Exhibit 10.10EXECUTIVE EMPLOYMENT AGREEMENT     This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 13, 2007 betweenWhite Electronic Designs Corporation, an Indiana Corporation (the “Company”) and Hamid R.Shokrgozar (“Executive”).     WHEREAS, the Company desires to continue to employ Executive and Executive desires to continueto be employed by the Company on the terms contained herein;     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained andother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:     1. TERM OF EMPLOYMENT. The term of this Agreement shall extend from the date hereof (the“Commencement Date”) until the third anniversary of the Commencement Date; provided, however, thatthe term of this Agreement shall automatically be extended for two additional years upon expirationof the term hereof and upon expiration of each successive term hereof unless, not less than 90 daysprior to any such expiration, either party shall have given notice to the other that it does notwish to extend this Agreement. The term of this Agreement shall be subject to termination asprovided in Section 6 and may sometimes be referred to herein as the “Period of Employment.”     2. POSITION AND DUTIES. During the Period of Employment, Executive shall serve as thePresident and Chief Executive Officer and Chairman of the Board of Directors of the Company (the“Board”), and shall have supervision and control over and responsibility for the business andaffairs of the Company and shall have such other powers and duties as may from time to time beprescribed by the Board, provided that such duties are consistent with Executive’s position orother positions that he may hold from time to time. Executive shall devote his full working timeand efforts to the business and affairs of the Company. Notwithstanding the foregoing, Executivemay, with permission of the Board of Directors, serve on other boards of directors, as long as suchactivities do not materially interfere with Executive’s performance of his duties to the Company asprovided in this Agreement.     3. COMPENSATION AND BENEFITS.          (a) BASE SALARY. Executive’s annual base salary shall be $500,000.00, which shall beeffective beginning on the Commencement Date. Executive’s base salary shall be subject to increaseat the discretion of the Compensation Committee of the Board (the “Compensation Committee”) basedon its annual review. The base salary in effect at any given time is referred to herein as “BaseSalary.” The Base Salary shall be payable in substantially equal bi-weekly installments.          (b) BONUS. Executive shall be eligible to receive cash incentive compensation equal to up to100% of his Base Salary (“Bonus”) as determined on an annual basis by the Compensation Committee inits sole discretion.
 

 
          (c) LIFE INSURANCE. The Company shall at its expense provide Executive with $2,5000,000 ofterm life insurance, the death benefits from which shall be payable to one or more beneficiariesdesignated by Executive.          (d) AUTO ALLOWANCE. The Company shall pay to Executive a monthly automobile allowance equalto $1,000.          (e) CLUB MEMBERSHIP. The Company shall pay all regular and special membership fees and dues(including any initiation fees) for Executive’s membership in a club of his choice, but reasonablyacceptable to the Compensation Committee.          (f) EXPENSES. Executive shall be entitled to receive prompt reimbursement for all reasonableexpenses incurred by him in performing services hereunder during the Period of Employment, inaccordance with the policies and procedures then in effect and established by the Company for itssenior executive officers.          (g) OTHER BENEFITS. During the Period of Employment Executive shall be entitled to continueto participate in or receive benefits under all of the Company’s Executive Benefit Plans in effecton the date hereof, or under plans or arrangements that provide Executive with benefits at leastsubstantially equivalent to those provided under such Executive Benefit Plans. As used herein, theterm “Employee Benefit Plans” includes, without limitation, each savings and profit- sharing plan;stock option plan; medical insurance plan; dental insurance plan; disability plan; and health andaccident plan or arrangements established and maintained by the Company on the date hereof forsenior executives of the Company. To the extent that the scope or nature of benefits described inthis section is determined under the policies of the Company based in whole or in part on theseniority or tenure of an employee’s service, Executive shall be deemed to have a tenure with theCompany equal to the actual time of Executive’s service with the Company. During the Period ofEmployment, Executive shall be entitled to participate in or receive benefits under any employeebenefit plan or arrangement which may, in the future, be made available by the Company to itsexecutives subject to and on a basis consistent with the terms, conditions and overalladministration of such plan or arrangement. All benefits to be received by Executive pursuant toSections 3(c) — (f), inclusive, under this Agreement shall be made on an aftertax basis, such thatthe Company shall compensate Executive for any federal or state tax payable with respect to suchbenefit as well as any such tax payable with respect to the compensation called for by thissentence.          (h) VACATIONS. Executive shall be entitled to six (6) paid weeks of vacation in each calendaryear. Executive shall also be entitled to all paid holidays given by the Company to itsexecutives.     4. CONFIDENTIAL INFORMATION. Executive acknowledges that in the course of his employment withthe Company, he has been allowed to become, and will continue to be allowed to become, acquaintedwith the Company’s business affairs, information, trade secrets, and other matters which are of aproprietary or confidential nature, including but not limited to the Company’s and its affiliates’operations, business opportunities, price and cost information, finance, customer information,business plans, various sales techniques, manuals, letters, notebooks, procedures, reports,products, processes, services, and other confidential information
