Exhibit 10.10.1


 


FORM OF


 


SEVERANCE
AND RESTRICTIVE COVENANT AGREEMENT


 


THIS SEVERANCE AND
RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is dated as of February 2,
2009 (the “Effective Date”), between TESSCO TECHNOLOGIES INCORPORATED, a
Delaware corporation (the “Company”), and                           
(“Executive”).


 


Section 1.                                          TERM OF AGREEMENT


 


The term of this Agreement
shall commence on and as of the Effective Date and continue until Executive’s
employment has terminated and the obligations of the parties hereunder have
terminated or expired or have been satisfied in accordance with their terms.


 


Section 2.                                          DEFINITIONS


 


For purposes of this
Agreement, the following terms have the meanings set forth in this Section:


 


2.1.                              “Board” means the Board of
Directors of the Company.


 


2.2.                              “Cause” means:


 


(a)                                  Executive’s willful violation of a
Company policy (excluding any act or omission that Executive reasonably
believed in good faith to have been in the best interest of the Company),
commission of an act of fraud or dishonesty, or willful engagement in illegal
conduct or gross misconduct, which in each case is materially and demonstrably
injurious to the Company;


 


(b)                                 Executive’s continued failure to
substantially perform Executive’s duties with the Company or to substantially
comply with a specific and lawful directive of the Company’s President and
Chief Executive Officer or the Board (other than a continued failure caused by
or attributable to physical or mental illness or infirmity), in each case after
a written demand for substantial performance or substantial compliance is
delivered to Executive by or on behalf of the Company’s President and Chief
Executive Officer or the Board, which demand is based on a good-faith
determination by the Company’s President and Chief Executive Officer or the
Board, after reasonable inquiry, specifically identifying the manner in which
the Company’s President and Chief Executive Officer or the Board believes
Executive has not substantially performed Executive’s duties or substantially
complied with a lawful directive;


 


(c)                                  Executive’s conviction of (including a
plea of nolo contendere to) a crime constituting a felony;


 


(d)                                 Executive’s embezzlement or criminal
diversion of funds; or


 

















 


(e)                                  Executive’s failure (other than by reason
of physical or mental illness or infirmity) to perform or to comply with any
material term or condition of this Agreement, which failure:


 


(i)                                     is of such a
nature that it is reasonably capable of being cured, but only if (x) Executive
does not cure such failure within thirty (30) days after written notice of such
failure or (y) if such failure cannot be cured in such period and the
continuation of such failure will not be materially and demonstrably injurious
to the Company, Executive does not commence and diligently seek to cure such
failure within such period and thereafter continue to seek to cure such failure
until cured; or


 


(ii)                                  is of such a
nature that it is not reasonably capable of being cured, in which case
Executive shall be given written notice thereof but shall not be entitled to
any opportunity to cure such failure.


 


2.3.                              “Change in Control” means any change in ownership or effective
control of the Company or any of its subsidiaries or change in the ownership of
a substantial portion of the assets of the Company or of any subsidiary.


 


2.4.                              “Code” means the Internal Revenue
Code of 1986, as amended.


 


2.5.                              “Date of Termination” means: (i) if
Executive’s employment terminates by virtue of Executive’s death, the date of
death and (ii) in all other cases, the date as of which a termination of
Executive’s employment becomes effective in accordance with the provisions of Section 3.1(d).


 


2.6.                              “Disability” means any physical or
mental illness or infirmity of Executive (expressly excluding habitual use of
alcohol or drugs) that causes Executive to be substantially unable to perform
Executive’s duties hereunder for any period of one hundred eighty (180)
consecutive days or two hundred seventy (270) days, whether or not consecutive,
in any period of three hundred sixty five (365) days, despite provision by the
Company of reasonable accommodations as required by law. The determination of
whether a Disability exists shall be made by a licensed physician who is board
certified in the specialty mutually determined by the Company and Executive to
be applicable and who is mutually selected by the Company and Executive. If the
parties cannot agree on such a physician or specialty, each party shall select
a physician and the two physicians so selected shall select a third physician
board certified in the specialty determined appropriate by the two physicians,
and such board-certified physician shall make the determination of whether a
Disability exists. Absent certification by the physician so selected that the
circumstances of Executive’s condition have changed materially since the time
of the then most recent determination, neither party shall be able to initiate
a determination as to Disability for a period of nine months after the
completion of the then most recent determination.


