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EXHIBIT 4.1




ASTRONICS CORPORATION

2011 EMPLOYEE STOCK OPTION PLAN




SECTION 1. PURPOSE




The purpose of the 2011 Employee Stock Option Plan (the “Plan”) of ASTRONICS CORPORATION, a
New York corporation (the “Company”), is to enable the Company to attract, retain, and motivate key
employees responsible for the success and growth of the Company by offering selected officers and
other key employees of the Company and its Subsidiaries an opportunity to purchase Shares of
Company Stock. The Plan provides for the grant of Options to purchase Shares. Options granted
under the Plan may include Non-Qualified Stock Options (“NQSOs”) as well as options that are
intended to qualify as Incentive Stock Options (“ISOs”) under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”). The Company intends that Options granted pursuant to the
Plan be exempt from Section 409A of the Code, and the Options granted will be so construed.




Certain capitalized terms used in this Plan are defined in Section 2.



SECTION 2. DEFINITIONS





	 	a.	 	“Board” means the Board of Directors of the Company.
	 
	 	b.	 	“Cause” has the meaning set forth in Section 6(i).
	 
	 	c.	 	“Change in Control” means






	 	i.	 	The consummation of a merger or consolidation of the Company with or into
another entity, or any other corporate reorganization, if more than 50% of the
combined voting power of the continuing or surviving entity’s securities
outstanding immediately after the merger, consolidation or other reorganization
is owned by persons who were not stockholders of the Company immediately prior
to the merger, consolidation or other reorganization; or
	 
	 	ii.	 	The sale, transfer or other disposition of all or substantially all of the
Company’s assets.






A transaction will not constitute a Change in Control if its sole purpose is to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before the transaction, or if it is a
Designated Exchange Transaction. A “Designated Exchange Transaction” is any
reorganization, share exchange or other transaction so designated by the Board,
following the occurrence of which (i) the Options remain outstanding or (ii) the
Options are assumed by a surviving or new corporation and new options with
substantially the same terms are substituted in accordance with Section 424(a)
of the Code, and only to the extent permitted without subjecting such Options to
Section 409A of the Code.




	 	d.	 	“Committee” means the Stock Option Committee of the Board, consisting of at
least 2 Directors who are not eligible to participate in the Plan and who are appointed
to the Committee by the Board.
	 
	 	e.	 	“Director” means a member of the Board.
	 
	 	f.	 	“Exercise Price” means the amount for which one Share may be purchased when an
Option is exercised, as specified by the Committee in the applicable Stock Option
Agreement.
	 
	 	g.	 	“Fair Market Value” has the meaning set forth in Section 6(c).
	 
	 	h.	 	“Option” means an ISO or NQSO granted under the Plan that entitles the holder
to purchase Shares.
	 
	 	i.	 	“Optionee” means a person who holds an Option.
	 
	 	j.	 	“Share” means one share of Stock, as adjusted in accordance with Section 8 (if
applicable).
	 
	 	k.	 	“Stock” means the Common Stock or Class B Stock of the Company.




 


 









 






	 	l.	 	“Stock Option Agreement” means the agreement or other instrument between the
Company and an Optionee that evidences and sets forth the terms, conditions and
restrictions pertaining to the Optionee’s Option.
	 
	 	m.	 	“Subsidiary” means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain. A corporation that attains the status of a Subsidiary on a
date after the adoption of the Plan will be considered a Subsidiary commencing as of
the date.





