Unassociated Document


    EXHBIT
      10.1

     

    


     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      Executive Employment Agreement (“Agreement”),
      made
      and entered into as of March 31, 2006, is by and between Measurement
      Specialties, Inc., a New Jersey corporation (the “Company”),
      and
      Frank Guidone (the “Executive”). The Company and the Executive are sometimes
      individually referred to herein as a “Party”
or
      collectively referred to herein as the “Parties.”

    


    


    W
      I T N E S S E T H:

     

    WHEREAS,
      Executive has been acting as Chief Executive Officer of the Company since June
      2002, initially on an interim basis pursuant to an agreement dated May 13,
      2002
      with Corporate Revitalization Partners, LLC (“CRP”),
      of
      which Executive is a principal, and subsequently on a leased basis pursuant
      to
      an engagement agreement dated as of April 1, 2003 (the “Engagement
      Agreement”)
      with
      Four Corners Capital Partners LP (“Four
      Corners”),
      of
      which Executive is also a principal; and

    


    WHEREAS,
      the Parties desire that Executive continue to serve in the capacity of Chief
      Executive Officer of the Company and believe that is it appropriate and in
      the
      best interests of the Company that Executive be engaged directly by the Company
      as an executive employee on the terms and conditions set forth herein;
      and

    


    WHEREAS,
      the Parties intend that upon their execution of this Agreement, this Agreement
      shall supersede and replace the Engagement Agreement as well as that certain
      Noncompetition Agreement dated as of April 1, 2003 between the Company and
      the
      Executive (the “Noncompetition
      Agreement”),
      and
      shall be the sole agreement governing the terms of and relating to the
      employment of the Executive by the Company; 

    


    NOW,
      THEREFORE, the Parties hereto, in consideration of the foregoing recitals and
      the mutual covenants and promises set forth herein, do hereby agree as
      follows:

     

    1.    Definitions

     

    As
      used
      herein, the following terms have the following meanings:

    


    “Agreement”
means
      this Agreement.

    


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

    


    “Change
      of Control”
means
      (i) any liquidation, dissolution or winding-up of the Company, whether voluntary
      or involuntary; (ii) any merger, consolidation, conversion transaction or
      reorganization of the Company with or into any other entity or entities that
      results in the conversion or exchange of outstanding Common Stock (or any
      securities into which such Common Stock may be converted or exchanged) of the
      Company for securities issued or other consideration paid or caused to be issued
      or paid by any such entity or affiliate thereof (other than a merger of the
      Company with or into another entity that does not result in the holders of
      Common Stock immediately prior to the consummation of such transaction ceasing
      to own a majority of the voting securities of the entity surviving or resulting
      from the merger); or (iii) any sale, transfer or disposition of all or
      substantially all of the property or assets of the Company. For purposes of
      the
      immediately preceding sentence, sale, transfer or disposition of substantially
      all of the property or assets of the Company shall mean the sale of property
      or
      assets, in a single transaction or a series of related transactions, having
      a
      value in excess of 50% of the value of assets reflected on the balance sheet
      of
      the Company immediately prior to the first such sale. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Annual
      Salary”
has
      the
      meaning given such term in Section 5 of this Agreement.

    


    “Bonus
      Plan”
has
      the
      meaning given such term in Section 6 of this Agreement.

    


    “Cause”
has
      the
      meaning given such term in Section 9 of this Agreement.

    


    “Company”
has
      the
      meaning given such term in the Recitals to this Agreement.

    


    “CRP”
has
      the
      meaning given such term in the Recitals to this Agreement.

    


    “Disability”
has
      the
      meaning given such term in Section 10 of this Agreement.

    


    “Engagement
      Agreement”
has
      the
      meaning given such term in the Recitals to this Agreement.

    


    “Executive”
has
      the
      meaning given such term in the Recitals to this Agreement.

    


    “Four
      Corners”
has
      the
      meaning given such term in the Recitals to this Agreement.

    


    “Good
      Reason”
has
      the
      meaning given such term in Section 9 of this Agreement.

    


    “Guaranteed
      Bonus”
has
      the
      meaning given such term in Section 6 of this Agreement.

    


    “Initial
      Term”
has
      the
      meaning set forth in Section 2 of this Agreement.

    


    “Noncompetition
      Agreement”
has
      the
      meaning given such term in the Recitals to this Agreement.

