exv10w33



 





EXHIBIT 10.33




EXECUTIVE EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into between Duane D. Deaner
(“Executive”) and Environmental Tectonics Corporation (the “Company”), collectively referred to as
the “Parties,” with an “Effective Date” of November 1, 2005.



     1. Executive’s Position/Duties. During the term of this Agreement, Executive will be
employed as the Chief Financial Officer of the Company, and shall have all of the duties and
responsibilities of that position. Executive shall be considered a key employee of the Company and
shall be entitled to all the Company benefits afforded to key employees. Executive agrees to
dedicate all of his working time (during normal working hours other than during excused absences
such as for illness or vacation), skill and attention to the business of the Company, agrees to
remain loyal to the Company, and not to engage in any conduct that creates a conflict of interest
to, or damages the reputation of, the Company.



     2. Term of Employment. The term of this Agreement shall be for a period of two years.
Executive’s employment under this Agreement will commence on the Effective Date, and will continue
for a period of two years, unless terminated earlier in accordance with the provisions of this
Agreement. The Company shall, at least six months prior to each scheduled expiration of this
Agreement, provide Executive with written acknowledgment of the renewal of Executive’s employment
with the Company for a period of two years from the end of the current term (the
“Acknowledgement”). If the Company fails to provide the Acknowledgement, and such failure is not
cured within ten (10) days of the Company receiving notice by Executive of



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this failure, the Executive shall be entitled to terminate his employment with the Company
pursuant to Section 4 and receive the benefits set forth in Section 5(a).



     3. Compensation.



          (a) Base Salary. During the term of this Agreement, the Company shall provide
Executive with a base salary (“Base Salary”) as shall be determined by the President of the Company
(the “President”) and as set forth on Exhibit “A” hereto; provided,
however, that such Base Salary shall not be reduced unless such reduction is pursuant and
proportionate to a company-wide reduction (“Salary Reduction”) of all base salaries for management
personnel. Base Salary shall be subject to increase (a “Salary Increase”) based on Executive’s
annual performance review as conducted by the President. Base Salary shall be paid in accordance
with the Company’s normal payroll policies.




          (b) Bonuses/Distributions. Each year during the term of this Agreement, the Company
shall provide Executive with a bonus based on the formula and targets established under and in
accordance with the Company’s Key Management Bonus Plan to be set forth on Exhibit “B”
hereto and as administered by the President. Executive may receive additional bonuses at the
discretion of the President.




          (c) Benefits. Executive shall be entitled to all benefits, including, but not limited
to participation in any compensation plan, health, dental and insurance program, pension plans,
profit sharing, vacation, sick leave, expense accounts, and retirement benefit, all as afforded
other management personnel or as determined by the President.




          (d) Expenses. The Company shall reimburse Executive for reasonable expenses incurred
in the performance of his duties and services hereunder and in furtherance of




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the business of the Company, in accordance with the policies and procedures established by the
Company.




     4. Termination of Employment. Executive’s employment with the Company may be
terminated as follows:



          (a) Death. In the event of Executive’s death, Executive’s employment will be
terminated immediately.




          (b) Disability. In the event of Executive’s Disability, as defined below, Executive’s
employment will be terminated upon thirty-days (30) written notice. “Disability” shall mean a
written determination by a physician mutually agreeable to the Company and Executive (or, in the
event of Executive’s total physical or mental disability, Executive’s legal representative) that
Executive is physically or mentally unable to perform his duties as Chief Financial Officer under
this Agreement and that such disability can reasonably be expected to continue for a period of six
(6) consecutive months or for shorter periods aggregating one hundred eighty (180) days in any
12-month period.




          (c) Termination by the Company for Cause or by Executive without Good Reason. The
Company shall be entitled to terminate Executive’s employment upon thirty (30) days written notice
if it has “Cause,” which shall mean any of the following: (i) a documented repeated and willful
failure by Executive to perform his duties, but only after the President’s written demand and only
if termination is effected by action taken by a vote of (A) prior to a Change in Control (as
defined below), at least a majority of the directors of the Company then in office, or (B) after a
Change in Control, at least 80% of the non-officer directors then in office of the Company, (ii)
Executive is convicted of a felony or enters a plea of guilty or nolo contendere to a felony, a
crime of falsehood or a crime involving fraud or moral turpitude or the actual




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incarceration of Executive for at least forty-five (45) consecutive days, (iii) conduct by
Executive constituting moral turpitude, or (iv) conduct by Executive involving dishonesty in
business dealings that are directly and materially injurious to the Company. Executive shall also
be entitled to terminate this Agreement upon thirty-days (30) written notice without Good Reason
(as defined herein).