SECTION 3. ADMINISTRATION





	 	a.	 	Stock Option Committee. The Plan will be administered by the
Committee. Subject to and not inconsistent with the provisions of the Plan, the
Committee has the full authority and responsibility to administer the Plan and to
exercise all the powers and authorities either specifically granted to it under the
Plan or necessary or advisable in the administration of the Plan, including the power
to;






	 	i.	 	Determine and designate those employees selected to receive
Options, the time at which each Option will be granted, and the number of
Shares subject to each Option;






	 	ii.	 	Determine the time and manner of exercise, the duration of the
exercise periods, and the exercise price of the Options granted;






	 	iii.	 	Prescribe, amend, or rescind any rules and regulations
necessary or appropriate for the administration of the Plan;






	 	iv.	 	Correct any defect, supply any deficiency, and reconcile any
inconsistency in the Plan or in any related Option or agreement; and






	 	v.	 	Make other determinations and take such other action in
connection with the administration of the Plan as it deems necessary or
advisable.






	 	b.	 	Delegation of Duties. The Committee may direct appropriate officers of
the Company to implement its rules, regulations and determinations and to execute and
deliver on behalf of the Company such documents, forms, agreements and other
instruments as are deemed by the Committee to be necessary for the administration and
implementation of the Plan.






	 	c.	 	Interpretation of Plan. The Committee has the power to interpret and
construe the Plan and all related Options and agreements. All decisions,
interpretations and determinations of the Committee with respect to the Plan will be
final and binding on all Optionees and all persons deriving their rights from
Optionees.






	 	d.	 	Indemnification. Each member of the Board and the Committee is
indemnified and held harmless by the Company against any cost or expense (including any
sum paid in settlement of a claim with the approval of the Company) arising out of any
act or omission to act in connection with the Plan to the extent permitted by
applicable law. This indemnification is in addition to any rights of indemnification a
member may have as a Director or otherwise under the by-laws of the Company or a
Subsidiary, any agreement, any vote of shareholders or disinterested directors, or
otherwise.





SECTION 4. ELIGIBILITY





	 	a.	 	General Rule. Options may be granted to full-time salaried officers
and key employees of the Company or any Subsidiary.






	 	b.	 	Ten-Percent Stockholders. An individual who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company or any
of its Subsidiaries (as determined in accordance with Section 424(d) of the Code) will
not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110%
of the Fair Market Value of a Share on the date of grant and (ii) the Option by its
terms is not exercisable after the expiration of 5 years from the date of grant.




 


 









 










SECTION 5. STOCK SUBJECT TO PLAN




	 	a.	 	Basic Limitation. Shares offered under the Plan may be authorized but
unissued Shares or Shares reacquired by the Company. The aggregate number of Shares
that may be issued under the Plan on exercise of Options may not exceed 500,000 Shares,
subject to adjustment as provided in Section 8. The aggregate number of Shares that
may be issued as ISOs is 500,000 Shares. The number of Shares that are subject to
Options outstanding at any time under the Plan must not exceed the number of Shares
that then remain available for issuance under the Plan. The Company, during the term
of the Plan, at all times will reserve and keep available sufficient Shares to satisfy
the requirements of the Plan.






	 	b.	 	Additional Shares. If any outstanding Option expires, is canceled or
otherwise terminates for any reason, the Shares allocable to the unexercised portion of
that Option will be available again for purposes of the Plan. Shares which are used to
pay the exercise price of an Option and Shares withheld to satisfy tax withholding
obligations will not be available for further grants of Options under the Plan.






SECTION 6. TERMS AND CONDITIONS OF OPTIONS





	 	a.	 	Stock Option Agreement. Each grant of an Option under the Plan will be
evidenced by a Stock Option Agreement between the Optionee and the Company. The Option
will be subject to terms and conditions that are consistent with the Plan and that the
Board deems appropriate for inclusion in the Stock Option Agreement. The provisions of
Stock Option Agreements entered into under the Plan need not be identical.






	 	b.	 	Number of Shares. Each Stock Option Agreement will specify the number
of Shares that are subject to the Option and will provide for the adjustment of that
number in accordance with Section 8. The Stock Option Agreement also will specify
whether the Option is an ISO or NQSO. However, if any portion of an Option does not
meet the requirements to qualify as an ISO, that portion will be a NQSO.






	 	c.	 	Exercise Price. Each Stock Option Agreement will specify the Exercise
Price. The Exercise Price under any Option will be determined by the Committee in its
sole discretion, except that the Exercise Price may not be less than 100% of the Fair
Market Value of a Share on the date of grant, and any higher percentage required by
Section 4(b).