 


2.7.                              “Good Reason” means the
occurrence, without Executive’s express prior written consent, of any of the
following:


 


(a)                                  any substantial reduction in the scope of
Executive’s authority, duties, or responsibilities, other than a reduction
attributable to Executive’s continued failure to 


 


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substantially perform Executive’s duties with the
Company or to accommodate Executive’s physical or mental illness or infirmity;
or


 


(b)                                 any substantial reduction in Executive’s
base compensation or total compensation opportunity for any fiscal year (taking
into account base compensation, bonus or other incentive compensation
opportunities, and noncash compensation);


 


but only if (i) Executive delivers a written
notice to the Company specifically identifying the occurrence and demanding
that it be remedied within ninety (90) days of the initial existence of such
occurrence and (ii) if the same is capable of being rectified, the Company
fails to rectify the same within thirty (30) days after receiving such written
notice or, if the same is not capable of being rectified within such period of
time, the Company fails to commence diligently to seek to rectify the same
within such period and thereafter to continue to seek to rectify such failure
until rectified.


 


For the avoidance of doubt: (x) neither
the relocation of Executive’s place of employment to another location nor the
occurrence of a Change in Control shall, of itself, constitute “Good Reason” and
(y) any prospective action that would, if actually taken or implemented,
constitute Good Reason through the application of (a) or (b) above
(after the expiration without cure of the applicable notice and cure period
provided for above) shall not in any event be deemed to have occurred unless
and until such action is actually taken or implemented.


 


2.8.                              “Separation from Service” means a
termination of Executive’s employment that constitutes a separation from
service under Section 409A(a)(2)(A)(i) of the Code.


 


Section 3.                                          TERMINATION AND COMPENSATION
UPON TERMINATION


 


3.1.                              In General.


 


(a)                                  Termination by Company. The Company (acting through the
President and Chief Executive Officer or the Board) may at any time elect to
terminate Executive’s employment by delivery of a notice of termination to
Executive for any reason (including on account of Disability) or no reason,
with or without Cause.


 


(b)                                 Termination by Executive. Executive may elect to terminate
Executive’s employment by delivery of a notice of termination for any reason
(including on account of Disability) or no reason, with or without Good Reason
at any time.


 


(c)                                  Notice of Termination. Any termination of Executive’s
employment, whether by the Company or by Executive, shall be communicated by
written notice of termination to the other party in accordance with the terms
of Section 5.5. The notice of termination shall state the specific
termination provision in this Agreement relied upon and set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of Executive’s employment under the provision so indicated and shall state an
effective date of termination that complies with the requirements of
subsection (d).


 


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(d)                                 Effective Date of Termination. Unless otherwise agreed upon in writing
by the Company and Executive:


 


(i)                                     the
effective date of termination of Executive’s employment in the case of a
termination of Executive’s employment by the Company for any or no reason shall
not be more than ninety (90) days after the date the notice of termination is
given by the Company;


 


(ii)                                  the
effective date of termination in the case of a termination of Executive’s
employment by Executive for any reason shall not be less than thirty (30) nor
more than thirty-five (35) days after the date the notice of termination is
given by Executive.


 


The foregoing, however, shall not preclude the
Company from requiring that Executive take a leave of absence with pay until
the expiration of the period between the date the notice of termination is
given and the effective date of termination.