          (d) Without Cause. Either the Company or Executive may terminate Executive’s
employment at any time without cause upon ninety (90) days written notice; provided,
however, that if a Change of Control has occurred Executive may terminate his employment
upon thirty (30) days written notice.




          (e) Termination by Executive with Good Reason. Executive shall be entitled to
terminate his employment upon thirty (30) days written notice after the occurrence of any of the
following events (each of which shall constitute “Good Reason”):




               (i) prior to a Change in Control:



                    A. a change in Executive’s status or position, or any
material diminution in his duties or
responsibilities;



                    B. a reduction in Base Salary, other than a Salary Reduction;



                    C. a failure to increase Base Salary consistent with
Executive’s performance review within a
twenty-four (24) month period since the previous Salary Increase; provided,
however, that such period shall not apply if there are no increases of base salaries on a
company-wide basis for the Company’s management personnel or if there is a voluntary deferral by
Executive of the last Company offered Salary Increase;



                    D. failure of the Company, which is not cured within ten
(10) days of receiving notice by
Executive of such failure, to deliver the Acknowledgment to



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Executive at least six months prior to any scheduled expiration of the Agreement; or



                    E. any purported termination of Executive’s employment which
is not in accordance with the
terms of this Agreement; and



                    (ii) after a Change in Control:



                    A. a change in Executive’s status or position, or any
material diminution in his duties or
responsibilities;



                    B. any increase in Executive’s duties inconsistent with his
position;



                    C. any reduction in Base Salary;



                    D. a failure to increase Base Salary consistent with
Executive’s performance review within a
twelve (12) month period since the most recent of either the last Salary Increase or the
Executive’s most recent performance review;



                    E. a failure to continue in effect any Employee Benefit Plan (as
such term is defined in the
Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(3)) in which Executive
participates, including (whether or not they constitute Employee Benefit Plans) incentive bonus,
stock option, or other qualified or nonqualified plans of deferred compensation (x) other than as a
result of the normal expiration of such a plan, or (y) unless such plan is merged or consolidated
into, or replaced with, a plan with benefits which are of equal or greater value;



                    F. requiring Executive to be based anywhere other than the county
where their principal office
was located immediately prior to the Change in Control;



                    G. refusal to allow the Executive to attend to matters or engage
in activities in which he was
permitted to engage prior to the Change in Control;



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                    H. failure of the Company, which is not cured within ten
(10) days of receiving notice by
Executive of such failure, to deliver the Acknowledgment to Executive at least six months prior to
any scheduled expiration of the Agreement;



                    I. failure to secure the affirmation by a Successor, within three
(3) business days prior to a
Change in Control, of this Agreement and the continuing obligations hereunder (or where the Company
does not have at least three (3) business days advance notice that a Person may become a Successor,
within one (1) business day after having notice that such Person may become or has become a
Successor). “Person” has the same meaning as such term has for purposes of Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended and as the same may be amended from time
to time (the “1934 Act”). “Successor” means any Person that succeeds to, or has the practical
ability to control (either immediately or with the passage of time), the Company’s business
directly, by merger or consolidation, or indirectly, by purchase of the Company’s voting securities
or all or substantially all of its assets; or



                    J. any purported termination of Executive’s employment which
is not in accordance with the
terms of this Agreement.


Notwithstanding anything herein to the contrary, at the election of Executive, beginning one
hundred eighty-one (181) days following a Change in Control and continuing through the first
anniversary of such Change in Control, Executive may terminate his employment upon thirty (30) days
written notice for any reason or no reason and such termination will be treated as having occurred
for Good Reason.




