**Exhibit 10.27**
**SEVERANCE AGREEMENT**
     THIS AGREEMENT (“Agreement”) is made and entered into as of the date of authorized Artesynsigner on the signature page of this document (the “Effective Date”), by and among ArtesynTechnologies, Inc., a Florida corporation (hereinafter referred to as the “Company”), and theindividual identified on the signature page of this Agreement (the “Employee”).
WITNESSETH
     WHEREAS, the employee is a key employee of the Company; and
     WHEREAS, the Company is entering into this Agreement with the Employee providing forcertain severance protection under the specific circumstances set forth below;
     NOW THEREFORE, to assure the Company that it will have the continued dedication of theEmployee and the availability of his advice and counsel, and to induce the Employee to remain inthe employ of the Company and agree to the covenants set forth in this Agreement, and for othergood and valuable consideration, the Company and the Employee agree to be legally bound asfollows:
**Article 1.Definitions**
     1.1. Whenever used in this Agreement, the following terms shall have the meanings set forthbelow when the initial letter of the work is capitalized;
     1.2. “Base Salary” shall mean the salary of record paid by the Company to the Employee as anannual salary, excluding amounts received under incentive or other bonus plans, whether or notdeferred.
     1.3. “Cause” shall be determined by the Board in the exercise of good faithand reasonable judgment, and shall include the occurrence of any one or more of thefollowing:
 1.3.1  The Employee’s theft or embezzlement, or attempted theft orembezzlement, of money or property of the Company; the Employee’s perpetrationof a fraud, or his or her participation in a fraud or attempted fraud, on theCompany; or the Employee’s unauthorized appropriation of, or his or herattempt to misappropriate, any tangible or intangible assets or property ofthe Company;  1.3.2  Any act or acts of disloyalty or personal or professionalmisconduct by the Employee materially adversely affecting the interest,property, operations, business or reputation of the Company or the Employee’sconviction of any felony; or  1.3.3  The Employee’s material failure to perform his or her dutiesfor the Company (other than due to disability); provided, however, that an actor omission shall not be deemed to constitute Cause if it is of such a naturethat all detriment otherwise resulting to the Company therefrom can be curedwithout having caused material harm to the company and, to the reasonablesatisfaction of the CEO is promptly eliminated by appropriate action, and theEmployee causes such action to be taken within ten (10) days following writtennotice from the CEO with respect thereto; provided further, however, that onlyone such cure opportunity shall be afforded to the Employee.

 

     1.4. “Change in Control” shall mean, and shall be deemed to have occurred upon theoccurrence of, any one of the following events:
 1.4.1  The consummation of any of the following transactions: (A)a merger, recapitalization or other business combination of the Company withor into another corporation, or an acquisition of securities or assets by theCompany, pursuant to which the Company is not the continuing or survivingcorporation or pursuant to which all shares of the Common Stock are convertedinto cash, securities of another corporation or other property, other than atransaction in which the holders of the common Stock immediately prior tosuch transaction (including any preliminary or other transactions relating tosuch transaction) will continue to own at least 50% of the total voting powerof the then outstanding securities of the surviving or continuing corporationimmediately after such transaction, (B) any sale, lease, exchange or othertransfer (in one transaction or a series of related transactions) of all, orsubstantially all, of the assets of the Company or (C) the liquidation ordissolution of the Company, except in connection with the voluntary orinvoluntary declaration of bankruptcy or insolvency under applicable Federaland /or state law;  1.4.2  A transaction in which any Person (as such term is used inSections 13 (d) (3) and 14 (d) (2) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), corporation or other entity (other than theCompany, an affiliate of the Company, or any profit-sharing, employeeownership or other employee benefit or similar plan sponsored by the Companyor any of its subsidiaries, or any trustee of or fiduciary with respect toany such plan when acting in such capacity, or any group comprised solely ofsuch entities): (A) shall purchase Common stock (or securities convertibleinto Common Stock) representing at least 40% of the total voting power of thethen-outstanding securities of the Company for cash, securities or any otherconsideration pursuant to a tender offer or exchange offer, or (B) shallbecome the “beneficial owner” (as such term is defined in Rule 13d-3 underthe Exchange Act), directly or indirectly (in one transaction or a series ofrelated transactions), of securities of the Company representing 50% or moreof the total voting power of the then-outstanding securities of the Companyordinarily (and apart from the rights accruing under special circumstances)having the right to vote in the election of the Company’s directors; or  1.4.3  If, during any period of two (2) consecutive years,individuals who at the beginning of such period constituted the entire Boardand any new director whose election by the Board or nomination for electionby the Company’s stockholders was approved by a vote of at least a majorityof the directors then still in office who either were directors at thebeginning of the period or whose election or nomination for election by thestockholders was previously so approved, cease for any reason to constitute amajority thereof.
1.5. “Eligible Termination” shall mean termination of the Employee’s employment withthe Company for any of the following reasons:
 1.5.1.  Termination Without Cause of the Employee by the Company within one (1)year following a Change in Control:  1.5.2.  Resignation With Good Reason by the Employee withinsix (6) months following a Change in Control;  1.5.3.  The involuntary termination of the Employee’s employment in connection withthe full or partial shutdown of a facility, department or other business unitof the Company;

