Exhibit 10.9.1


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “SERP”)
is made and entered into as of the 31st day of March, 1994 by and between
TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Corporation”),
and ROBERT B. BARNHILL, JR. (the “Executive”).


 


WHEREAS, the Executive has performed, and is
expected to continue to perform, valuable services for the Corporation; and


 


WHEREAS, the Corporation presently maintains the
TESSCO Technologies Incorporated Retirement Savings Plan (the “Plan”), a
tax-qualified defined contribution plan; and


 


WHEREAS, in consideration of the Executive’s past
services and as an inducement to the Executive to delay his retirement and to
continue in the service of the Corporation, the Corporation desires to
supplement the benefits payable to the Executive under the Plan, such
supplemental retirement benefits to be paid to the Executive in addition to,
and not in lieu of, the Executive’s benefits under the Plan or any other retirement
program which may be implemented by the Corporation; and


 


WHEREAS, the parties desire to set forth the terms
of the supplemental retirement benefits to be paid to, or on behalf of, the
Executive.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and undertakings hereinafter set forth, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Corporation and the Executive hereby agree, effective as of the Effective
Date, as follows:


 


ARTICLE ONE - DEFINITIONS


 


For purposes of this SERP, the following terms shall
have the following means whenever used in this SERP:


 


1.0l                              “Cause” shall mean “Cause”
as defined in the Employment Agreement between the Executive and the
Corporation.


 


1..02                        “Committee” shall
mean the Compensation Committee of the Board of Directors of the Corporation.


 


1.03                           “Effective Date”
shall mean March 31, 1994.


 


1.04                           “Normal Retirement Date”
shall mean the first day of the month following the Executive’s 62nd birthday.


 


1.05                           “Service” shall mean
active employment for the Corporation in a capacity other than as a director or
independent contractor.


 

















 


1.06                           “Trust” shall mean
the trust which may be established by the Corporation pursuant to a trust
agreement with the Trustee, as more fully described in Article Four
hereof.


 


1.07                           “Trustee” shall mean
any bank, trust company, insurance company, financial institution or other
corporate trustee, including the Corporation, selected by Corporation to act as
trustee of the Trust.


 


ARTICLE TWO - CONSTRUCTION OF
AGREEMENT


 


Any payment under this SERP shall be independent of,
and in addition to, the payments under any other plan, program or agreement
which may be in effect between the parties hereto, or any other compensation
payable to the Executive or his surviving spouse by the Corporation.  This SERP shall not be construed as a
contract of employment and this SERP shall not have the effect of limiting or
expanding the rights and obligations of the parties hereto
under the Employment Agreement between the parties dated March 31,
1994.


 


ARTICLE THREE - BENEFITS


 


3.01                           Normal Retirement Benefit.  If the Executive shall continue in service
until his Normal Retirement Date, he shall be entitled to receive a benefit
equal to $75,000 per annum payable, at the election of the
Executive, in one of the forms described in Section 3.02 hereof.  Payment shall commence on the first day of
the month following the later of: (i) the Executive’s termination of Service
for any reason other than death or Cause, or (ii) the Executive’s 62nd
birthday.


 


If the Executive terminates Service with the
Corporation prior to his Normal Retirement Date for any reason other than death
or Cause, he shall be entitled to receive a benefit equal to $75,000 per annum
payable, at the election of the Executive, in one of the forms described in Section 3.02
hereof.  Payment shall commence on the
Executive’s Normal Retirement Date.


 


3.02                           Form of Benefit Payment.  The Executive shall elect payment of the
benefits provided hereunder in one of the following forms:


 


(a)                                  Single Life Annuity:  The single life annuity shall provide, at the
election of the Executive, monthly, quarterly or annual payments equivalent to
the Executive’s benefit determined under Section 3.01 hereof for the
Executive’s life.  No benefits shall be
payable under this Section 3.02(a) after the death of the Executive.


 


(b)                                 Joint and 50%
Survivor Annuity:  If the
Executive is lawfully married at the time payment of the benefits hereunder
commences, the Executive may elect to
receive payment of benefits in the
form of a joint and 50% survivor annuity. 
The joint and 50% survivor annuity shall provide, at the election of the
Executive, monthly,
quarterly or annual payments to the Executive during his life with the provision
that after his death, 50% of the periodic benefit will continue during the life
of, and will be paid to, the person who was the Executive’s spouse on the date
payments hereunder began.


 


2

















 


The Executive’s benefit under this Section 3.02(b) will
not be actuarially adjusted to reflect the value of the survivor coverage if
the Executive’s spouse is no more than five years younger than the
Executive.  If the Executive’s spouse is
more than five years younger than the Executive, the Executive’s benefit will
be actuarially adjusted for such survivor coverage based on the projected
incremental value of such coverage over the value of the survivor coverage
under a joint and 50% survivor benefit if the Executive’s spouse were exactly
five years younger than the Executive.  The actuarial adjustment
shall be based on the 1983 Group Annuity Mortality Table and an interest rate
of 7.5%.


