EXHIBIT 10.33**EXECUTIVE EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into between Duane D. Deaner(“Executive”) and Environmental Tectonics Corporation (the “Company”), collectively referred to asthe “Parties,” with an “Effective Date” of November 1, 2005.     1. Executive’s Position/Duties. During the term of this Agreement, Executive will beemployed as the Chief Financial Officer of the Company, and shall have all of the duties andresponsibilities of that position. Executive shall be considered a key employee of the Company andshall be entitled to all the Company benefits afforded to key employees. Executive agrees todedicate all of his working time (during normal working hours other than during excused absencessuch as for illness or vacation), skill and attention to the business of the Company, agrees toremain loyal to the Company, and not to engage in any conduct that creates a conflict of interestto, or damages the reputation of, the Company.     2. Term of Employment. The term of this Agreement shall be for a period of two years.Executive’s employment under this Agreement will commence on the Effective Date, and will continuefor a period of two years, unless terminated earlier in accordance with the provisions of thisAgreement. The Company shall, at least six months prior to each scheduled expiration of thisAgreement, provide Executive with written acknowledgment of the renewal of Executive’s employmentwith the Company for a period of two years from the end of the current term (the“Acknowledgement”). If the Company fails to provide the Acknowledgement, and such failure is notcured within ten (10) days of the Company receiving notice by Executive of
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this failure, the Executive shall be entitled to terminate his employment with the Companypursuant to Section 4 and receive the benefits set forth in Section 5(a).     3. Compensation.          (a) Base Salary. During the term of this Agreement, the Company shall provideExecutive with a base salary (“Base Salary”) as shall be determined by the President of the Company(the “President”) and as set forth on Exhibit “A” hereto; provided,however, that such Base Salary shall not be reduced unless such reduction is pursuant andproportionate to a company-wide reduction (“Salary Reduction”) of all base salaries for managementpersonnel. Base Salary shall be subject to increase (a “Salary Increase”) based on Executive’sannual performance review as conducted by the President. Base Salary shall be paid in accordancewith the Company’s normal payroll policies.          (b) Bonuses/Distributions. Each year during the term of this Agreement, the Companyshall provide Executive with a bonus based on the formula and targets established under and inaccordance with the Company’s Key Management Bonus Plan to be set forth on Exhibit “B”hereto and as administered by the President. Executive may receive additional bonuses at thediscretion of the President.          (c) Benefits. Executive shall be entitled to all benefits, including, but not limitedto participation in any compensation plan, health, dental and insurance program, pension plans,profit sharing, vacation, sick leave, expense accounts, and retirement benefit, all as affordedother management personnel or as determined by the President.          (d) Expenses. The Company shall reimburse Executive for reasonable expenses incurredin the performance of his duties and services hereunder and in furtherance of
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the business of the Company, in accordance with the policies and procedures established by theCompany.     4. Termination of Employment. Executive’s employment with the Company may beterminated as follows:          (a) Death. In the event of Executive’s death, Executive’s employment will beterminated immediately.          (b) Disability. In the event of Executive’s Disability, as defined below, Executive’semployment will be terminated upon thirty-days (30) written notice. “Disability” shall mean awritten determination by a physician mutually agreeable to the Company and Executive (or, in theevent of Executive’s total physical or mental disability, Executive’s legal representative) thatExecutive is physically or mentally unable to perform his duties as Chief Financial Officer underthis Agreement and that such disability can reasonably be expected to continue for a period of six(6) consecutive months or for shorter periods aggregating one hundred eighty (180) days in any12-month period.          (c) Termination by the Company for Cause or by Executive without Good Reason. TheCompany shall be entitled to terminate Executive’s employment upon thirty (30) days written noticeif it has “Cause,” which shall mean any of the following: (i) a documented repeated and willfulfailure by Executive to perform his duties, but only after the President’s written demand and onlyif termination is effected by action taken by a vote of (A) prior to a Change in Control (asdefined below), at least a majority of the directors of the Company then in office, or (B) after aChange in Control, at least 80% of the non-officer directors then in office of the Company, (ii)Executive is convicted of a felony or enters a plea of guilty or nolo contendere to a felony, acrime of falsehood or a crime involving fraud or moral turpitude or the actual
