Unassociated Document


    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (this “Employment
      Agreement”)
      is
      made and entered into as of March 13, 2007, by and between Measurement
      Specialties, Inc., a New Jersey corporation with corporate offices located
      in
      Hampton, Virginia (the “Employer”),
      and
      Mark Thomson (the “Executive”).
      The
      Employer and the Executive are sometimes individually referred to herein as
      a
“Party”
or
      collectively referred to herein as the “Parties.”

     

    WHEREAS,
      Employer desires to employ Executive and Executive desires such employment,
      pursuant to the terms and conditions set forth herein.

     

    NOW
      THEREFORE, in consideration of the premises and mutual covenants and obligations
      hereinafter set forth, and for other good and valuable consideration, the
      sufficiency and adequacy of which are hereby acknowledged, and intending to
      be
      legally bound hereby, the Employer and the Executive hereby agree as
      follows:

     

    1. Effective
      Date and Employment Term.

     

    (a) Effective
      Date.
      Subject
      to the provisions of Section 3(a) hereof, this Employment Agreement shall be
      effective as of March 13, 2007 (the “Effective
      Date”).

     


      (b) Employment
        Term.
        The
        term (the “Initial
        Term”)
        of the
        Executive’s employment under this Employment Agreement shall commence on April
        2, 2007 and continue until the five (5) year anniversary of such date, unless
        sooner terminated pursuant to Section 4. Notwithstanding the foregoing, this
        Employment Agreement shall be automatically renewed for successive one-year
        terms (each, a “Renewal
        Term,”
and
        all Renewal Terms together with the Initial Term, the “Employment
        Term”)
        unless
        either Party gives written notice to the other, not less than sixty (60)
        days
        prior to the end of the Initial Term or any Renewal Term, as the case may
        be, of
        such Party’s intention not to renew this Employment Agreement.



     

    2. Position,
      Duties, Reporting, Operations and Other Activities.

     

    (a) Position
      and Duties.
      The
      Employer hereby employs the Executive and the Executive hereby accepts
      employment with the Employer to serve as Chief Financial Officer. Executive
      shall perform the services and duties attendant to such office as set forth
      herein or in the Bylaws of the Employer, subject in all respects to the
      direction and supervision of the Board of Directors of the Employer, provided
      that such services and duties are consistent with the normal and customary
      responsibilities of a Chief Financial Officer and that Executive retains the
      position of Chief Financial Officer. As Chief Financial Officer, the Executive
      shall report directly to the Chief Executive Officer and the Board of Directors
      of the Employer. The Executive shall serve the Employer faithfully and
      diligently and shall devote his full professional time and attention (except
      for
      vacation, sick leave, and other excused leaves of absence) to the performance
      of
      his services under this Agreement. The
      Executive shall at all times act in good faith and in the interests of the
      Employer and its affiliates. The Executive shall provide services at the
      Employer’s place of employment, currently located in Hampton, Virginia subject
      to any relocation which will not trigger clause (iii) of the definition of
“Good
      Reason” in Section 4(c)(4) hereto or which is consented to by the Executive.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Other
      Activities.
      Except
      upon the prior approval of the Employer, during the Employment Term, the
      Executive will not: (i) accept any other employment; (ii) accept any position
      as
      a director or officer of any business or organization other than the Employer
      and its affiliates (other than positions with a reasonable number of charitable
      organizations) or (iii) engage, directly or indirectly, in any other business
      activity (whether or not pursued for pecuniary advantage) that is competitive
      with, or that places him or any other business or company in a competing
      position to Employer and their respective affiliates.

     

    3. Compensation
      and Other Benefits.

     

    (a) Compensation.
      In
      consideration of the services to be rendered by the Executive during the
      Employment Term, the Employer shall pay to the Executive, and the Executive
      agrees to accept from the Employer, a salary of $230,000 per year (the
“Salary”),
      payable in accordance with the Employer’s payroll practices in effect during the
      course of this Employment Agreement. The Board of Directors of the Employer
      or
      Compensation Committee shall review the Salary on an annual basis and consider,
      at its discretion, any increases thereof.

     

    (b) Annual
      Bonus.
      During
      the Employment Term, the Executive shall be eligible for an annual bonus of
      up
      to 40% of his Salary based on minimum Employer performance standards and
      individual performance standards to be determined on an annual basis by
      management of Employer (the “Annual
      Bonus”);
      provided that with respect to the first year of the Initial Term, the Executive
      shall receive a guaranteed minimum bonus of $45,000. The Employer shall pay
      the
      Executive the Annual Bonus consistent with its normal bonus practices provided,
      however, that the Employer shall pay the bonus to the Executive no later than
      the 15th
      day of
      the third month following the end of the Employer’s fiscal year to which the
      bonus relates.