 


(c)                                  Joint and 100%
Survivor Annuity:  If the
Executive is lawfully married at the time payment of benefits hereunder
commences, the Executive may elect to receive payment of benefits in the form
of a joint and 100% survivor annuity. 
The joint and 100% survivor annuity shall provide, at the election of
the Executive, monthly, quarterly or annual payments to the Executive during
his life with the provision that after his death, 100% of the periodic benefit
will continue during the life of, and will be paid to, the person who was the
Executive’s spouse on the date payments hereunder began.


 


The Executive’s benefit will be actuarially adjusted
for the survivor coverage based on the projected incremental value of the
coverage over the value of the survivor coverage under a joint and 50% survivor
annuity if the Executive’s spouse were exactly five years younger than the
Executive.  The actuarial adjustment
shall be based on the 1983 Group Annuity Mortality Table and an interest rate
of 7.5%.


 


3.03                           Death Benefits.


 


(a)                                  Death Upon or
After Attaining Age 62:  If
the Executive dies prior to termination of Service, but coincident with or
after his Normal Retirement Date, at a time when he is lawfully married, his
surviving spouse shall receive 100% of the benefit the Executive would have
received under Section 3.02(a) hereof if the Executive had terminated
Service on the day before his death.


 


(b)                                 Death Before
Attaining Age 62:  If the
Executive dies prior to termination of Service, and prior to his Normal
Retirement Date, at a time when he is lawfully married, his surviving spouse
shall receive 100% of the benefit the Executive would have received under Section 3.02(a) hereof
if the Executive had terminated Service on the day before his death and elected
to receive benefits commencing on the date that would have been his Normal
Retirement Date.


 


(c)                                  Death After
Termination of Service:  If
the Executive terminates Service for any reason other than Cause, and dies
after such termination of Service but prior to his election with regard to
payment of benefits hereunder, at a time when he is lawfully married, his
surviving spouse shall receive 100% of the benefit the Executive would have
received under Section 3.02(a) hereof if the Executive had terminated
Service on the day before his death and elected to receive benefits commencing
on the date that would have been his Normal Retirement Date.


 


3

















 


(d)                                 Death When Not
Lawfully Married:  If the
Executive dies at a time when he is not lawfully married, no death benefits
shall be payable hereunder.


 


3.04                           Termination for Cause.  If the Executive’s Service for the
Corporation is terminated for Cause prior to the Executive’s Normal Retirement
Date, no benefits shall be payable under this SERP.


 


ARTICLE FOUR - FUNDING


 


4.01                           Obligations Prior to
Establishment of Trust. 
Until such time as the Executive shall elect to require the Corporation
to establish a Trust pursuant to Section 4.02 hereof, the Corporation
shall have no obligation to set aside, earmark, or entrust any fund or money
with which to pay its obligations under this SERP.  The Executive and his surviving spouse shall
be and remain simply general creditors of the Corporation and shall be treated
in the same manner as any other creditor having a general claim for unpaid
compensation, at the date as of which his right and/or the rights of his
surviving spouse to receive such payments hereunder shall mature and become
payable.


 


4.02                           Establishment of Trust.  At the election of the Executive, upon thirty
days’ written notice to the Corporation, the Corporation shall appoint a
Trustee and enter into a trust agreement with the Trustee for purposes of
establishing a Trust through which all benefits pursuant to this SERP shall be
paid.


 


4.03                           Funding of Trust.  At the direction of the Committee, the
Trustee may elect to fund the Trust by the purchase of life insurance contracts
or other investments.  If the Trustee
elects to fund the Trust through the purchase of life insurance contracts, the
Executive shall assist the Trustee by submitting to a physical examination and
freely supplying any additional information necessary or helpful to the Trustee
to obtain such insurance contracts.  The
Corporation shall pay over to the Trustee, on an annual or more frequent basis,
at the election of the Corporation, such amounts as are necessary to fund the
benefits hereunder as determined by an actuary engaged by the Committee for
these purposes.


 


4.04                           Attachment by Creditors.  Notwithstanding the establishment and funding
of the Trust hereunder, at all times during the continuance of the Trust, the
income and principal of the Trust shall be fully subject to the rights and
claims of the creditors of the Corporation and the Trustee shall delivery any
undistributed principal and income to satisfy such claims as a court of
competent jurisdiction may direct.