    


    “Option”
has
      the
      meaning given such term in Section 7 of this Agreement.

     

    “Option
      Agreement”
has
      the
      meaning given such term in Section 7 of this Agreement.

    


    “Option
      Plan”
has
      the
      meaning given such term in Section 7 of this Agreement. 

     

    
      
        
        

      

      
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    “Renewal
      Term”
has
      the
      meaning set forth in Section 2 of this Agreement.

    


    “Subsidiary”
      or “Subsidiaries”
means
      any entity at least a majority of whose voting securities is at the time owned
      by the Company or one of the Company’s Subsidiaries.

    


    “Term”
has
      the
      meaning set forth in Section 2 of this Agreement. 

     

    2.    Term
      of Employment

     

    


    The
      service of Executive pursuant to this Agreement shall commence effective as
      of
      March 30, 2006 and continue until March 31, 2008 (the “Initial
      Term”)
      unless
      sooner terminated in accordance with the provisions of this Agreement.
      Notwithstanding the foregoing, this Agreement shall be automatically renewed for
      successive one-year terms (each, a “Renewal
      Term,”
and
      all Renewal Terms together with the Initial Term, the “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 Agreement. 

    


     

    3.    Duties
      of Executive

     

    


    Executive
      shall serve as the Chief Executive Officer of the Company during the Term,
      and
      in connection therewith shall perform the services and duties attendant to
      such
      office as set forth herein or in the Bylaws of the Company, subject in all
      respects to the direction and supervision of the Board, provided that such
      services and duties are consistent with the normal and customary
      responsibilities of a Chief Executive Officer and that Executive retains the
      title of Chief Executive Officer.

     

     

    4.    Exclusive
      Services and Best Efforts

     

    


    The
      Parties agree that Executive will devote substantially all of his business
      time,
      his best efforts, energies and skill to the discharge of the duties and
      responsibilities attributable to his position; provided that nothing herein
      shall prevent Executive from (i) engaging in investment activities on behalf
      of
      himself or his family or (ii) engaging in religious, charitable or other
      community or nonprofit activities. 

    


    5.    Compensation

    


    In
      consideration of the services to be provided by
      Executive hereunder, the Company shall pay Executive a salary of $450,000 per
      year during the Initial Term (“Annual Salary”), payable in arrears in
      approximately equal bi-weekly installments in accordance with the Company’s
      customary payroll practices, subject to the following two sentences. Increases
      in such Salary may be decided by the Board in its sole discretion after taking
      account of, among other things, performance and compensation for similar
      positions in the Company’s geographic region. The Salary shall be reviewed by
      the Board for increase (but not decrease) not less frequently than on an annual
      basis (including, without limitation, with respect to the second year of the
      Initial Term and any Renewal Term). 

     

    
      
        
        

      

      
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    6.    Bonus

     

    


    In
      addition to the Salary payable pursuant to Section 5 above, Executive shall,
      with respect to the first year of the Initial Term, receive a guaranteed bonus
      in the amount of $50,000 (the “Guaranteed
      Bonus”),
      payable upon execution of this Agreement by the Parties. Executive shall also
      be
      eligible to receive an annual bonus pursuant to the Company’s Bonus Plan (the
“Bonus
      Plan”),
      payable in accordance with the terms thereof, based upon annual performance
      criteria and goals established by the Compensation Committee of the Board (the
      “Compensation Committee”). The amount of such bonus, if any, will be determined
      by the Compensation Committee or the Board on an annual basis, provided that
      the
      targeted bonus amount for Executive upon achievement of the goals established
      for Executive under the Bonus Plan shall be fifty five percent (55%) of the
      Executive’s then current Annual Salary (i.e., initially a targeted bonus amount
      of $250,000). The Guaranteed Bonus shall be credited against the aggregate
      of
      any bonus amount payable during the first year of the Initial Term.


