ex10-10.htm


    Exhibit 10.10

     

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2007, is entered into by
      and between SYS Technologies, a California corporation, with its principal
      office at 5050 Murphy Canyon Road, Suite 200, San Diego,
      California 92123 (“Company”), and Cliff Cooke,  (“Employee”),
      collectively the “Parties.”  The Parties hereto desire to enter into
      an employment arrangement and in order to accomplish that purpose and in
      consideration of the terms, covenants and conditions hereinafter set forth,
      the
      Parties hereby enter into this Agreement.

     

    SECTION
      1

     

    EMPLOYMENT;
      TERM; DUTIES

     

    1.1  Employment.  Upon
      the terms and conditions hereinafter set forth, the Company employs Employee,
      and Employee hereby accepts employment, as President and Chief Executive Officer
      (“CEO”).

     

    1.2  Term.  Employee’s
      employment hereunder shall be for a term (the “Term”) commencing on the date
      this Agreement is effective and ending on June 30, 2009, unless the Agreement
      terminates sooner pursuant to Section 4 below; provided, however, that the
      Agreement shall renew automatically for successive periods of one (1) year
      unless the Company or Employee provides written notice to the other Party of
      a
      desire to change, modify, amend or terminate the Agreement at least thirty
      (30)
      days prior to the then-current expiration date of the Agreement.  If
      the Company elects not to renew this Agreement at the conclusion of the Term,
      Employee will be eligible for severance benefits pursuant to and in accordance
      with subsections 4.2 or 4.4.

     

    1.3  Duties.  During
      the Term, Employee shall perform such duties for the Company as are prescribed
      by applicable job specifications, the Bylaws of the Company and such other
      or
      additional duties, consistent with such Bylaws, as may be assigned to him/her
      from time to time by the Board of Directors of the Company.  Employee
      shall devote his/her best efforts, attention and energies to the performance
      of
      his/her duties hereunder.  This employment is full-time and
      exclusive.  Employee may not work for any other company or enterprise
      during the Term of this Agreement such that such employment would conflict
      or
      interfere with his/her obligations to the Company under this
      Agreement.  Employee must advise the Board in writing prior to
      undertaking any employment in addition to his/her employment with the
      Company.

     

    SECTION
      2

     

    COMPENSATION

     

    2.1  Base
      Salary.  For all services rendered by Employee hereunder and all
      covenants and conditions undertaken by both Parties pursuant to this Agreement,
      the Company shall pay, and Employee shall accept, as compensation, an annual
      base salary (“Base Salary”) of Two Hundred Ninety One Thousand Five Hundred and
      Twelve Dollars ($291,512).  This Base Salary shall be payable in
      accordance with the normal payroll practices of Company, less required
      deductions pursuant to state and federal law, and less any amounts to be
      deducted pursuant to agreement between the Parties.

     

    2.2  Incentive
      Compensation.  The Employee shall also be paid such bonuses and/or
      other compensation as may be determined from time to time by the Board of
      Directors as they, in their sole discretion, may determine based upon the
      performance of the employee and/or of the Company.

     

    


    2.3  Performance
      and Salary Review. Employee's performance will be reviewed periodically,
      usually on an annual basis.  Adjustments to salary or other
      compensation, if any, will be made by the Board of Directors.

     

    SECTION
      3

     

    BENEFITS/BUSINESS
      EXPENSES

     

    3.1  Benefits.  During
      the Term, Employee shall be entitled to participate in such life, health,
      accident, disability and hospitalization insurance plans, pension plans and
      retirement plans as the Company makes available to the employees of the Company
      as a group.

     

    3.2  Business
      Expenses.  Employee will be reimbursed for all reasonable,
      out-of-pocket business expenses incurred in the performance of his/her duties
      on
      behalf of Company.  To obtain reimbursement, expenses must be
      submitted promptly with appropriate supporting documentation in accordance
      with
      Company’s policies and procedures.

     

    SECTION
      4

     

    TERMINATION;
      RESIGNATION; CHANGE OF CONTROL; DEATH; DISABILITY

     

    4.1  Termination
      of Employment With Cause.  If (a) Employee fails to meet the
      performance standards established for his/her position and does not remedy
      such
      shortcomings within 30 days after written notice from the Company of such
      failure; or (b) Employee breaches any material provision of this Agreement;
      or (c) Employee has been convicted of any felony; or (d) Employee
      commits any act of fraud, misappropriation of funds or embezzlement; or
      (e) Employee fails to report to work for three (3) consecutive
      business days without informing his/her superior; or (f) Employee commits
      any act, or fails to take any action, the effect of which is to bring the
      Company into disrepute with any of its customers, including, but not limited
      to
      a material violation of the Company Code of Ethics, the Company shall have
      the
      right, upon written notice to the Employee, to immediately terminate his/her
      employment (“Termination With Cause”) hereunder, without any further liability
      or obligation to him/her hereunder or otherwise in respect of his/her
      employment, other than its obligation to pay unpaid Base Salary and unused
      personal time accrued as of the date of termination.