          (f) Change of Control. A “Change in Control” of the Company, means the occurrence of
any of the following events:





               (i) any Person (except (A) the Company or any affiliate of the



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Company, or (B) any Employee Benefit Plan (or any trust forming a part thereof) maintained by
the Company or any Subsidiary of the Company) is or becomes the beneficial owner, directly or
indirectly, of the Company’s securities representing 30.0% or more of the combined voting power of
the Company’s then outstanding securities, other than pursuant to a transaction described in clause
(iii). “Subsidiary” means, with respect to any corporation, any business entity of which a
majority of its voting power or its equity securities or equity interests is owned, directly or
indirectly, by such corporation;




               (ii) there occurs a sale, exchange, transfer or other disposition of substantially
all of the
assets of the Company to another entity, except to an entity controlled directly or indirectly by
the Company;




               (iii) there occurs a merger, consolidation, share exchange, tender offer, division
or other
reorganization of or relating to the Company, unless



                    A. the shareholders of the Company immediately before such
merger, consolidation, share
exchange, division or reorganization own, directly or indirectly, immediately thereafter at least
66-2/3% of the combined voting power of the outstanding voting securities of the Surviving Company
(as defined below) in substantially the same proportion as their ownership of the voting securities
immediately before such merger, consolidation, share exchange, division or reorganization; and



                    B. the individuals who, immediately before such merger,
consolidation, share exchange,
division or reorganization, are members of the Incumbent Board (as defined below) continue to
constitute at least two-thirds of the board of directors of the Surviving Company; provided,
however, that if the election, or nomination for election by the Company’s shareholders, of any new
director was approved by a vote of at least two-thirds of the



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Incumbent Board, such director shall, for the purposes hereof, be considered a member of the
Incumbent Board; and provided further, however, that no individual shall be considered a member of
the Incumbent Board if such individual initially assumed office as a result of either an actual or
threatened Election Contest or Proxy Contest (as both such terms are defined below), including by
reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; and



                    C. no Person (except (x) the Company or any Subsidiary of
the Company, (y) any Employee
Benefit Plan (or any trust forming a part thereof) maintained by the Company or any Subsidiary of
the Company, or (z) the Surviving Company or any Subsidiary of the Surviving Company) has
beneficial ownership of 30.0% or more of the combined voting power of the Surviving Company’s
outstanding voting securities immediately following such merger, consolidation, share exchange,
tender offer, division or reorganization. “Surviving Company” means the business entity that is a
resulting company following a merger, consolidation, share exchange, division or other
reorganization of or relating to the Company. “Incumbent Board” means the Board of Directors of the
Company as constituted at any relevant time. “Election Contest” means a solicitation with respect
to the election or removal of directors that is subject to the provisions of Rule 14a-11 of the
1934 Act. “Proxy Contest” means the solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors;



               (iv) a plan of liquidation or dissolution of the Company, other than pursuant to bankruptcy or
insolvency laws, is adopted; or



               (v) during any period of two consecutive years, individuals who, at the beginning of such
period, constituted the Board of Directors cease for any reason to constitute at least a majority
of the Board of Directors, unless the election, or the nomination for election by



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the Company’s shareholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the period; provided,
however, that no individual shall be considered a member of the Board of Directors at the beginning
of such period if such individual initially assumed office as a result of either an actual or
threatened Election Contest or Proxy Contest, including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest.


Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred if a Person
becomes the beneficial owner, directly or indirectly, of securities representing 30.0% or more of
the combined voting power of the Company’s then outstanding securities solely as a result of an
acquisition by the Company of its voting securities which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned by such Person;
provided, however, that if a Person becomes a beneficial owner of 30.0% or more of the combined
voting power of the Company’s then outstanding securities by reason of share repurchases by the
Company and thereafter becomes the beneficial owner, directly or indirectly, of any additional
voting securities of the Company, then a Change in Control shall be deemed to have occurred with
respect to such Person under clause (i).



Notwithstanding anything contained herein to the contrary, if the Executive’s employment is
terminated and he reasonably demonstrates that such termination (x) was at the request of a third
party who has indicated an intention of taking steps reasonably calculated to effect a Change in
Control and who effects a Change in Control, or (y) otherwise occurred in connection with, or in
anticipation of, a Change in Control which actually occurs, then for all purposes hereof, a Change
in Control shall be deemed to have occurred on the day immediately prior to the date of the
termination of Executive’s employment.




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     5. Compensation and Benefits Upon Termination.