 


(e)                                  All payments
made to or in respect of Executive pursuant to this Section 3 shall be
made in a cash lump sum within thirty (30) days following the Date of
Termination, except where this Agreement (or the plan pursuant to which such
payment is to be made) provides otherwise. No amounts that are “deferred compensation” within the
meaning of Section 409A of the Code and that are payable under this
Agreement as a result of Executive’s termination of employment shall be payable
to Executive unless Executive’s termination of employment also constitutes a
Separation from Service.


 


3.2.                              Death, Disability, Cause, or
Resignation without Good Reason. Executive’s employment shall be terminated
automatically on the date of Executive’s death or Disability. Upon such a
termination of employment, or upon a termination of employment by the Company
for Cause, or upon a termination of employment by Executive without Good Reason,
the Company shall pay to Executive (or, in the event of Executive’s death, to
Executive’s beneficiary or estate), when the same would otherwise have been
due, the base compensation and any bonus then payable through the Date of
Termination and shall have no further obligations under this Agreement.


 


3.3.                              Termination Without Cause or With
Good Reason.
If Executive’s employment is terminated by the Company without Cause or by
Executive for Good Reason, the Company shall pay to Executive:


 


(a)                                  when the same would
otherwise have become due and payable, the base compensation and any bonus then
payable through the Date of Termination (without regard to any
reduction therein constituting Good Reason within the meaning of Section 2.7(b)), plus


 


(b)                                 an amount of severance
pay equal to one and 65/100 (1.65) times the amount of Executive’s annual
base compensation as in effect on the Date of Termination (without regard
to any reduction therein constituting Good Reason within the meaning of Section 2.7(b)), which amount shall be
paid in twelve (12) consecutive equal monthly installments, commencing not
later than the first day of second calendar month following the Date of
Termination and continuing thereafter monthly until paid in full. In the event
that any payments due under this subsection (b) constitute “deferred
compensation” within the meaning 


 


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of Section 409A of the Code,
Executive’s right to receive a series of installment payments shall be treated
as a right to a series of separate payments.


 


3.4.                              Cost of COBRA Continuation
Coverage. If
and to the extent that Executive, following a termination of Executive’s
employment described in Section 3.3, properly and timely elects (on behalf
of Executive and Executive’s qualified beneficiaries) continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)
with respect to the Company’s group health plan, Executive shall pay from time
to time the then-current portion of the cost of such coverage that would be
payable by the Company’s similarly situated active employees and the Company
shall pay the balance of such then-current costs as long as and for the period
during which the Company remains obligated for continuing payments under Section 3.3(b) (without
regard to any acceleration by the Company of such payments). The Company shall
be authorized to deduct from the consecutive biweekly installments to be paid
under Section 3.3 Executive’s then-current share of the cost of such
coverage. The Company’s subsidy of such group health plan coverage shall
terminate upon the earlier of (1) the date of termination of COBRA
continuation coverage and (2) the payment in full by the Company of its
obligations under Section 3.3(b) (without regard to any acceleration
by the Company of such payments), whereupon Executive shall be fully
responsible for the cost of continuing coverage and benefits, if any.


 


3.5.                              General Release Agreement. The obligations of the Company to make
the payments and provide the benefits described in Sections 3.3 and 3.4
are expressly conditioned upon Executive’s signing and delivering to the
Company, not later than three (3) months after the Date of Termination,
and thereafter not revoking a valid general release agreement in form and
substance reasonably acceptable to the Company, which release shall include a
general release of all claims against the Company, its directors, officers, and
affiliates (other than claims in respect of future Company obligations under this
Agreement). Any breach of Executive’s nondisclosure, nonsolicitation, or
noncompetition obligations to the Company that has or is reasonably likely to
have a material and adverse effect on the Company shall, in addition to all
other remedies available to Company, result in the immediate release of the
Company from any obligation it would otherwise have to make further payments or
provide further benefits under this Agreement. Executive expressly acknowledges
that the Company is prepared to vigorously enforce these promises and that
violation of Executive’s obligations could result in an award of damages or
other legal remedies against Executive and Executive’s subsequent employers.


