Unassociated Document


     

    Exhibit
10.1

     

    AMENDED AND
RESTATED

    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of
the 28th day of
May 2010 by and between Aerosonic Corporation, hereinafter called the “Company,”
and P. Mark Perkins, hereinafter called “Executive,” and provides as
follows:

    


    RECITALS

    


    WHEREAS,
the Company and Executive entered into an employment agreement dated May 14,
2003, which was subsequently amended and restated on November 28, 2005 (the
“Amended Agreement”); and WHEREAS, the Company desires to amend and restate the
Amended Agreement on the terms and conditions hereafter set forth;
and.

    WHEREAS,
the parties have mutually agreed upon the terms and conditions of Executive’s
employment by the Company as hereinafter set forth.

    


    TERMS OF
AGREEMENT

    


    NOW,
THEREFORE, for and in consideration of the premises and of the mutual promises
and undertakings of the parties as hereinafter set forth, the parties covenant
and agree as follows:

    


    Section
1.                      Employment.  Executive
shall continue to be employed as Executive Vice President of Sales and Marketing
of the Company.  He shall perform such services for the Company as may
be assigned to Executive from time to time upon the terms and conditions
hereinafter set forth.  Executive shall report to the Chief Executive
Officer of the Company.

    


    Section
2.                      Term.  This
Agreement shall commence on 28 May 2010, (the “Effective Date”), and Executive’s
employment shall be “at will” and may be terminated by Executive or the Company
in accordance with Section 9 of this
Agreement.

    


    Section
3.                      Exclusive
Service.  Executive shall devote his best efforts and full time
to rendering services on behalf of the Company in furtherance of its best
interests.  Executive shall comply with all policies, standards and
regulations of the Company now or hereafter promulgated, and shall perform his
duties under this Agreement to the best of his abilities and in accordance with
standards of conduct applicable to an executive vice president of a publicly
traded company.

    


    Section
4.                      Salary.

    


    
      	
              (a)  

            	
              As
      compensation while employed hereunder, Executive, during his faithful
      performance of this Agreement, in whatever capacity rendered, shall
      receive an annual base salary of $172,224.00, payable on such terms and in
      a series of substantially equal installments according to the Company’s
      normal payroll practices.  The Company’s Board of Directors, in
      its discretion, may adjust Executive’s base salary during the term of this
      Agreement.

            


    

    


    
      	
              (b)  

            	
              The
      Company shall withhold state and federal income taxes, social security
      taxes and such other payroll deductions as may from time to time be
      required by law or agreed upon in writing by Executive and the
      Company.  The Company shall also withhold and remit to the
      proper party any amounts agreed to in writing by the Company and Executive
      for participation in any corporate sponsored benefit plans for which a
      contribution is required.

            


    

    


    
      	
              (c)  

            	
              Except
      as otherwise expressly set forth hereunder, no compensation shall be paid
      pursuant to this Agreement in respect of any month or portion thereof
      subsequent to any termination of Executive’s employment with the
      Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
5.                      Benefits.  Executive
shall be entitled to participate in or become a participant in any fringe
benefits and employee benefit plans maintained by the Company for which he is or
will become eligible on such terms as the Company’s Board of Directors may, in
its discretion, establish, modify or otherwise change, consistent with the terms
of any such employee benefit plan.  Executive shall be entitled to
four (4) ] weeks of paid vacation per year in accordance with the policies of
the Company.

    


    Section
6.                      Stock Incentive
Plan.  Executive will be entitled to participate in the
Company’s Stock Incentive Plan, as the Company’s Board of Directors, in its
discretion, may decide and to the extent permitted under the terms of the
plan.

    


    Section
7.                      Annual Cash Incentive
Program.  Executive will be entitled to participate in the
Company’s Annual Cash Incentive Program, as the Company’s Board of Directors, in
its discretion, may decide and in accordance with the terms of such
program.

    


    Section
8.                      Business
Expenses.  The Company shall reimburse Executive for reasonable
and customary business expenses incurred in the conduct of the Company’s
business.  Such expenses will include business meals, out-of-town
lodging and travel expenses, and membership dues and costs to attend meetings
and conventions of business-appropriate organizations and
associations.  Executive agrees to timely submit records and receipts
of reimbursable items and agrees that the Company can adopt reasonable rules and
policies regarding such reimbursement.  Each approved reimbursement
shall be made in no event later than December 31 of the year following the year
in which the expense was incurred.