For purposes of the Plan, “Fair Market Value” will be determined in the following
manner:




	 	i.	 	If the Shares are then listed or admitted to trading on a nationally
recognized U.S. securities exchange or such other regulated market, or reported
on NASDAQ, the Fair Market Value will be determined with reference to the
closing price of a Share on such exchange or on NASDAQ as of the last trading
day on which the Shares were sold or reported prior to the date of grant.
	 
	 	ii.	 	If the Shares are not then listed or admitted to trading on a
nationally recognized U.S. securities exchange or such other regulated market,
or reported on NASDAQ, the Fair Market Value will be determined by the Board,
acting in good faith and in its sole discretion, subject to the applicable
requirements, if any, of Section 409A of the Code. The determination of the
Board will be conclusive and binding.






	 	d.	 	Limitation on Amount. The aggregate Fair Market Value (determined with
respect to each ISO as of the time the ISO is granted) of the Stock with respect to
which ISOs are exercisable for the first time by an Optionee during any calendar year
(under this Plan or any other ISO plan of the Company or any Subsidiary) may not exceed
$100,000, or any higher value as may be permitted by 422(d) of the Code. To the extent
the limitation is exceeded, the option or portions of the option that exceed the limit
will be treated as NQSOs.






	 	e.	 	Withholding Taxes. The Optionee will make such arrangements as the
Committee may require for the satisfaction of any withholding tax obligations that may
arise in connection with any taxable event concerning the Optionee that occurs as a
result of this Plan. Subject to Section 7(b), the Optionee
may pay any or all required withholding taxes by delivering to the Company shares of
Stock already owned. The Company may authorize the Optionee to pay any or all required
withholding taxes by directing that Shares otherwise deliverable upon exercise of an
Option be withheld.




 


 









 






	 	f.	 	Exercisability. Each Stock Option Agreement will specify when all or
any installment of the Option becomes exercisable. The exercisability provisions of
any Stock Option Agreement will be determined by the Committee in its sole discretion.






	 	g.	 	Accelerated Exercisability Upon Retirement. Unless the applicable
Stock Option Agreement provides otherwise, all of an Optionee’s Options will become
exercisable in full upon the Optionee’s termination of employment due to retirement on
or after the Optionee’s attainment of age 65 with 15 years of service with the Company
or a Subsidiary.






	 	h.	 	Basic Term. The Stock Option Agreement will specify the term of the
Option. The Committee, in its sole discretion, will determine when an Option is to
expire, except that the term may not exceed 10 years from the date of grant, and any
shorter term required by Section 4(b).






	 	i.	 	Nontransferability. No Option may be transferred by the Optionee other
than by beneficiary designation, will or the laws of descent and distribution, except
as may otherwise be determined by the Board with respect to NQSOs only. An Option may
be exercised during the lifetime of the Optionee only by the Optionee or by the
Optionee’s guardian or legal representative or, with respect to NQSOs only, by any
permitted transferee of the Optionee or by that permitted transferee’s guardian or
legal representative. No Option or interest in it may be pledged or hypothecated by
the Optionee during the Optionee’s lifetime, whether by operation of law or otherwise,
or be made subject to execution, attachment or similar process. The Committee, in its
sole discretion, may restrict transferability in any Stock Option Agreement further
than otherwise provided in this subsection.






	 	j.	 	Termination of Employment (Except by Death). If an Optionee’s
employment terminates for any reason other than the Optionee’s death, then the
Optionee’s Options will expire on the earliest of the following:






	 	i.	 	The expiration date determined pursuant to
subsection (h) above;
	 
	 	ii.	 	The date 90 days after the termination of the
Optionee’s employment for any reason other than Cause or permanent
disability within the meaning of Section 22(e)(3) of the Code
(“Disability”);
	 
	 	iii.	 	The date of the termination of the Optionee’s
employment for Cause; or
	 
	 	iv.	 	The date 12 months after the termination of the
Optionee’s employment by reason of Disability.





