EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is entered into on April 11, 2014 by and between RF Industries, Ltd., a Nevada corporation (the
“Corporation”), and Howard F. Hill (hereinafter called "Executive").


 


WITNESSETH:


 


WHEREAS, Executive
currently is the Chief Executive Officer of the Corporation; and


 


WHEREAS, the prior
written employment agreement between the Corporation and Executive has expired; and


 


WHEREAS, the Corporation
desires to continue to employ Executive as the Corporation’s Chief Executive Officer under the terms of this new Agreement,
and Executive is willing to accept such employment on the terms and subject to the conditions hereinafter set forth;


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


1.            Employment
by Corporation. The Corporation hereby agrees to employ Executive as the Corporation’s full-time Chief Executive Officer
and President. As Chief Executive Officer and President, Executive will report to the Corporation's Board of Directors, and shall
have such duties consistent with that of a Chief Executive Officer/President that may from time to time be designated or assigned
to Executive pursuant to the directives of the Board of Directors.


 


2.            Executive’s
Acceptance of Employment. Executive hereby accepts such employment and agrees that throughout the period of his employment
hereunder: he will devote his full time, attention, knowledge and skills, faithfully, diligently and to the best of his ability,
in furtherance of the business of the Corporation and companies under its control (its “Affiliates”), he will perform
the duties assigned to him pursuant to Section 1 hereof, subject, at all times, to the direction and control of the Board of Directors,
and he will do such reasonable traveling as may be required of him in the performance thereof.


 


Executive shall at
all times be subject to, observe and carry out such rules, regulations, policies, directions and restrictions as the Corporation
shall from time to time establish. During the period of his employment by the Corporation, Executive agrees to be bound by the
Corporation’s Code of Ethics and any amendments adopted thereto, copies of which Executive hereby acknowledges he has received
and read, and Executive agrees that he shall not, without the prior written approval of the Board of Directors, directly or indirectly,
accept employment or compensation from or perform services of any nature for, any business enterprise other than the Corporation
and its Affiliates.


 


3.            Term.
Executive shall be employed for a term ending on December 31, 2014 (the “Term”), unless his employment is terminated
prior thereto pursuant to the provisions hereof. This Agreement shall automatically expire on December 31, 2014 and shall not be
extended or renewed except in a writing signed by an authorized officer of the Corporation. Executive hereby acknowledges and agrees
that his employment by the Corporation, if any, beyond the expiration date of this Agreement shall be terminable by either party
at will and shall not, under any circumstances, be deemed to expressly or impliedly renew the terms of this Agreement.


 




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4.           Compensation/Bonus/Benefits.


 


4.1           The
Corporation will pay to Executive as compensation for his services hereunder a salary (the “Base Salary”) of $240,000
per annum, or such greater amount as the Board of Directors of the Corporation shall from time to time determine and confirm in
writing. Executive’s Base Salary may be increased to $252,000 during the Term if, in the opinion of the Board of Directors,
the Corporation’s profitability and operating results justify an increase. Any increase shall become effective for future
salary payments and shall not be retroactive. Such salary is to be payable in equal installments in accordance with the Corporation’s
normal payroll policy.


 


4.2           Within
five days of the execution of this Agreement, the Corporation shall pay Executive a signing bonus equal to ten thousand dollars
($10,000), less tax withholding and other authorized deductions.


 


4.3           Effective
as of the date of this Agreement, the Corporation shall grant Executive a five-year incentive stock option to purchase 4,000 shares
of the Corporation’s common stock at an exercise price equal to the closing price of such stock on the date hereof. The option
shall vest over three years in accordance with the Corporation’s normal vesting policies.


 


4.4           For
each fiscal year ending while this Agreement is in effect, Executive shall participate in an annual bonus plan of the Corporation
pursuant to which Executive’s target bonus opportunity shall be fifty percent (50%) of Executive’s Base Salary (the
“Target Bonus”). The actual bonus paid may be higher or lower than the Target Bonus for over-or under-achievement of
Corporation and individual objectives as determined by the Board of Directors or Compensation Committee of the Board. The Target
Bonus will be subject to annual adjustment by the Board or the Compensation Committee of the Board, in its sole discretion; provided,
however, that the percentage of Executive’s Target Bonus may not be decreased without Executive’s consent. Any bonus
earned by Executive for any fiscal year shall be paid to him as soon as reasonably practicable after the end of the year for which
it is earned, but in no event later than 90 days following the end of the fiscal year for which it is earned.