 


3.6.                              Limitation.


 


(a)                                  The foregoing notwithstanding, the total
of the payments made to Executive pursuant to Sections 3.3 and 3.4 shall
be reduced to the extent that the payment of such amount would cause Executive’s
total termination benefits (as determined by the Company’s tax advisor) to
constitute an “excess” parachute payment under Section 280G of the Code
and thereby subject Executive to an excise tax under Section 4999(a) of
the Code, but only if Executive determines that the after-tax value of the
termination benefits calculated with the foregoing reduction exceeds the value
of the termination benefits calculated without the such reduction. Any such
reduction shall be reduce the cash payments otherwise to be made to Executive
in reverse chronological order.


 


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(b)                                 To the extent that any cash payments due
under Section 3.3 or Section 3.4: (i) constitute “deferred
compensation” subject to the requirements of Section 409A of the Code, (ii) are
payable to an Executive who is a “specified employee” (as defined in Section 409A)
as a result of Executive’s Separation from Service, and (iii) would be
payable during the six (6) month period following Executive’s Separation
from Service, such payments shall be suspended and accumulated by the Company
and paid out to Executive on the first business day following the date that is
six (6) months after Executive’s Separation from Service. In determining
whether any cash payments due under Section 3.3 or Section 3.4 are
deferred compensation within the meaning of Section 409A, the parties agree,
to the greatest extent possible under the Treasury Regulations promulgated
under Section 409A, to make use of any exemptions available under Section 409A,
including the short-term deferral exemption (which may require the acceleration
of certain cash termination benefits), the separation pay exemption, and the
limited payment exemption.


 


3.7.                              Termination Obligations.


 


(a)                                  Executive hereby acknowledges and agrees
that all Company Property and Materials furnished or made available to or
acquired by Executive in the course of or incident to Executive’s employment,
belong to the Company and shall be promptly returned to the Company upon
termination of Executive’s employment for whatever reason. “Company Property
and Materials” for such purpose includes (i) all electronic devices
owned, leased, or made available by the Company for Executive’s use, including
personal computers, fax machines, cellular telephones, pagers, and tape
recorders, and (ii) all books, manuals, records, reports, notes,
contracts, lists, blueprints, maps and other documents, or materials, or copies
thereof (including computer files) belonging to, and all other proprietary
information relating to the business of, the Company. Following termination,
Executive will not retain any written or other tangible material containing any
proprietary information of the Company and, upon request, will confirm
Executive’s compliance with this subsection in writing.


 


(b)                                 Executive’s obligations under this Section 3.7
and Section 4 shall survive termination of Executive’s employment and the
expiration of this Agreement.


 


(c)                                  Upon termination of Executive’s
employment, Executive will be deemed to have resigned from all offices and
directorships then held with the Company or any of its affiliates.


 


3.8.                              No Duty to Mitigate. No amount due to Executive under this
Agreement by virtue of the termination of Executive’s employment (other than
payments to be provided in respect of health benefits to the extent that
Executive is entitled to similar benefits by virtue of new employment) shall be
reduced by or on account of any compensation received by Executive as the
result of employment by another employer.


 


Section 4.                                          RESTRICTIVE COVENANTS


 


4.1.                              Confidentiality. In the performance of Executive’s
duties hereunder Executive shall abide by and be bound by the Company’s Code of
Conduct, including the confidentiality and nonsolicitation restrictions set
forth therein. In addition and not in lieu or in 


 