     

    (c) Expenses.
      The
      Employer shall reimburse the Executive for reasonable travel and other business
      expenses (“Business
      Expenses”),
      which
      are properly documented and consistent with the Employer’s expense policies,
      incurred by the Executive in the performance of his duties hereunder in
      accordance with the Employer’s general policies, as they may be amended from
      time to time during the course of this Employment Agreement. 

     

    (d) Benefits.
      The
      Executive shall be entitled to take up to four weeks of paid vacation per year,
      subject to accrual and carryover into the next year of a maximum of one week
      of
      unused vacation consistent with the written vacation pay policies of the
      Employer applicable to similarly-situated Executives, and the Executive shall
      be
      entitled to participate in the same health, disability, retirement and other
      employee benefits as are generally provided to executive employees of the
      Employer in accordance with such terms, conditions and eligibility requirements
      as may from time to time be established by the Employer for its executive
      employees generally. 

     

    
      
        
        

      

      
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    (e) Stock
      Options.
      On the
      first day of the calendar month immediately following the calendar month in
      which the Executive begins employment, the Employer shall grant to the Executive
      an option to purchase up to 75,000 shares of the Employer’s Common Stock at an
      exercise price per share equal to the fair market value of a share of the
      Employer’s Common Stock on the date of such grant (the “Option”),
      of
      which 50,000 shares shall vest over a five (5) year period in equal 20%
      installments on each of the next five anniversaries of the date of the grant
      based solely on the continued employment of the Executive with the Employer,
      and
      the remaining 25,000 shall be subject to vesting conditions based upon
      performance targets to be determined by the Compensation Committee, up to a
      maximum of 5,000 shares vesting per year on each of the next five anniversaries
      of the date of the grant. The Option shall be granted pursuant to the Employer’s
      2006 Stock Option Plan by the Compensation Committee of the Employer’s Board of
      Directors in accordance with the Employer’s normal option grant procedures, and
      shall be subject to the terms, conditions and provisions thereof and of the
      certificate or agreement evidencing the Option. The options to purchase up
      to
      50,000 shares that will vest over a five (5) year period in equal 20%
      installments will be designed to be incentive stock options within the meaning
      of Section 422 of the Internal Revenue Code (the “Code”) up to the maximum
      $100,000 per year limit.

     

    (f) Harvard
      Business School General Manager Program.
      Notwithstanding any other provision of this Agreement, the Employer acknowledges
      that the Executive is currently enrolled in the Harvard Business School General
      Manager Program (the “Program”) which is scheduled to end around the middle of
      May 2007. The Employer agrees to act as an employer sponsor of the Executive
      in
      connection with his participation in the Program and to treat the Executive
      as
      fully employed while he is participating in the Program; provided, however,
      the
      Employer assumes no financial obligation to the Executive or to the Program
      with
      respect to the costs and expenses associated with the Program.

     

    4. Termination
      of Employment.

     

    (a) By
      Death.
      If the
      Executive dies prior to the expiration of the Employment Term, the Employer
      will
      pay to his beneficiaries or estate in a lump sum, within thirty (30) days of
      his
      death (or, solely with respect to the Annual Bonus, as soon as practicable
      after
      determination of the Annual Bonus consistent with the Employer’s normal bonus
      determination practices but not later than the 15th
      day of
      the third month following the end of the Employer’s fiscal year to which the
      bonus relates), (i) the unpaid portion of his Salary earned through the
      date of his death, together with the amount of any accrued but unpaid Annual
      Bonus which was earned in the prior completed fiscal year (disregarding any
      requirement that Executive be employed on the date of payment of the bonus),
      (ii) unreimbursed business expenses properly documented in accordance with
      the Employer’s then existing expense policies and (iii) accrued but unused
      vacation. Thereafter, the Employer’s obligations hereunder shall
      terminate.