 


4.5           Executive
shall be entitled to participate, to the extent he is eligible under the terms and conditions thereof, in any pension, retirement,
disability, insurance, medical service, or other employee benefit plan which is generally available to all employees
of the Corporation and which may be in effect from time to time during the period of his employment hereunder.  The
Corporation shall be under no obligation to institute or continue the existence of any such employee benefit plan. In addition
to the employee benefits otherwise available to the Corporation’s employees, during the Term, Executive shall continue to
be entitled to the life insurance policy and disability insurance policy, if any, that the Corporation maintained for Executive
prior to the execution of this Agreement.


 


5.            Business
Expenses. The Corporation shall reimburse Executive for all authorized expenses reasonably incurred by him in accordance with
the Corporation’s travel and entertainment policy and procedures and any amendment thereof that the Corporation may adopt
during his employment.


 


6.            Vacation.
Executive shall be entitled to paid vacation of six (6) weeks per year (pro-rated for employment periods of less than one year),
or such greater amount of vacation as is approved in writing by the Board of Directors. Any such vacations are to be taken at times
mutually agreeable to Executive and the Board of Directors. Vacation time may be accumulated from year to year, provided that the
maximum amount of vacation that may be accumulated at any time shall not exceed eighteen (18) weeks..


 




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7.            Termination.


 


7.1         In
addition to all other rights and remedies which the parties may have under applicable law, the Corporation may terminate this Agreement
and the services of Executive effective upon the occurrence of any of the following events: (i) a material failure by Executive
to perform his obligations under this Agreement; (ii) the death of Executive or his disability for a period of three (3) consecutive
months; (iii) Executive fails to follow the Corporation’s Code of Ethics, and any amendments thereof that the Corporation
may adopt, during his employment; or (iv) in the event that Executive shall act, whether with respect to his employment or otherwise,
in a manner which is in violation of the criminal laws of the United States or any State or subdivision thereof (excluding minor
violations). For purposes of this Agreement, a termination by the Corporation based on any of the foregoing events is a termination
for “cause”. In the event that the Corporation terminates Executive’s employment under this Agreement during
the Term for any reason other than for “cause,” the Corporation shall, concurrently with such termination, pay Executive
an amount equal to the salary that would have been paid to Executive during the balance of the Term. If the Corporation terminates
Executive’s employment with cause, or the Executive voluntarily terminates his employment, then the Corporation shall have
no further obligations to Executive under this Agreement after the date of termination.


 


7.2        If
Executive terminates his employment under this Agreement for Good Reason, Executive shall be entitled to severance compensation
in the form of continuation of Base Salary during the balance of the Term and, if the Corporation is then providing medical and
dental insurance, the Corporation will continue to cover the cost of such medical and dental insurance for the balance of the Term.
As a condition to Executive’s right to receive continuation of salary and other benefits pursuant to this Section 7.2:


 


7.2.1           If
requested by the Corporation, Executive must execute and deliver to the Corporation a Release; and


 


7.2.2           Executive
must not breach any of his covenants and agreements under Sections 8, 9 and 10 of this Agreement, which continue following termination
of his employment.


 


7.3         Executive
shall receive the Change of Control Payment if, within six (6) months after a Change of Control, (i) Executive terminates this
Agreement for Good Reason, or (ii) Executive’s employment under this Agreement is terminated by the Corporation other than
for cause.


 


8.            Non-Competition.
In consideration of the Corporation’s entering into this Agreement:


 


8.1         Executive
agrees that during the effectiveness of this Agreement he will not directly or indirectly own, manage, operate, join, control,
participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director,
employee, consultant, partner, investor or otherwise, any business entity which is engaged in any business in which the Corporation
or any of its Affiliates is currently engaged or is engaged at the termination of this Agreement.  Nothing herein contained
shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are
listed for trading on a national stock exchange or traded in the over-the-counter market and Executive’s holdings therein
represent less than five percent (5%) of the total number of shares or principal amount of other securities of such company outstanding.