    


    Section
9.                      Termination.

    
      	
              (a)  

            	
              Notwithstanding
      the cessation of Executive’s employment, the parties hereto shall be
      required to carry out any provisions of this Agreement which contemplate
      performance by them subsequent to such termination.  In
      addition, no termination shall affect any liability or other obligation of
      either party hereto which shall have accrued prior to such termination,
      including, but not limited to, any liability, loss or damage on account of
      breach.  No termination of employment shall terminate the
      obligation of the Company to make payments of any vested benefits provided
      hereunder or pursuant to any Executive benefit plan maintained by the
      Company in which Executive participates at the time of such termination or
      the obligations of Executive under Sections 10, 11 and
      12 of this Agreement.

            


    

    


    
      	
              (b)  

            	
              Executive’s
      employment hereunder may be terminated by Executive upon thirty (30) days
      written notice to the Company or at any time by mutual agreement in
      writing.

            


    

    


    
      	
              (c)  

            	
              This
      Agreement shall terminate upon the death of Executive; provided, however,
      that in such event, in addition to the compensation, (including salary and
      vested bonus, if any), accrued as of date of Executive’s death, the
      Company shall pay to the estate of Executive the salary which otherwise
      would have been payable to Executive from his date of death through then
      end of the month in which his death occurs in substantially equal
      installments at the time such payments would have been made in accordance
      with Section
      4(a) beginning with the pay date of the first full payroll period
      beginning immediately following the death of Executive, subject to Section
      24.

            


    

    


    
      	
              (d)  

            	
              The
      Company may terminate Executive’s employment other than for “Cause,” as
      defined in Section 9(e),
      at any time upon written notice to Executive, which termination shall be
      effective immediately.

            


    

    


    
      	
              (e)  

            	
              The
      Company shall have the right to terminate Executive’s employment under
      this Agreement at any time for Cause, which termination shall be effective
      immediately.  Termination for “Cause” shall include termination
      for Executive’s personal dishonesty, willful misconduct, breach of a
      fiduciary duty involving personal profit, willful violation of any law,
      rule or regulation (other than traffic violations or similar offenses),
      conviction of a felony or of a misdemeanor involving moral turpitude,
      misappropriation of the Company’s assets, or a material breach of any
      other provision of this Agreement.  In the event Executive’s
      employment under this Agreement is terminated for Cause, Executive shall
      thereafter have no right to receive any compensation or other benefits
      under this Agreement.

            


    

     

    
      
        
        

      

      
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              (f)  

            	
              The
      Company may terminate Executive’s employment under this Agreement, after
      having established Executive’s disability, by giving to Executive written
      notice of its intention to terminate his employment for disability and his
      employment with the Company shall terminate effective on the 90th day
      after receipt of such notice if within 90 days after such receipt
      Executive shall fail to return to the full-time performance of the
      essential functions of his position (and if Executive’s disability has
      been established pursuant to the definition of “disability” set forth
      below).  For purposes of this Agreement, “disability” means
      either (i) disability which after the expiration of more than 13
      consecutive weeks after its commencement is determined to be total and
      permanent by a physician selected and paid for by the Company or its
      insurers, and acceptable to Executive or his legal representative, which
      consent shall not be unreasonably withheld or (ii) disability as defined
      in the policy of disability insurance maintained by the Company for the
      benefit of Executive, whichever shall be more favorable to
      Executive.  Notwithstanding any other provision of this
      Agreement, the Company shall comply with all requirements of the Americans
      with Disabilities Act, 42 U.S.C. § 12101 et. seq.  Upon
      termination for disability, Executive in addition to the compensation
      (including salary and vested bonus, if any) accrued as of date of this
      termination, will also receive in substantially equal installments the
      salary that would otherwise would have been payable to Executive through
      the end of the month in which such termination occurs at the time such
      payments would have been made in accordance with Section 4(a)
      beginning with the pay date of the first full payroll period beginning
      immediately following the effective date of Executive’s termination of
      employment because of Executive’s disability, subject to Section
      24.