          (a) If Executive’s employment is terminated for Good Reason, without Cause or by reason of
Disability:




               (i) Base Salary and Payment Schedule. The Company shall, for a period of twenty-four
(24) months from the date of termination, pay to Executive the highest Base Salary paid during the
period including the year in which such termination occurs and the preceding two (2) years, in
accordance with the normal payroll policies of the Company. Executive shall also be entitled to a
payment (“Vacation Payment”) attributable to Base Salary for unused vacation accrued. Such Vacation
Payment shall be made to Executive in a lump sum within thirty-days (30) following the date of
Executive’s termination of employment.



               (ii) Bonus. The Company shall, for a period of twenty-four (24) months from the
date
of termination, pay Executive an amount equal to the highest bonus payment made to Executive during
the preceding two (2) years pursuant to any Company incentive bonus plan.



               (iii) Contribution Plans. The Company shall, for a period of twenty-four months from
the date of termination, pay Executive an amount equal to the highest amounts contributed to all
Company tax qualified and non-qualified contribution plans (other than Executive’s own
contributions) in the year of Executive’s termination of employment or the proceeding two (2)
years;



               (iv) Medical Benefits. Executive will be eligible to:



               (v) elect individual and dependent continuation group health and (if applicable) dental
coverage, as provided under Section 4980B(f) of the Internal Revenue Code (“COBRA”), for the
maximum COBRA coverage period available, subject to all conditions and



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limitations (including payment of premiums and cancellation of coverage upon obtaining
duplicate coverage or Medicare entitlement). If Executive or one or more of Executive’s covered
dependents elects COBRA coverage, then the Company shall pay the cost of the COBRA coverage for a
period of twenty-four (24) months from the date of termination; or



               (vi) receive payments from the Company in equal amounts to payments the Company would have to
make pursuant to 5(a)(iii)(A) above.



               (vii) Benefit Plans. Executive shall continue to accrue additional benefits under any
Company tax-qualified or non-tax qualified defined benefit plan (each a “Defined Benefit Plan”) for
period of twenty-four months from the date of termination based on the highest compensation paid to
Executive in the year of Executive’s termination of employment or the proceeding two (2) years.
Any payments due to Executive pursuant to this Section 5(a)(v) shall be made in accordance with the
applicable Defined Benefit Plan.



               (viii) Offset. If such termination is due to Disability, the Company shall have the
right to offset any payments made to Executive pursuant to this Section 5(a) by any amounts paid to
Executive pursuant to any Company disability plan.



               (ix) Disability Benefits. If such termination is due to Disability, Executive shall
be eligible to:



               (x) elect to continue to receive all disability benefits pursuant to any Company disability
plan for the remaining term of this Agreement. If Executive elects to continue to receive
disability benefits, then the Company shall pay all costs related to Executive’s continued
participation in the disability plan; or



               (xi) receive tax-effected payments from the Company in equal amounts to payments the Company
would have to make pursuant to 5(a)(vii)(A) above.



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          (b) If Executive’s employment is terminated by reason of Death:




               (i) Base Salary and Payment Schedule. The Company shall for one (1) year pay to
Executive’s legal representative the highest Base Salary paid during the period including the year
in which such termination occurs and the preceding two (2) years, in accordance with the normal
payroll policies of the Company;



               (ii) Bonus. The Company shall for one (1) year, pay Executive’s legal
representative
an amount equal to the highest payment made to Executive during the preceding two (2) years
pursuant to any Company incentive bonus plan.



               (iii) Contribution Plans. The Company shall for one (1) year, pay Executive’s
legal
representative an annual amount equal to the highest amounts contributed to all tax qualified and
non-qualified contribution plans (other than Executive’s own contributions) in the year of
Executive’s termination of employment or the proceeding two (2) years;



               (iv) Medical Benefits. Executive’s covered dependants will be eligible to:



               (v) elect individual and dependent continuation group health and (if applicable) dental
coverage, as provided under Section 4980B(f) of the Internal Revenue Code (“COBRA”), for the
maximum COBRA coverage period available, subject to all conditions and limitations (including
payment of premiums and cancellation of coverage upon obtaining duplicate coverage or Medicare
entitlement). If Executive’s covered dependents elect COBRA coverage, then the Company shall pay
the cost of the COBRA coverage for a period of twenty-four (24) months from the date of
termination. Executive’s covered dependents shall be responsible for paying the full cost of the
COBRA coverage (including the administrative charge) after the earlier of (x) a term of one (1)
year; or (y) eligibility for coverage under another



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employer’s medical plan; or



               (vi) receive payments from the Company in equal amounts to payments the Company would have to
make pursuant to 5(b)(iv)(A) above.



