EXHIBIT 10.11
TERMINATION OF EMPLOYMENT ARRANGEMENT
TESSCO Technologies Incorporated and Xx. Xxxxxxx Xxxx have entered into an
employment agreement as of June 9, 1999. Pursuant to the agreement, TESSCO
remains obligated to continue base salary compensation and benefits to Xx. Xxxx
for the scheduled terms of the agreement if the employment of Xx. Xxxx is
terminated by TESSCO without "good cause" or by Xx. Xxxx with "good reason". If
Xx. Xxxx'x employment is terminated by TESSCO for "good cause", or by Xx. Xxxx
without "good reason", TESSCO is generally obligated to pay compensation and
benefits only to the date of termination. "Good cause" generally means: (I) the
willful continued failure by Xx. Xxxx to substantially perform his management
duties, (ii) intentional misconduct by Xx. Xxxx causing substantial injury to
the Company, or (iii) the conviction of a felony crime involving moral
turpitude. "Good reason" is defined to include: (I) a substantial diminution in
Xx. Xxxx'x title, duties or authority, (ii) a relocation of the Company's
principal offices to another State, (iii) a reduction in annual base salary, or
(iv) a "change in control" of the Company. A "change in control" is generally
deemed to occur when: (i) a person or group acquires beneficial ownership of
thirty percent or more of the Common Stock of the Company; or (ii) the
shareholders approve a liquidation or sales of substantially all of the assets
of the Company or certain mergers or consolidation of the Company.
This agreement is enforceable upon and beyond a "change in control" of the
Company.
The terms of this agreement provide for base salary and benefits to continue to
be paid to Xx. Xxxx should employment be terminated by TESSCO without "good
cause" or by Xx. Xxxx with "good reason" on the following schedule:
TERM PAYMENT PERIOD OF SEVERANCE BASE SALARY & BENEFITS
FIRST 12 MONTHS OF EMPLOYMENT 12 months following termination date
Months 13 - 24 of employment 9 months following termination date
Beyond month 24 of employment 6 months following termination date
By:/s/ Xxxxxxx X. Xxxx Date: 6/9/99
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Xxxxxxx X. Xxxx
By:/s/ Xxxxxx X. Xxxxxxxx Date: 6/9/99
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Xxxxxx X. Xxxxxxxx, Xx.
Chairman and CEO
TESSCO Technologies Incorporated