 




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8.2         Executive
agrees that Executive will not, during the term hereof or prior to the expiration of two (2) years following the termination of
the Executive’s employment for any reason, without the written consent of the Corporation, directly or indirectly, by action
alone or in concert with others, induce or influence, or seek to induce or influence any person who is engaged by the Corporation
or any of its Affiliates as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement,
nor shall Executive, directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment
or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for
employment or engagement, any person or entity employed or engaged by the Corporation.


 


9.            Confidentiality
Agreement.


 


9.1         As
used herein, the term "Confidential Information" shall mean any and all information of the Corporation and of its Affiliates
(for purposes of Sections 9, 10 and 11 of this Agreement, the Corporation’s Affiliates shall be deemed included within the
meaning of "Corporation"), including, but not limited to, all data, compilations, programs, devices, strategies, or methods
concerning or related to (i) the Corporation’s finances, financial condition, results of operations, employee relations,
amounts of compensation paid to officers and employees and any other data or information relating to the internal affairs of the
Corporation and its operations; (ii) the terms and conditions (including prices) of sales and offers of sales of the Corporation’s
products and services; (iii) the terms, conditions and current status of the Corporation’s agreements and relationship with
any customer or supplier; (iv) the customer and supplier lists and the identities and business preferences of the Corporation’s
actual and prospective customers and suppliers or any employee or agent thereof with whom the Corporation communicates; (v) the
trade secrets, manufacturing and operating techniques, price data, costs, methods, systems, plans, procedures, formulas, processes,
hardware, software, machines, inventions, designs, drawings, artwork, blueprints, specifications, tools, skills, ideas, and strategic
plans possessed, developed, accumulated or acquired by the Corporation; (vi) any communications between the Corporation,
its officers, directors, shareholders, or employees, and any attorney retained by the Corporation for any purpose, or any person
retained or employed by such attorney for the purpose of assisting such attorney in his or her representation of the Corporation;
(vii) any other non-public information and knowledge with respect to the Corporation’s products, whether developed or in
any stage of development by the Corporation; (viii) the abilities and specialized training or experience of others who as employees
or consultants of the Corporation during the Executive’s employment have engaged in the design or development of any such
products; and (ix) any other matter or thing, whether or not recorded on any medium, (a) by which the Corporation derives actual
or potential economic value from such matter or thing being not generally known to other persons or entities who might obtain economic
value from its disclosure or use, or (b) which gives the Corporation an opportunity to obtain an advantage over its competitors
who do not know or use the same.


 


9.2         Executive
acknowledges and agrees that the Corporation is engaged in a highly competitive business and has expended, or will expend, significant
sums of money and has invested, or will invest, a substantial amount of time to develop and maintain the secrecy of the Confidential
Information. The Corporation has thus obtained, or will obtain, a valuable economic asset which has enabled, or will enable, it
to develop an extensive reputation and to establish long-term business relationships with its suppliers and customers. If such
Confidential Information were disclosed to another person or entity or used for the benefit of anyone other than the Corporation,
the Corporation would suffer irreparable harm, loss and damage. Accordingly, Executive acknowledges and agrees that, unless the
Confidential Information becomes publicly known through legitimate origins not involving an act or omission by Executive:


 


(i) the Confidential Information
is, and at all times hereafter shall remain, the sole property of the Corporation;


 






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(ii) Executive shall use his best
efforts and the utmost diligence to guard and protect the Confidential Information from disclosure to any competitor, customer
or supplier of the Corporation or any other person, firm, corporation or other entity; and 


 


(iii) unless the Corporation gives
Executive prior express written permission, during his employment and thereafter, Executive shall not use for his own benefit,
or divulge to any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information
which Executive may obtain, learn about, develop or be entrusted with as a result of Executive’s employment by the Corporation.


 


9.3 Executive also acknowledges
and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information
as Executive has committed to memory, is supplied or made available by the Corporation to the Executive solely to assist him in
performing his services under this Agreement. Executive further agrees that after his employment with the Corporation is terminated
for any reason:


 


(i) Executive shall not remove
from the property of the Corporation and shall immediately return to the Corporation, all documentary or tangible Confidential
Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries or other record
of any type of Confidential Information; and


 


(ii) Executive shall immediately
return to the Corporation any and all other property of the Corporation in his possession, custody or control, including, without
limitation, any and all keys, security cards, passes, credit cards and marketing literature.