     

    4.2  Termination
      of Employment Without Cause.  Notwithstanding any provision to the
      contrary herein, the Company may at any time, in its sole and absolute
      discretion and for any or no reason, terminate the employment of the Employee
      hereunder; PROVIDED, that if such termination is not a Termination With Cause,
      as defined by subsection 4.1, and such termination is not caused by the
      death or Disability of the Employee, the Company shall pay and/or provide the
      Employee as follows:

     

    4.2.1  All
      accrued but unpaid Base Salary.

     

    4.2.2  Reimbursement
      of normal incidental employee expenses as of the date of the termination as
      and
      when such amount is due and payable hereunder in accordance with
      subsection 3.2.

     

    4.2.3  Company
      shall pay eighteen (18) severance payments (“Severance Payments”) payable
      monthly to Employee equivalent to one-twelfth (1/12) of the Base Salary in
      effect as of the date of such termination (the “Termination Date”) for a period
      of eighteen months from the Date of Termination (the “Severance Period”),
      provided that Employee and the Company execute an appropriate mutual general
      release before Employee has any entitlement to the Severance
      Payments.  Company will also pay the premiums on the COBRA insurance
      coverages during the Severance Period, provided that Employee qualifies for
      such
      coverages and timely elects COBRA coverage.  The Company may, at its
      option, pay for and acquire insurance which will provide the Severance Payments
      and such benefits during the Severance Period.

     

    4.2.4  All
      stock
      options issued to Employee or earned but not yet issued prior to the Termination
      Date shall immediately become fully vested.

     

    4.2.5  Accrued
      but unused personal leave shall be paid out in accordance with legal
      requirements.  No personal leave or other benefits shall continue to
      accrue during the Severance Period.

     

    4.2.6  Notwithstanding
      the foregoing, if any amounts due to Employee pursuant to this Agreement are
      determined to be “Parachute Payments” as such term is defined in
      Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
      and the regulations promulgated thereunder, then the total compensation paid
      to
      Employee pursuant to this Agreement, together with any other payment or the
      value of any benefit received or to be received by Employee which is treated
      as
      a Parachute Payment shall not exceed 2.99 times Employee’s Base Amount (as such
      term is defined in Section 280G of the Code).  In the event a
      reduction of the payments set forth in this Agreement is required pursuant
      to
      this Section, Employee may select the compensation which will be reduced in
      order to fall within the 2.99 times Base Amount limitation.

     

    4.3  Resignation.

     

    4.3.1  If
      Employee resigns (except as set forth in subsections 4.3.2 or 4.4 below),
      this Agreement shall immediately terminate and the Company shall have no further
      liability or obligation to Employee hereunder, including any severance payments,
      or otherwise in respect of his/her employment, other than its obligation to
      pay
      unpaid Base Salary and unused personal leave accrued as of the date of
      resignation.

     

    4.3.2  Resignation
      with Cause.  If Employee resigns his/her employment because
      (a) his/her position or duties are modified by the Company to such an
      extent that his/her duties are substantially no longer consistent with the
      position for which he/she was employed pursuant to this Agreement, or
      (b) there has been a material breach by the Company of a material term of
      this Agreement which continues uncured following fourteen (14) days after
      written notice by Employee to the Company of such breach, then Employee will
      be
      entitled to the severance benefits set forth in subsection 4.2, consistent
      with the terms of said provision.