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incarceration of Executive for at least forty-five (45) consecutive days, (iii) conduct byExecutive constituting moral turpitude, or (iv) conduct by Executive involving dishonesty inbusiness dealings that are directly and materially injurious to the Company. Executive shall alsobe entitled to terminate this Agreement upon thirty-days (30) written notice without Good Reason(as defined herein).          (d) Without Cause. Either the Company or Executive may terminate Executive’semployment at any time without cause upon ninety (90) days written notice; provided,however, that if a Change of Control has occurred Executive may terminate his employmentupon thirty (30) days written notice.          (e) Termination by Executive with Good Reason. Executive shall be entitled toterminate his employment upon thirty (30) days written notice after the occurrence of any of thefollowing events (each of which shall constitute “Good Reason”):               (i) prior to a Change in Control:                    A. a change in Executive’s status or position, or anymaterial diminution in his duties orresponsibilities;                    B. a reduction in Base Salary, other than a Salary Reduction;                    C. a failure to increase Base Salary consistent withExecutive’s performance review within atwenty-four (24) month period since the previous Salary Increase; provided,however, that such period shall not apply if there are no increases of base salaries on acompany-wide basis for the Company’s management personnel or if there is a voluntary deferral byExecutive of the last Company offered Salary Increase;                    D. failure of the Company, which is not cured within ten(10) days of receiving notice byExecutive of such failure, to deliver the Acknowledgment to
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Executive at least six months prior to any scheduled expiration of the Agreement; or                    E. any purported termination of Executive’s employment whichis not in accordance with theterms of this Agreement; and                    (ii) after a Change in Control:                    A. a change in Executive’s status or position, or anymaterial diminution in his duties orresponsibilities;                    B. any increase in Executive’s duties inconsistent with hisposition;                    C. any reduction in Base Salary;                    D. a failure to increase Base Salary consistent withExecutive’s performance review within atwelve (12) month period since the most recent of either the last Salary Increase or theExecutive’s most recent performance review;                    E. a failure to continue in effect any Employee Benefit Plan (assuch term is defined in theEmployee Retirement Income Security Act of 1974 (“ERISA”), Section 3(3)) in which Executiveparticipates, including (whether or not they constitute Employee Benefit Plans) incentive bonus,stock option, or other qualified or nonqualified plans of deferred compensation (x) other than as aresult of the normal expiration of such a plan, or (y) unless such plan is merged or consolidatedinto, or replaced with, a plan with benefits which are of equal or greater value;                    F. requiring Executive to be based anywhere other than the countywhere their principal officewas located immediately prior to the Change in Control;                    G. refusal to allow the Executive to attend to matters or engagein activities in which he waspermitted to engage prior to the Change in Control;
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                    H. failure of the Company, which is not cured within ten(10) days of receiving notice byExecutive of such failure, to deliver the Acknowledgment to Executive at least six months prior toany scheduled expiration of the Agreement;                    I. failure to secure the affirmation by a Successor, within three(3) business days prior to aChange in Control, of this Agreement and the continuing obligations hereunder (or where the Companydoes not have at least three (3) business days advance notice that a Person may become a Successor,within one (1) business day after having notice that such Person may become or has become aSuccessor). “Person” has the same meaning as such term has for purposes of Sections 13(d) and14(d) of the Securities Exchange Act of 1934, as amended and as the same may be amended from timeto time (the “1934 Act”). “Successor” means any Person that succeeds to, or has the practicalability to control (either immediately or with the passage of time), the Company’s businessdirectly, by merger or consolidation, or indirectly, by purchase of the Company’s voting securitiesor all or substantially all of its assets; or                    J. any purported termination of Executive’s employment whichis not in accordance with theterms of this Agreement.Notwithstanding anything herein to the contrary, at the election of Executive, beginning onehundred eighty-one (181) days following a Change in Control and continuing through the firstanniversary of such Change in Control, Executive may terminate his employment upon thirty (30) dayswritten notice for any reason or no reason and such termination will be treated as having occurredfor Good Reason.          (f) Change of Control. A “Change in Control” of the Company, means the occurrence ofany of the following events:               (i) any Person (except (A) the Company or any affiliate of the
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Company, or (B) any Employee Benefit Plan (or any trust forming a part thereof) maintained bythe Company or any Subsidiary of the Company) is or becomes the beneficial owner, directly orindirectly, of the Company’s securities representing 30.0% or more of the combined voting power ofthe Company’s then outstanding securities, other than pursuant to a transaction described in clause(iii). “Subsidiary” means, with respect to any corporation, any business entity of which amajority of its voting power or its equity securities or equity interests is owned, directly orindirectly, by such corporation;               (ii) there occurs a sale, exchange, transfer or other disposition of substantiallyall of theassets of the Company to another entity, except to an entity controlled directly or indirectly bythe Company;               (iii) there occurs a merger, consolidation, share exchange, tender offer, divisionor otherreorganization of or relating to the Company, unless                    A. the shareholders of the Company immediately before suchmerger, consolidation, shareexchange, division or reorganization own, directly or indirectly, immediately thereafter at least66-2/3% of the combined voting power of the outstanding voting securities of the Surviving Company(as defined below) in substantially the same proportion as their ownership of the voting securitiesimmediately before such merger, consolidation, share exchange, division or reorganization; and                    B. the individuals who, immediately before such merger,consolidation, share exchange,division or reorganization, are members of the Incumbent Board (as defined below) continue toconstitute at least two-thirds of the board of directors of the Surviving Company; provided,however, that if the election, or nomination for election by the Company’s shareholders, of any newdirector was approved by a vote of at least two-thirds of the
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Incumbent Board, such director shall, for the purposes hereof, be considered a member of theIncumbent Board; and provided further, however, that no individual shall be considered a member ofthe Incumbent Board if such individual initially assumed office as a result of either an actual orthreatened Election Contest or Proxy Contest (as both such terms are defined below), including byreason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; and                    C. no Person (except (x) the Company or any Subsidiary ofthe Company, (y) any EmployeeBenefit Plan (or any trust forming a part thereof) maintained by the Company or any Subsidiary ofthe Company, or (z) the Surviving Company or any Subsidiary of the Surviving Company) hasbeneficial ownership of 30.0% or more of the combined voting power of the Surviving Company’soutstanding voting securities immediately following such merger, consolidation, share exchange,tender offer, division or reorganization. “Surviving Company” means the business entity that is aresulting company following a merger, consolidation, share exchange, division or otherreorganization of or relating to the Company. “Incumbent Board” means the Board of Directors of theCompany as constituted at any relevant time. “Election Contest” means a solicitation with respectto the election or removal of directors that is subject to the provisions of Rule 14a-11 of the1934 Act. “Proxy Contest” means the solicitation of proxies or consents by or on behalf of a Personother than the Board of Directors;               (iv) a plan of liquidation or dissolution of the Company, other than pursuant to bankruptcy orinsolvency laws, is adopted; or               (v) during any period of two consecutive years, individuals who, at the beginning of suchperiod, constituted the Board of Directors cease for any reason to constitute at least a majorityof the Board of Directors, unless the election, or the nomination for election by
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the Company’s shareholders, of each new director was approved by a vote of at least two-thirdsof the directors then still in office who were directors at the beginning of the period; provided,however, that no individual shall be considered a member of the Board of Directors at the beginningof such period if such individual initially assumed office as a result of either an actual orthreatened Election Contest or Proxy Contest, including by reason of any agreement intended toavoid or settle any Election Contest or Proxy Contest.Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred if a Personbecomes the beneficial owner, directly or indirectly, of securities representing 30.0% or more ofthe combined voting power of the Company’s then outstanding securities solely as a result of anacquisition by the Company of its voting securities which, by reducing the number of sharesoutstanding, increases the proportionate number of shares beneficially owned by such Person;provided, however, that if a Person becomes a beneficial owner of 30.0% or more of the combinedvoting power of the Company’s then outstanding securities by reason of share repurchases by theCompany and thereafter becomes the beneficial owner, directly or indirectly, of any additionalvoting securities of the Company, then a Change in Control shall be deemed to have occurred withrespect to such Person under clause (i).Notwithstanding anything contained herein to the contrary, if the Executive’s employment isterminated and he reasonably demonstrates that such termination (x) was at the request of a thirdparty who has indicated an intention of taking steps reasonably calculated to effect a Change inControl and who effects a Change in Control, or (y) otherwise occurred in connection with, or inanticipation of, a Change in Control which actually occurs, then for all purposes hereof, a Changein Control shall be deemed to have occurred on the day immediately prior to the date of thetermination of Executive’s employment.
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     5. Compensation and Benefits Upon Termination.          (a) If Executive’s employment is terminated for Good Reason, without Cause or by reason ofDisability:               (i) Base Salary and Payment Schedule. The Company shall, for a period of twenty-four(24) months from the date of termination, pay to Executive the highest Base Salary paid during theperiod including the year in which such termination occurs and the preceding two (2) years, inaccordance with the normal payroll policies of the Company. Executive shall also be entitled to apayment (“Vacation Payment”) attributable to Base Salary for unused vacation accrued. Such VacationPayment shall be made to Executive in a lump sum within thirty-days (30) following the date ofExecutive’s termination of employment.               (ii) Bonus. The Company shall, for a period of twenty-four (24) months from thedateof termination, pay Executive an amount equal to the highest bonus payment made to Executive duringthe preceding two (2) years pursuant to any Company incentive bonus plan.               (iii) Contribution Plans. The Company shall, for a period of twenty-four months fromthe date of termination, pay Executive an amount equal to the highest amounts contributed to allCompany tax qualified and non-qualified contribution plans (other than Executive’s owncontributions) in the year of Executive’s termination of employment or the proceeding two (2)years;               (iv) Medical Benefits. Executive will be eligible to:               (v) elect individual and dependent continuation group health and (if applicable) dentalcoverage, as provided under Section 4980B(f) of the Internal Revenue Code (“COBRA”), for themaximum COBRA coverage period available, subject to all conditions and
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limitations (including payment of premiums and cancellation of coverage upon obtainingduplicate coverage or Medicare entitlement). If Executive or one or more of Executive’s covereddependents elects COBRA coverage, then the Company shall pay the cost of the COBRA coverage for aperiod of twenty-four (24) months from the date of termination; or               (vi) receive payments from the Company in equal amounts to payments the Company would have tomake pursuant to 5(a)(iii)(A) above.               (vii) Benefit Plans. Executive shall continue to accrue additional benefits under anyCompany tax-qualified or non-tax qualified defined benefit plan (each a “Defined Benefit Plan”) forperiod of twenty-four months from the date of termination based on the highest compensation paid toExecutive in the year of Executive’s termination of employment or the proceeding two (2) years.Any payments due to Executive pursuant to this Section 5(a)(v) shall be made in accordance with theapplicable Defined Benefit Plan.               (viii) Offset. If such termination is due to Disability, the Company shall have theright to offset any payments made to Executive pursuant to this Section 5(a) by any amounts paid toExecutive pursuant to any Company disability plan.               (ix) Disability Benefits. If such termination is due to Disability, Executive shallbe eligible to:               (x) elect to continue to receive all disability benefits pursuant to any Company disabilityplan for the remaining term of this Agreement. If Executive elects to continue to receivedisability benefits, then the Company shall pay all costs related to Executive’s continuedparticipation in the disability plan; or               (xi) receive tax-effected payments from the Company in equal amounts to payments the Companywould have to make pursuant to 5(a)(vii)(A) above.
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          (b) If Executive’s employment is terminated by reason of Death:               (i) Base Salary and Payment Schedule. The Company shall for one (1) year pay toExecutive’s legal representative the highest Base Salary paid during the period including the yearin which such termination occurs and the preceding two (2) years, in accordance with the normalpayroll policies of the Company;               (ii) Bonus. The Company shall for one (1) year, pay Executive’s legalrepresentativean amount equal to the highest payment made to Executive during the preceding two (2) yearspursuant to any Company incentive bonus plan.               (iii) Contribution Plans. The Company shall for one (1) year, pay Executive’slegalrepresentative an annual amount equal to the highest amounts contributed to all tax qualified andnon-qualified contribution plans (other than Executive’s own contributions) in the year ofExecutive’s termination of employment or the proceeding two (2) years;               (iv) Medical Benefits. Executive’s covered dependants will be eligible to:               (v) elect individual and dependent continuation group health and (if applicable) dentalcoverage, as provided under Section 4980B(f) of the Internal Revenue Code (“COBRA”), for themaximum COBRA coverage period available, subject to all conditions and limitations (includingpayment of premiums and cancellation of coverage upon obtaining duplicate coverage or Medicareentitlement). If Executive’s covered dependents elect COBRA coverage, then the Company shall paythe cost of the COBRA coverage for a period of twenty-four (24) months from the date oftermination. Executive’s covered dependents shall be responsible for paying the full cost of theCOBRA coverage (including the administrative charge) after the earlier of (x) a term of one (1)year; or (y) eligibility for coverage under another
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employer’s medical plan; or               (vi) receive payments from the Company in equal amounts to payments the Company would have tomake pursuant to 5(b)(iv)(A) above.               (vii) Benefit Plans. Executive shall continue to accrue additional benefits under anyCompany tax-qualified or non-tax qualified defined benefit plan (each, a “Defined Benefit Plan”)for one (1) year based on the highest compensation paid to Executive in the year of Executive’stermination of employment or the proceeding two (2) years. Any payments due to Executive’s legalrepresentative pursuant to this Section 5(b)(v) shall be made in accordance with the applicableDefined Benefit Plan.          (c) If Executive’s employment is terminated by Executive without Good Reason or by the Companyfor Cause, the Company will pay to Executive all Base Salary, at the rate then in effect, accruedthrough the date of Executive’s termination of active employment and Executive shall also beentitled to a Vacation Payment attributable to Base Salary for unused vacation accrued. SuchVacation Payment shall be made to Executive in a lump sum within thirty-days (30) following thedate of Executive’s termination of employment.     6. Funding of Termination Compensation and Benefits. If this Agreement is terminated(a) by the Company without Cause or by the Executive for Good Reason and (b) a Change in Controlhas occurred, Executive may require that (x) all compensation and benefits payable to Executivepursuant to Section 5 shall be secured through a grantor trust, letter of credit, or similararrangement and (y) that the present value of certain compensation (including, without limitation,Base Salary, Bonus and Vacation Payment) payments shall be paid to Executive in one lump sumpayment.
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     7. Gross-Up. If there is a change in control of the Company (within the meaning ofSection 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), the Company shall berequired to pay (the “Gross-Up Payment”) to Executive or on his behalf any excise taxesimposed on any payments and benefits paid to Executive pursuant to Section 5 hereof. The Companyshall also pay any additional income tax liability imposed on Executive as a result of the Gross-UpPayment.     8. Offset for Severance Pay. The Company shall have the right to offset any paymentsand benefits made to Executive pursuant to Section 5 by any payments made to Executive pursuant toany severance agreement or policy.     9. No Mitigation. Upon termination of Executive’s employment (i) without Cause, (ii)for Good Reason, or (iii) in any case after a Change in Control, Executive shall not be required tomitigate damages with respect to the amount of any payment provided under this Agreement by seekingother employment or otherwise, nor shall the amount of any payment provided under this Agreement bereduced by retirement benefits, deferred compensation or any compensation earned by Executive as aresult of employment by another employer.     10. D&O Insurance. The Company shall provide Executive with commercially reasonabledirector and officer liability insurance at all times during the term of this Agreement (includingany renewal term), and for a period of six (6) years following the expiration or termination ofthis Agreement.     11. Confidentiality/Settlement of Existing Rights.          (a) In order to induce Executive to enter into this Agreement, and in order to enableExecutive to provide services on behalf of the Company, during the term of this Agreement, theCompany will provide Executive with access to certain trade secrets and
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confidential or proprietary information belonging to the Company, which may include, but isnot limited to, the identities, customs, and preferences of the Company’s existing and prospectiveclients, customers, tenants or vendors; the identities and skills of the Company’s employees; theCompany’s methods, procedures, analytical techniques, and models used in providing products andservices, and in pricing or estimating the cost of such products and services; the Company’sfinancial data, business and marketing plans, projections and strategies; customer lists and data;tenant lists and data, vendor lists and data; training manuals, policy manuals, and quality controlmanuals; software programs and information systems; and other information relating to thedevelopment, marketing, and provision of the Company’s products, services, and systems (i.e.,“Confidential Information”). Executive acknowledges that this Confidential Information constitutesvaluable, special and unique property of the Company.          (b) Executive agrees that, except as may be necessary in the ordinary course of performing hisduties under this Agreement, Executive shall not, without prior express written consent of theCompany (i) use such Confidential Information for Executive’s own benefit or for the benefit ofanother; or (ii) disclose, directly or indirectly, such Confidential Information to any person,firm, corporation, partnership, association, or other entity (except for authorized personnel ofthe Company) at any time prior or subsequent to the termination or expiration of this Agreement.          (c) By this Agreement, the Company is providing Executive with rights that Executive did notpreviously have. In exchange for the foregoing and the additional terms agreed to in thisAgreement, Executive agrees that all Company Proprietary and Confidential Information learned ordeveloped by Executive during past employment with the Company and all goodwill developed with theCompany’s clients, customers and other business contacts by
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Executive during past employment with the Company is now the exclusive property of theCompany, and will be used only for the benefit of the Company, whether previously so agreed or not.Executive expressly waives and releases any claim or allegation that he should be able to useclient and customer goodwill, specialized Company training, or Confidential Information, that waspreviously received or developed by Executive while working for the Company for the benefit of anycompeting person or entity.     12. Return of Company Property. Executive acknowledges that all memoranda, notes,correspondence, databases, discs, records, reports, manuals, books, papers, letters, CD ROMs, keys,passwords and access codes, client/customer/vendor/supplier profile data, contracts, orders, andlists, software programs, information and records, and other documentation (whether in draft orfinal form) relating to the Company’s business, and any and all other documents containingConfidential Information furnished to Executive by any representative of the Company or otherwiseacquired or developed by him in connection with his association with the Company (collectively,“Recipient Materials”) shall at all times be the property of the Company. Within seventy-two (72)hours of the termination of his relationship with the Company, Executive promises to return to theCompany any Recipient Materials that are in his possession, custody or control, regardless ofwhether such Materials are located in Executive’s office, automobile, or home or on Executive’sbusiness or personal computers. Executive also shall authorize and permit the Company to inspectall computer drives used or maintained by Executive during his employment or consulting at theCompany and, if necessary, to permit the Company to delete any Recipient Materials or ProprietaryInformation contained on such drives.
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     13. Protective Covenants. Executive agrees that the following covenants arereasonable and necessary agreements for the protection of the business interests covered in thefully enforceable, ancillary agreements set forth in this Agreement:          (a) No Interference with Client/Customer Relationships. Executive agrees that, forone year after Executive’s employment with the Company ceases, Executive will not induce or attemptto induce any client or customer of the Company to diminish, curtail, divert, or cancel itsbusiness relationship with the Company. This paragraph is geographically limited to a fifty-mile(50) radius of Southampton, Pennsylvania.          (b) No Unfair Competition. Executive agrees that for one year after Executive’semployment with the Company ceases, Executive will not participate in, work for, or assist aCompeting Business in any capacity (as owner, employee, consultant, contractor, officer, director,lender, investor, agent, or otherwise), unless given the prior written consent of the Board to doso. This restriction is limited to a fifty-mile (50) radius of Southampton, Pennsylvania. Nothingherein will prohibit ownership of less than 5% of the publicly traded capital stock of acorporation so long as this is not a controlling interest, or ownership of mutual fund investments.          (c) Remedies. In the event of breach or threatened breach by Executive of anyprovision of Section 11, 12 or 13 hereof, the Company shall be entitled to (i) injunctive relief bytemporary restraining order, temporary injunction, and/or permanent injunction; (ii) recovery ofall attorneys’ fees and costs incurred by the Company in obtaining such relief; and (iii) any otherlegal and equitable relief to which may be entitled, including, without limitation, any and allmonetary damages that the Company may incur as a result of said breach or threatened breach, ineach case without the necessity of posting any bond. The Company may pursue any
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remedy available, including declaratory relief, concurrently or consecutively in any order asto any breach, violation, or threatened breach or violation, and the pursuit of one such remedy atany time will not be deemed an election of remedies or waiver of the right to pursue any otherremedy.     14. Arbitration. If any dispute shall arise between any of the parties hereto withreference to the interpretation of this Agreement or their rights with respect to any transactioninvolved, the dispute shall be settled solely and exclusively through arbitration in accordancewith the rules of the American Arbitration Association; provided, however, thatCompany shall remain entitled to all remedies under Section 13(c).     15. Merger or Acquisition; Disposition and Assignment. In the event the Companyshould consolidate, or merge into another entity, or transfer all or substantially all of itsassets or operations to another Person, or divide its assets or operations among a number ofentities, this Agreement shall continue in full force and effect with regard to the survivingentity and may be assigned by the Company if necessary to achieve this purpose. Executive’sobligations under this Agreement are personal in nature and may not be assigned by Executive toanother Person.     16. Payment of Fees and Expenses Relating to Agreement. The Company shall reimburseExecutive for all fees and expenses incurred in connection with enforcing this Agreement (includingwithout limitation, attorneys’ fees).     17. Notices. All notices, requests, consents, and other communications under thisAgreement shall be in writing and shall be deemed to have been delivered on the date personallydelivered or on the date deposited in a receptacle maintained by the United States Postal Servicefor such purpose, postage prepaid, by certified mail, return receipt requested, or by express mailor overnight courier, addressed to the address indicated under the signature block for that party
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provided below. Either party may designate a different address by providing written notice ofa new address to the other party.     18. Severability. If any provision contained in this Agreement is determined to bevoid, illegal or unenforceable by a court of competent jurisdiction, in whole or in part, then theother provisions contained herein shall remain in full force and effect as if the provision thatwas determined to be void, illegal, or unenforceable had not been contained herein. In making anysuch determination, the determining court shall deem any such provision to be modified so as togive it the maximum effect permitted by applicable law.     19. Waiver, Construction and Modification. The waiver by any party hereto of a breachof any provision of this Agreement shall not operate or be construed as a waiver of any subsequentbreach by any party. This Agreement may not be modified, altered or amended except by writtenagreement of all the parties hereto.     20. Governing Law and Venue. It is the intention of the parties that the laws of theCommonwealth of Pennsylvania should govern the validity of this Agreement, the construction of itsterms, and the interpretation of the rights and duties of the parties hereto without regard to anycontrary conflicts of laws principles. The agreed upon venue and personal jurisdiction for theparties on any claims or disputes under this Agreement is Bucks County, Pennsylvania.     21. Representation of Executive. Executive hereby represents and warrants to theCompany that Executive has not previously assumed any obligations that would prevent him fromaccepting, retaining and/or engaging in full employment with the Company, or which Executive couldviolate in the ordinary course of his duties for the Company. Further, Executive hereby representsand warrants to the Company that Executive has not previously assumed any obligations that areinconsistent with those contained in this Agreement, and that he will not use,
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disclose, or otherwise rely upon any confidential information or trade secrets derived fromany previous employment, if Executive has any, in the performance of his duties on behalf of theCompany. Further, Executive acknowledges that he has read and is fully familiar with the terms ofthis Agreement, has had a reasonable opportunity to consider this Agreement and to seek legalcounsel, and after such review, Executive stipulates that the promises made by him in thisAgreement are not greater than necessary for the protection of the Company’s good will and otherlegitimate business interests and do not create undue hardship for Executive or the public.     22. Complete Agreement. This Agreement contains the complete agreement andunderstanding concerning the employment arrangement between the parties and will supersede allother agreements, understandings or commitments between the parties as to such subject matter. Theparties agree that neither of them has made any representations concerning the subject matter ofthis Agreement except such representations as are specifically set forth herein. The parties agreethat, except as specifically contemplated by this Agreement, this Agreement supersedes any otheragreement, plan or arrangement that may now exist that may otherwise apply to or include Executiveregarding employment, compensation, bonus, severance or retention benefits, that any suchagreements, plans or arrangements are hereby terminated with respect to Executive and that none ofthe Company nor any affiliate of the Company will have any liability or obligation to Executive,his heirs, successors or beneficiaries with respect to the existence or termination of any suchagreements, plans or arrangements, notwithstanding the terms of any of them.     23. Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the Company, its successors, legal representatives and assigns, and upon Executive, hisheirs, executors, administrators, representatives and assigns. It is specifically agreed that
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upon the occurrence of any of the events specified in Section 15 above, the provisions of thisAgreement shall be binding upon and inure to the benefit of and be assumed by any surviving orresulting Person or any such Person to which such assets shall be transferred.     24. Captions. The Section and other headings used in this Agreement are for theconvenience of the parties only, are not substantive and shall not affect the meaning orinterpretation of any provision of this Agreement.     25. Counterparts. This Agreement may be signed in counterparts, which together shallconstitute one and the same agreement.
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     IN WITNESS WHEREOF, and intending to be legally bound, the parties agree to each of theforegoing terms.           EXECUTIVE:             By:                      Duane D. Deaner             707 Crestbrook Avenue             Cherry Hill, NJ 08003             THE COMPANY:             ENVIRONMENTAL TECTONICS CORPORATION             By:             Name: William F. Mitchell    Title: President               Address: Environmental Tectonics Corporation        County Line Industrial Park        Southampton, Pennsylvania 18966  
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Exhibit A to Deaner Employment AgreementBase Annual Salary: $97,469.00
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Exhibit B to Deaner Employment AgreementKey Management Bonus Plan
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