     

    (b) By
      Disability.
      If the
      Executive becomes “Permanently
      Disabled”
(as
      defined below) prior to the expiration of the Employment Term, then the Employer
      shall be entitled to terminate his employment, subject to the requirements
      of
      applicable law, and the Executive shall be entitled to receive disability
      benefits in accordance with any applicable disability policy maintained by
      the
      Employer as of the date of such disability. In the event of such termination,
      the Employer shall pay to the Executive in a lump sum, within ten (10) days
      of
      his termination (or, solely with respect to the Annual Bonus, as soon as
      practicable after determination of the Annual Bonus consistent with the
      Employer’s normal bonus determination practices but not later than the
      15th
      day of
      the third month following the end of the Employer’s fiscal year to which the
      bonus relates), (i) the unpaid portion of his Salary earned through the
      date of termination, together with the amount of any accrued but unpaid Annual
      Bonus which was earned in the prior completed fiscal year (disregarding any
      requirement that Executive be employed on the date of payment of the bonus),
      (ii) unreimbursed business expenses properly documented in accordance with
      the Employer’s then existing expense policies and (iii) accrued but unused
      vacation. Thereafter, the Employer’s obligations hereunder shall terminate. For
      the purposes of this Employment Agreement, the Executive shall be deemed
“Permanently
      Disabled”
when
      the Board of Directors of Employer determines, in good faith, that the Executive
      has suffered a physical or mental disability that prevents the Executive from
      performing the essential duties of his position with reasonable accommodations
      as may be required by law: (i) for a period of ninety (90) consecutive calendar
      days; or (ii) for an aggregate of one hundred twenty (120) business days in
      any
      twelve (12) month period.

     

    
      
        
        

      

      
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    (c) By
      the
      Executive for Good Reason; by the Employer Other than for Cause.
      

     

    (1) The
      Executive may terminate, without liability, his employment for “Good
      Reason”
(as
      defined below) upon advance written notice of thirty (30) days to the Employer.
      The Employer may terminate the Executive “Other
      than for Cause”
(as
      defined below) upon advance written notice of thirty (30) days to the Executive.
      Upon a termination of Executive’s employment Other than for Cause or for Good
      Reason, Executive shall be entitled to receive from the Employer the following
      sums, each payable within the time frame set forth herein: (i) in a lump sum
      the
      amount of Executive’s Salary accrued through the date of termination and unpaid,
      together with the amount of any accrued but unpaid Annual Bonus earned in the
      prior completed fiscal year (disregarding any requirement that Executive be
      employed on the date of payment of the bonus), to be paid within twenty (20)
      business days after the date of termination (or, solely with respect to the
      Annual Bonus, as soon as practicable after determination of the Annual Bonus
      consistent with the Employer’s normal bonus determination practices but not
      later than the 15th
      day of
      the third month following the end of the Employer’s fiscal year to which the
      bonus relates), (ii) subject to Section 4(c)(2), an additional amount equal
      to
      100% of Executive’s Annual Salary as in effect at the date of termination, to be
      paid in equal installments over the course of one year following the date of
      termination in accordance with the Employer’s payroll practices then in effect,
      beginning with the first payroll payment date beginning after the date of
      termination, (iii) the amount of any outstanding business expenses that were
      incurred by Executive prior to the date of termination but not reimbursed as
      of
      such date, to be paid in a lump sum within twenty (20) business days after
      the
      date of termination, and (v) a lump sum payment for accrued but unused
      vacation to be paid within twenty (20) business days after the date of
      termination. Thereafter, except as specifically excluded from the Release (as
      hereinafter defined), the Employer’s obligations hereunder shall
      terminate.

     

    (2) The
      payments and benefits provided for in Section 4(c)(1)(ii) are contingent on
      (x)
      the receipt by the Employer of a release (the “Release”)
      executed by the Executive in the form attached as Exhibit
      A
      (which
      is to be executed and delivered by the Executive following Executive’s
      termination), and (y) the lapse of the seven day revocation period set forth
      in
      the Release without receipt by the Employer of a notice of revocation. The
      Executive acknowledges that to the extent the Employer does not receive a
      Release in the form attached as Exhibit
      A
      executed
      by Executive on or within twenty-one (21) days after Executive’s termination or
      if the Release is revoked by the Executive during the seven day revocation
      period, the Executive shall not be entitled to the payments and benefits
      provided for in Section 4(c)(1)(ii). The Executive acknowledges and agrees
      that,
      to the extent he delivers the Release and accepts the payments and benefits
      provided for in Section 4(c)(1)(ii), the payments and benefits provided for
      in
      Section 4(c)(1)(ii) of this Agreement are the sole and exclusive remedies of
      the
      Executive against the Employer and its affiliates if the employment of the
      Executive is terminated pursuant to this Section 4(c); provided,
      however,
      that
      the Executive shall retain all of the claims excluded in the Release.