     

    4.4  Change
      In Control.  In the event of a Change in Control (as that term is
      defined below), Company shall immediately take all necessary measures,
      consistent with the Company’s Stock Option Plans, to accelerate the vesting of
      any unvested options held by the Employee under such Plans so that such options
      will be treated as vested options during the Change in Control.  In
      addition, employment separation, as provided in this section, that occurs as
      a
      result of a Change in Control shall result in Severance Payments on the same
      terms set forth in subsection 4.2 above, except that the Severance Period shall
      be twenty four (24) months.  Such Change In Control Severance Payments
      will be made in the event of:

     

    (a)           Employee’s
      involuntary dismissal or discharge by the Company, other than pursuant to
      subsections 4.1, 4.3.1, or 4.5, or

     

    (b)           Employee’s
      voluntary resignation, other than pursuant to subsection 4.3, following (i)
      a
      change in his/her position with the Company (or Parent or Subsidiary employing
      Employee) which materially reduces his/her duties and responsibilities or the
      level of management to which he/she reports, (ii) a reduction in Employee’s
      level of compensation as of the date of the Change in Control (including base
      salary and fringe benefits), or (iii) a relocation of Employee’s place of
      employment by more than fifty (50) miles, provided and only if such change,
      reduction, or relocation is effected by the Company without Employee’s express
      consent.

     

    4.4.1  For
      purposes of this Agreement, a “Change in Control” shall mean: (i) the
      acquisition, by one person or a group, of stock of the Company that causes
      such
      person or group to own more than 50% of the total fair market value or total
      voting power of the stock of such Company; (ii) either: (1) the
      acquisition, by one person or a group, of ownership of 35% or more of the total
      voting power of the stock of the Company; or (2) the replacement of a
      majority of the members of the Board with directors whose appointment or
      election is not endorsed by the existing Board; AND (iii) the acquisition of
      assets from the Company that have a total gross fair market value of 40% or
      more
      of the total gross fair market value of all assets of the Company prior to
      the
      acquisition.

     

    4.5  Termination
      Due to Death or Disability. This Agreement will immediately terminate upon
      Employee’s death.  This Agreement will terminate upon Employee’s
      Disability (as defined below), when consistent with state and federal
      law.  In the event of Employee’s termination due to death or
      Disability, Employee, or Employee’s heirs, personal representatives or estate,
      as the case may be, will be entitled to receive only the standard entitlements
      and those benefits available under any applicable Company plan or insurance
      policy, subject to such plan or policy requirements, along with accrued unpaid
      Base Salary and personal time.  All other Company obligations to
      Employee pursuant to this Agreement will become automatically terminated and
      completely extinguished.  In addition, neither Employee nor Employee’s
      heirs, personal representatives or estate will be entitled to receive Severance
      Payments or other benefits described in subsection 4.2 above.

     

    4.5.1  For
      the
      purpose of this Agreement only, the Company will not deem this Agreement
      terminated due to Employee’s Disability unless: (i) he or she is unable to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result in
      death or can be expected to last for a continuous period of not less than 12
      months; (ii) he or she is, by reason of any medically determinable physical
      or
      mental impairment that can be expected to result in death or can be expected
      to
      last for a continuous period of not less than 12 months, receiving income
      replacement benefits for a period of not less than three months under an
      accident and health plan covering employees of the Company; or (iii) the
      Employee is determined to be totally disabled by the Social Security
      Administration.  For purposes of this Section 4.5.1(i) and (ii),
      whether Employee satisfies the definition of Disabled shall be determined in
      good faith by the Board of Directors of the Company.

     

    4.6  Catch-Up
      Payments for Certain Key Employees.  The Company shall delay any
      payments required under this Section 4 for six months following Employee’s
      termination if Employee is deemed a “key employee,” as that term is defined
      under Code Section 409A.  If payments under Section 4 are delayed,
      then on the day following the end of the six-month period the Company shall
      make
      a catch-up payment equal to the total amount of such payments that would have
      been made during the six-month period but for the application of Code Section
      409A, plus interest calculated at the one-year Treasury Bill rate.

     

    SECTION
      5

     

    INVENTIONS;
      CONFIDENTIAL/TRADE SECRET INFORMATION; NON-DISCLOSURE; UNFAIR COMPETITION;
      CONFLICT OF INTEREST

     

    5.1  Inventions.  All
      processes, technologies and inventions relating to the business of the Company
      (collectively, “Inventions”), including new contributions, improvements, ideas,
      discoveries, trademarks and trade names, conceived, developed, invented, made
      or
      found by the Employee, alone or with others, during his/her employment by the
      Company, whether or not patentable and whether or not conceived, developed,
      invented, made or found on the Company’s time or with the use of the Company’s
      facilities or materials, shall be the property of the Company and shall be
      promptly and fully disclosed by Employee to the Company.  The Employee
      shall perform all necessary acts (including, without limitation, executing
      and
      delivering any confirmatory assignments, documents or instruments requested
      by
      the Company) to assign or otherwise to vest title to any such Inventions in
      the
      Company and to enable the Company, at its expense, to secure and maintain
      domestic and/or foreign patents or any other rights for such
      Inventions.  This Agreement and this subsection does not apply to
      an Invention which qualifies fully as a nonassignable Invention under
      Section 2870 of the California Labor Code.