 


10.          Invention
Disclosure. Executive agrees to disclose to the Corporation promptly and fully all ideas, inventions, discoveries, developments
or improvements ("Inventions") that may be made, conceived, created or developed by him (whether such Inventions are
developed solely by him or jointly with others) during his employment by the Corporation which either (i) in any way is connected
with or related to the actual or contemplated business, work, research or undertakings of the Corporation or (ii) results from
or is suggested by any task, project or work that he may do for, in connection with, or on behalf of the Corporation. Executive
agrees that such Inventions shall become the sole and exclusive property of the Corporation and Executive hereby assigns to the
Corporation all of his rights to any such Inventions. With respect to Inventions, Executive shall during the period of his employment
hereunder and at any time and from time to time hereafter (a) execute all documents requested by the Corporation for vesting in
the Corporation the entire right, title and interest in and to the same, (b) execute all documents requested by the Corporation
for filing and prosecuting such applications for patents, trademarks and/or copyrights as the Corporation, in its sole discretion,
may desire to prosecute, and (c) give the Corporation all assistance it reasonably requires, including the giving of testimony
in any suit, action or proceeding, in order to obtain, maintain and protect the Corporation’s right therein and thereto.
If any such assistance is required following the termination of Executive’s employment with the Corporation, the Corporation
shall reimburse Executive for his lost wages or salary and the reasonable expenses incurred by him in rendering such assistance.
Anything contained in this paragraph to the contrary notwithstanding, this paragraph does not apply to an Invention or Intellectual
Material for which no equipment, supplies, facilities, or trade secret information of the Corporation was used and which was developed
entirely on the Executive’s own time, unless the Invention or Intellectual Material relates: (i) to the business of the Corporation,
(ii) to the Corporation’s actual or demonstrably anticipated research or development, or (iii) the Invention or Intellectual
Material results from any work performed by Executive for the Corporation.


 




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11.          Remedies.
Executive acknowledges and agrees that the business of the Corporation is highly competitive and that the provisions of Sections
8, 9 and 10 are reasonable and necessary for the protection of the Corporation and that any violation of such covenants would cause
immediate, immeasurable and irreparable harm, loss and damage to the Corporation not adequately compensable by a monetary award.
Accordingly, Executive agrees, without limiting any of the other remedies available to the Corporation, that any violation of said
covenants, or any one of them, may be enjoined or restrained by any court of competent jurisdiction, and that any temporary restraining
order or emergency, preliminary or final injunctions may be issued by any court of competent jurisdiction, without notice and without
bond. In the event any proceedings are commenced by the Corporation against Executive for any actual or threatened violation of
any of said covenants and if the Corporation prevails in such litigation, then, Executive shall be liable to the Corporation for,
and shall pay to the Corporation, all costs and expenses of any kind, including reasonable attorneys' fees, which the Corporation
may incur in connection with such proceedings.


 


12.          Definitions.
Whenever used in this Agreement, the following capitalized terms shall have the meanings set forth in this Section 12, certain
other capitalized terms being defined elsewhere in this Agreement:


 


"Change in
Control" means the occurrence of any of the following during the Term:


 


(i)          Any
"Person" or "Group" (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules and regulations promulgated thereunder) is or becomes the "Beneficial Owner"
(within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation, or of any
entity resulting from a merger or consolidation involving the Corporation, representing more than fifty percent (50%) of the combined
voting power of the then outstanding voting securities of the Corporation or such entity.


 


(ii)         The
consummation of (x) a merger, consolidation or reorganization to which the Corporation is a party, whether or not the Corporation
is the Person surviving or resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially
all of the assets of the Corporation, in one transaction or a series of related transactions, to any Person, where any such transaction
or series of related transactions referred to in clause (x) or clause (y) above in this subparagraph (ii) (a "Transaction")
does not otherwise result in a "Change in Control" pursuant to subparagraph (i) of this definition of "Change in
Control"; provided, however, that no such Transaction shall constitute a "Change in Control" under this subparagraph
(ii) if the Persons who were the stockholders of the Corporation immediately before the consummation of such Transaction are the
Beneficial Owners, immediately following the consummation of such Transaction, of fifty percent (50%) or more of the combined voting
power of the then outstanding voting securities of the Person surviving or resulting from any merger, consolidation or reorganization
referred to in clause (x) above in this subparagraph (ii) or the Person to whom the assets of the Corporation are sold, assigned,
leased, conveyed or disposed of in any transaction or series of related transactions referred in clause (y) above in this subparagraph
(ii), in substantially the same proportions in which such Beneficial Owners held voting stock in the Corporation immediately before
such Transaction or series of related transactions.