     

    
      
        
        

      

      
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    (3) Upon
      a
      termination of Executive’s employment Other than for Cause or for Good Reason, a
      pro rata portion of the annual installment of the Option otherwise vesting
      as of
      the end of the fiscal year in which the termination of the Executive’s
      employment occurs shall be deemed to have vested as of the date of termination
      in proportion to the percentage of the fiscal year for which the Executive
      was
      actually employed by the Employer.

     

    (4) For
      the
      purposes of this Employment Agreement, “Good
      Reason”
shall
      exist for a period of sixty (60) days after the occurrence of any of the
      following events: (i) the Employer shall continue to be in default of any
      obligations under this Employment Agreement after the Executive has given the
      Employer notice of such default and an opportunity to cure such default within
      ten (10) days of receipt of such notice; (ii) there is any material diminution
      in the title, job responsibilities, authority, powers or duties of the
      Executive, provided, however, that a change in the Executive’s reporting
      structure shall not constitute a diminution of the Executive’s title, job
      responsibilities, authority, powers or duties; (iii) the Employer’s place of
      employment is relocated beyond twenty-five (25) miles
      from Hampton, Virginia; or (iv) there is any reduction of Executive’s Annual
      Bonus target percentage. If the Executive elects not to terminate his employment
      within sixty (60) days after the occurrence of any event specified above, the
      Executive shall be deemed to have consented to the occurrence of such event
      and
      any subsequent termination by the Executive of his employment which he claims
      to
      be result thereof shall nonetheless be deemed a termination by the Executive
      other than for Good Reason.

     

    (5) “Other
      than for Cause”
shall
      mean any termination by the Employer of the Executive’s employment other than
      pursuant to Section 4(b) or 4(e). In the event that this Employment Agreement
      is
      not renewed by the Employer upon the expiration of the Initial Term or any
      Renewal Term pursuant to Section 1(b) hereof, such non-renewal shall be deemed
      a
      termination of the Executive’s employment Other than for Cause and shall entitle
      the Executive to the payments and benefits set forth in Section
      4(c)(1).

     

    (d) By
      the
      Executive other than for Good Reason.
      If the
      Executive terminates his employment for any reason other than for Good Reason
      then all the Employer’s obligations hereunder shall immediately terminate,
      except that the Employer shall pay to the Executive in a lump sum, within ten
      (10) business days (or, solely with respect to the Annual Bonus, as soon as
      practicable after determination of the Annual Bonus consistent with the
      Employer’s normal bonus determination practices but not later than the
      15th
      day of
      the third month following the end of the Employer’s fiscal year to which the
      bonus relates), (i) the unpaid portion of his Salary earned through the
      date of termination, together with the amount of any accrued but unpaid Annual
      Bonus earned in the latest completed fiscal year (disregarding any requirement
      that Executive be employed on the date of payment of the bonus),
      (ii) accrued but unused vacation and (iii) unreimbursed business
      expenses properly documented in accordance with the Employer’s then existing
      expense policies incurred through the date of such termination.

     

    
      
        
        

      

      
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    (e) By
      the
      Employer for Cause.
      If the
      Employer terminates the Executive for Cause, then all of the Employer’s
      obligations hereunder shall immediately terminate, except that the Employer
      shall pay to the Executive, within ten (10) business days, the portion of his
      Salary earned through the date of termination and unreimbursed Business Expenses
      properly documented in accordance with the Employer’s then existing expense
      policies incurred through the date of such termination. For purposes of this
      Employment Agreement, “Cause”
shall
      mean: (i) any act or omission that constitutes a material breach by the
      Executive of any of his obligations under this Employment Agreement or any
      material written policy of the Employer or any of its affiliates of which the
      Executive has been given prior notice; (ii) the failure or refusal by the
      Executive to follow any lawful reasonable direction of the Chief Executive
      Officer or the Board of Directors of the Employer that is material and is
      consistent with the Executive’s obligations under this Employment Agreement; or
      (iii) the conviction of the Executive (including a nolo
      contendere
      or
      guilty plea) of a felony or a crime involving fraud, misappropriation or
      dishonesty. Notwithstanding the foregoing, the occurrence of an event described
      in clause (i) or (ii) above shall not constitute Cause unless and until the
      Employer has provided the Executive with written notice of the event and action
      required to remedy the same, including a description and details of same, and
      (x) the Executive has failed to remedy the same within ten (10) business days
      of
      such notice, or (y) if such conduct is not remediable by diligent efforts within
      ten (10) business days, but the Executive has commenced diligent action to
      remedy such situation within ten (10) business days, the Executive has failed
      to
      remedy the same with twenty (20) business days of such notice. 