 

 1.5.4.  Elimination of the Employee’s position with the Company due toreorganization, consolidation of business units or lack of work;or  1.5.5.  Termination of the Employee’s employment undercircumstances that merit payment of severance benefits as in the solediscretion of the chief Executive Officer or his or her designatedrepresentative.
1.6. “Resignation With Good Reason” shall mean any termination by the Employee ofthe Employee’s employment after the occurrence of any of the following:
 1.6.1.  A substantial reduction in the base salary, benefits or perquisites providedto the Employee by the Company;  1.6.2.  The assignment of the Employee of any duties inconsistent in any respectwith the Employee’s current position with the Company (including status,offices, titles and reporting requirements), or any action by the Companywhich results in material diminution in such positions, or the Employee’scurrent authority, duties or responsibilities; or  1.6.3.  Any failure by the Company to comply wit and satisfy its obligations underthe third sentence of article 4 of this Agreement.
1.7. “Termination Without Cause” shall mean a discharge by the Company of theEmployee from his employment without Cause.
**Article 2. Severance Benefits**
2.1.Right to Severance Benefits. In the event that an Eligible Termination shall occur duringthe term of this agreement, the Employee shall be entitled to receive from the Company suchSeverance Benefits as are provided in Section 2.2 (the “Severance Benefits”).
2.2.Severance Benefits. In the event that the Employee is entitled to receive SeveranceBenefits as provided in Section 2.1, the Company shall provide the Employee with the following(but subject to the Employee’s compliance with the provisions of Article 6 hereof):
 2.2.1.  In the event of the Employee’s Eligible Termination for the reasons setforth in Sections 1.5.3, 1.5.4 or 1.5.5., the Company shall pay to theEmployee a single lump sum payment within thirty (30) days of the date oftermination in an amount equal to sum of (i) the product of (A) the highestmonthly Base Salary during the 12- month period immediately prior to the dateof termination and (B) the number of months in the “Applicable Period” asdetermined as set forth in Appendix A to this Agreement, (ii) an amount equalto the product of (A) the full “target award” fixed for the Employee under theCompany’s incentive bonus program for the then current fiscal year times (B) afraction, the numerator of which is the number of days in the then currentfiscal year through the effective date of termination and the denominator ofwhich is 365, and (iii) an amount equal to the sum of (A) the Employee’s BaseSalary through the effective date of termination to the extent not theretoforepaid, (B) the amount of any bonus, incentive compensation, deferredcompensation and other cash compensation accrued by the Employee as of theeffective date of termination to the extent not theretofore paid and (C) anyvacation pay, expense reimbursements and other cash entitlements accrued bythe Employee as of the effective date of termination to the extent nottheretofore paid.

 