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substitution therefor, Executive shall not, during
Executive’s employment or at any time thereafter, directly or indirectly,
disclose or make available to any person for any reason or purpose whatsoever,
any Confidential Information (as defined below). Executive agrees that, upon
termination of Executive’s employment with the Company, all Confidential
Information in Executive’s possession that is in written or other tangible form
(together with all copies or duplicates thereof, including computer files),
whether or not otherwise included among the Personal Property required to be
returned pursuant to Section 3.7(a), shall be returned to the Company and
shall not be retained by Executive or furnished or disclosed to any third party
in any form except as provided herein; provided, however, that Executive shall
not be obligated to treat as confidential any information that (i) was
publicly known at the time of disclosure to Executive, (ii) becomes
publicly known or available thereafter other than by virtue of a violation of
this Agreement or any other duty owed to the Company by Executive, or (iii) is
lawfully disclosed to Executive by a third party. As used in this Agreement the
term “Confidential Information” means otherwise nonpublic information disclosed
to Executive or known by Executive as a consequence of or through Executive’s
relationship with the Company, including information about the customers,
vendors, employees, consultants, business methods, public relations methods,
organization, procedures, business plans, or finances, of the Company or its
affiliates, whether or not such information constitutes a “trade secret” under
applicable law.


 


4.2.                              Noncompetition.


 


(a)                                  Competitive Activity. In addition to the restrictions
contained in the Company’s Code of Conduct, Executive agrees that Executive
shall not, without the prior written consent of the Company (as may be
communicated through the Company’s President and Chief Executive Officer):


 


(i)                                     During the period Executive is employed by the Company (the “Employment
Period”) and after termination of Executive’s employment during the Restriction Period (as defined in
subsection (d)), directly or indirectly, engage or participate in (as an
owner, partner, stockholder, employee, director, officer, agent, consultant or
otherwise), with or without compensation, any business that is competitive with the business of the Company or any of its
affiliates (x) during the Employment Period, as it is being conducted
while Executive is employed by the Company or (y) during the Restriction
Period, as it was being conducted at the time of the termination of Executive’s
employment (each a “Competitive Business”);


 


(ii)                                  After termination of Executive’s employment and during the Restriction
Period, directly or indirectly, solicit or attempt to persuade any person who was, at
any time within the two (2) year period before such termination an
employee or independent contractor of the Company, to terminate his, her, or
its relationship with the Company; or


 


(iii)                               After
termination of Executive’s employment and during the Restriction Period,
directly or indirectly, employ, hire, or retain any person who was an employee
of the Company at any time within the one (1) year
period before such termination.


 


For the avoidance of doubt and without limitation,
subsection (i) above is intended, among other things, to prohibit, during
the Employment Period and Restriction Period, the solicitation by 


 


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Executive of any customer, client, or vendor of the
Company for the benefit of or in furtherance of a Competitive Business and the
engagement or participation of Executive by or with any business that solicits
or engages in business with any customer, client, or vendor of the Company in
furtherance of a Competitive Business.


 


(b)                                 Notwithstanding the foregoing, and with
due recognition of the considerable breadth and scope of the products sold by
the Company, the Company agrees that it will not unreasonably withhold its
consent to allowing Executive to be employed during the Restriction Period by a
Competing Business, provided that (and for as long as) the Competing Business
competes with, or is likely to continue to compete with, the Company, as
determined in the reasonable discretion of the Company, only in a manner having
not more than an immaterial effect on the business, financial condition, or
financial results of the Company as a whole or any business segment of the
Company. Any such request shall be accompanied by a detailed statement of the
then-current and anticipated business activities of the Competing Business,
certified to be true, complete, and correct on behalf of such Competing
Business, together with or followed by any other or additional information as
may reasonably be requested by the Company to fully and properly evaluate
Executive’s request.


 


(c)                                  Notwithstanding the foregoing, Executive
may own up to a five percent (5%) interest in a publicly traded corporation or
other person engaged in a Competitive Business.


 


(d)                                 For purposes hereof, “Restriction Period”
means the period beginning upon the Date of Termination and ending on the first
anniversary thereof.


 


4.3.                              Remedies for Breach. Executive acknowledges that the
provisions of Sections 4.1 and 4.2 are reasonable and necessary for the
protection of the Company and that the Company may be irrevocably damaged if
these provisions are not specifically enforced. Accordingly, Executive agrees
that, in addition to any other legal or equitable relief or remedy available to
the Company, the Company shall be entitled to seek and may obtain an
appropriate injunction or other equitable remedy for the purposes of
restraining Executive from any actual or threatened breach of or otherwise
enforcing these provisions (and that no bond or security shall be required in
connection therewith), together with an equitable accounting of all earnings,
profits, and other benefits arising from such violation, which rights shall be
cumulative.


