Exhibit 10.1


 








 


		3/13/2018	



 


Steven Waszak


28712 Murrelet Dr


Laguna Nigel, CA 92677


 


Dear Steven,


 


On behalf of SMTC Corporation
(“SMTC” or the “Company”), I am pleased to offer you the position of Chief Financial Officer,
reporting to the Company’s President and Chief Executive Officer, and working from the Company’s offices in
Fremont, California. For purposes of this letter, your first day of work at SMTC will be considered your “Employment
Start Date.” Unless your Employment Start Date occurs on or before TBD, this letter agreement shall be without force or
effect. All dollar amounts in this letter refer to U.S. funds.


 


Base Salary.
Your starting annual base salary will be $22,917.00 per month ($275,000.00 annually), less applicable taxes, deductions and
withholdings, paid in accordance with Company practice, and subject to annual review.


 


Short-Term
Incentive Compensation. You will be eligible to participate in the Company’s short term incentive plan
(“STIP”) with a target incentive of 33% of your annual base salary, pro-rated based on the period of time you are
employed at SMTC during the relevant Company fiscal year, less applicable taxes, deductions, and withholdings. Target
incentives do not constitute a promise of payment. To qualify for the STIP bonus, you must remain employed with the Company
through the date that the STIP bonus is paid, except that if you are terminated without Cause (as defined herein) after the
end of the fiscal year for which the STIP bonus is earned but prior to the date the STIP bonus is paid, you will still
receive the STIP bonus earned. Your actual STIP payout will depend on SMTC financial performance and an assessment of your
individual performance, and any STIP payout is subject to and governed by the terms and requirements of the STIP, as approved
and amended by the Compensation Committee of the Board of Directors (the “Compensation Committee”) from time to
time. The STIP bonus will be paid following Compensation Committee approval of the STIP bonus amount and within 10 days
following release of the Company’s audited financial statements for the fiscal year for which the STIP bonus is
earned.


 


 


 


SMTC
Corporation



	 






 


Corporate
Headquarters 635 Hood Road, Markham, Ontario, Canada L3R 4N6 

Telephone: 905.479.1810 Fax: 905.479.1877 Web Site: www.smtc.com

	 


 


Toronto ● San Jose
● Mexico ● China



 



     


     


    




Option Grant. In
connection with your appointment, you will receive a one-time grant of options covering 335,929 shares of Company common
stock under the Company’s 2010 Incentive Plan. The options will be granted as soon as practicable following the
commencement of your employment, will have an exercise price per share equal to the Company per share closing price on that
date, and will vest as to 1/5 (20%) of the covered shares upon the Company’s average closing share price being above
each of $2.50, $3.00, $4.00, $5.00 and $6.00 per share for a 90 day period, or upon a Change in Control Event (as defined
below) resulting in the per share value of Company common stock being above those same thresholds (1/5 if above $2.50, an
additional 1/5 if above $3.00, an additional 1/5 if above $4.00, an additional 1/5 if above $5.00, and 100% if above $6.00),
subject, in all cases, to your continued employment. In the event of a Change in Control Event, the options shall immediately
expire to the extent they remain unvested; provided, however, the Company’s board of directors may, in its sole
discretion, accelerate vesting effective immediately prior to, but contingent on, a Change in Control Event. To ensure
alignment with shareholders, the options may not be exercised, and no option shares may be sold, within 180 days of any
portion of the options vesting, unless a Change in Control Event occurs. The options shall otherwise reflect
the Company’s standard terms and conditions for employee option grants, including a ten-year term, and will vest with
respect to whole shares only.


 


Company Policies. You recognize that your
incentive compensation will be subject to any applicable Company policies, practices or procedures in effect from time to time
including any policies respecting stock ownership, compensation recoupment or clawback and other similar policies.


 


Benefits. You
will be eligible to participate in those benefits made available by SMTC to its executive officers from time to time,
including the Company’s 401(k) plan. Please refer to the benefit plan documents for applicable terms and conditions. Of
course, SMTC may change its benefits at any time.


 


SMTC will
reimburse you for reasonable business expenses incurred in connection with your employment upon presentation of appropriate
documentation in accordance with the Company’s expense reimbursement policies.


 


Paid Time Off.
You will be eligible for four weeks of paid vacation annually during each Company fiscal year in accordance with any Company
vacation policy in place from time to time. If notwithstanding Company policy, any applicable law requires that vacation pay
be carried over to a subsequent fiscal year or paid out upon a termination of employment, vacation time will accrue up to a
maximum of 160 hours in any fiscal year.