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and knowledge (collectively the “Confidential Information”) concerning the Company’s and itsaffiliates’ business. Executive understands and acknowledges that the Confidential Information isconfidential, and he agrees not to disclose such Confidential Information to anyone outside theCompany except to the extent that (i) Executive deems such disclosure or use reasonably necessaryor appropriate in connection with performing his duties on behalf of the Company; (ii) Executive isrequired by order of a court of competent jurisdiction (by subpoena or similar process) to discloseor discuss any Confidential Information, provided that in such case, Executive shall promptlyinform the Company of such event, shall cooperate with the Company in attempting to obtain aprotective order or to otherwise restrict such disclosure, and shall only disclose ConfidentialInformation to the minimum extent necessary to comply with any such court order; (iii) suchConfidential Information becomes generally known to and available for use in the Company’sindustry, other than as a result of any action or inaction by Executive; or (iv) such informationhas been published in a form generally available to the public prior to the date Executive proposesto disclose or use such information. Executive agrees this covenant shall survive this Agreementand continue to be binding upon Executive after the expiration or termination of this Agreement.Executive further agrees that he will not during employment and/or at any time thereafter use suchConfidential Information in competing, directly or indirectly, with the Company. At such time asExecutive shall cease to be employed by the Company, he will immediately turn over to the Companyall Confidential Information, including papers, documents, writings, electronically storedinformation, other property, and all copies of them provided to or created by him during the courseof his employment with the Company.     5. TERMINATION. Executive’s employment hereunder may be terminated without any breach of thisAgreement under the following circumstances:          (a) DEATH. Executive’s employment hereunder shall terminate upon his death.          (b) DISABILITY. If, as a result of Executive’s incapacity due to physical or mental illness,Executive shall have been absent from his duties hereunder on a full- time basis for one hundredeighty (180) calendar days in the aggregate in any twelve (12) month period, the Company mayterminate Executive’s employment hereunder.          (c) TERMINATION BY COMPANY FOR CAUSE. Company may terminate the employment of Executive forcause at any time upon written notice to Executive specifying the cause for termination. Forpurposes of this Section, “for cause” shall mean discharge resulting from a determination by theCompany that the Executive has (i) been convicted of a criminal offense involving dishonesty,fraud, theft, embezzlement, breach of trust or moral turpitude; (ii) performed an act or failed toact which, if he were prosecuted and convicted, would constitute a crime or offense involving moneyor property of the Company; (iii) violated the provisions of Section 4 pertaining to confidentialinformation; or (iv) willfully refuses to perform the duties reasonably assigned to Executive andconsistent with his status as President and Chief Executive Officer and Chairman of the Board ofthe Company, provided however that this Section 5(c)(iv) shall not apply following a Change inControl as defined in Section 5(f).
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          (d) TERMINATION BY COMPANY WITHOUT CAUSE. At any time during the Period of Employment, theCompany may terminate Executive’s employment hereunder without Cause if such termination isapproved by a majority of the Board at a meeting of the Board called and held for such purpose.Any termination by the Company of Executive’s employment under this Agreement which does notconstitute a termination for Cause under Section 5(c) or result from the death or disability of theExecutive under Section 5(a) or (b) shall be deemed a termination without Cause. If the Companyprovides notice to Executive under Section 1 that it does not wish to extend the Period ofEmployment, such action shall also be deemed a termination without Cause.          (e) TERMINATION BY EXECUTIVE WITHOUT CAUSE. At any time during the Period of Employment,Executive may terminate his employment hereunder for any reason. If Executive provides notice tothe Company under Section 1 that he does not wish to extend the Period of Employment, such actionshall be deemed a voluntary termination by Executive.          (f) TERMINATION OF EXECUTIVE FOLLOWING A CHANGE IN CONTROL. In the event that a Change inControl occurs when the remaining term of this Agreement is less than eighteen (18) months, thenthis Agreement shall be automatically renewed for a period of eighteen (18) months following theeffective date of the Change in Control. For purposes of this Agreement, a “Change in Control”shall mean: any sale of all or substantially all of the assets of Company; or merger orconsolidation involving Company, unless the stockholders of Company receive in the transaction,with respect to their stock in Company, stock or other securities representing a majority in votinginterest of the acquiring entity’s equity securities; or any sale of a majority voting interest ofthe outstanding stock of Company by the holders thereof in a single transaction or series ofrelated transactions. For a period of eighteen (18) months following the effective date of aChange in Control, the Executive may terminate the Agreement by written notice to Company’s Boardof Directors (or its successor) subsequent to the occurrence of any of the following events:               (i) Notice of termination or a material change in the nature or scope of Executive’sresponsibilities, title, authority, reporting relationship, powers, functions or duties from theresponsibilities, title, authority, reporting relationship, powers, functions or duties exercisedby the Executive immediately prior to the Change in Control;               (ii) A decrease in the total annual compensation or benefits payable to Executive other thanas a result of a decrease in incentive-based compensation payable to the Executive and to all otherexecutive officers of Company on the basis of Company’s financial performance;               (iii) A requirement imposed by Company that Executive relocate to an office that is more thanfifty (50) miles distant from the office at which he is employed or the borne at which he residesimmediately prior to the Change in Control or an increase in Executive’s business travel; or               (iv) Failure of Company’s successor to assume its obligations hereunder following a Change inControl.
