Blueprint





 







EXHIBIT 10.20

 


December
31, 2018


 


 


Mr.
Henry R. (Randy) Willis


325
Miami Ave


Indialantic,
Florida 32903


 


Dear
Randy:


 


BK
Technologies, Inc. (the “Company”) is providing
assistance to you in connection with your relocation from
Charlotte, North Carolina, to Brevard County, Florida, subject to
the terms and conditions herein and your execution of this letter
agreement.


 




1.

You served as Vice
President of Operations of the Company from August 1, 2017 (the
“Employment
Date”), to March 14, 2018, and were appointed as Chief
Operating Officer of the Company on March 14, 2018.






 




2.

You acknowledge
that in connection with your relocation to Brevard County, Florida,
the Company has previously paid you a cash amount of $16,000 as
assistance with your moving expenses.






 




3.

The Company will
pay an additional one-time cash amount of $30,000 (the
“Relocation
Allowance”) to you to offset potential losses incurred
by you in connection with the sale of your house located in
Charlotte, North Carolina. The Company will pay such Relocation
Allowance to you as soon as reasonably practicable, subject to your
execution of this letter agreement.






 




4.

You agree that if
your employment with the Company terminates either voluntarily
(other than for Good Reason) or for Cause, during (i) the period
beginning the date hereof and ending on the second anniversary of
the Employment Date, the entire Relocation Allowance provided to
you under this letter agreement will be immediately repayable to
the Company, (ii) the period beginning on the day following the
second anniversary of the Employment Date and ending on the third
anniversary of the Employment Date, two-thirds of the Relocation
Allowance provided to you under this letter agreement will be
immediately repayable to the Company, and (iii) the period
beginning on the day following the third anniversary of the
Employment Date and ending on the fourth anniversary of the
Employment Date, one-third of the Relocation Allowance provided to
you under this letter agreement will be immediately repayable to
the Company. Any such amounts that are repayable to the Company may
be deducted from any amounts otherwise payable to you by the
Company upon such termination. For purposes of this letter
agreement, “Cause” and “Good Reason” shall
be as defined in the Company’s 2017 Incentive Compensation
Plan (filed as Exhibit 4.5 to the Company’s Registration
Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission on June 15, 2017).






 




 








 






 




5.

This letter
agreement sets forth the understanding between the Company and you
related to your relocation and all prior agreements and
understandings between the Company and you with respect to payments
or reimbursements to be made in connection with your relocation are
hereby superseded and terminated. This letter agreement will be
construed and enforced in accordance with the laws of the State of
Florida, without reference to the choice of laws provisions
thereof. The invalidity or unenforceability of any provision of
this letter agreement will not affect the validity or
enforceability of any other provision of this letter agreement.
This letter agreement is not a contract of employment.






 


Randy,
we sincerely appreciate your willingness to relocate on behalf of
the Company, and we look forward to your continued efforts on
behalf of the Company. If these terms look acceptable to you,
please sign where indicated below and return one copy of this
letter agreement to me. This letter agreement, when executed by you
and returned to me, will constitute a binding agreement between the
Company and you that will be enforceable in accordance with its
terms and that cannot be modified or amended or, except as provided
herein, terminated other than by a written agreement executed by
the Company and you.


 


Sincerely,




 


 



/s/ Timothy A.
Vitou       







Timothy
A. Vitou


BK
Technologies, Inc.


President


 


I
hereby acknowledge my approval and acceptance of the foregoing
letter agreement between BK Technologies, Inc. and me.


 


 


Date:
December 31, 2018


 




 



/s/ Henry R.
Willis            








Henry
R. (Randy) Willis