 


Proprietary
Information. As an employee of SMTC, you will become knowledgeable about confidential and/or proprietary information related
to the operations, products and services of SMTC and its subsidiaries. You agree to executive the Company’s standard
form of Proprietary Information and Invention Assignment Agreement, as the same may be amended from time to time, (the
“PIIAA”) a copy of which was provided with this letter and which is hereby incorporated herein by this
reference.


 


Obligations. During your employment, you will
devote your full business efforts and time to SMTC. This obligation, however, will not preclude you from engaging in civic, charitable
or religious activities as long as the activities do not materially interfere or conflict with your responsibilities to or your
ability to perform your duties of employment with SMTC.


 


Employment
At-Will. Please understand that this letter does not constitute a contract of employment for any specific period of time, but
will create an employment at-will relationship that may be terminated at any time by you or SMTC, with or without cause and
with or without advance notice. The at-will nature of the employment relationship may not be modified or amended except by
written agreement signed by SMTC and you.



 


     


     


    

Notwithstanding
the foregoing, if your employment is terminated by SMTC other than for Cause (as defined below), then SMTC will offer you
severance benefits described below. All severance benefits, including benefits payable in connection with a Change in Control
Event (as defined below), are conditioned on you signing a full release of any and all claims against SMTC, its subsidiaries
and affiliates in a release form acceptable to SMTC (within the period specified in it by the Company) after the termination
of your employment and you not revoking that release pursuant to any revocation rights afforded by applicable law. Upon a
termination of your employment, you hereby resign as of the date of that termination as an officer of SMTC and its
subsidiaries and as a fiduciary of any of its or their benefit plans, and you agree to promptly execute and deliver upon such
termination any document reasonably required by SMTC to evidence the foregoing.


 


Severance/Termination. In the event your employment
is terminated by the Company other than for Cause (other than in connection with or within twelve (12) months following an event
described in clause (i), (ii) or (iv) of the definition of a Covered Transaction contained in the Company’s 2010 Incentive
Plan) (a “Change in Control Event”)), you will receive your accrued and unpaid base salary through the date of termination
and will receive continued payment of your base salary in accordance with the Company’s regular payroll practice for a period
of six months commencing on the first payroll period following the thirtieth day after termination of employment. In the event
that you terminate your employment or your employment is terminated for Cause, you shall receive no salary or other benefits other
than accrued and unpaid base salary through the date of termination and any other amount required under applicable law. In this
letter, “Cause” means:


 


(a)     your
refusal or material failure to perform your job duties and responsibilities (other than by reason of your serious physical or
mental illness, injury, or medical condition);


 


(b)     your
failure or refusal to comply in any material respect with material Company policies or lawful directives of the
Chief Executive Officer or the Board of Directors;


 


(c)     your material breach of any contract or agreement between you and the Company (including, but not limited to, this letter
agreement and any other agreement between you and the Company), or your material breach of any statutory duty, fiduciary duty or
any other obligations that you owe to the Company;


 


(d)     our
commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or
assets;


 


(e)     your
engaging in unprofessional, unethical or other intentional acts that materially discredit the Company or are
materially detrimental to the reputation, character or standing of the Company; or


 


(f)    
your indictment or conviction or plea of nolo contendre or guilty plea with respect to anyf elony or crime of moral
turpitude.


 


Change in
Control. In the event your employment is terminated by the Company other than for Cause or if you resign for Good Reason (as
defined herein) in connection with or within twelve (12) months following a Change in Control Event, you will receive your
accrued and unpaid base salary and, to the extent applicable, vacation through the date of termination and will receive
continued payment of your base salary in accordance with the Company’s regular payroll practice for a period of twelve
(12) months commencing on the first payroll period following the thirtieth day after termination of employment. In the event
that you terminate your employment without Good Reason or your employment is terminated for Cause in connection with or
within twelve (12) months following a Change in Control Event, you shall receive no salary or other benefits other than
accrued and unpaid base salary and all other amounts required to be paid under applicable law.


 



     


     


    




In this letter,
“Good Reason” means that you resign your employment after one of the following conditions has come into existence
without your consent:


 


(a)    a reduction in your base salary by more than 5% that is not part of an overall equivalent compensation reduction affecting
substantially all of the Company’s executive officers; or


 


(b)    A material diminution of your authority, duties or responsibilities,


 


provided that you give the Company notice
of the existence of the condition within 30 days of its initial existence and give the Company (at least) 30 days to cure.


 


Code of Ethics
and SMTC Policies. SMTC is committed to creating a positive work environment and conducting business ethically. As an
employee of SMTC, you will be expected to abide by the Company’s policies and procedures including, but not limited to,
all codes of ethics and SMTC’s Corporate Governance Guidelines.


 


Non-Disparagement.
You agree during and after termination of your employment with the Company, not to knowingly disparage the Company, its
subsidiaries or its officers, directors, employees or agents in any manner that could be harmful to it or them or its or
their business, business reputation or personal reputation. The Company agrees during and after termination of your
employment with the Company, not to knowingly disparage you in any manner that could be harmful to you or your business or
personal reputation. This paragraph will not be violated by statements from either party that are truthful, complete and made
in good faith in required response to legal process or governmental inquiry. You also agree that any breach of this
non-disparagement provision by you shall be deemed a material breach of this letter agreement.


 


Entire
Agreement. This letter and the referenced documents and agreements (including the PIIAA) constitute the entire agreement
between you and SMTC with respect to the subject matter hereof and supersede any and all prior or contemporaneous oral or
written representations, understandings, agreements or communications between you and SMTC concerning those subject
matters.


 


Eligibility to
Work in the United States. In order for SMTC to comply with U.S. law, by your Employment Start Date you must provide to SMTC
appropriate documentation to verify your authorization to work in the United States. SMTC may not employ anyone who cannot
provide documentation showing that they are legally authorized to work in the United States.


 


IRC 409A. This
letter is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4) and be exempt
from Section 409A of the Code, and shall be construed and interpreted in accordance with such intent, provided that, if any
severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of Section 409A of
the Code, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. A
termination of employment shall not be deemed to have occurred for purposes of any provision of this letter providing for the
payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified
deferred compensation” under Section 409A of the Code unless such termination is also a “separation from
service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter,
references to a “termination,” “termination of employment” or like terms shall mean “separation
from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning
of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified
deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such
payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following
the expiration of the six (6)-month period measured from the date of your “separation from service”, and (B) the
date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and
benefits due under this letter shall be paid or provided in accordance with the normal payment dates specified for


 




     


     


    




them herein. For purposes of Section 409A
of the Code, your right to receive any installment payments pursuant to this letter shall be treated as a right to receive a series
of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be
made under this letter that is considered non-qualified deferred compensation. In the event the time period for considering any
release and it becoming effective as a condition of receiving severance shall overlap two calendar years, no amount of such severance
shall be paid in the earlier calendar year.


 


Background Check.
You represent that all information provided to SMTC or its agents with regard to your background is true and correct.


 


Governing Law;
Jurisdiction and Venue. All matters relating to or arising out of this letter or the employment relationship of the parties
will be governed by and construed and interpreted under the laws of California, without regard to conflict of law principles.
Any action, suit, litigation or proceeding commenced, brought, arising out of or relating to this letter or the employment
relationship shall be brought in the state courts of the State of California in Santa Clara County and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such action, suit, litigation or proceeding, waives any objection
to venue or convenience of forum it has or may have, agrees that all such matters shall be heard and determined only in such
courts and agrees not to bring any such action, suit, litigation or proceeding in any other courts. Each party acknowledges
and agrees that this paragraph constitutes a voluntary and bargained-for agreement between the parties. Each party
acknowledges that any matter arising under this letter is likely to involve complex and difficult issues and therefore each
party irrevocably and unconditionally waives any right to a trial by jury.


 


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We look forward
to you joining SMTC. Please indicate your acceptance of this offer by signing where indicated below and returning an executed
copy of this offer to me at your earliest convenience.


 



 


	 	Sincerely,	 
	 	 	 
	 	 	 
	 	/s/ Clarke H. Bailey	 
	 	 	 
	 	 	 
	 	      Clarke Bailey	 
	 	Chairman	 





 


I accept this offer of employment with
SMTC Corporation and agree to the terms and conditions outlined in this letter.


 


 


 


	Signature	 	Date
	 	 	 
	/s/ Steven Waszak	 	March 13, 2018
	 	 	 
	 	 	 
	 	 	March 13, 2018
	 	 	Planned Employment Start Date