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          (g) NOTICE OF TERMINATION. Except for termination as specified in Section 5(a), anytermination of Executive’s employment by the Company or any such termination by Executive shall becommunicated by written Notice of Termination to the other party hereto. For purposes of thisAgreement, a “Notice of Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon.          (h) DATE OF TERMINATION. “Date of Termination” shall mean: (A) if Executive’s employment isterminated by his death, the date of his death; (B) if Executive’s employment is terminated onaccount of disability under Section 5(b) or by the Company for Cause under Section 5(c), the dateon which Notice of Termination is given; and (C) if Executive’s employment is terminated by theCompany under Section 5(d), or terminated by the Executive under Section 5(e), thirty (30) daysafter the date on which a Notice of Termination is given.     6. COMPENSATION UPON TERMINATION OR DURING DISABILITY.          (a) DEATH OF EXECUTIVE. If Executive’s employment terminates by reason of his death, theCompany shall, within ninety (90) days of death, pay in a lump sum amount to such person asExecutive shall have most recently designated in a notice filed with the Company or, if no suchperson is designated, to Executive’s estate, Executive’s unpaid Base Salary and Pro Rata Bonus (asdefined in Section 6(g) below) to the date of his death. Upon the death of Executive, all unvestedstock options shall immediately vest in Executive’s estate or other legal representatives andbecome exercisable, and Executive’s estate or other legal representatives shall have the remainingoption term or twelve months, whichever is longer, to exercise all stock options granted toExecutive. For a period of one (1) year following the Date of Termination, the Company shall paysuch health insurance premiums as may be necessary to allow Executive’s spouse and dependents toreceive health insurance coverage substantially similar to coverage they received prior to the Dateof Termination. Such payments, in the aggregate, shall fully discharge the Company’s obligationshereunder.          (b) DISABILITY OF EXECUTIVE. During any period that Executive fails to perform his dutieshereunder as a result of incapacity due to physical or mental illness, Executive shall continue toreceive his Base Salary and Pro Rata Bonus until Executive’s employment is terminated due todisability in accordance with Section 5(b) or until Executive terminates his employment inaccordance with Section 5(e), whichever first occurs. Following such termination, Executive mayreceive benefits under the Company’s long- term disability plan subject to the terms and conditionsthereof. Upon the Date of Termination, all unvested stock options shall immediately vest and becomeexercisable and Executive shall have the remaining option term or twelve months, whichever islonger, to exercise all stock options granted to Executive. For a period of one (1) year followingthe Date of Termination, the Company shall pay such health insurance premiums as may be necessaryto allow Executive and Executive’s spouse and dependents to receive health insurance coveragesubstantially similar to coverage they received prior to the Date of Termination.          (c) TERMINATION BY EXECUTIVE WITHOUT CAUSE. If Executive’s employment is terminated byExecutive other than for a Change in Control as provided in Section 5(f), then the Company shall,through the Date of Termination, pay Executive his unpaid
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Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, theCompany shall have no further obligations to Executive except as otherwise expressly provided underthis Agreement, provided any such termination shall not adversely affect or alter Executive’srights under any employee benefit plan of the Company in which Executive, at the Date ofTermination, has a vested interest, unless otherwise provided in such employee benefit plan or anyagreement or other instrument attendant thereto. In addition, all vested but unexercised stockoptions held by executive as of the Date of Termination must be exercised by Executive withintwelve (12) months following the Date of Termination or by the end of the option term, if longer.          (d) TERMINATION OF EXECUTIVE FOLLOWING A CHANGE IN CONTROL. If Executive terminates hisemployment for a Change in Control as provided in Section 5(f), Executive shall be entitled to thefollowing benefits:               (i) SEVERANCE PAYMENT. The Company will pay Executive a single, lump sum “Severance Payment”equal to three (3) times the sum of Executive’s total highest annual Base Salary, and highestannual Bonus/Incentive Compensation from White Electronic Designs. In the event that any severancepayments made would be subjected to the excise tax imposed by Section 4999 of the Internal RevenueCode of 1986, as amended, the Company would be required to “gross up” the Executive’s compensationfor excise taxes and any federal, state and local income taxes related to any excise tax imposed.               (ii) BENEFIT CONTINUATION. The Company will continue benefit contributions (medical, dental,disability and life) and all compensation benefits set forth in Section 3 hereof for the remainingterm of this agreement, as such term may therefore have been extended in accordance with Section 1hereof, or eighteen (18) months whichever is greater.               (iii) STOCK OPTIONS. Upon the Date of the Termination, all unvested stock options, restrictedstock grants and performance shares shall immediately vest and become exercisable and Executiveshall have the remaining option term or eighteen months whichever is greater, to exercise all stockoptions granted to the Executive.               (iv) OUTPLACEMENT ASSISTANCE. The Company will provide executive-level outplacement servicesto the Executive at the outplacement provider of his choice for a period not to exceed eighteen(18) months in the maximum amount of $50,000.               (v) ATTORNEY FEES. The Company will reimburse Executive for all reasonable attorneys’ feesincurred in connection with enforcing the terms of this Agreement following termination ofemployment in the maximum amount of $50,000.          (e) TERMINATION FOR CAUSE. If Executive’s employment is terminated by the Company for Causeas provided in Section 5(c), then the Company shall, through the Date of Termination, pay Executivehis unpaid Base Salary. Thereafter, the Company shall have no further obligations to Executiveexcept as otherwise expressly provided under this Agreement, provided any such termination shallnot adversely affect or alter Executive’s rights under any employee benefit plan of the Company inwhich Executive, at the Date of Termination, has a vested interest, unless otherwise provided insuch employee benefit plan or any agreement or
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other instrument attendant thereto. In addition, all unvested stock options held by Executiveas of the Date of Termination shall immediately terminate and be of no further force and effect.In addition, all vested but unexercised stock options held by Executive as of the Date ofTermination must be exercised by Executive within six (6) months following the Date of Terminationor by the end of the option term, if earlier.          (f) PRO RATA BONUS. In determining Executive’s Pro Rata Bonus pursuant to Sections 6(a) or(b) hereof, the amount shall be equal to the product of (i) a fraction, the numerator of which isthe number of days elapsed in the year Executive’s employment with the Company is terminated andthe denominator is 365, multiplied by (ii) the Bonus paid to Executive with respect to the yearimmediately preceding the year in which Executive’s employment with the Company is terminated.          (g) TERMINATION BY COMPANY WITHOUT CAUSE. If the Company terminates the Executive’semployment without Cause in accordance with Section 5(d), it shall, upon the termination ofExecutive’s employment, pay Executive a Severance Payment equal to two (2) times the sum ofExecutive’s total highest annual Base Salary, and highest annual Bonus/Incentive Compensation fromWhite Electronic Designs, and provide the other benefits set forth in Sections 6(d)(ii) to (v).The Company shall have no further obligations to Executive except for any amounts earned by, oraccrued for, Executive under any employee benefit plans in which the Executive is then aparticipant, earned and unpaid salary and accrued and unused vacation pay and any rights ofExecutive under any bonus or stock option agreement, which right has been earned by Executive atthe time of such termination pursuant to the terms of such plan or agreement.     7. NON-SOLICITATION. Executive agrees, for a period of two years after the expiration ortermination of this Agreement, he will not employ or directly or indirectly solicit, or cause thesolicitation of, any employees of the Company who are in the employ of the Company on the Date ofTermination for employment by others.     8. NOTICE. For purposes of this Agreement, notices and all other communications provided forin the Agreement shall be in writing and shall be deemed to have been duly given when delivered ormailed by United States certified mail, return receipt requested, postage prepaid, addressed asfollows:     if to the Executive:At his home address as shown in the Company’s personnel records;     if to the Company:White Electronic Designs Corporation, 3601 East University, Phoenix, Arizona 85034,Attention: Board of Directors or to such other address as either party may have furnishedto the other in writing in accordance herewith, except that notices of change of addressshall be effective only upon receipt.