     

    (f) Termination
      of Employment.
      For
      purposes of this Agreement, any references to a termination of employment or
      to
      the time at which the Executive terminates his employment will be construed
      consistent with a “separation from service” within the meaning of Section 409A
      of the Code.

     

    5. Proprietary
      Information.

     

    (a) For
      purposes of this Employment Agreement, “Proprietary
      Information”
shall
      mean all proprietary, secret or confidential information pertaining to the
      business and affairs of the Employer and its respective affiliates (whether
      or
      not such information is in written form). Without limiting the generality of
      the
      foregoing, Proprietary Information shall include: (i) client lists, lists of
      potential clients and details of agreements with clients; (ii) acquisition,
      expansion, marketing, financial and other business information, projections
      and
      plans; (iii) research and development; (iv) computer programs and computer
      software; (v) sources of supplies and supplier lists; (vi) identity of
      specialized consultants and contractors and Proprietary Information that is
      developed or learned by the Executive in the course of his relations with the
      Employer and its affiliates; (vii) purchasing, operating and other cost data;
      (viii) special client needs, cost and pricing data; (ix) employee information;
      (x) all Proprietary Rights, which shall mean the following: (A) any and all
      patents and patent applications (including all provisional, divisions,
      continuations, continuations in part, and reissues), patentable inventions,
      and
      business methods; (B) all registered and unregistered fictional business names,
      trade names, trademarks, service marks, and registered domain names and all
      applications with respect to any of the foregoing; (C) registered and
      unregistered copyrights in both published works and unpublished works and
      copyrightable subject matter, including software; and (D) all know-how, trade
      secrets, customer lists, confidential information, technical information, data,
      process technology, plans, drawings, and blueprints.); and (xi) all data,
      concepts, ideas, findings, discoveries, developments, programs, designs,
      inventions, improvements, methods, practices and techniques, whether or not
      patentable, relating to present and planned future activities and the products
      and services of the Employer and their respective affiliates. Proprietary
      Information also includes information recorded in manuals, memoranda,
      projections, minutes, plans, drawings, designs, formula books, specifications,
      computer programs and records, whether or not legended or otherwise identified
      as Proprietary Information, as well as information that is the subject of
      meetings and discussions and not so recorded; provided,
      however,
      that
      Proprietary Information shall not include any information which (i) is or
      becomes generally available to the public other than as a result of disclosure
      by the Executive, (ii) was or becomes available to the Executive on a
      non-confidential basis from a third party, which source is not bound by a
      confidentiality agreement or other duty of confidentiality with respect to
      such
      Proprietary Information, or (iii) disclosure was specifically authorized in
      writing by the Employer. In the event that the Executive becomes legally
      compelled (by oral questions, interrogatories, requests for information or
      documents, subpoena, criminal or civil investigative demand or other legal
      process or requirement) to disclose any Proprietary Information, the Executive
      shall be entitled to disclose any Proprietary Information he is legally
      compelled to disclose and will provide the Employer with prompt written notice
      of such request or requirement so that the Employer, at the Employer’s expense,
      may seek a protective order or other appropriate remedy or relief and/or waive
      compliance with the provisions of this Employment Agreement prior to such
      disclosure and consult with the Executive to a reasonable extent on the
      advisability of taking steps to resist or narrow the scope of such request
      or
      requirement.

     

    
      
        
        

      

      
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    (b) General
      Restrictions on Use.
      The
      Executive agrees to hold all Proprietary Information in strict confidence and
      trust for the sole benefit of the Employer and its affiliates, as the case
      may
      be, or, with regard to Proprietary Information that is the property of a
      customer or client of the Employer, for the sole benefit of such entity, and
      to
      not, directly or indirectly, disclose, use, copy, publish, summarize, or remove
      from the premises of the Employer or its affiliates, without the prior written
      consent of the Employer, any Proprietary Information except during the
      Employment Term to the extent necessary to carry out the Executive’s
      responsibilities under this Employment Agreement.