     

    7.    Stock
      Option

     

    


    On
      March
      31, 2006, the Company shall grant to Executive an option to purchase up to
      300,000 shares of the Company’s Common Stock (the “Option”)
      at an
      exercise price per share equal to the fair market value of a share of the
      Company’s Common Stock on March 30, 2006. The Option shall be granted pursuant
      to the Company’s 2006 Stock Option Plan (the “Option
      Plan”)
      and
      shall be subject to the terms, conditions and provisions thereof and of the
      certificate or agreement evidencing the Option (the “Option
      Agreement”).
      Notwithstanding the foregoing, Executive acknowledges that the Option Plan
      is
      subject to approval by the shareholders of the Company, and in the event that
      such approval is not obtained, the Option shall be rescinded by the Company
      and
      the Company shall have no liability or obligation to Executive with respect
      thereto. In the event shareholder approval of the Option Plan is not obtained,
      the Executive and the Company will negotiate in good faith to agree upon a
      comparable alternative variable compensation arrangement.   

     

    8.    Benefits;
      Expenses

     

    


    Executive
      shall be entitled to take up to five weeks of paid vacation per year. In
      addition, during the Term, the Company shall provide Executive with such
      benefits (at no cost to the Executive), including medical, dental, life and
      disability insurance, as are provided to senior executives of the Company under
      the Company’s employee benefit and welfare plans, and Executive shall be
      eligible to participate in such incentive compensation plans of the Company
      (including, without limitation, the Bonus Plan, as described in Section 6
      hereof, and the Option Plan) as are in effect from time to time and are made
      available to senior executives of the Company. The Company shall reimburse
      Executive, in accordance with the policies and practices of the Company in
      effect from time to time with respect to senior executives of the Company,
      for
      all reasonable and necessary traveling expenses and other disbursements incurred
      by Executive for or on behalf of the Company or its Subsidiaries in connection
      with the performance of his duties hereunder, upon presentation by Executive
      to
      the Company of appropriate documentation therefor. 

     

    
      
        
        

      

      
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    9.    Termination
      of Employment

     

    


    (a)
      General.
      Either
      Party may terminate this Agreement at any time by providing the other Party
      with
      at least sixty (60) days’ advance written notice of such termination; provided,
      however, that in the case of a termination for Cause or for Good Reason, as
      such
      terms are defined below, the thirty (30)-day period following any notice given
      pursuant to paragraph (b)(ii)(C), (b)(ii)(D), or (c)(ii), as the case may be,
      shall be deemed to be included within said sixty (60)-day period. If the
      termination is for Cause or for Good Reason, the notice shall set forth the
      specific grounds for the termination. Except as expressly set forth in this
      Section 9 and in Section 10 hereof (with respect to the death or disability
      of
      Executive), upon a termination of Executive’s employment with the Company, the
      Company shall have no further obligations to Executive and Executive shall
      be
      entitled to no further benefits under this Agreement. 

    


    (b)
      Termination
      by the Company for Cause.
      (i) The
      Company may terminate the employment of Executive for Cause. Upon a termination
      of employment for Cause, Executive shall be entitled to receive payment from
      the
      Company, within twenty (20) business days after the date of termination, of
      the
      amount of Executive’s Salary accrued through the date of termination and unpaid
      as of that date, together with the amount of any earned but unpaid bonus, and
      any outstanding business expenses incurred by Executive prior to the date of
      termination but not reimbursed as of such date. 

    


    (ii)
      For
      purposes of this Section 9, “Cause”
shall
      mean one or more of the following: (A) the conviction of Executive by a court
      of
      competent jurisdiction of a felony, based on Executive’s commission of a
      criminal act; (B) Executive’s commission of fraud; (C) Executive’s willful
      neglect or refusal to discharge his duties pursuant to this Agreement, assuming
      such duties are lawful, which continues for a period of thirty (30) days
      following written notice thereof by the Board to Executive, or (D) a material
      breach of this Agreement by Executive, which continues for a period of thirty
      (30) days following notice written thereof by the Board to Executive. No act
      or
      failure on Executive’s part shall be considered “willful” unless it is done, or
      omitted to be done by Executive, in bad faith or without reasonable belief
      that
      Executive’s action or omission was in the best interests of the Company. Any
      act, or failure to act, based upon authority given pursuant to a specific
      resolution duly adopted by the Board or based upon the advice of counsel for
      the
      Company shall be conclusively presumed to be done, or omitted to be done, by
      Executive in good faith and in the best interests of the Company.

