exv10wbx



 




Exhibit 10.bx


EMPLOYMENT AGREEMENT



       



	 	SBS Technologies, Inc. (“Company”) and Bruce E. Castle (“Employee”) agree,
effective July 31, 2002:
	 
	 	1.	 	Employment. Company employs Employee for the period
beginning on the date of this Employment Agreement as set forth
below, and ending three years from its date or upon discharge or
resignation of Employee in accordance with the terms of this
Agreement (the “Employment Period”). During the Employment Period,
Employee will serve in the position of General Counsel of the
Company, or other management position as determined by the Company.
Employee will devote sufficient time and energies to the business of
Company to accomplish the duties assigned, will perform to the best
of Employee’s ability all duties assigned to Employee by Company and
will devote Employee’s best efforts to advance the interests of
Company. Employee will have the power and authority determined by
Company.
	 
	 	2.	 	Compensation. For all services performed by Employee for
Company during the Employment Period, Company will pay Employee the
salary and benefits set forth on Appendix “A”. Employee will be
entitled to participate in employee benefit programs established by
Company and applicable to all full-time employees. Employee will be
entitled to vacation, national holidays and paid sick leave in
accordance with Company policy and Appendix A. During vacation,
national holidays, and paid sick leave, Employee will receive
Employee’s usual compensation.
	 
	 	3.	 	Reimbursement of Expenses. Company recognizes that Employee,
in performing Employee’s duties hereunder, may be required to spend
sums of money in connection with those duties for the benefit of
Company. Employee may present to Company an itemized voucher
listing expenses paid by Employee in the performance of Employee’s
duties on behalf of Company, and on presentation of the itemized
voucher, Company will reimburse Employee for all reasonable expenses
itemized, including but not limited to, travel, meals, lodging,
entertainment, and promotion with respect to all activities approved
in advance by Company. Employee may receive advances from Company
for anticipated expenses. Employee agrees that the amount by which
an advance exceeds actual expenses (“Amount”) will be promptly
refunded to Company upon determination by Company that it is due,
that the Amount may be deducted from any payments of any nature
(including without limitation salary) owed by Company to employee,
and that the Amount will constitute a debt from Employee to Company,
enforceable by Company in all respects as if Employee had executed a
promissory note or other instrument acknowledging the debt, bearing
interest at a rate of 10% per year from the date repayment is due,
and payable in full on demand without set-off or deduction.
	 
	 	4.	 	Sick Leave and Disability. Employee will be entitled to
sick leave for the number of days determined by Company (“Sick
Leave”). Employee will be considered to be disabled during any
period in excess of Sick Leave during



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Exhibit 10.bx



	 	 	 	which Employee is unable to
work because of illness or incapacity (“Disability Period”).
Employee will be entitled to receive Employee’s full salary during
Sick Leave and will be deemed to be on leave, without pay, during
the Disability Period. If Employee is unable to work for a period
in excess of 90 days, Employee, at the discretion of the Chief
Executive Officer of Company, will be considered to have resigned.
In no event will Employee be entitled to payment or other
compensation for unused Sick Leave or Disability Period, unless
required by law or otherwise provided in a policy or employment
manual adopted by Company.
	 
	 	5.	 	Resignation and Discharge. Employee may resign or be
discharged pursuant to the terms of this paragraph. If Employee (i)
resigns, Employee must give 30 days’ notice to Company; (ii) is
discharged for cause (as later defined), Company may discharge
Employee immediately, without notice; or (iii) is discharged not for
cause from his responsibilities, Company must give 30 days’ notice
to Employee. If Employee is discharged not for cause, Employee will
be paid severance pay equal to six month’s base pay in effect at the
time of termination payable in monthly installments.
	 
	 	 	 	For purposes of this paragraph, “for cause” means that during the
Employment Period, Employee, unless otherwise provided by Company
policy or Company employment manual, (a) is reasonably believed by
Company (i) to have failed to comply with any law, regulation or
policy, including without limitation securities or employment or
non-discrimination or similar laws, regulations or policies, and
that failure causes a significant financial, regulatory,
operational or public perception detriment to Company, (ii) to
abuse, as determined by the Company, alcohol or to use drugs,
(other than as prescribed by Employee’s physician), or (b) refuses
to submit to testing for alcohol or drugs, or (c) is reasonably
believed by Company to have committed or is charged with any
felony or misdemeanor involving moral turpitude, or (d) through
willful neglect, gross negligence, or malfeasance causes a
significant financial, regulatory, operational or public
perception detriment to Company. A determination by the Board of
Directors that Employee has failed to perform Employee’s
responsibilities to the satisfaction of the Board of Directors,
without one or more of the other elements set out in this
paragraph, is not “for cause”.
	 