     

    5.2  Confidential/Trade
      Secret Information/Non-Disclosure.

     

    5.2.1  Confidential/Trade
      Secret Information Defined.  During the course of Employee’s
      employment, Employee will have access to various confidential/trade secret
      information of the Company.  “Confidential/trade secret information”
is information that is not generally known to the public and, as a result,
      is of
      economic benefit to the Company in the conduct of its
      business.  Employee and the Company agree that the term
“confidential/trade secret” includes but is not limited to all information
      developed or obtained by the Company, including its affiliates, and
      predecessors, and comprising the following items, whether or not such items
      have
      been reduced to tangible form (e.g., physical writing, computer hard drive,
      disk, tape, etc.):  all methods, techniques, processes, ideas,
      research and development, product designs, engineering designs, plans, models,
      production plans, business plans, add-on features, trade names, service marks,
      slogans, forms, pricing structures, menus, business forms, marketing programs
      and plans, layouts and designs, financial structures, operational methods and
      tactics, cost information, the identity of and/or contractual arrangements
      with
      suppliers and/or vendors, accounting procedures, and any document, record or
      other information of the Company relating to the
      above.  Confidential/trade secret information includes not only
      information directly belonging to the Company which existed before the date
      of
      this Agreement, but also information developed by Employee for the Company,
      including its affiliates and its predecessors and/or their employees during
      the
      term of Employee’s employment with the Company.  It does not include
      any information which (a) was in the lawful and unrestricted possession of
      Employee prior to its disclosure to Employee by the Company or its affiliates
      or
      predecessors, (b) is or becomes generally available to the public by lawful
      acts other than those of Employee after receiving it, or (c) has been
      received lawfully and in good faith by Employee from a third party who is not
      and has never been an employee of the Company or its affiliates or predecessors
      and who did not derive it from the Company or its affiliates or
      predecessors.

     

    5.2.2  Restriction
      on Use of Confidential/Trade Secret Information.  Employee agrees
      that his/her use of confidential/trade secret information is subject to the
      following restrictions for an indefinite period of time so long as the
      confidential/trade secret information has not become generally known to the
      public:

     

    (a)           Non-Disclosure.  Employee
      agrees that he/she will not publish or disclose, or allow to be published or
      disclosed, confidential/trade secret information to any person without the
      prior
      written authorization of the Company unless pursuant to Employee’s job duties to
      the Company under this Agreement.

     

    (b)           Non-Removal/Surrender.  Employee
      agrees that he/she will not remove any confidential/trade secret information
      from the offices of the Company or the premises of any facility in which the
      Company is performing services, except pursuant to his/her duties under this
      Agreement.  Employee further agrees that he/she shall surrender to the
      Company all documents and materials in his/her possession or control which
      contain confidential/trade secret information and which are the property of
      the
      Company upon the termination of this Agreement, and that he/she shall not
      thereafter retain any copies of any such materials.

     

    5.2.3  Non-Solicitation
      of Customers/Prohibition Against Unfair Competition.  Employee
      agrees that at no time after his/her employment with the Company will he/she
      engage in competition with the Company while making any use of the Company’s
      confidential/trade secret information.  In addition, Employee agrees
      that, for the duration of the severance payments as provided for in Section
      4.2
      or 4.4, he/she will not directly or indirectly accept or solicit, whether as
      an
      employee, independent contractor or in any other capacity, the business of
      any
      customer of the Company with whom Employee worked or otherwise had access to
      the
      Company’s confidential/trade secret information pertaining to its business with
      that customer during the last two (2) years of his/her employment with the
      Company.

     

    5.3  Conflict
      of Interest. During Employee’s employment with Company, Employee must not
      engage in any work, paid or unpaid, that creates an actual conflict of interest
      with Company.  Such work shall include, but is not limited to,
      directly or indirectly competing with Company in any way, or acting as an
      officer, director, employee, consultant, controlling or 5% stockholder,
      volunteer, lender, or agent of any business enterprise of the same nature as,
      or
      which is in direct competition with the business in which Company is now engaged
      or in which Company becomes engaged during Employee’s employment with Company,
      as may be determined by the Board of Directors in its sole
      discretion.  If the Board of Directors believes such a conflict exists
      during Employee’s employment, the Board of Directors may ask Employee to choose
      to discontinue the other work or resign employment with Company.  In
      addition, Employee agrees not to refer any client or potential client of Company
      to competitors of Company without obtaining the Company’s prior written consent
      during Employee’s employment.  Any termination of Employee’s
      employment due to violation of this subsection is considered “With Cause”
for the purposes of section 4.1 above.