    


    (iii)
      Notwithstanding the foregoing, the Company may not terminate Executive’s
      employment for Cause until: (A) Executive has been afforded the opportunity
      to
      appear before the Board, with or without legal representation, to address the
      Board’s stated reason for termination, (B) the affirmative vote of the majority
      of the Board members (excluding the Executive if he is a member of the Board,
      and any other member of the Board reasonably believed by the Board to be
      involved in the events leading the Board to terminate Executive’s employment for
      Cause) agreeing that the actions or inactions of the Executive, as specified
      in
      the notice of termination occurred, that such actions or inactions constitute
      Cause, and that the employment of Executive should, accordingly, be terminated
      for Cause, and (C) the Board provides Executive with a written determination
      setting forth the specific details that form the basis of such
      termination.

    


    
      
        
        

      

      
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    (c)
      Termination
      by the Company Without Cause or by Executive for Good Reason.
      (i) The
      Company may terminate the employment of Executive without Cause, and Executive
      may terminate his employment for Good Reason. Upon a termination of Executive’s
      employment without Cause or for Good Reason, Executive shall be entitled to
      receive from the Company, within twenty (20) business days after the date of
      termination, a lump sum payment consisting of (A) the amount of Executive’s
      Salary accrued through the date of termination and unpaid, together with the
      amount of any earned but unpaid bonus, (B) an additional amount equal to 150%
      of
      Executive’s Annual Salary as in effect at the date of termination, and (C) 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. In
      addition, the installment of the Option otherwise vesting as of the end of
      the
      fiscal year in which the termination of Executive’s employment occurs shall
      instead be deemed to have vested pro rata, as and to the extent provided in
      the
      Option Agreement. Unless otherwise determined by the Board or set forth in
      the
      Option Agreement, all portions of the Option that remain unvested at the date
      of
      termination of Executive’s employment shall be forfeited by Executive, except as
      expressly set forth above. 

    


    (ii)
      For
      purposes of this Section 9, “Good
      Reason”
shall
      mean any one or more of the following: (A) any material change in Executive’s
      position, scope of authority or responsibilities, or a change in Executive’s
      title, to which Executive has not previously agreed, (B) failure by the Company
      to fulfill its obligations specified in Paragraphs 5 and 6 of this Agreement,
      or
      (C) a material breach of the Agreement by the Company. The Company shall have
      thirty (30) business days to cure the Good Reason following notice to the
      Company by Executive of the same.

    


    (d)
      Termination
      by Executive other than for Good Reason.
      The
      Executive may terminate his employment other than for Good Reason. In such
      event, Executive shall be entitled to receive payment from the Company, within
      twenty (20) business days after the date of termination, of the amount of
      Executive’s Salary accrued through the date of termination and unpaid as of that
      date, together with the amount of any earned but unpaid bonus, and any
      outstanding business expenses incurred by Executive prior to the date of
      termination but not reimbursed as of such date. 

     

    10.    Death
      and
      Disability

     

    


    (a)
      Death
      of Executive. Notwithstanding
      anything to the contrary contained in Section 9 hereof, this Agreement shall
      terminate automatically on the date of Executive’s death. Within twenty (20)
      business days after such termination, the Company shall pay to Executive’s
      estate or legal representative the amount of Executive’s Salary accrued through
      the date of termination and unpaid at that date, together with the amount of
      any
      earned but unpaid bonus, and any outstanding business expenses incurred by
      Executive prior to the date of termination but not reimbursed as of such
      date.

    


    (b)
      Disability
      of Executive. Notwithstanding
      anything to the contrary contained in Section 9 hereof, the employment of
      Executive shall terminate upon Executive's Disability. For purposes of this
      Agreement, "Disability"
      shall
      mean a physical or mental disability or infirmity that prevents the material
      performance by Executive of his duties hereunder lasting for a continuous period
      of six months or longer. The reasoned and good faith judgment of the Board
      as to
      Disability shall be based on such competent medical evidence as shall be
      presented to it by Executive or by any physician or group of physicians or
      other
      competent medical experts employed by Executive or Employer to advise the Board.
      In case of such termination, Executive shall be entitled to receive, within
      twenty (20) business days after the date of termination, the amount of
      Executive’s Salary accrued through the date of termination and unpaid at that
      date, together with the amount of any earned but unpaid bonus, and any
      outstanding business expenses incurred by Executive prior to the date of
      termination but not reimbursed as of such date. 