 2.2.2.  In the event of the Employee’s Eligible Termination for the reasons setforth in Sections 1.5.1 and 1.5.2., the Company shall pay to the Employee asingle lump sum payment within thirty (30) days of the date of termination inan amount equal to sum of (i) two times the product of (A) the highest monthlyBase Salary during the 12- month period immediately prior to the date oftermination and (B) the number of months in the “Applicable Period” asdetermined as set forth in Appendix A to this Agreement, (ii) an amount equalto two times the product of (A) the full “target award” fixed for the Employeeunder the Company’s incentive bonus program for the then current fiscal yeartimes (B) a fraction, the numerator of which is the number of days in the thencurrent fiscal year through the effective date of termination and thedenominator of which is 365, and (iii) an amount equal to the sum of (A) theEmployee’s Base Salary through the effective date of termination to the extentnot theretofore paid, (B) the amount of any bonus, incentive compensation,deferred compensation and other cash compensation accrued by the Employee asof the effective date of termination to the extent not theretofore paid and(C) any vacation pay, expense reimbursements and other cash entitlementsaccrued by the Employee as of the effective fate of termination to the extentnot theretofore paid.  2.2.3.  In the event of any Eligible Termination, the Employee shall, to the extentallowable under the law, COBRA limits or the provisions of the applicableplan, continue to receive during such twelve (12) month period following thetermination date all benefits and service credits for benefits under medicalinsurance and other employee benefit plans and programs to which he wasentitled at the termination date as if he were still employed by the Company.
     2.3.Termination for any other Reason. If the Employee’s employment with the Company isterminated under any circumstances other than those set forth in Section 1.5, including withoutlimitation, by reason of retirement, death, disability, discharge for Cause or resignation otherthan a Resignation With Good Reason, the Employee shall have no right to receive the SeveranceBenefits under this Agreement or to receive any payments in respect of this Agreement.
     2.4.Withholding of Taxes. The Company shall withhold from any amounts payable under thisAgreement all Federal, state, local, or other taxes as legally shall be required to be withheld.
 2.5.  Certain Limitations on Payments by the Company.Notwithstanding the foregoing or any other provision of this Agreement to thecontrary, if tax counsel selected by the Company and acceptable to theEmployee determines that any portion of any payment under this Agreement wouldconstitute an “excess parachute payment,” then the payments to be made to theEmployee under this Agreement shall be reduced (but not below zero) such thatthe value of the aggregate payments that the Employee is entitled to receiveunder this Agreement and any other agreement or plan or program of theCompany shall be one dollar ($1) less than the maximum amount of paymentswhich the Employee may receive without becoming subject to the tax imposed bySection 4999 of the Internal Revenue Code; provided, however, that theforegoing limitation shall not apply in the event that such tax counseldetermines that the benefits to the Employee under this Agreement on anafter-tax basis (i.e., after federal, state and local income and excise taxes)if such limitation is not applied would exceed the after-tax benefits to theEmployee if such limitation is applied.

 

**Article 3. Unconditional Obligations; Dispute Resolution**
     3.1.General. The Company’s obligation to make the payments provided for under this Agreementand otherwise to perform its obligations hereunder shall not be affected by any set-off,counterclaim, recoupment, defense or other claim, right or action which the Company may haveagainst the Employee or others. Any dispute under this Agreement arising out of or relating toSection 2 hereof shall be settled by arbitration in accordance with this Section 3.
     3.2.Commencement. Either party may serve upon the other party written notice that thedispute, specifying the nature thereof, shall be submitted to arbitration. Within ten (10) daysafter the service of such notice, each of the parties shall designate a disinterested arbitratorand serve written notice of such appointment upon the other party. If either party fails within thespecified time to appoint such arbitrator, the other party (if such party shall timely designate anarbitrator) shall be entitled to appoint both arbitrators. The two arbitrators so appointed shallappoint a third arbitrator. If the two arbitrators appointed shall fail to agree upon a thirdarbitrator within ten (10) days after their appointment, then an application may be made by eitherparty hereto, upon written notice to the other party, to the American Arbitration Association, orany successor thereto, or if the American Arbitration Association or its successor shall fail toappoint a third arbitrator within ten (10) days after such request, then either party may apply,with written notice to the other, to any court of competent jurisdiction for the appointment of athird arbitrator, and any such appointment so made shall be binding upon both parties hereto.
     3.3.Applicable Rules and Procedures. The arbitration shall be conducted, to the extentconsistent with this Section 3, in accordance with the then prevailing rules and procedures of theAmerican Arbitration Association or its successor. The arbitrators shall have the right to retainand consult experts and competent authorities skilled in the matters under arbitration, but allconsultations shall be made in the presence of both parties who shall have full right tocross-examine the experts and authorities.
     3.4.Decision. The arbitrators shall render their award, upon the concurrence of at least two(2) of their number, not later than thirty (30) days after the appointment of the third arbitrator.Their decision and award shall be in writing, and counterpart copies shall be delivered to each ofthe parties. Such decision of the arbitrators shall be final and binding upon the parties hereto,in rendering their award, the arbitrators shall have no power to modify any of the provisions ofthe Agreement, and the jurisdiction and power of the arbitrators are expressly limited accordingly.Judgment may be entered on the award of the arbitrators and may, be enforced in any court havingjurisdiction.
     3.5.Cost and Expenses. Each of the parties hereto shall bear allof its his own fees, costsand expenses, including attorneys fees incurred by it in connection with any arbitration proceedingpursuant to this Section 3.
**Article 4. Binding Effect: Successors**
     4.1Non-Assignment. This Agreement is personal to the Employee and without the prior writtenconsent of the Company shall not be assignable by the Employee otherwise than by will or the lawsof descent and distribution. This Agreement shall inure to the benefit of and be enforceable by theEmployee’s legal representatives. This Agreement shall inure to the benefit of and be binding uponthe Company and its successors and assigns. The Company shall require any successor (whether director indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of thebusiness and/or assets of the Company to assume expressly and agree to perform this Agreement inthe same manner and to the same extent that the Company would be required to perform it if no suchsuccession had taken place. As used in the Agreement, “Company” shall mean the Company ashereinbefore defined and any successor