 


“Change of
Control Payment” means a cash payment in an amount equal to 12 month’s salary (based on Executive’s Base
Salary at the time of such termination), plus payment for all accrued and unused vacation time.


 


"Good Reason"
means the occurrence without Executive’s express written consent, before or after the occurrence of a Change in Control,
of any of the following:


 



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(i)          The
Corporation reduces Executive’s Base Salary. 


 


(ii)         The
Corporation requires Executive to change the location of Executive’s work office by more than 30 miles from the location
of the Corporation’s current principal office.


 


(iii)        The
Corporation reduces Executive’s responsibilities or directs Executive to report to a person of lower rank or responsibilities.


 


“Release”
means a written release, in a form and substance satisfactory to the Corporation, of any and all claims against the Corporation
and all directors and officers of the Corporation with respect to all matters arising out of Executive’s employment by the
Corporation, or the termination thereof, except for: (a) claims for entitlements under the terms of this Agreement or plans or
programs of the Corporation in which Executive has accrued a benefit, and (b) claims for indemnification under the articles of
incorporation or bylaws of the Corporation, under any indemnification agreement between the Corporation and Executive, or under
applicable law.


 


13.          Entire
Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the matters set forth herein
and no amendment or modification hereof shall be valid or binding unless made in writing and signed by both parties hereto.


 


14.          Notices.
Any notice, required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have
been sufficiently given or served for all purposes if delivered in person or sent by certified mail, return receipt requested,
postage and fees prepaid as follows:


 


if to the Corporation
at:


 


RF Industries, Ltd.


7610 Miramar Road, Building
6000


San Diego, CA 92126


Attention: Chief Financial
Officer


 


and, if to Executive:


 


Howard Hill


c/o RF Industries, Ltd.


7610 Miramar Road, Building
6000


San Diego, CA 92126


 


Either of the parties
hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other
party given as provided herein. The date of the giving of any notice hereunder shall be the date delivered or if sent by mail,
shall be the date of the posting of the mail.


 


15.          Non-Assignability.
Neither this Agreement nor the right to receive any payments hereunder may be assigned by Executive.  This Agreement shall
be binding upon Executive and inure to the benefit of his heirs, executors and administrators and be binding upon the Corporation
and inure to the benefit of its successors and assigns.


 


16.          Choice
of Law And Forum. This Agreement shall be governed, interpreted and construed under the laws of the State of California without
regard to its conflict of law principles. The parties agree that any dispute or litigation arising in whole or in part hereunder
shall, at the option of the Corporation, be litigated in any state or Federal court of competent subject matter jurisdiction sitting
in San Diego County, California, to the jurisdiction of which and venue in which Executive irrevocably consents.


 




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17.          Waiver.
No course of dealing nor any delay on the part of any party in exercising any rights hereunder shall operate as a waiver of any
such rights.  No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any
other breach or default.


 


18.          Severability.
If any provision of this Agreement, including any paragraph, sentence, clause or part thereof, shall be deemed contrary to law
or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions of such paragraph, sentence,
clause or part thereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect
and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified,
amended and limited to the extent necessary to render the same valid and enforceable.


 


19.          Survival
at Termination. The termination of Executive’s employment hereunder shall not affect his obligations to the Corporation
hereunder which by the nature thereof are intended to survive any such termination including, without limitation, Executive’s
obligations under Sections 8, 9 and 10.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed effective as of the date first above set forth.


 


	RF INDUSTRIES, LTD.	 	EXECUTIVE:
	 	 	 
	By:	/s/ MARK TURFLER	 	/s/ HOWARD HILL
	 	 	Howard Hill
	Its: Chief Financial Officer	 	 


 




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