     

    
      
        
        

      

      
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    11.    Restrictive
      Covenant

     

    


    (a) During
      the Term, and for a period of one year following the termination thereof for
      any
      reason, 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 directly competitive with the business of
      the
      Company. The restriction in the preceding sentence shall not apply to (a)
      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) work that Four Corners and/or CRP or their respective principals
      (other than Executive) perform in the turnaround business, (c) Executive’s
      ownership interest in Four Corners or CRP, or (d) Executive’s participation in
      sales and marketing activities on behalf of both CRP and Four
      Corners.

    


    (b) During
      the Term, and for a period of two years following the termination thereof for
      any reason, 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
      Company or any Subsidiaries during the period of Executive’s service to the
      Company, (ii) induce any person who is employed by the Company to terminate
      his
      or her employment with the Company or any Subsidiaries, or (iii) call on,
      solicit, or take away any person or entity who or which is a customer of the
      Company or any Subsidiaries. 

    


    (c)
      It
      is
      expressly agreed by Executive that the nature and scope of each of the
      provisions set forth above in this Section 11 is reasonable and necessary.
      If,
      for any reason, any aspect of the above provisions as it applies to 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 11 and Sections 12 and 13 hereof (and Sections 14 through 22 hereof
      as
      they may apply to such Sections) shall survive the expiration or termination
      of
      this Agreement for any reason.

     

    12.   Confidentiality

     

    


    Executive
      acknowledges that during the Term, he may have access to and be entrusted with
      confidential information concerning the present and contemplated financial
      status and activities of the Company, the disclosure of any of which
      confidential information to competitors of the Company would be highly
      detrimental to the interests of the Company. The Parties further acknowledge
      and
      agree that the right to maintain the confidentiality of such information
      constitutes a proprietary right that the Company is entitled to protect.
      Accordingly, Executive covenants and agrees with the Company that he will not,
      both during the Term and thereafter, disclose any of such confidential
      information to any person, firm or corporation, nor shall it make use of such
      information, except as required in the normal course of service hereunder or
      as
      required by law or judicial process. For purposes of this Section 12,
“confidential information” shall not include any information which is generally
      available to the public or which hereafter becomes generally available to the
      public other than as a result of breach of the obligation under this Section
      12.

     

    
      
        
        

      

      
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    13.   Company
      Property

     

    


    (a)
      Any
      patents, inventions, discoveries, applications or processes designed, devised,
      planned, applied, created, discovered or invented by Executive in the course
      of
      Executive’s service under this Agreement and which pertain to any aspect of the
      Company’s or Subsidiaries’ business shall be the sole and absolute property of
      the Company, and Executive shall promptly report the same to the Company and
      promptly execute any and all documents that may from time to time reasonably
      be
      requested by the Company to assure the Company the full and complete ownership
      thereof.

    


    (b)
      All
      records, files, lists, including computer generated lists, drawings, documents,
      equipment and similar items relating to the Company’s business which Executive
      shall prepare or receive from the Company shall remain the Company’s sole and
      exclusive property. Upon termination of this Agreement, Executive shall promptly
      return to the Company all property of the Company in its possession. Executive
      further represents that it will not copy or cause to be copied, print out or
      cause to be printed out any software, documents or other materials originating
      with or belonging to the Company. Executive additionally represents that, upon
      termination of this Agreement, Executive will not retain in its possession
      any
      such software, documents or other materials. 

     

    14.   Equitable
      Relief; Remedies

     

    Executive
      acknowledges that a breach of any of the terms of Sections 11, 12 and 13 hereof
      may result in damages to the Company and it Subsidiaries for which there shall
      be no adequate remedy at law. Accordingly, in the event of any breach of any
      of
      the provisions of Sections 11, 12 and 13 hereof, the Company shall be entitled
      to equitable relief by way of injunction or otherwise in addition to any damages
      which the Company may be entitled to recover. The
      rights and remedies of the Company under this Agreement are cumulative and
      not
      alternative.

     

    15.    Severability

     

    Each
      paragraph of this Agreement shall be and remain separate from and independent
      of
      and severable from all and any other paragraphs herein except where otherwise
      indicated by the context of the Agreement. The decision or declaration that
      one
      or more of the paragraphs are null and void shall have no effect on the
      remaining paragraphs of this Agreement. If
      any of
      the covenants set forth in Sections 11, 12, and 13 of this Agreement are held
      to
      be unreasonable, arbitrary, or against public policy, such covenants will be
      considered divisible with respect to scope, time, and geographic area, and
      in
      such lesser scope, time and geographic area, will be effective, binding and
      enforceable against the Parties.