               (vii) Benefit Plans. Executive shall continue to accrue additional benefits under any
Company tax-qualified or non-tax qualified defined benefit plan (each, a “Defined Benefit Plan”)
for one (1) year based on the highest compensation paid to Executive in the year of Executive’s
termination of employment or the proceeding two (2) years. Any payments due to Executive’s legal
representative pursuant to this Section 5(b)(v) shall be made in accordance with the applicable
Defined Benefit Plan.



          (c) If Executive’s employment is terminated by Executive without Good Reason or by the Company
for Cause, the Company will pay to Executive all Base Salary, at the rate then in effect, accrued
through the date of Executive’s termination of active employment and Executive shall also be
entitled to a Vacation Payment attributable to Base Salary for unused vacation accrued. Such
Vacation Payment shall be made to Executive in a lump sum within thirty-days (30) following the
date of Executive’s termination of employment.




     6. Funding of Termination Compensation and Benefits. If this Agreement is terminated
(a) by the Company without Cause or by the Executive for Good Reason and (b) a Change in Control
has occurred, Executive may require that (x) all compensation and benefits payable to Executive
pursuant to Section 5 shall be secured through a grantor trust, letter of credit, or similar
arrangement and (y) that the present value of certain compensation (including, without limitation,
Base Salary, Bonus and Vacation Payment) payments shall be paid to Executive in one lump sum
payment.



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     7. Gross-Up. If there is a change in control of the Company (within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), the Company shall be
required to pay (the “Gross-Up Payment”) to Executive or on his behalf any excise taxes
imposed on any payments and benefits paid to Executive pursuant to Section 5 hereof. The Company
shall also pay any additional income tax liability imposed on Executive as a result of the Gross-Up
Payment.



     8. Offset for Severance Pay. The Company shall have the right to offset any payments
and benefits made to Executive pursuant to Section 5 by any payments made to Executive pursuant to
any severance agreement or policy.



     9. No Mitigation. Upon termination of Executive’s employment (i) without Cause, (ii)
for Good Reason, or (iii) in any case after a Change in Control, Executive shall not be required to
mitigate damages with respect to the amount of any payment provided under this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment provided under this Agreement be
reduced by retirement benefits, deferred compensation or any compensation earned by Executive as a
result of employment by another employer.



     10. D&O Insurance. The Company shall provide Executive with commercially reasonable
director and officer liability insurance at all times during the term of this Agreement (including
any renewal term), and for a period of six (6) years following the expiration or termination of
this Agreement.



     11. Confidentiality/Settlement of Existing Rights.



          (a) In order to induce Executive to enter into this Agreement, and in order to enable
Executive to provide services on behalf of the Company, during the term of this Agreement, the
Company will provide Executive with access to certain trade secrets and




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confidential or proprietary information belonging to the Company, which may include, but is
not limited to, the identities, customs, and preferences of the Company’s existing and prospective
clients, customers, tenants or vendors; the identities and skills of the Company’s employees; the
Company’s methods, procedures, analytical techniques, and models used in providing products and
services, and in pricing or estimating the cost of such products and services; the Company’s
financial data, business and marketing plans, projections and strategies; customer lists and data;
tenant lists and data, vendor lists and data; training manuals, policy manuals, and quality control
manuals; software programs and information systems; and other information relating to the
development, marketing, and provision of the Company’s products, services, and systems (i.e.,
“Confidential Information”). Executive acknowledges that this Confidential Information constitutes
valuable, special and unique property of the Company.




          (b) Executive agrees that, except as may be necessary in the ordinary course of performing his
duties under this Agreement, Executive shall not, without prior express written consent of the
Company (i) use such Confidential Information for Executive’s own benefit or for the benefit of
another; or (ii) disclose, directly or indirectly, such Confidential Information to any person,
firm, corporation, partnership, association, or other entity (except for authorized personnel of
the Company) at any time prior or subsequent to the termination or expiration of this Agreement.