 

to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement byoperation of law, or otherwise.
**Article 5. Term of Agreement**
     5.1.Term. The term of this Agreement hereunder shall commence onJanuary 1, 2001 and shallcontinue through December 31, 2002; provided, however, thatcommencing on December 31, 2002 and oneach December 31 thereafter (each, a “Renewal Date”), the term of the Agreement shallautomatically be extended for one (1) additional year unless, not later than 180 days prior to aRenewal Date, the Employee or the Company shall have given written notice to the other that he orit does not wish to extend the Agreement.
**Article 6. Confidentiality**
     6.1.Confidential Information. The Employee hereby agrees that he shall not, at any timeduring the Employment Term (other than as may be required in connection with the performance by himof his duties hereunder) or thereafter, directly or indirectly use, communicate, disclose ordisseminate any Confidential Information relating to the Company or any of its affiliatedcompanies, and their respective businesses in any manner whatsoever (except as may be requiredunder legal process by subpoena or other court order), without the prior written consent of theCompany. Such information shall include but is not limited to any and all information (verbal andwritten) of the Company or any of its subsidiaries or with respect to any of their activitiesincluding, but not limited to, information relating to the Company’s technology; research; testprocedures and results; manufacturing process, machinery and equipment; financial information;products, identity of raw materials and services used; purchasing; trade secrets; costs; pricing;engineering; customers and prospects; marketing; and selling and servicing; provided, thatConfidential Information shall not include information of a general, non-proprietary naturegenerally known in the industry and company specific information that in such form is or becomespublicly available other than through improper means in which the Employee participated or of whichhe has knowledge. Promptly following the termination of the Employee’s employment for any reason,the Employee shall return all property, credit cards, and materials, etc. belonging to the Companywhich are in the Employee’s possession or control.
     6.2.Non-Compete Covenant. The Employee hereby agrees that he shall not, during the term ofthis Agreement and for a period of twelve (12) months thereafter, directly or indirectly engage inany business (whether as owner, manager, operator, lender, partner, stockholder, licenser,licensee, joint venturer, employee, consultant or otherwise) in which the Company or any of itssubsidiaries, as of the termination date is engaged as a significant portion of its business (it ishereby agreed that (i) any business that constitutes at least twenty (20%) percent of the Company’sprior fiscal year’s revenues in any geographical area in which the Company or any of itssubsidiaries then is so engaged. Notwithstanding the foregoing, the Employee shall be permitted toown (as a passive investment) not more than two (2%) percent of the economic interests of a personor entity; provided, however, that said two (2%) percent limitation shall apply to the aggregateholdings of the Employee and those of all other persons and entities with whom the Employee hasagreed to act for the purpose of acquiring, holding, voting or disposing of such securities, exceptpursuant to a bona fide operating agreement in respect of such person or entity, such as astockholders’ agreement or partnership agreement. In the event of a termination of the EmploymentTerm as a result of a “Change of Control,” the non-compete covenant contained in this paragraphshall only apply to the Employee during the term of this agreement.
     6.3.Non-Solicitation Covenant. The Employee hereby agrees that he shall not, during the termof this Agreement and for a period of twenty-four (24) months thereafter, directly or indirectly,hire, offer to hire, entice away or in any other manner persuade or attempt to persuade anyofficer, employee, agent, lessor, lessee, licenser, licensee, customer (including those that arebeing actively solicited to become customers), creditor or supplier (each a “Solicited Person”) ofthe Company or any of its

 