     

    5.4  Non-Solicitation
      During Employment.  Employee shall not during his/her employment
      interfere with or disrupt or attempt to disrupt Employer’s business relationship
      with its customers or suppliers or solicit any of the employees of Employer
      to
      leave the employ of Employer.

     

    5.5  Non-Solicitation
      of Employees.  Employee agrees that, for the duration of the
      severance payments as provided for in Section 4.2 or 4.4, he/she shall not,
      directly or indirectly, ask or encourage any of the Company’s employees to leave
      their employment with the Company or solicit any of the Company’s employees for
      employment.

     

    5.6  Breach
      of Provisions.  If the Employee breaches any of the provisions of
      this Section 5, or in the event that any such breach is threatened by the
      Employee, in addition to and without limiting or waiving any other remedies
      available to the Company at law or in equity, the Company shall be entitled
      to
      immediate injunctive relief in any court, domestic or foreign, having the
      capacity to grant such relief, to restrain any such breach or threatened breach
      and to enforce the provisions of this section 5.  The Employee
      acknowledges and agrees that there is no adequate remedy at law for any such
      breach or threatened breach and, in the event that any action or proceeding
      is
      brought seeking injunctive relief, the Employee shall not use as a defense
      thereto that there is an adequate remedy at law.  In addition, if the
      Employee breaches any of the provisions of this section 5, any and all
      Severance Payments and benefit obligations under this Agreement or otherwise
      will cease and be extinguished in their entirety and the Company will have
      no
      further obligations in that regard.

     

    5.7  Reasonable
      Restrictions.  The parties acknowledge that the foregoing
      restrictions, as well as the duration and the territorial scope thereof as
      set
      forth in this section 5, are under all of the circumstances reasonable and
      necessary for the protection of the Company and its business.

     

    5.8  Definition.  For
      purposes of this section 5, the term “Company” shall be deemed to include
      any subsidiary or affiliate of the Company.

     

    SECTION
      6

     

    MISCELLANEOUS

     

    6.1  Binding
      Effect.  This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective legal representatives, heirs,
      distributees, successors and assigns; PROVIDED, that the rights and obligations
      of the Employee hereunder shall not be assignable by him/her.

     

    6.2  Notices.  Any
      notice provided for herein shall be in writing and shall be deemed to have
      been
      given or made (a) when personally delivered or (b) when sent by
      telecopier and confirmed within forty-eight (48) hours by letter mailed or
      delivered to the party to be notified at its or his/hers address set forth
      herein; or three (3) days after being sent by registered or certified mail,
      return receipt requested, (or by equivalent currier with delivery documentation
      such as FEDEX or UPS) to the address of the other party set forth or to such
      other address as may be specified by notice given in accordance with this
      section 6.2:

     

    
      	
              If
                to the Company:

            	 SYS
              Technologies
	 	5050
              Murphy Canyon Road, Suite 200
	 	
              San Diego,
                CA  92123

            
	 	
              Tel:
                (858) 715-5500

            
	 	
              Fax:
                (858) 715-5510

            
	 	Attention:  Sr.
              Vice President, Corp. Admin.
	 	 
	 	 
	 If
              to Employee:  	 Name:  Cliff
              Cooke
	 	 Address:
	 	                                                                             
              
	 	                                                                    
              , CA
	 	 Tel:  (___)
              ___-____
	 	 Fax:  (___)
              ___-____


    

     

    
      6.3  Severability.  If
        any provision of this Agreement, or portion thereof, shall be held invalid
        or
        unenforceable by a court of competent jurisdiction, such invalidity or
        unenforceability shall attach only to such provision or portion thereof,
        and
        shall not in any manner affect or render invalid or unenforceable any other
        provision of this Agreement or portion thereof, and this Agreement shall
        be
        carried out as if any such invalid or unenforceable provision or portion
        thereof
        were not contained herein.  In addition, any such invalid or
        unenforceable provision or portion thereof shall be deemed, without further
        action on the part of the parties hereto, modified, amended or limited to
        the
        extent necessary to render the same valid and enforceable.