Notwithstanding the provisions of subsection (j)(ii) above, and subject to subsection (h), the
Committee in its sole discretion, may permit an Optionee to exercise his or her Options on a date
more than 90 days after the termination of the Optionee’s employment for reasons other than Cause,
Disability or Death. If the Option is exercised after that date, the exercised Option may not
qualify for favorable tax treatment as an ISO.



For purposes of the Plan, “Cause” means (i) the unauthorized use or disclosure of the
confidential information or trade secrets of the Company, (ii) conviction of, or a plea of “guilty”
or “no contest” to, a felony under the laws of the United States or any state, (iii) negligence or
misconduct in the performance of Optionee’s duties or (iv) material breach of Optionee’s
obligations under any agreement or arrangement with the Company, a Subsidiary or any affiliate
thereof (including under the terms of any loan made to the Optionee).



The Optionee may exercise all or part of his or her Options at any time before the expiration
of the Options under this subsection, but only to the extent that the Options had become
exercisable before the Optionee’s employment terminated (or became exercisable as a result of the
termination). If the Optionee dies after termination of employment but before the expiration of
the Optionee’s Options, all or part of the Options may be exercised (prior to expiration) by the
executors or administrators of the Optionee’s estate or by any person who has acquired the Options
directly from the Optionee by beneficiary designation, bequest or inheritance, or in the case of
NQSOs only, by other transfer, if permitted, but in any event only to the extent that the Options
had become exercisable before the Optionee’s employment terminated (or became exercisable as a
result of the termination).


 


 









 






	 	k.	 	Leaves of Absence. For purposes of subsection (j) above, a bona fide
leave of absence will not be deemed a termination of employment if the leave was
approved by the Company in writing and if continued crediting of service for this
purpose is expressly required by the terms of the leave or by applicable law (as
determined by the Company).






	 	l.	 	Death of Optionee. If an Optionee dies while employed by the Company,
then his or her Options expire on the earlier of the following dates:






	 	i.	 	The expiration date determined pursuant to
subsection (h) above;





or




	 	ii.	 	The date 12 months after the Optionee’s death.





At any time before the expiration of the Options under the preceding sentence, all or part of
the Optionee’s Options may be exercised by the executors or administrators of the Optionee’s estate
or by any person who has acquired the Options directly from the Optionee by beneficiary
designation, bequest or inheritance, or in the case of NQSOs only, by other transfer, if permitted,
but in any event only to the extent that the Options had become exercisable before the Optionee’s
death or became exercisable as a result of death.




	 	m.	 	No Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, has no rights as a stockholder with respect to any Shares covered by an
Option until the person becomes entitled to receive the Shares by filing a notice of
exercise and paying the Exercise Price pursuant to the terms of the Option.






	 	n.	 	Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Committee may modify or extend outstanding Options.
However, without the consent of the Optionee, no modification may impair the Optionee’s
rights or increase the Optionee’s obligations under the Option.






	 	o.	 	Restrictions on Transfer of Shares. Any Shares issued on exercise of
an Option will be subject to such special forfeiture conditions, rights of repurchase,
rights of first refusal and other transfer restrictions as the Committee may determine.
The restrictions will be set forth in the applicable Stock Option Agreement and will
apply in addition to any restrictions that may apply to holders of Shares generally.
The Company will be under no obligation to sell or deliver Shares on exercise of
Options under the Plan unless the Optionee executes an agreement giving effect to the
restrictions in the form prescribed by the Company.






	 	p.	 	Additional Grants. If otherwise eligible, and within the discretion of
the Committee, an Optionee may be granted an additional Option or Options under this
Plan or any other share option or purchase plan of the Company.






	 	q.	 	No Repricing. Absent shareholder approval, neither the Committee nor
the Board shall have any authority, with or without the consent of the affected
Optionee, to “reprice” an Optionee’s Option in the event of a decline in the price of
Company Stock after the date of its initial grant either by reducing the exercise price
from the original exercise price or through cancellation of an outstanding Option in
connection with regranting of a new Option at a lower price to the same individual.
This paragraph may not be amended, altered or repealed by the Board or the Committee
without approval of the shareholders of the Company.