 


ARTICLE FIVE - MISCELLANEOUS


 


5.01                           Alienability and Assignment
Prohibition.  Neither the
Executive nor his surviving spouse shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify or otherwise
encumber in advance any of the benefits payable hereunder, nor shall any of the
benefits be subject to seizure for the payment of any debts, judgments, alimony
or separate maintenance owed by the Executive or his surviving spouse nor shall
any of the benefits be transferable by operation of law in the event of
bankruptcy or insolvency.  In the event
the Executive and/or his surviving spouse attempts assignment, 


 


4

















 


commutation, hypothecation,
transfer or disposal of the benefits hereunder, the Corporation’s liabilities
under this SERP shall forthwith cease and terminate.


 


5.02                           Binding Obligation Of
Corporation And Any Successor In Interest.  The Corporation hereby expressly agrees that
it shall not merge or consolidate into or with another corporation or sell
substantially all of its assets to another corporation, firm or person, until
such corporation, firm or person expressly agrees in writing to assume and
discharge the duties and obligations of the Corporation under this SERP.  This SERP shall be binding upon the parties
hereto, their successors, beneficiaries, heirs and personal representatives.


 


5.03                           Revocation and Amendment.  It is agreed by and between the parties
hereto that during the lifetime of the Executive, this SERP may be amended or
revoked at any time or times, in whole or in part, by the mutual written assent
of the Executive and the Corporation.


 


5.04                           Headings.  Headings and subheadings in this SERP are
inserted for reference and convenience only and shall not be deemed a part of
this SERP.


 


5.05                           Applicable Law:  The validity and interpretation of this SERP
shall be governed by the laws of the State of Delaware to the extent not
preempted by applicable federal law.


 


5.06                           Named Fiduciary And Plan
Administrator.  The
Committee is hereby designated the current “named fiduciary and administrator”
until removal by the Board of Directors. 
As named fiduciary and administrator, the Committee shall be responsible
for the management, control and administration of this SERP.  The committee may employ such advisors as it
deems necessary and may delegate to qualified individuals certain aspects of
the management and operation of this SERP.


 


5.07                           Claims Procedure and
Arbitration.  In the
event that benefits become payable under this SERP, the Executive (or his
surviving spouse in the case of the Executive’s death) (hereinafter the “claimant”)
shall file a claim for benefits by notifying the Committee.  Following such notification, the Committee
shall review the claim.  If the claim is
denied, in whole or in part, the Committee shall provide to the claimant a
written notice within 30 days of the filing of the claim setting forth the
specific reasons for denial, specific reference to the provisions of this SERP
upon which the denial is based, and any additional material or information
necessary for the claimant to perfect the claim.  In addition, such written notice shall
indicate the steps to be taken by the claimant, if a further review of the
claim denial is desired.


 


If a claim is denied and a review is desired, the
claimant shall notify the Committee in writing within 60 days of the claim
denial (and a claim shall be deemed denied if the Committee does not take any
action within the aforesaid 30 day period). 
In requesting a review, the claimant may review this SERP or any
documents relating to it and submit any written issues and comments he or she
may feel appropriate.  In its sole
discretion, the Committee shall then review the claim and provide a written
decision within 60 days.  This decision
shall state the specific reasons for the decision and shall include reference
to specific provisions of this SERP upon which the decision is based.


 


5

















 


As a condition precedent to any right of action
hereunder, any dispute arising out of this SERP which is unresolved by the
procedures outlined above shall be settled by arbitration in accordance with
the “Employee Benefit Plan Claims Arbitration Rules” of the American Arbitration
Association, incorporated by reference herein. 
The decision of the arbitrator shall be final and binding and judgment
upon the award may be entered in any court having jurisdiction thereof.


 


5.08                           Triennial Review.  The Committee shall undertake a review of the
terms and conditions of this SERP and shall make recommendations to the
Corporation for increases in the benefits payable under this SERP on the basis
of factors including, but not limited to, changes in salary, continued service
and long-term performance.  The first
review shall be completed by no later than three years from the Effective Date
with subsequent reviews also being performed every three years.


 


5.09                           Reversion to Corporation.  If a Trust is established pursuant to Section 4.02
hereof, upon satisfaction of all liabilities under this SERP to the Executive
and his surviving spouse, if any, all funds remaining in the Trust after
satisfaction of such liabilities shall revert to and become the property of the
Corporation.


 


IN WITNESS WHEREOF, each of the parties hereto
acknowledges that each such party has carefully reviewed this SERP and that
upon such execution, each of such parties has received a conforming copy of the
original of this SERP.


 


	
  WITNESS:

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TESSCO TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Gerald T. Garland

  
	
   

  	
   

  	
  Gerald T. Garland,

  
	
   

  	
   

  	
  Treasurer

  



 


6