     

    (c) The
      Executive hereby represents to Employer that he is not a party to, or obligated
      by, any restrictive covenant or any other obligation or agreement that would
      interfere with the performance of his obligations under this Employment
      Agreement or limit in any way his ability to render services to Employer or
      their respective affiliates. 

     

    (d) (1) The
      Executive, as part of the consideration for this Employment Agreement and for
      his continued employment by the Employer, hereby assigns to the Employer, to
      the
      extent permitted by applicable law, the entire right, title, and interest in
      and
      to any and all inventions, know-how, technology, copyrights, trade secrets,
      improvements, plans and specifications and any and all proprietary rights of
      any
      nature whatsoever: (i) which he alone, or in conjunction with others, may make,
      conceive or develop while he is employed by the Employer; and (ii) which relate
      to or derive from any subject matter or problem with respect to which the
      Executive shall have become informed by reason of his relations with the
      Employer or any affiliate, or to any product or process involved in the business
      of the Employer or any affiliate.

     

    
      
        
        

      

      
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    (2) The
      Executive further agrees that he will promptly disclose fully to the Employer
      such inventions, trade secrets, improvements, plans and specifications and
      will
      at any time render to the Employer such reasonable cooperation and assistance
      (excluding financial assistance) as the Employer may deem to be advisable in
      order to obtain copyrights or patents, as the case may be, on or otherwise
      perfect or defend the Employer’s rights in each such invention, trade secret,
      improvement, plan or specification, including, but not limited to, the execution
      of any and all applications for copyrights or patents, assignments of copyrights
      or patents and other instruments in writing which the Employer, its officers
      or
      attorneys may reasonably deem necessary or desirable, and the aforesaid
      obligation shall be binding on the assigns, executors, administrators and other
      legal representatives of the Executive.

     

    (3) The
      Executive hereby constitutes and appoints the Employer, its successors and
      assigns, the true and lawful attorney-in-fact of the Executive with full power
      of substitution, for him and in his name and stead or otherwise, but at the
      sole
      expense and on behalf of and for the benefit of the Employer, its successors
      and
      assigns, to institute and prosecute from time to time, any proceedings at law,
      in equity or otherwise, that the Employer, its successors or assigns, may
      reasonably deem proper in order to assert or enforce any claim, right, or title
      of any kind in and to the inventions, trade secrets and improvements described
      under this Section 5(d), to defend and compromise any and all actions, suits
      or
      proceedings in respect of any of said inventions, trade secrets and improvements
      and, generally to do any and all such acts and things in relation thereto as
      the
      Employer, its successors and assigns, reasonably shall deem advisable,
      including, but not limited to, execution of any and all applications,
      assignments and instruments contemplated under this Section 5(d). The Executive
      declares that the appointment hereby made and the powers hereby granted are
      coupled with an interest and shall be irrevocable by the Executive.

     

    6. Restrictive
      Covenant.

     

    (a) During
      the Employment Term, and for a period of two (2) years following the termination
      thereof for any reason, the Executive will not, directly or indirectly, work
      as
      an employee, consultant, agent, principal, partner, manager, stockholder,
      officer, director or in any other capacity, for any person or entity inside
      or
      outside the United States of America who or which is engaged in the business
      of
      designing and manufacturing sensors and sensor-based products. The restriction
      in the preceding sentence shall not apply to ownership of less than five percent
      (5%) of the issued and outstanding capital of stock of any corporation that
      is
      publicly traded and for which capital stock selling and asking prices are
      published from time to time in The Wall Street Journal. 

     

    (b) During
      the Employment Term, and for a period of two (2) years following the termination
      thereof for any reason, the Executive will not, directly or indirectly, either
      for himself, or on behalf of any other business enterprise, directly or
      indirectly, under any circumstance (i) solicit for employment any person who
      is
      employed by the Employer or any of its subsidiaries during the period of the
      Executive’s service to the Employer, (ii) induce any person who is employed by
      the Employer to terminate his or her employment with the Employer or any of
      its
      subsidiaries, or (iii) call on or solicit any person or entity who or which
      is a
      customer of the Employer or any of its subsidiaries. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c) It
      is
      expressly agreed by the Executive that the nature and scope of each of the
      provisions set forth above in this Section 6 are reasonable and necessary.
      If,
      for any reason, any aspect of the above provisions as it applies to the
      Executive is determined by a court of competent jurisdiction to be unreasonable
      or unenforceable, the provisions shall only be modified to the minimum extent
      required to make the provisions reasonable and/or enforceable, as the case
      may
      be. 