       

    

    6.4  Waiver.  No
      waiver by a party hereto of a breach or default hereunder by the other party
      shall be considered valid, unless expressed in a writing signed by such first
      party, and no such waiver shall be deemed a waiver of any subsequent breach
      or
      default of the same or any other nature.

     

    6.5  Entire
      Agreement.  This Agreement sets forth the entire agreement between
      the Parties with respect to the subject matter hereof, and supersedes any and
      all prior agreements between the Company and Employee, whether written or oral,
      relating to any or all matters covered by and contained or otherwise dealt
      with
      in this Agreement.  This Agreement does not constitute a commitment of
      the Company with regard to Employee’s employment, express or implied, other than
      to the extent expressly provided for herein.

     

    6.6  Amendment.  No
      modification, change or amendment of this Agreement or any of its provisions
      shall be valid, unless in writing and signed by the party against whom such
      claimed modification, change or amendment is sought to be enforced.

     

    6.7  Authority.  The
      Parties each represent and warrant that it/he or she has the power, authority
      and right to enter into this Agreement and to carry out and perform the terms,
      covenants and conditions hereof.

     

    6.8  Attorneys’
      Fees.  The Parties shall each be responsible for their own
      attorneys’ fees.

     

    6.9  Titles.  The
      titles of the sections of this Agreement are inserted merely for
      convenience and ease of reference and shall not affect or modify the meaning
      of
      any of the terms, covenants or conditions of this Agreement.

     

    6.10  Applicable
      Law; Choice of Forum.  Any proceeding between the parties arising
      out of or relating to this Agreement shall be brought in the appropriate forum
      in San Diego County, California.  This Agreement, and all of the
      rights and obligations of the parties in connection with the employment
      relationship established hereby, shall be governed by and construed in
      accordance with the substantive laws of the State of California without giving
      effect to principles relating to conflicts of law.

     

    6.11  Arbitration.

     

    6.11.1  Scope.  To
      the fullest extent permitted by law, Employee and Company agree to the binding
      arbitration of any and all controversies, claims or disputes between them
      arising out of or in any way related to this Agreement, the employment
      relationship between Company and Employee and any disputes upon termination
      of
      employment, including but not limited to breach of contract, tort,
      discrimination, harassment, wrongful termination, demotion, discipline, failure
      to accommodate, family and medical leave, compensation or benefits claims,
      constitutional claims; and any claims for violation of any local, state or
      federal law, statute, regulation or ordinance or common law.  For the
      purpose of this agreement to arbitrate, references to “Company” include all
      parent, subsidiary or related entities and their employees, supervisors,
      officers, directors, agents, pension or benefit plans, pension or benefit plan
      sponsors, fiduciaries, administrators, affiliates and all successors and assigns
      of any of them, and this agreement to arbitrate shall apply to them to the
      extent Employee’s claims arise out of or relate to their actions on behalf of
      Company.

     

    6.11.2  Arbitration
      Procedure.  To commence any such arbitration proceeding, the party
      commencing the arbitration must provide the other party with written notice
      of
      any and all claims forming the basis of such right in sufficient detail to
      inform the other party of the substance of such claims.  In no event
      shall this notice for arbitration be made after the date when institution of
      legal or equitable proceedings based on such claims would be barred by the
      applicable statute of limitations.  The arbitration will be conducted
      in San Diego, California, by a single neutral arbitrator and in accordance
      with the then-current rules for resolution of employment disputes of the
      American Arbitration Association (“AAA”).  The parties are entitled to
      representation by an attorney or other representative of their choosing. The
      arbitrator shall have the power to enter any award that could be entered by
      a
      judge of the trial court of the State of California, and only such power, and
      shall follow the law.  The award shall be binding and the Parties
      agree to abide by and perform any award rendered by the
      arbitrator.  The arbitrator shall issue the award in writing and
      therein state the essential findings and conclusions on which the award is
      based.  Judgment on the award may be entered in any court having
      jurisdiction thereof.  Company shall bear the costs of the arbitration
      filing and hearing fees and the cost of the arbitrator.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    


    
      	 Dated:  9/11/2007                                                 	 	             /s/
              Clifton L. Cooke,
              Jr.             
              
	 	 	 Name:
              Clifton L. Cooke, Jr.
	 	 	 
	 	 	 SYS
              Technologies, Inc.
	 	 	 
	 	 	 
	 Dated:  9/11/2007                                                 	 	 By:      /s/
              Robert
              Babbush                  
              
	 	 	 Name:
              Robert Babbush
	 	 	 Title:  
              Sr. Vice President, Corp. Admin.