 


4.4.                              Modification. If a court determines that any of the
restrictions contained in Section 4.1 or Section 4.2 is unreasonable
in terms of scope, duration, geographic area, or otherwise, or any provision in
Section 4.1 or Section 4.2 is otherwise illegal, invalid, or
unenforceable, then such restriction or provision, as applicable, shall be
reformed to the extent necessary so that the same shall be rendered enforceable
to the fullest extent otherwise permissible under applicable law, and the
parties hereto do hereby expressly authorize any such court to so provide.


 


Section 5.                                          GENERAL PROVISIONS


 


5.1.                              Termination of Employment
Agreements.
The parties hereby agree that any and all prior employment agreements between
Executive and the Company are hereby 


 


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terminated as of the date hereof, and any and all such
agreements shall be of no further force and effect from and after the date
hereof and the parties shall be released from any further obligations
thereunder. The foregoing, however, shall not be deemed to abrogate or
otherwise affect any of Executive’s obligations under the Company’s Code of
Conduct as heretofore or hereafter in effect or any other restrictive covenant
binding upon Executive.


 


5.2.                              Certain Rules of
Construction.


 


(a)                                  Number. The definitions contained in Section 2 and
elsewhere in this Agreement shall be equally applicable to both the singular
and plural forms.


 


(b)                                 “Including”; “Or.” The word “including”
means and shall be read as “including but not limited to” and the word “or”
means “or” in the nonexclusive sense, i.e., either “and” or “or.”


 


(c)                                  Section and Subsection References. Except as otherwise specified herein,
references in this Agreement to Sections, subsections, and paragraphs are
references to the Sections, subsections, and paragraphs of this Agreement.


 


(d)                                 Headings. The headings of the Sections, subsections, and
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or affect the construction hereof.


 


(e)                                  “Herein.” Words such as “herein,”
“hereinafter,” “hereof,” and “hereunder” refer to this
Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires.


 


(f)                                    “Person.” Except as may be
expressly provided otherwise herein, the word “person” includes an individual,
corporation, general or limited partnership, joint venture, limited liability
company, business trust, firm, association, or other form of business entity.


 


(g)                                 Joint Drafting. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof
shall arise favoring or disfavoring either party by virtue of the authorship of
any of the provisions of this Agreement.


 


5.3.                              Successors; Binding Agreement.


 


(a)                                  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption
and agreement before the effectiveness of any such succession shall be a breach
of this Agreement. Unless expressly provided otherwise, “Company” as used
herein means the Company as defined in this Agreement and any successor to its
business or assets as aforesaid.


 


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(b)                                 This Agreement may not be assigned by
Executive but shall inure to the benefit of and be enforceable by Executive and
Executive’s personal or legal representatives, executors, administrators,
heirs, distributees, devisees and legatees. If Executive dies while any amounts
remains payable to Executive hereunder, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to Executive’s devisee, legatee, or other designee or, if there is no such
designee, to Executive’s estate.


 


5.4.                              No Contract of Employment. Executive acknowledges that Executive’s
employment with the Company is “at will.” This Agreement does not and is not
intended to confer upon Executive any right of continued or future employment
by the Company or any right to compensation or benefits from the Company except
the rights specifically stated herein, and shall not limit the right of the
Company to terminate Executive’s employment at any time with or without Cause.