     

    (d) This
      Section 6 shall survive the expiration or termination of this Employment
      Agreement for any reason.

     

    7. Assignment.

     

    (a) No
      Assignment by the Executive.
      Neither
      this Employment Agreement nor any right or interest hereunder shall be
      assignable by the Executive, his beneficiaries, or legal representatives without
      the Employer’s prior written consent; provided,
      that
      nothing in this Section 7(a) shall preclude the Executive from designating
      a
      beneficiary to receive, upon his death, any benefit payable hereunder, or the
      executors, administrators, or other legal representatives of the Executive’s
      estate from assigning any rights hereunder to the person or persons entitled
      thereto.

     

    (b) Assignment
      to Receive Payments.
      Except
      as otherwise required by law, without the Employer’s prior written consent, no
      right of the Executive to receive payments under this Employment Agreement
      shall
      be subject to anticipation, commutation, alienation, sale, assignment,
      encumbrance, charge, pledge, or hypothecation, or to exclusion, attachment,
      levy, or similar process or assignment by operation of law, and any attempt,
      voluntary or involuntary, to effect any such action shall be null, void, and
      of
      no effect.

     

    8. “Key
      Man” Life and Disability Insurance.
      The
      Employer may, in its discretion, apply for and procure, in its own name and
      for
      its own benefit, life insurance and disability insurance with regard to the
      Executive, in any amount or amounts that the Employer may deem advisable. In
      connection therewith, the Executive shall submit to any reasonable medical
      or
      other examination, and execute and deliver any application or other instrument,
      as reasonably requested by the Employer. Nothing herein shall obligate the
      Employer to establish, maintain or continue any such insurance arrangement.
      

     

    
      
        
        

      

      
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    9. Notices.
      All
      notices, requests, claims, demands, and other communications under this
      Employment Agreement shall be in writing and shall be deemed given if delivered
      personally or sent by overnight courier (providing proof of delivery) to the
      parties at the following addresses (or at such address for a party as shall
      be
      specified by like notice): 

     

    If
      to the Employer:

    


    Measurement
      Specialties, Inc.

    1000
      Lucas Way

    Hampton,
      VA 23666

    Attention:
      Frank Guidone, President and CEO

    


    With
      a copy to:

    


    Debra
      Groisser, Esq.

    McCarter
      & English, LLP

    Four
      Gateway Center

    100
      Mulberry Street

    Newark,
      New Jersey 07102

    


    If
      to the Executive:

    


    Mark
      Thomson

    3425
      Frances Berkeley

    Williamsburg,
      Virginia 23188

    


    With
      a copy to:

    


    Jeffery
      R. Banish, Esq. 

    Hunton
      & Williams LLP

    Bank
      of America Plaza, Ste 4100

    600
      Peachtree Street, N.E.

    Atlanta,
      GA 30308

    


    10. Entire
      Agreement.
      The
      terms of this Employment Agreement are intended by the parties to be the final
      expression of their agreement with respect to the employment of the Executive
      by
      the Employer and may not be contradicted by evidence of any prior or
      contemporaneous agreement. The parties further intend that this Employment
      Agreement shall constitute the complete and exclusive statement of its terms
      and
      that no extrinsic evidence may be introduced in any judicial, administrative,
      or
      other legal proceeding involving this Employment Agreement.

     

    11. Amendments;
      Waivers.
      This
      Employment Agreement may not be modified, amended, or terminated except by
      an
      instrument in writing, signed by the Executive and by a duly authorized
      representative of the Employer other than the Executive. By an instrument in
      writing similarly executed, either party may waive compliance by the other
      party
      with any provision of this Employment Agreement that such other party was or
      is
      obligated to comply with or perform; provided
      that
      such waiver shall not operate as a waiver of, or estoppel with respect to,
      any
      other or subsequent failure. No failure to exercise and no delay in exercising
      any right, remedy, or power hereunder shall operate as a waiver thereof, nor
      shall any single or partial exercise of any right, remedy, or power hereunder
      preclude any other or further exercise thereof, or the exercise of any other
      right, remedy, or power provided herein, or by law or in equity.

     

    
      
        
        

      

      
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    12. Confidentiality.
      The
      Executive agrees that the terms and conditions of this Employment Agreement
      are
      confidential and shall not be disclosed by the Executive to any third parties,
      other than the Executive’s immediate family members, lawyers, accountants and
      other professional advisors, unless such disclosure is required by
      law.