subsidiaries so that such person can start or develop a relationship with any other person inwhich the Employee has an interest as referred to in Section 6.1 hereof. For purposes of thisSection 6.3, a Solicited Person shall be deemed to include any person or entity who was an officer,employee, agent, lessor, lessee, licenser, licensee, customer, prospective customer, creditor orsupplier at any time during the six-month period prior to the Employee’s termination date.
     6.4.Injunctive Relief, etc. The parties hereto acknowledge and agree that (i) the Companywould be irreparably injured in the event of a breach by the Employee of any of his obligationsunder this Section 6; (ii) monetary damages would not be an adequate remedy for any such breach;and (iii) the Company shall be entitled to injunctive relief, in addition to any other remediesthat it may have, in the event of any such breach. It is hereby also agreed that the existence ofany claims that the Employee may have against the Company or any of its subsidiaries, whetherunder this Agreement or otherwise, shall not be a defense to the enforcement by the Company of anyof its rights under Section 6.
     6.5.Scope of Restrictions. It is the intent of the parties that the covenants andrestrictions contained in this Section 6 shall be enforced to the fullest extent sought. TheEmployee hereby acknowledges that said restrictions are reasonably necessary for the protection ofthe Company. Accordingly, it is hereby agreed that if any provision of this Section 6 shall beadjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (onlywith respect to the operation thereof in the particular jurisdiction in which such adjudication ismade) construed by limiting and reducing it so as to be enforceable to the fullest extentpermissible, without invalidating or limiting the remaining provisions of this Agreement oraffecting the validity or enforceability of said provision in any other jurisdiction.
     6.6.Nonexclusivity. The undertakings and obligations of the Employee contained in thisSection 6 shall be in addition to, and not in lieu of, any obligations which he may have withrespect to the subject matter hereof, whether by contract, as a matter of law or otherwise.
     6.7.Survival of Provisions of Section 6. It is understood and agreed that the provisionsof this Section 6 shall survive the date or termination or expiration of this Agreement.
     6.8.Effect on Company Obligations Under this Agreement. An asserted violation of theprovisions of this Section 6 shall constitute a basis for deferring or withholding amounts orbenefits otherwise payable to the Employee under this agreement.
**Article 7. Miscellaneous**
     7.1.Employment Status. Neither this Agreement nor any provision hereof shall be deemed toconstitute a contract that in any way restricts the Company’s rights to make changes in personnel,compensation, benefits or other changes in managing the Company or any subsidiary or otheraffiliate thereof.
     7.2.Entire Agreement. This Agreement contains the entire understanding of the Company and theEmployee with respect to the subject matter hereof. The payments provided for under this Agreementin the event of the Employee’s termination of employment shall be in lieu of any severance benefitspayable under any severance plan, program or policy of the Company to which he might otherwise beentitled. Other than this Agreement, there are no agreements, oral or written, between the Companyand its subsidiaries and the Employee with respect to severance or termination pay or benefits.
 7.3.  Gender and Number. Except where otherwise indicated by the context, any masculineterm used herein also shall include the feminine; the plural shall include the singularand the singular shall include the plural.

 

     7.4. Notices. All notices, requests, demands, and other communications hereunder must be inwriting and shall be deemed to have been duly given if delivered by hand or mailed within thecontinental United States by first-class certified mail, return receipt requested, postage prepaid,to the other party, addresses as follows:
 (a)  if to the Company:        Artesyn Technologies, Inc.   7900 Glades Road   Suite 500    Boca Raton, FL 33434-4105
               (b) if to the Employee, to him at the address set forth at the end of this Agreement.Addresses may be changed by written notice sent to the other party at the last recorded address ofthat party.
     7.5.Execution in Counterparts. This Agreement may be executed by the parties hereto incounterparts, each of which shall be deemed to be original, but all such counterparts shallconstitute one and the same instrument, and all signatures need not appear on any onecounterpart.
     7.6.Severability. In the event any provision of this Agreement shall be held illegal orinvalid for any reason, the illegality or invalidity shall not affect the remaining parts of theAgreement, and the Agreement shall be construed and enforced as if the illegal or invalid provisionhad not been included. Further, the captions of this Agreement are not part of the provisionshereof and shall have no force and effect.
     7.7.Modification. No provision of this Agreement may be modified, waived, or dischargedunless such modification, waiver or discharge is agreed to in writing and signed by the Employeeand on behalf of the Company.
     7.8. Applicable Law. To the extent not preempted by the laws of the United States, the lawsof the State of Florida, without reference to conflict of laws provisions, shall be thecontrolling law in all matters relating to this Agreement.
     Employeeacknowledges that he/she has read the Agreement in its entirety, fully understandsthe Agreement, had either consulted with an attorney prior to signing the Agreement, or had theopportunity to consult and attorney prior to signing the Agreement and chose not to do so. TheEmployee understands that the Employer has entered into an Agreement in reliance on the Employee’sstatement and acknowledgement.
 

 

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year firstabove written.         ARTESYN TECHNOLOGIES, INC.  By: /s/ Joseph M. O’Donnell                Title: CEO           7/6/01           EMPLOYEE            /s/ Ken Blake                Name: Ken Blake                Address:  7955 Paragon Circle           Pleasanton, CA 94588        

 

**APPENDIX A**
Applicable Period:      Division President
“ApplicablePeriod” shall mean the sum of: (i) six (6) months plus (ii) two (2) weeks for eachyear of service; provided that the Applicable Period shall not exceed a maximum period oftwelve (12) months.