          (c) By this Agreement, the Company is providing Executive with rights that Executive did not
previously have. In exchange for the foregoing and the additional terms agreed to in this
Agreement, Executive agrees that all Company Proprietary and Confidential Information learned or
developed by Executive during past employment with the Company and all goodwill developed with the
Company’s clients, customers and other business contacts by




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Executive during past employment with the Company is now the exclusive property of the
Company, and will be used only for the benefit of the Company, whether previously so agreed or not.
Executive expressly waives and releases any claim or allegation that he should be able to use
client and customer goodwill, specialized Company training, or Confidential Information, that was
previously received or developed by Executive while working for the Company for the benefit of any
competing person or entity.




     12. Return of Company Property. Executive acknowledges that all memoranda, notes,
correspondence, databases, discs, records, reports, manuals, books, papers, letters, CD ROMs, keys,
passwords and access codes, client/customer/vendor/supplier profile data, contracts, orders, and
lists, software programs, information and records, and other documentation (whether in draft or
final form) relating to the Company’s business, and any and all other documents containing
Confidential Information furnished to Executive by any representative of the Company or otherwise
acquired or developed by him in connection with his association with the Company (collectively,
“Recipient Materials”) shall at all times be the property of the Company. Within seventy-two (72)
hours of the termination of his relationship with the Company, Executive promises to return to the
Company any Recipient Materials that are in his possession, custody or control, regardless of
whether such Materials are located in Executive’s office, automobile, or home or on Executive’s
business or personal computers. Executive also shall authorize and permit the Company to inspect
all computer drives used or maintained by Executive during his employment or consulting at the
Company and, if necessary, to permit the Company to delete any Recipient Materials or Proprietary
Information contained on such drives.



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     13. Protective Covenants. Executive agrees that the following covenants are
reasonable and necessary agreements for the protection of the business interests covered in the
fully enforceable, ancillary agreements set forth in this Agreement:



          (a) No Interference with Client/Customer Relationships. Executive agrees that, for
one year after Executive’s employment with the Company ceases, Executive will not induce or attempt
to induce any client or customer of the Company to diminish, curtail, divert, or cancel its
business relationship with the Company. This paragraph is geographically limited to a fifty-mile
(50) radius of Southampton, Pennsylvania.




          (b) No Unfair Competition. Executive agrees that for one year after Executive’s
employment with the Company ceases, Executive will not participate in, work for, or assist a
Competing Business in any capacity (as owner, employee, consultant, contractor, officer, director,
lender, investor, agent, or otherwise), unless given the prior written consent of the Board to do
so. This restriction is limited to a fifty-mile (50) radius of Southampton, Pennsylvania. Nothing
herein will prohibit ownership of less than 5% of the publicly traded capital stock of a
corporation so long as this is not a controlling interest, or ownership of mutual fund investments.




          (c) Remedies. In the event of breach or threatened breach by Executive of any
provision of Section 11, 12 or 13 hereof, the Company shall be entitled to (i) injunctive relief by
temporary restraining order, temporary injunction, and/or permanent injunction; (ii) recovery of
all attorneys’ fees and costs incurred by the Company in obtaining such relief; and (iii) any other
legal and equitable relief to which may be entitled, including, without limitation, any and all
monetary damages that the Company may incur as a result of said breach or threatened breach, in
each case without the necessity of posting any bond. The Company may pursue any




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remedy available, including declaratory relief, concurrently or consecutively in any order as
to any breach, violation, or threatened breach or violation, and the pursuit of one such remedy at
any time will not be deemed an election of remedies or waiver of the right to pursue any other
remedy.




     14. Arbitration. If any dispute shall arise between any of the parties hereto with
reference to the interpretation of this Agreement or their rights with respect to any transaction
involved, the dispute shall be settled solely and exclusively through arbitration in accordance
with the rules of the American Arbitration Association; provided, however, that
Company shall remain entitled to all remedies under Section 13(c).



     15. Merger or Acquisition; Disposition and Assignment. In the event the Company
should consolidate, or merge into another entity, or transfer all or substantially all of its
assets or operations to another Person, or divide its assets or operations among a number of
entities, this Agreement shall continue in full force and effect with regard to the surviving
entity and may be assigned by the Company if necessary to achieve this purpose. Executive’s
obligations under this Agreement are personal in nature and may not be assigned by Executive to
another Person.



     16. Payment of Fees and Expenses Relating to Agreement. The Company shall reimburse
Executive for all fees and expenses incurred in connection with enforcing this Agreement (including
without limitation, attorneys’ fees).