     

    
      
        
        

      

      
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    16.    Successors
      and Assigns, Assignment and Intended Beneficiaries

     

    Neither
      this Agreement, nor any of Executive’s or the Company’s respective rights,
      powers, duties or obligations hereunder, may be assigned or delegated by
      Executive or the Company. This Agreement shall be binding upon and inure to
      the
      benefit of Executive and his successors and the Company and its successors.
      Successors of the Company shall include, without limitation, parents or
      Subsidiaries, any corporation or corporations acquiring, directly or indirectly,
      all or substantially all of the assets or stock of the Company, whether by
      merger, consolidation, purchase, lease or otherwise, and such successor shall
      thereafter be deemed the “Company”
for
      the
      purpose hereof.

     

    17.   Notices

     

    Except
      as
      otherwise expressly provided, any notice, request, demand or other communication
      permitted or required to be given under this Agreement shall be in writing,
      shall be sent by one of the following means to Executive and the Company at
      the
      addresses set forth below (or to such other address as shall be designated
      hereunder by notice to the other Parties and persons receiving copies, effective
      upon actual receipt), and shall be deemed conclusively to have been given:
      (a)
      on the first business day following the day timely deposited with Federal
      Express (or other equivalent national overnight courier) or United States
      Express Mail, with the cost of delivery prepaid or for the account of the
      sender; (b) on the fifth business day following the day duly sent by certified
      or registered United States mail, postage prepaid and return receipt requested;
      or (c) when otherwise actually received by the addressee on a business day
      (or
      on the next business day if received after the close of normal business hours
      or
      on any non-business day).

    


    If
      to the
      Company:

    


    Measurement
      Specialties, Inc.

    100
      Lucas
      Way

    Hampton,
      Virginia 23666 

    Attn:
      Chief Financial Officer

     

    with
      a
      copy to:

     

    McCarter
      & English, LLP

    Four
      Gateway Center

    100
      Mulberry Street

    P.O.
      Box
      652

    Newark,
      New Jersey 07101-0652

    Attn: Kenneth
      E. Thompson

     

    
      
        
        

      

      
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    If
      to
      Executive:

     

    Frank
      Guidone, at the address listed for the Executive in the Company’s payroll
      records. 

     

    18.   Governing
      Law/Venue

     

    The
      interpretation, construction and performance of this Agreement shall be governed
      by the laws of the State of New Jersey without giving effect to conflicts of
      laws principles thereof. Any disputes or controversies arising under this
      Agreement shall be resolved exclusively by the state or federal courts located
      in the State of New Jersey and each of the Parties hereto consents to the
      exclusive jurisdiction of such courts in connection with the subject matter
      hereof. 

     

    19.    Interpretation/Headings

     

    The
      Parties acknowledge and agree that the terms and provisions of this Agreement
      have been negotiated, shall be construed fairly as to each of the Parties
      hereto, and shall not be construed in favor of or against any Party. The section
      headings contained in this Agreement are for reference purposes only and shall
      not affect the meaning or interpretation of this Agreement.

     

    20.   Miscellaneous

     

    The
      provisions of this Agreement shall not be extended, varied, changed, modified
      or
      supplemented other than by agreement in writing signed by the Parties hereto.
      There are no other terms or conditions, representations or understandings except
      as herein set forth. The failure of either Party to enforce at any time or
      for
      any period of time any one or more of the provisions hereof shall not be
      construed to be a waiver of such provisions or of the right of such Party
      thereafter to enforce each such provision.

     

    21.   Counterparts

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute a single
      instrument.

     

    23.   Entire
      Agreement

     

    This
      Agreement contains the entire understanding between the Parties hereto and
      supersedes any prior or contemporaneous written or oral agreements,
      representations and warranties between them respecting the subject matter
      hereof, including, but not limited to, the Engagement Agreement and the
      Noncompetition Agreement.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed
      as
      of the date first written above.

     

    
      	 	 	 
	 	MEASUREMENT
              SPECIALTIES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ John
              Hopkins
	 	
              
Name:
              John Hopkins
	 	Title:
              Chief Financial Officer
	 	 
	 	 /s/
              Frank Guidone
	 	
              
 Frank
              Guidone
	 	 




    
      
        
        

      

      
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