX Date: February 1, 1995
_______________________
Xxxxxx X. Xxxxxx
Chairman of the Board,
Radyne Corporation
/s/ XXXXXX X. XXXXXXX Date: February 1, 1995
_______________________
Xxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXX Date: February 1, 1995
_______________________
Xxxxxx X. Xxxxxx