	 	r.	 	No Reloading. No Option shall provide for the automatic grant of
replacement or reload Options upon the Optionee exercising the Option and paying the
Exercise Price by tendering Shares of Company Stock, net exercise or otherwise. This
paragraph may not be amended, altered or repealed by the Board or the Committee without
approval of the shareholders of the Company.






	 	s.	 	Notification Upon Disqualifying Disposition Under Section 421(b) of the
Code. Each Stock Option Agreement with respect to an ISO will require the Optionee
to notify the Company of any disposition of Shares of Company Stock issued pursuant to
the exercise of such Option under the circumstances described in Section 421(b) of the
Code (relating to certain disqualifying dispositions) within ten days of such
disposition.




 


 









 











	 	t.	 	Option Recoupment Pursuant to Compensation Recovery Policy. All
Options granted under this Plan are subject to recoupment pursuant to any compensation
recovery policy now or hereafter adopted by the Company, and the acceptance of any
Option grant and the exercise of any Option are deemed to be agreement by the Optionee
to the terms of such policy or policies.





SECTION 7. PAYMENT FOR SHARES





	 	a.	 	General Rule. The entire Exercise Price of Shares issued under the
Plan is payable in cash or cash equivalents when the Shares are purchased, except as
otherwise provided in this Section.






	 	b.	 	Surrender of Stock. All or any part of the Exercise Price, plus the
amount of any withholding taxes for which such payment is permitted by the Company, may
be paid by surrendering, or attesting to the ownership of, Shares that are already
owned by the Optionee and that are acceptable to the Committee. These Shares will be
surrendered to the Company in good form for transfer and will be valued at their Fair
Market Value on the date the Option is exercised. The Optionee will not surrender, or
attest to the ownership of, Shares in payment of the Exercise Price or any withholding
taxes if the Committee determines that action would result in adverse accounting
consequences for the Company.






	 	c.	 	Exercise/Sale. Payment may be made all or in part by the delivery (on
a form prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell the Shares and to deliver all or part of the sales
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.






	 	d.	 	Exercise/Pledge. Payment may be made all or in part by the delivery
(on a form prescribed by the Company) of an irrevocable direction to pledge the Shares
to a securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company in payment of all or part of
the Exercise Price and any withholding taxes.





SECTION 8. ADJUSTMENT OF SHARES





	 	a.	 	Adjustment for Change in Capitalization. If the outstanding shares of
Stock of the Company are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company through a
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, the Committee will make such
appropriate and proportionate adjustments as it deems necessary or appropriate in one
or more of (i) the number of Shares specified in Section 5, (ii) the number of Shares
covered by each outstanding Option and (iii) the Exercise Price under each outstanding
Option.






	 	b.	 	Other Adjustments. Except as may otherwise be provided in any
applicable Stock Option Agreement, in the event of any transaction or event described
in Section 8(a) or any unusual or nonrecurring transactions or events affecting the
Company, any affiliate of the Company, or the financial statements of the Company or
any affiliate (including without limitation any Change in Control), or of changes in
applicable laws, regulations or accounting principles, and whenever the Committee
determines that action is appropriate with respect to any Options granted under the
Plan to facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles, the Committee, in its sole discretion and on such
terms and conditions as it deems appropriate (except for any action which would subject
affected Options to, or result in a violation of, Section 409A of the Code), is hereby
authorized to take any one or more of the following actions prior to the occurrence of
such transaction or event: 






	 	i.	 	To provide for either (A) cancellation of
outstanding Options in exchange for an amount of cash and/or other
property, if any, equal to the amount that would have been attained
upon the exercise such Options (and, for the avoidance of doubt, if as
of the date of the occurrence of the transaction or event described in
this Section 8(b) the Committee determines in good faith that no amount
would have been attained upon the exercise of such Options, then such
Options may be cancelled by the
Company without payment) or (B) the replacement of such Options with
other rights or property selected by the Committee in its sole
discretion;




 


 