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     9. SUCCESSOR TO COMPANY. The Company shall require any successor (whether direct or indirect,by purchase, merger, consolidation or otherwise) to all or substantially all of the business orassets of the Company expressly to assume and agree to perform this Agreement to the same extentthat the Company would be required to perform it if no succession had taken place. Failure of theCompany to obtain an assumption of this Agreement at or prior to the effectiveness of anysuccession shall be a breach of this Agreement and shall constitute Good Reason if the Executiveelects to terminate employment.     10. VALIDITY. The invalidity or unenforceability of any provision or provisions of thisAgreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect. The invalid portion of this Agreement, if any, shallbe modified by any court having jurisdiction to the extent necessary to render such portionenforceable.     11. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shallbe deemed to be an original but all of which together will constitute one and the same instrument.     12. ARBITRATION; OTHER DISPUTES. In the event of any dispute or controversy arising under orin connection with this Agreement, the parties shall first promptly try in good faith to settlesuch dispute or controversy by mediation under the applicable rules of the American ArbitrationAssociation before resorting to arbitration. In the event such dispute or controversy remainsunresolved in whole or in part for a period of thirty (30) days after it arises, the parties willsettle any remaining dispute or controversy exclusively by arbitration in Phoenix, Arizona inaccordance with the rules of the American Arbitration Association then in effect. Judgment may beentered on the arbitrator’s award in any court having jurisdiction. Notwithstanding the above, theCompany shall be entitled to seek a restraining order or injunction in any court of competentjurisdiction to prevent any continuation of any violation of Section 4 hereof. Furthermore, shoulda dispute occur concerning Executive’s mental or physical capacity as described in Section 5(b) or6(b), a doctor selected by Executive and a doctor selected by the Company shall be entitled toexamine Executive. If the opinion of the Company’s doctor and Executive’s doctor conflict, theCompany’s doctor and Executive’s doctor shall together agree upon a third doctor, whose opinionshall be binding.     13. THIRD-PARTY AGREEMENTS AND RIGHTS. Executive represents to the Company that Executive’sexecution of this Agreement, Executive’s employment with the Company and the performance ofExecutive’s proposed duties for the Company will not violate any obligations Executive may have toany employer or other party, and Executive will not bring to the premises of the Company any copiesor other tangible embodiments of non-public information belonging to or obtained from any suchprevious employment or other party.     14. LITIGATION AND REGULATORY COOPERATION. During and after Executive’s employment, Executiveshall reasonably cooperate with the Company in the defense or prosecution of any claims or actionsnow in existence or which may be brought in the future against or on behalf of the Company whichrelate to events or occurrences that transpired while Executive was employed by the Company;provided, however, that such cooperation shall not materially and adversely affect Executive orexpose Executive to an increased probability of civil
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or criminal litigation. Executive’s cooperation in connection with such claims or actionsshall include, but not be limited to, being available to meet with counsel to prepare for discoveryor trial and to act as a witness on behalf of the Company at mutually convenient times. During andafter Executive’s employment, Executive also shall cooperate fully with the Company in connectionwith any investigation or review of any federal, state or local regulatory authority as any suchinvestigation or review relates to events or occurrences that transpired while Executive wasemployed by the Company. The Company shall also provide Executive with compensation on an hourlybasis (to be derived based on his Base Salary in effect at the Date of Termination) for requestedlitigation and regulatory cooperation that occurs after his termination of employment, andreimburse Executive for all costs and expenses incurred in connection with his performance underthis Section 14, including, but not limited to, reasonable attorneys’ fees and costs.     15. MISCELLANEOUS. No provisions of this Agreement may be modified, waived, or dischargedunless such waiver, modification, or discharge is agreed to in writing and signed by Executive andsuch officer of the Company as may be specifically designated by the Board. No waiver by eitherparty hereto of any condition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at anyprior or subsequent time. No agreements or representations, oral or otherwise, express or implied,unless specifically referred to herein, with respect to the subject matter hereof have been made byeither party which are not set forth expressly in this Agreement. The validity, interpretation,construction, and performance of this Agreement shall be governed by the laws of the State ofArizona (without regard to principles of conflicts of laws).     IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and yearfirst above written.   WHITE ELECTRONIC DESIGNS CORPORATION.      BY: Paul Quadros              CHAIRMAN OF COMPENSATION COMMITTEE White Electronic Design Corporation   EXECUTIVE       Hamid R. Shokrgozar  
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