     17. Notices. All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be deemed to have been delivered on the date personally
delivered or on the date deposited in a receptacle maintained by the United States Postal Service
for such purpose, postage prepaid, by certified mail, return receipt requested, or by express mail
or overnight courier, addressed to the address indicated under the signature block for that party



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provided below. Either party may designate a different address by providing written notice of
a new address to the other party.



     18. Severability. If any provision contained in this Agreement is determined to be
void, illegal or unenforceable by a court of competent jurisdiction, in whole or in part, then the
other provisions contained herein shall remain in full force and effect as if the provision that
was determined to be void, illegal, or unenforceable had not been contained herein. In making any
such determination, the determining court shall deem any such provision to be modified so as to
give it the maximum effect permitted by applicable law.



     19. Waiver, Construction and Modification. The waiver by any party hereto of a breach
of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent
breach by any party. This Agreement may not be modified, altered or amended except by written
agreement of all the parties hereto.



     20. Governing Law and Venue. It is the intention of the parties that the laws of the
Commonwealth of Pennsylvania should govern the validity of this Agreement, the construction of its
terms, and the interpretation of the rights and duties of the parties hereto without regard to any
contrary conflicts of laws principles. The agreed upon venue and personal jurisdiction for the
parties on any claims or disputes under this Agreement is Bucks County, Pennsylvania.



     21. Representation of Executive. Executive hereby represents and warrants to the
Company that Executive has not previously assumed any obligations that would prevent him from
accepting, retaining and/or engaging in full employment with the Company, or which Executive could
violate in the ordinary course of his duties for the Company. Further, Executive hereby represents
and warrants to the Company that Executive has not previously assumed any obligations that are
inconsistent with those contained in this Agreement, and that he will not use,



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disclose, or otherwise rely upon any confidential information or trade secrets derived from
any previous employment, if Executive has any, in the performance of his duties on behalf of the
Company. Further, Executive acknowledges that he has read and is fully familiar with the terms of
this Agreement, has had a reasonable opportunity to consider this Agreement and to seek legal
counsel, and after such review, Executive stipulates that the promises made by him in this
Agreement are not greater than necessary for the protection of the Company’s good will and other
legitimate business interests and do not create undue hardship for Executive or the public.



     22. Complete Agreement. This Agreement contains the complete agreement and
understanding concerning the employment arrangement between the parties and will supersede all
other agreements, understandings or commitments between the parties as to such subject matter. The
parties agree that neither of them has made any representations concerning the subject matter of
this Agreement except such representations as are specifically set forth herein. The parties agree
that, except as specifically contemplated by this Agreement, this Agreement supersedes any other
agreement, plan or arrangement that may now exist that may otherwise apply to or include Executive
regarding employment, compensation, bonus, severance or retention benefits, that any such
agreements, plans or arrangements are hereby terminated with respect to Executive and that none of
the Company nor any affiliate of the Company will have any liability or obligation to Executive,
his heirs, successors or beneficiaries with respect to the existence or termination of any such
agreements, plans or arrangements, notwithstanding the terms of any of them.



     23. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors, legal representatives and assigns, and upon Executive, his
heirs, executors, administrators, representatives and assigns. It is specifically agreed that



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upon the occurrence of any of the events specified in Section 15 above, the provisions of this
Agreement shall be binding upon and inure to the benefit of and be assumed by any surviving or
resulting Person or any such Person to which such assets shall be transferred.



     24. Captions. The Section and other headings used in this Agreement are for the
convenience of the parties only, are not substantive and shall not affect the meaning or
interpretation of any provision of this Agreement.



     25. Counterparts. This Agreement may be signed in counterparts, which together shall
constitute one and the same agreement.



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     IN WITNESS WHEREOF, and intending to be legally bound, the parties agree to each of the
foregoing terms.



	 	 	 	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Duane D. Deaner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	707 Crestbrook Avenue	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Cherry Hill, NJ 08003	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ENVIRONMENTAL TECTONICS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	Name:	 	William F. Mitchell	 	 
	 	 	Title:	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Address:
	 	Environmental Tectonics Corporation	 	 
	 

	 	 	 	 	 	County Line Industrial Park	 	 
	 

	 	 	 	 	 	Southampton, Pennsylvania 18966	 	 






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Exhibit A to Deaner Employment Agreement




Base Annual Salary: $97,469.00




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Exhibit B to Deaner Employment Agreement




Key Management Bonus Plan





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