     

    13. Governing
      Law.
       The
      validity, interpretation, enforceability, and performance of this Employment
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of Virginia, without giving effect to conflict of laws
      principles.

     

    14. Consent
      to Jurisdiction.
      Without
      in any manner limiting the provisions of this Employment Agreement, any action
      or proceeding seeking to enforce any provision of, or based on any right arising
      out of, this Employment Agreement may be brought exclusively in the courts
      of
      the State of Virginia, or, if it has or can acquire jurisdiction, in the United
      States District Court for the district of Virginia, and each of the parties
      consents to the exclusive jurisdiction of such courts (and of the appropriate
      appellate courts) in any such action or proceeding and waives any objection
      to
      venue laid therein. Process in any action or proceeding referred to in the
      preceding sentence may be served on any party anywhere in the world. The
      foregoing shall not limit the rights of any party to bring the legal action
      or
      proceeding or to obtain execution of judgment in any appropriate jurisdiction.
      Each of the parties hereto further agrees that final judgment against it in
      any
      such action or proceeding shall be conclusive and may be enforced by any other
      jurisdiction within or outside the United States of America by suit on the
      judgment, a certified or exemplified copy of which shall be conclusive evidence
      thereof. 

     

    15. Remedies.
      Except
      as otherwise provided in this Employment Agreement and in the Release attached
      as Exhibit
      A
      hereto
      (which is the form of Release to be executed and delivered by Executive
      following Executive’s termination), (i) none of the remedies provided in this
      Employment Agreement are the exclusive remedy of a party for breach of this
      Employment Agreement and (ii) the parties hereto shall have the right to seek
      any other remedy in law or equity, including without limitation an action for
      damages for breach of contract.

     

    16. Additional
      Executive Acknowledgment.
      The
      Executive acknowledges: (i) that he has been advised by Employer to consult
      with
      independent counsel of his own choice concerning this Employment Agreement
      and
      has been provided the opportunity to do so; and (ii) that he has read and
      understands the Employment Agreement, is fully aware of its legal effect, and
      has entered into it freely based on his own judgment.

     

    17. Binding
      Effect.
      This
      Employment Agreement shall be binding upon and shall inure to the benefit of
      the
      Employer and its respective successors and assigns, but the rights and
      obligations of the Executive are personal and may not be assigned or delegated
      without the Employer’s prior written consent.

     

    18. Invalid
      Provisions.
      The
      invalidity or unenforceability of a particular provision of this Employment
      Agreement shall not affect the enforceability of any other provisions hereof
      and
      this Employment Agreement shall be construed in all respects as if such invalid
      or unenforceable provisions were omitted. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    19. Counterparts;
      Facsimile.
      This
      Employment Agreement may be executed by facsimile and in two or more
      counterparts, each of which will be deemed an original but all of which together
      shall constitute one and the same instrument.

     

    20. Delay
      of Payment.
      Notwithstanding any other provision of this Agreement, if the Executive is
      a
“specified employee,” within the meaning of Section 409A of the Code to the
      extent necessary to comply with Section 409A of the Code, no payments or
      benefits (which are not otherwise exempt) may be paid or provided hereunder
      before the date which is six months after the Executive’s separation from
      service or, if earlier, his death. The amounts that would have otherwise been
      required to be paid, and the benefits that would have otherwise have been
      provided during such six months or, if earlier until Executive’s death, shall be
      paid to the Executive in one lump sum cash payment as soon as administratively
      practicable after the date which is six months after the Executive’s separation
      from service or, if earlier, after the Executive’s death. Any other payments
      scheduled to be made or benefits scheduled to be provided after such period
      shall be made and provided at the times otherwise designated in this Agreement
      disregarding the delay of payment for the payments and benefits described in
      this Section 20.

     

    21. Section
      409A.
      This
      Agreement is intended to comply with the applicable requirements of Section
      409A
      of the Code and shall be construed and interpreted in accordance therewith.
      

     

    


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    IN
      WITNESS WHEREOF the parties have duly executed this Employment Agreement as
      of
      the date first written above.

     

    
      	 	 	 
	 	MEASUREMENT
              SPECIALTIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Frank Guidone
	 	
              

              Name:
                Frank Guidone

              Title:
                President and CEO

            
	 	 


    

    
      	 	 	 
	 	 
	 	EXECUTIVE
	 	
              /s/
                Mark Thomson

            
	 	
              
 

              Mark
                Thomson

            
	 	 


    

    


    
      
        
        

      

      
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