 











	 	ii.	 	To provide that outstanding Options be assumed
by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar options covering the
stock of the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices;






	 	iii.	 	To make adjustments in the number and type of
Shares of Company Stock subject to outstanding Options and/or in the
terms and conditions (including the grant and exercise price) of
outstanding Options and options which may be granted in the future;






	 	iv.	 	To provide that outstanding Options will be
exercisable or fully vested with respect to all Shares covered thereby;
and






	 	v.	 	To provide that outstanding Options cannot vest
or be exercised after such event.






	 	c.	 	Reservation of Rights. Except as provided in this Section, an Optionee
has no rights by reason of (i) any subdivision or consolidation of shares of stock of
any class, (ii) the payment of any dividend or (iii) any other increase or decrease in
the number of shares of stock of any class. Any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, will
not affect, and no adjustment by reason of it will be made with respect to, the number
or Exercise Price of Shares subject to an Option. The grant of an Option will not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, to
merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.





SECTION 9. SECURITIES LAW REQUIREMENTS




Shares may not be issued under the Plan unless the issuance and delivery of these Shares
comply with (or are exempt from) all applicable requirements of law, including (without limitation)
the Securities Act of 1933, as amended, the rules and regulations promulgated under it, state
securities laws and regulations, and the regulations of any stock exchange or other securities
market on which the Company’s securities then may be traded.



SECTION 10. NO RETENTION RIGHTS




Nothing in the Plan or in any Option granted under the Plan will confer on the Optionee any
right to continue in the employ of the Company for any period of time or will interfere with or
otherwise restrict the rights of the Company (or any Subsidiary) or of the Optionee, which rights
are expressly reserved by each, to terminate his or her employment at any time and for any reason.



SECTION 11. DURATION AND AMENDMENTS





	 	a.	 	Term of the Plan. Subject to the approval of the Company’s
shareholders, the Plan is effective as of March 8, 2011, the date of its adoption by
the Board. If the shareholders fail to approve the Plan within 12 months after its
adoption by the Board, any grants of Options that have already occurred will be
rescinded, and no additional grants will be made. The Plan will terminate
automatically on March 8, 2021, 10 years after its adoption by the Board, and may be
terminated on any earlier date pursuant to subsection (b) below.






	 	b.	 	Right to Amend or Terminate the Plan. The Board or the Committee may
amend, suspend or terminate the Plan at any time and for any reason. However, any
amendment of the Plan that increases the number of Shares available for issuance under
the Plan (except as provided in Section 8) or materially changes the class of persons
who are eligible for the grant of Options, and any amendment to the repricing provision
of Section 6(q) or the reloading provision of Section 6(r), is subject to the approval
of the Company’s shareholders. Shareholder approval will not be required for any other
amendment of the Plan.






	 	c.	 	Effect of Amendment or Termination. No Shares will be issued or sold
under the Plan after its termination, except on exercise of an Option granted prior to
the termination. No amendment,
suspension, or termination of the Plan will, without the consent of the holder, alter
or impair any rights or obligations under any Option previously granted under the Plan.




 


 









 










SECTION 12. APPLICABLE LAW




The Plan and all Options granted under it will be construed and interpreted in accordance
with, and governed by, the laws of the State of New York, other than its laws regarding choice of
law.



SECTION 13. SECTION 409A




All Options granted under this Plan are intended to be exempt from Section 409A of the Code
and will be construed accordingly. Notwithstanding any other provision of the Plan, the Committee
reserves the right to unilaterally amend or modify any Stock Option Agreement under the Plan to the
minimum extent necessary so that any Option granted qualifies for an exemption under Section 409A
of the Code. However, the Company will not be liable to any Optionee or beneficiary with respect
to any benefit related adverse tax consequences arising under Section 409A or other provision of
the Code.



SECTION 14. EXECUTION




To record the adoption of the Plan by the Board of Directors, the Company has caused its
authorized officer to execute it this
 _____ day of
 _____, 2011.



	 	 	 	 	 	 	 	 	 
	 	 	ASTRONICS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Its: