ex101to8k205733_11262008.htm


    Exhibit 10.1

     

    
      SALES
TRADING PLAN AGREEMENT

       

      WHEREAS,
Del Global Technologies Corp., a New York corporation (the "Company") desires to
purchase, from time to time, certain shares (the "Shares") of common stock, par
value $.10 per share (the "Common Stock"), of the Company.

       

      WHEREAS,
the Company desires to enter into this agreement for the purpose of establishing
a trading plan to make purchases of Shares in compliance with all applicable
laws, including, but not limited to, Section 10(b) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and the rules and regulations
promulgated thereunder, including, but not limited to, Rule
10b5-1.  References herein to this "Agreement" refer to this agreement
and specifically include the trading plan described herein.

       

      NOW, IT
IS AGREED, as of this November 26, 2008 by the Company and Mutual Securities,
Inc. (the "Broker") as follows:

       

      Section
1.                      Terms of
Purchase.

       

      
        	
                (a)

              	
                The
      Company desires that the Broker effect purchases of the Shares on its
      behalf in accordance with trading requirements adopted by the Company and
      to be delivered in writing to the Broker by separate letter (the "Initial
      Trading Instructions").  The trading requirements adopted by the
      Company are referred to herein as the "Program
  Period."

              


      

       

      
        	
                (b)

              	
                In
      furtherance of Section 1(a) hereof, the Company directs the Broker to
      purchase, in customary brokerage transactions, the Shares, for the
      Company's account or accounts, in the Broker's sole discretion as to
      execution and timing, subject to the condition that as of the time of any
      purchase of Shares, any individual employee of the Broker making the
      Broker's investment decisions on behalf of the Company shall not be in
      possession of or aware of material nonpublic information relating to the
      Company's business, operations or prospects or the value of the Common
      Stock ("Material Nonpublic
Information").

              


      

       

      
        	
                (c)

              	
                Notwithstanding
      the foregoing, the Broker shall not purchase Shares at any time when the
      Broker, in its sole discretion, shall have determined that such purchase
      would violate applicable law, including, without limitation, Section 10(b)
      of the 1934 Act and the rules and regulations promulgated thereunder and
      Section 5 of the Securities Act of 1933, as amended (the "1933
      Act").

              


      

       

      
        	
                (d)

              	
                The
      Company agrees that, during the Program Period, it shall not exercise any
      subsequent influence over how, when or whether to effect purchases of the
      Shares, except that the Company may amend this Agreement as set forth in
      Section 3 hereof.  Each of the Company and the Broker agrees
      that it will not discuss with the other the Company's business, operations
      or prospects or any other information likely to be related to the value of
      the Shares or likely to influence a decision to purchase the
      Shares.  Notwithstanding the preceding sentence, with the
      approval of counsel to the Broker, the Company may communicate with Broker
      personnel who are not responsible for, and have no ability to influence,
      the execution of the trading plan set forth in this
    Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Section
2.                      Representations, Warranties
and Covenants.

       

      
        	
                (a)

              	
                The
      Company represents, warrants and covenants to the Broker as
      follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Company is not, as of the date hereof, aware of or in possession of
      Material Nonpublic Information.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                The
      Company will at all times, in connection with the performance of this
      Agreement, comply with all applicable laws, including, without limitation,
      Section 16 of the 1934 Act and the rules and regulations promulgated
      thereunder.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                The
      Company agrees to provide such additional information and to execute such
      additional documents or instruments as may be reasonably requested by the
      Broker in connection with the performance of this Agreement and to confirm
      compliance with applicable law.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      Company's Board has approved this
Agreement.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                This
      Agreement constitutes the legal, valid and binding obligation of the
      Company enforceable against the Company in accordance with its terms,
      except as the enforceability thereof may be limited by applicable
      bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
      and other laws affecting the enforceability of creditors' rights and
      general principles of equity, and as rights to indemnity hereunder may be
      limited by applicable law.

              


      

       

      
        	
                (b)

              	
                The
      Broker represents, warrants and covenants to the Company as
      follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                The
      Broker has implemented reasonable policies and procedures, taking into
      consideration the nature of the Broker's business, to ensure that
      individuals making investment decisions will not violate the laws
      prohibiting trading on the basis of Material Nonpublic
      Information.  These policies and procedures include those that
      restrict any purchase or sale, or causing any purchase or sale, of any
      security as to which the Broker has Material Nonpublic Information, as
      well as those that prevent such individuals from becoming aware of or in
      possession of such Material Nonpublic Information.  The Broker
      agrees to comply with Rule 10b-18 of the Securities Exchange Act of 1934,
      as amended, with respect to all repurchases of the Shares pursuant to this
      agreement.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                In
      connection with all purchases of Shares, the Broker shall deliver to the
      Company by facsimile or electronic mail, no later than the close of
      business on the date such transaction is effected, all information
      relating to each share purchase.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                This
      Agreement constitutes the legal, valid and binding obligation of the
      Broker enforceable against the Broker in accordance with its terms, except
      as the enforceability thereof may be limited by applicable bankruptcy,
      insolvency, reorganization, fraudulent conveyance, moratorium and other
      laws affecting the enforceability of creditors' rights and general
      principles of equity, and as rights to indemnity hereunder may be limited
      by applicable law.

              


      

       

       

      
        
          
          

        

        
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      Section
3.                      Amendments.  This
Agreement (including the Initial Trading Instructions) may not be amended by the
parties hereto, except as follows: The parties hereto may amend the provisions
of this Agreement (including the Initial Trading Instructions), provided that at
the time of such amendment, the Company was not in possession of or aware of
Material Nonpublic Information.  Any modification by the Company will
be made in good faith and not as part of a scheme to evade the prohibitions of
Rule 10b5-1. The amended Agreement or Initial Trading Instructions, as the case
may be, shall not take effect until 30 days after the amendment is
adopted.  During the 30 day period between the adoption date of the
amendment and the effective date of the amendments, the unmodified Agreement or
Initial Trading Instructions, as the case may be, will remain in
effect.

       

      Section
4.                      Termination.  This
Agreement shall terminate upon the earlier to occur of the
following:

       

      
        	
                (a)

              	
                The
      close of business on November 25, 2009;
or

              


      

       

      
        	
                (b)

              	
                The
      Broker purchases the maximum number of Shares allowable under the Initial
      Trading Instructions, as may be amended as provided in Section 3 hereof;
      or

              


      

       

      
        	
                (c)

              	
                The
      Agreement is terminated by either party immediately upon receipt of
      written notice to the other party; provided, however, that with respect to
      any termination by the Company pursuant to this Section 4(c) at the time
      of such termination, the Company was not in possession of or aware of
      Material Nonpublic Information and such termination was made in good faith
      and not as part of a scheme to evade the prohibitions of Rule 10b5-1;
      or

              


      

       

      
        	
                (d)

              	
                Any
      purchase effected pursuant to this Agreement that violates (or in the
      opinion of counsel to the Company or the Broker is likely to violate)
      Section 16 of the 1934 Act, any other provision of the Federal securities
      laws or regulations adopted by the U.S. Securities and Exchange Commission
      thereunder, or any other applicable Federal or State law or regulation;
      or

              


      

       

      
        	
                (e)

              	
                The
      Company materially breaches its obligations under this Agreement;
      or

              


      

       

      
        	
                (f)

              	
                The
      Company enters into a contract that prevents or materially restricts
      purchases by the Company under this
Agreement.

              


      

       

      Section
5.                      Indemnification and
Limitation on Liability; No Tax, Accounting or Legal Advice.

       

      
        	
                (a)

              	
                The
      Company agrees to indemnify and hold harmless the Broker (and its
      directors, officers, employees and affiliates) from and against all
      claims, liabilities, losses, damages and expenses (including reasonable
      attorneys' fees and costs) arising out of or attributable
      to:  (i) any material breach by the Company of this Agreement
      (including the Company's representations and warranties), (ii) any
      violation by the Company of applicable laws or regulations and (iii) any
      action taken by the Broker in good faith and without negligence pursuant
      to this Agreement.  This indemnification will survive the
      termination of this Agreement.

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)

              	
                Notwithstanding
      any other provision herein, the Broker will not be liable to the Company
      for:  (i) special, indirect, punitive, exemplary, or
      consequential damages, or incidental losses or damages of any kind,
      including but not limited to lost profits, lost savings, and loss of use
      of facility or equipment, regardless of whether arising from breach of
      contract, warranty, tort, strict liability or otherwise, and even if
      advised of the possibility of such losses or damages or if such losses or
      damages could have been reasonably foreseen, or (ii) any failure to
      perform or for any delay in performance that results from a cause or
      circumstance that is beyond its reasonable control, including but not
      limited to failure of electronic or mechanical equipment, strikes, failure
      of common carrier or utility systems, severe weather, market disruptions
      or other causes commonly known as "acts of
God."

              


      

       

      
        	
                (c)

              	
                The
      Company acknowledges and agrees that the Broker has not provided the
      Company with any tax, accounting or legal advice with respect to this
      Agreement.

              


      

       

      Section
6.                      Governing Law. This
Agreement will be governed by, and construed in accordance with, the laws of the
State of New York, without regard to such
State's conflict of laws rules.

       

      Section
7.                      Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes any previous or contemporaneous agreements, understandings, proposals
or promises with respect thereto, whether written or oral.

       

      Section
8.                      Assignment.  This
Agreement and each party's rights and obligations hereunder may not be assigned
or delegated without the written permission of the other party and shall inure
to the benefit of each party's successors and permitted assigns, whether by
merger, consolidation or otherwise.

       

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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.

       

      DEL
GLOBAL TECHNOLOGIES CORP.

       

      


      
        
          	
                  By:

                	
                  
                    /s/
      Mark A. Zorko

                  

                
	
                  Name:

                	
                  Mark
      A. Zorko

                
	
                  Title:

                	
                  Chief
      Financial Officer

                


        

      

      


      


      MUTUAL
SECURITIES, INC.

      


      
        


        
          
            	
                    By:

                  	
                    
                      /s/
      Mitchell C. Voss

                    

                  
	
                    Name:

                  	
                    Mitchell
      C. Voss

                  
	
                    Title:

                  	
                    President

                  


          

        

        
 

      

      
        
          
          

        

        
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