            


    

    


    
      	
              (g)  

            	
              In
      addition to the compensation (including salary and vested bonus, if any)
      accrued as of date of this termination, Executive is entitled to severance
      pay of six (6) months salary if Executive is terminated by the Company.
      Executive is not entitled to any severance if the termination is due to
      “Cause” as defined in Section
      9(e).  Payment of severance will be made in substantially
      equal installments according to the Company’s normal payroll practices as
      consistent with the payment of Executive compensation pursuant to Section
      4(a).

            


    

     

    Section
10.                      Confidentiality/Nondisclosure.  Executive
covenants and agrees that any and all information concerning the customers,
businesses and services of the Company of which he has knowledge or access as a
result of his association with the Company in any capacity, shall be deemed
confidential in nature and shall not, without the proper written consent of the
Company, be directly or indirectly used, disseminated, disclosed or published by
Executive to third parties other than in connection with the usual conduct of
the business of the Company.  Such information shall expressly
include, but shall not be limited to, information concerning the Company’s trade
secrets, business operations, business records, customer lists or other customer
information.  Upon termination of employment Executive shall deliver
to the Company all originals and copies of documents, forms, records or other
information, in whatever form it may exist, concerning the Company or its
business, customers, products or services.  In construing this
provision it is agreed that it shall be interpreted broadly so as to provide the
Company with the maximum protection.  This Section 10 shall not
be applicable to any information which, through no misconduct or negligence of
Executive, has previously been disclosed to the public by anyone other than
Executive.

    


    Section
11.                      Covenants Against
Competition.  Executive acknowledges that he will obtain from
the Company valuable information regarding the business of the Company, and that
the services to be rendered by Executive are of a special character which have
unique value to the Company, the loss of which will not be readily
calculable.  Executive further acknowledges that the customers of the
Company are located throughout the world, and the market of the Company has no
defined geographic boundaries, so a business could be located anywhere in the
world, and certainly within the United States, and compete with the
Company.  In view of the unique value to the Company of the services
of Executive and in light of the confidential information to be obtained by or
disclosed to Executive as hereinabove set forth, including access to the
business plans and methods of operation of the Company, and as a material
inducement to the Company to employ Executive, he covenants and agrees as
follows:

     

    
      	
              (a)  

            	
              Commencing
      with the date of this Agreement and continuing for a period of six (6)
      months after he ceases to be employed by the Company for any reason,
      Executive shall not, directly or indirectly, recruit, solicit for
      employment or employ any person who was an employee of the Company at any
      time during the twelve (12) months preceding the cessation of Executive’s
      employment.

            


    

    


    
      
        
        

      

      
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    Section
13.                      Remedies.  Executive
agrees that a breach of any of the covenants set forth in Sections 10 or 11 or
their subparts would result in irreparable injury and damage to the Company for
which it would have no adequate remedy at law; and Executive further agrees that
in the event of such a breach, the Company shall be entitled to an immediate
injunction to prevent such violations.  In the event an action is
brought in regard to the covenants set forth in Sections 10 or 11,
the prevailing party shall be entitled to receive all costs and attorneys’ fees
as a result of such breach.

    


    Section
13.                      Reasonableness of
Restrictions.  Executive has carefully read and considered the
provisions of Sections
10 and 11 hereof and, having done so, agrees that the restrictions set
forth in such Sections (including but not limited to, the time period of the
restrictions, the geographic restrictions and the restrictions on the scope of
activity set forth in Section 11 hereof)
are fair and reasonable and are reasonably required for the protection for the
interests of the Company, its officers, directors, and other
employees.

    


    Section
14.                      Governing
Law.  This Agreement shall be subject to and construed in
accordance with the laws of the State of Florida, without giving effect to its
principles of conflict of laws.

    


    Section
15.                      Venue.  Executive
agrees that, at the option of the Company, any action brought to enforce or to
test the enforceability of any provision of this Agreement, may be brought in
either the United States District Court for the Middle District of Florida or
the Circuit Court of Pinellas County, Florida.