	 	6.	 	Competition and Confidential Information Restrictions.




	A.	 	Competition Restrictions. Employee may not
during the Employment Period, and for a period of two years
following the termination of the Employment Period, anywhere
in the United States, directly or indirectly, own, manage,
operate, invest in, control, be employed by, participate in,
be a financial sponsor of, or be connected in any manner with
the ownership, management, operation or control of any
business that competes with a business conducted by Company
at any time during the Employment Period or which Employee
knows, during the
Employment Period, that Company intends to conduct.
Employee



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Exhibit 10.bx



	 	 	acknowledges that this restriction is necessary
for Company’s welfare and protection in light of the
responsibilities assigned to Employee and Employee’s status
in Company, that Employee is fully and adequately
compensated for this restriction.
	 
	B.	 	Confidential Information. Employee
acknowledges and recognizes that Employee is, or will be,
employed by Company in a confidential relationship and may
receive and have access to the confidential business
information, customer names, contracts and other customer
data, business methods, techniques and trade secrets of
Company (“Confidential Information”). Employee may develop
ideas, conceptions, inventions, processes, methods, products
and improvements; and Employee may receive disclosures of
ideas, conceptions, inventions, processes, methods, products
and improvements made by other employees of Company (“Company
Inventions”). Employee may participate with Company in
improving and developing Confidential Information and Company
Inventions. Confidential Information and Company Inventions
developed on behalf of Company are neither commonly known nor
readily accessible to others and are used by Company in its
business to obtain a competitive advantage over Company’s
competitors who do not know or use the Confidential
Information or Company Inventions. Protection of the
Confidential Information and Company Inventions against
unauthorized disclosure and use is of critical importance to
Company in maintaining its competitive position. Employee
agrees that Employee will not, at any time, during or after
the Employment Period, make any independent use of, or
disclose to any other person or organization, except as
authorized by Company in writing, any Confidential
Information or Company Inventions. Upon termination of the
Employment Period for any reason, Employee shall promptly
deliver to Company all drawings, manuals, letters, notes,
notebooks, reports, customer lists, customer data, mailing
lists, and all other materials and records of any kinds, and
all copies thereof, that may be in the possession of, or
under the control of, Employee pertaining to Company’s
business including any that contain any Confidential
Information or Company Invention.
	 
	C.	 	Business Relationships. Employee acknowledges
Company’s efforts to establish valuable business
relationships with its clients, customers and suppliers.
Employee recognizes that Company has invested resources in
the training and the professional development of Employee,
and Employee further recognizes Employee’s responsibility to
the Company when Company entrusts Employee with Confidential
Information. In view of Company’s efforts, Employee agrees
that unless Company authorizes Employee to do so in writing,
Employee will not, for a period of one year after termination
of employment with Company, solicit the purchase of products



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Exhibit 10.bx



	 	 	or services directly competing with products and services of
Company from any person, corporation, business organization
or enterprise which: (i) has made any purchase of products or
services from Company within the two years immediately
preceding termination of former Employee’s employment
(“Customer”); or (ii) has
been contacted by Employee during the last 12 months of
Employee’s employment for the purpose of securing the
purchase of products or services from Company (“Prospective
Customer”).
	 
	D.	 	Non-Solicitation of Employees. Employee is
aware that Company has a significant investment in its
employees. For a period of twelve months after termination
for any reason of Employee’s employment, neither Employee nor
any person or entity by whom Employee may be employed or of
which Employee may be an officer, director, partner, trustee
or control person, will directly or indirectly employ or
solicit to employ, or otherwise retain or solicit to retain,
any person employed by Company as of the date of Employee’s
termination of employment or during the twelve month period
thereafter, unless that person has been terminated by Company
without cause (as determined in good faith by Company) before
the time of the solicitation, employment or retention.
	 