 


5.5.                              Notices. All notices, demands, and other
communications required or permitted by this Agreement shall be in writing and
shall be deemed to have been duly given (i) when personally delivered, (ii) when
transmitted by telecopy, electronic, or digital transmission with receipt
confirmed, (iii) one day after delivery to an overnight air courier
guaranteeing next day delivery, or (iv) upon receipt if sent by certified or
registered mail. In each case, notice shall be addressed as follows:


 


	
  If
  to Executive: 

  	
   

  	
  As
  set forth below Executive’s signature to this Agreement 

  
	
   

  	
   

  	
   

  
	
  If
  to the Company:

  	
   

  	
  TESSCO
  Technologies Incorporated

  
	
   

  	
   

  	
  11126
  McCormick Road

  
	
   

  	
   

  	
  Hunt
  Valley, Maryland 21031

  
	
   

  	
   

  	
  Attention:
  President and CEO

  
	
   

  	
   

  	
  Facsimile:
  (410) 229-1669

  



 


 


or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon actual receipt.


 


5.6.                              Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument. A counterpart
signature page delivered by fax or other electronic means shall be as
effective as the original thereof.


 


5.7.                              Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of Maryland
(without regard to any provision that would result in the application of the laws
of any other state or jurisdiction).


 


5.8.                              Indemnification. To the fullest extent permitted under
applicable law, the Company shall indemnify, defend, and hold Executive
harmless from and against any and all causes of action, claims, demands,
liabilities, damages, costs, and expenses of any nature whatsoever directly or
indirectly arising out of or relating to Executive’s discharge of Executive’s
duties on behalf of the Company or its subsidiaries and affiliates, as long as 


 


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Executive acted in good faith and within the course
and scope of Executive’s duties with respect to the matter giving rise thereto.


 


5.9.                              Nondisparagement. The Company and Executive agree that
neither will knowingly make any false statement intended or reasonably likely
to disparage or defame the other to any person not a party to this Agreement
relating to the employment relationship between the Company and Executive,
theCompany’s business, or Executive’s performance.


 


5.10.                        ARBITRATION OF DISPUTES.


 


(a)                                  Any claims (including
counterclaims and cross-claims) and disputes between the parties arising out of
or in any way relating to this Agreement or Executive’s employment with the
Company shall (except as permitted by subsection (b)) be resolved by
submission to binding arbitration before a single neutral arbitrator, who shall
be a member of the Bar of the State of Maryland, in accordance with the
Commercial Arbitration Rules and Procedures of the American Arbitration
Association (AAA) then in effect. Such arbitration shall be held in Baltimore,
Maryland.


 


(b)                                 Notwithstanding subsection (a) or
any other provision of this Agreement, either party shall have the right to
apply to a court having appropriate jurisdiction to seek injunctive or other
equitable or nonmonetary relief, on either an interim or permanent basis, in
respect of any claim arising out of or in connection with this Agreement or
Executive’s employment with the Company.


 


5.11.                        Attorneys’ Fees. If any legal action, arbitration, or
other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, or default in connection with any of the
provisions of this Agreement, the prevailing party (as determined by the court
or arbitrator) shall be entitled to recover reasonable attorneys’ fees and
other costs incurred in such action, arbitration, or other proceeding,
including any appeal thereof, in addition to any other relief to which such
party may be entitled. Any award of attorneys’ fees or costs to Executive shall
not affect the award of any attorneys’ fees or costs eligible for reimbursement
in any other calendar year, and all such reimbursements must be made on or
before the last day of the calendar year following the calendar year in which
the expense was incurred.


 


5.12.                        Entire Agreement; Amendments. This Agreement contains the entire
agreement and understanding between the Company and Executive with respect to
the subject matter hereof, and no representations, promises, agreements, or understandings,
written or oral, not herein contained shall be of any force or effect. This
Agreement shall not be changed unless in writing and signed by both Executive
and the Company.


 


5.13.                        Executive’s Acknowledgment. Executive acknowledges (i) that Executive
has had the opportunity to consult with independent counsel of Executive’s own
choice concerning this Agreement, and (ii) that Executive has read and
understands the Agreement, is fully aware of its legal effect, and has entered
into it freely based on Executive’s own judgment.


 


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IN WITNESS WHEREOF, the parties have executed
this Severance and Restrictive Covenant Agreement as of the date and year first
above written.


 


	
   

  	
   

  	
  TESSCO TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
						



 


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