    


    Section
16.                      Continued
Validity.  In the event that any of the provisions of Sections 10 or 11 (or
their subparts) hereof shall be held to be invalid or unenforceable, the
remaining provisions shall nevertheless continue to be valid and enforceable as
though the invalid or unenforceable parts had not been included
therein.  In the event that any provisions of Section 11 relating
to geographic scope, time period and/or restricted activity shall be declared by
a court of competent jurisdiction to exceed the maximum time period or
restrictions on activities such court deems reasonable and enforceable, the
parties agree that said geographic scope, time period, and/or other restrictions
may be modified by the court in a manner which such court deems reasonable and
enforceable.

    


    Section
17.                      Assignability.  This
Agreement shall be binding upon and inure to the benefit of the Company, and may
be assigned by the Company to any person or firm who may succeed to the majority
of the assets of the Company.  This Agreement shall not be assignable
by Executive.

    


    Section
18.                      Notices.  Any
and all notices, designations, consents, offers, acceptance or any other
communications provided for herein shall be given in writing and shall be deemed
properly delivered if delivered in person or by registered or certified mail,
return receipt requested, addressed in the case of the Company to its registered
agent or in the case of Executive to his last known address.

     

    Section
19.                      Entire
Agreement.

     

    
      	
              (a)  

            	
              This
      Agreement constitutes the entire agreement among the parties with respect
      to the subject matter hereof and supersedes any and all other agreements,
      either oral or in writing, among the parties hereto with respect to the
      subject matter hereof.

            


    

    


    
      	
              (b)  

            	
              This
      Agreement may be executed in one or more counterparts, each of which shall
      be considered an original copy of this Agreement, but all of which
      together shall evidence only one
agreement.

            


    

    


    
      
        
        

      

      
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    Section
20.                      Amendment and
Waiver.  This Agreement may not be amended except by an
instrument in writing signed by or on behalf of each of the parties
hereto.  No waiver of any provision of this Agreement shall be valid
unless in writing and signed by the person or party to be charged.

    


    Section
21.                      Case and
Gender.  Wherever required by the context of this Agreement,
the singular or plural case and the masculine, feminine and neuter genders shall
be interchangeable.

    


    Section
22.                      Captions.  The
captions used in this Agreement are intended for descriptive and reference
purposes only and are not intended to affect the meaning of any Section
hereunder.

    


    Section
23.                      Section
409A.  This Agreement is intended to comply with the applicable
requirements of Section 409A of the Code and shall be construed and interpreted
in accordance therewith.  Notwithstanding the preceding, the Company
shall not be liable to Executive or any other person if the Internal Revenue
Service or any court or other authority having jurisdiction over such matter
determines for any reason that any payments under this Agreement are subject to
taxes, penalties or interest as a result of failing to comply with Section 409A
of the Code.

    


    Section
24.                      Delay of
Payment.  Notwithstanding any other provision of this
Agreement, if Executive is a “specified employee” within the meaning of Section
409A of the Code, to the extent necessary to comply with Section 409A of the
Code, no payments (which are not otherwise exempt) may be made hereunder before
the date which is six months after Executive’s separation from service or, if
earlier, his death.  Any amounts which would have otherwise been
required to be paid during such six months or, if earlier, until Executive’s
death, shall be paid to Executive in one lump sum cash payment as soon as
administratively practical after the date which is six months after Executive’s
separation from service or, if earlier, after Executive’s death.  Any
other payments scheduled to be made under this Agreement shall be made and
provided at the times otherwise designated in this Agreement disregarding the
delay of payment for the payments described in this Section
24.  Additionally, notwithstanding any other provision of this
Agreement, Executive will only be entitled to receive payment on termination of
his employment when the termination of employment qualifies as a “separation
from service” within the meaning of Section 409A of the Code.

    


    


    [Signature
Page Follows]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the Company has
caused this Agreement to be signed by its duly authorized officer and Executive
has hereunto set his hand and seal on the day and year first above
written.

     

    
      
        	 	AEROSONIC
      CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Douglas
      J. Hillman	 
	 	 	Douglas
      J. Hillman,	 
	 	 	President
      and Chief Executive Officer	 
	 	 	 	 


      

      
        	 	EXECUTIVE	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ P.
      Mark Perkins	 
	 	 	P.
      Mark Perkins,	 
	 	 	Executive
      Vice President of Sales
      and Marketing	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
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