	E.	 	Remedies. Employee and Company recognize that
irreparable injury may result to Company in the event of
breach or threatened breach of this paragraph of this
Agreement by Employee. If Employee commits a breach or
threatens to commit a breach of any of the provisions of this
paragraph, Company shall have the right and remedy, in
addition to any others that may be available, at law or in
equity, to have the provisions of this paragraph specifically
enforced by any court having equity jurisdiction, together
with an accounting therefor, Employee having specifically
acknowledged that any such breach or threatened breach will
cause irreparable injury to Company and that money damages
will not provide an adequate remedy to Company.
	 


	 	7.	 	Invalidity. If any provision of this Employment Agreement is
later construed to be unenforceable or invalid, the remaining
provisions shall not be affected but shall continue in full effect.
If any term of this Employment Agreement is found to be
unenforceable or invalid by any court having jurisdiction, that
court shall have the power to reduce or revise the term and the
paragraph(s) shall then be fully enforceable.
	 
	 	8.	 	Assignment. Employee acknowledges that Employee’s services
are unique and personal. Accordingly, Employee may not assign
Employee’s rights or delegate Employee’s duties or obligations under
this Agreement. The Employer’s rights and obligations shall inure
to the benefit of and shall be binding upon Employer’s successor and
assigns.
	 
	 	9.	 	Personnel Policies. Company’s written personnel policies
apply to all of Company’s employees, including Employee, and
describe additional terms and conditions of employment of Employee.
Those terms and conditions, as Company may revise from time to time,
are incorporated by reference into this Employment Agreement.
Company reserves the right to revise the personnel



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	 	 	 	policies from
time to time, as Company deems necessary. If any personnel policy
provision conflicts with a provision of this Employment Agreement,
the terms of this Employment Agreement shall govern.
	 
	 	10.	 	Alcohol and Drug Testing. Employee agrees to comply with and
submit to any Company program or policy for testing for alcohol
abuse or use of drugs and, in the absence of such a program or
policy, to submit to such testing as may be required by Company and
administered in accordance with applicable law and regulations.
	 
	 	11.	 	Binding Effect. This Employment Agreement constitutes the
entire understanding of the parties, may be modified only in
writing, is governed by laws of the state of New Mexico, and will
bind and inure to the benefit of Employee and Employee’s personal
representative and Company and Company’s successors and assigns.



DATED: June 27, 2002.




	 	COMPANY:




	 	SBS Technologies, Inc.




	 	/S/ James E. Dixon



By: James E. Dixon

Its: Chief Financial Officer




	 	EMPLOYEE:




	 	/S/ Bruce E. Castle



Bruce E. Castle



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Exhibit 10.bx


Appendix A

to

Employment Agreement

Bruce E. Castle

Employee



Position: General Counsel



Compensation: $225,000 base annual salary.



	 	 	 
	Benefits:	 	 
	Standard Employee	 	 
	Benefits:	 	
Medical insurance
	 	 	
Dental insurance
	 	 	
Life Insurance
	 	 	
Long and short-term disability insurance
	 	 	
Ten holidays per year
	 	 	
Sick leave
	 
	Optional Benefits:	 	
401(k) Plan
	 	 	
Flexible Spending Account Program
	 	 	
Supplemental Life Insurance



All Standard and Optional Benefits will be as provided by Company to employees
generally, and are subject to modification from time to time by Company.



	 	 	 
	Additional Benefits:	 	
Four weeks paid vacation per year
	 	 	
Immediate, full vesting under any employee plans
	 	 	
in effect at signing that require vesting



Stock Option Grant: Nonqualified stock options for 20,000 shares of common
stock, with exercise, termination and other terms as provided in an Option
Agreement (“Option Agreement”) and the 2000 Long-Term Equity Incentive Plan:


               The Options will vest in four installments, vesting as follows:




	 	 	 
	5,000	 	
July 31, 2003
	5,000	 	
July 31, 2004
	5,000	 	
July 31, 2005
	5,000	 	
July 31, 2006



All options granted as of this date which have not yet vested will vest
immediately prior to a change of control of the company. The Options will
terminate ten years from the date of grant, and the exercise price for the
options will be the Nasdaq closing price on July 31, 2002.


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