Exhibit 10.1
June 10, 2008
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[Address]
Dear ▇▇▇:
This letter confirms our agreement that you will resign your positions
as Satellite Division President, Chief Operations Officer and an employee of
CalAmp Corp. (the "Company"), effective June 11, 2008 (the "Separation Date")
to pursue other interests. Your signature below will constitute your
resignation. In addition to being paid all salary earned and vacation
accrued through the Separation Date, the Company will pay you separation
benefits by continuing your current salary payments on a weekly basis for 12
months through June 11, 2009 in accordance with Section 6(d) of your
Employment Agreement dated May 31, 2002 (the "Employment Agreement"). The
Company will also pay your premiums for participation in the Company's group
medical insurance program until June 11, 2009 or the date that you begin
full-time employment with another employer, whichever occurs first (the
"Medical Insurance Coverage Period"), and during the Medical Insurance
Coverage Period you shall continue to be eligible to participate in the
Company's Exec-U-Care supplemental medical reimbursement program. In
addition, for a period of up to six months from the Separation Date, you will
have the ability to consult with ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ at the Company's expense,
provided that ▇▇. ▇▇▇▇▇▇ is still retained by the Company during such six
month period. As provided in Section 6(d) of the Employment Agreement the
continuation of salary payments is conditioned upon your compliance with the
provisions of Sections 7 and 8 of the Employment Agreement.
With respect to your equity awards under the Company's stock incentive
plans, the Company will accelerate the vesting of 10,000 shares of restricted
stock that you hold under the plans. Vesting will be a taxable event that
will result in your receiving a net amount of vested shares in accordance
with the terms of your restricted stock agreement. All other options and
equity awards under the plans shall be treated in accordance with the
provisions of the plans applicable to a voluntary termination by an employee.
The Company has also agreed to (i) allow you to retain your Company
laptop computer, provided that you cooperate with the Company to have all
company information and intellectual property removed from such computer,
(ii) allow you to retain your Company cell phone, provided that you promptly
transfer the monthly service charges from the Company to you and (iii) allow
you for 30 days from the date you accept this letter agreement to use your
CalAmp email address for personal use, provided that you forward immediately
to ▇▇▇▇ ▇▇▇▇ any emails that you receive that pertain to Company business and
that you do not use your email account for any outbound communications that
refer to or involve the Company. The Company acknowledges and agrees that
you shall retain the benefit of any indemnification provisions that you have
with the Company in accordance with the terms thereof contained in the
Company's certificate of incorporation or bylaws and in the Indemnity
Agreement dated May 4, 2005 between you and the Company.
Promptly following your acceptance of the terms hereof, you and the Company
will enter into a separate consulting agreement that will provide for you to
provide consulting services to the Company for monthly consulting fees as
follows, payable monthly in arrears:
Monthly
Period consulting fees
6/12/08 - 10/11/08 $17,867
10/12/08 - 2/11/09 $11,167
2/12/09 - 6/11/09 $ 4,467
For purposes of the consulting agreement, each consulting "month"
consists of a period beginning on the 12th day of one calendar month and
ending on the 11th day of the following calendar month.
The consulting agreement will require that you make yourself available
to provide consulting services on projects to be assigned by CalAmp's CEO in
at least the following amount of hours each month:
Monthly minimum
Period consulting hours
6/12/08 - 10/11/08 70 hours
10/12/08 - 2/11/09 43 hours
2/12/09 - 6/11/09 17 hours
The consulting agreement will also require that you not become employed
by, or otherwise consult or work with, any competitor or customer of CalAmp
during the term of the consulting agreement without the prior consent of
CalAmp, such consent not to be unreasonably withheld.
In connection with your employment by, and separation from, the
Company, you acknowledge that by agreeing to the terms set forth in this
letter agreement and by paying you for all salary owed and vacation time
accrued through the Separation Date, the Company has fulfilled all of its
obligations to you in connection with your separation from the Company. You
also agree that you will not make any disparaging comments about the Company
or its management to customers, suppliers, employees, analysts,
stockholders, the financial press or any other party. You agree that this
letter sets forth our entire agreement with respect to the subject matters
described herein and supersedes any previous agreements or discussions on
these matters.
Thank you for your years of service to CalAmp. The Board of Directors
wishes you the very best in your future endeavors.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. Gold
______________________________
▇▇▇▇ ▇▇▇▇
President and CEO
Agreed to and accepted this 10th day of June 2008.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
_____________________________________
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