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Communications Instruments Inc, et al. – ‘S-4/A’ on 2/20/98 – EX-10.3

On:  Friday, 2/20/98, at 2:22pm ET   ·   As of:  12/11/97   ·   Accession #:  950131-98-1250   ·   File #s:  333-38209, -01, -02   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 3/2/98 by the SEC on 3/2/98. ®

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/11/97  Communications Instruments Inc    S-4/A®      2/20/98   40:2.2M                                   Donnelley R R & S… 03/FA
          Kilovac Corp
          Kilovac International Inc

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 1 to Form S-4                          141    745K 
 2: EX-3.1      Articles of Incorporation of the Company              10     36K 
 3: EX-3.2      By-Laws of the Company                                 9     42K 
 4: EX-3.3      Articles of Incorporation of Kilovac                  75    142K 
 5: EX-3.4      By-Laws of Kilovac                                    20     76K 
 6: EX-3.5      Articles of Incorporation of Kilovac International     2     14K 
 7: EX-3.6      By-Laws of Kilovac International                      19     76K 
 8: EX-4.1      Indenture, Dated September 18, 1997                  147    467K 
 9: EX-4.2      Purchase Agreement, Dated September 12, 1997          40    132K 
10: EX-4.3      Registration Rights Agreement                         33    121K 
11: EX-10.1     Ramzi A. Dabbagh Employment Agreement                  8     34K 
19: EX-10.10    Security Agreement, Dated September 18, 1997          53    154K 
20: EX-10.11    Stock Subscription & Purchase Agreement               29    161K 
21: EX-10.13    Environmental Remediation & Escrow Agreement          16     45K 
22: EX-10.14    Lease Agreement, Dated July 2, 1996                   31    116K 
23: EX-10.15    2nd Amend. to Stock Subscription & Purchase Agrmt      8     36K 
24: EX-10.17    Amend. to the Recapitalization Agreement              61    280K 
25: EX-10.18    Indemnification & Escrow Agreement                    12     57K 
26: EX-10.19    Stockholders Agreement, Dated September 18, 1997      27     98K 
12: EX-10.2     G. Daniel Taylor Employment Agreement                  8     34K 
27: EX-10.20    Registration Agreement, Dated September 18, 1997      27     98K 
28: EX-10.21    Form of Junior Subordinated                           10     47K 
29: EX-10.22    Kilovac & Dan McAllister Employment Agreement          4     26K 
30: EX-10.23    Kilovac & McPherson Employment Agreement               4     27K 
31: EX-10.24    Kilovac & Rick Danchuk Employment Agreement            4     27K 
32: EX-10.25    Kilovac & Robert A. Helman Employment Agreement        4     27K 
13: EX-10.3     Michael A. Steinback Employment Agreement              4     25K 
14: EX-10.4     David Henning Employment Agreement                     3     21K 
15: EX-10.5     Management Agreement, Dated September 18, 1997         5     25K 
16: EX-10.6     Tax Sharing Agreement                                  4     21K 
17: EX-10.8     Pledge Agreements, Dated September 18, 1997           17     62K 
18: EX-10.9     Subsidiary Guarantee, Dated September 18, 1997        14     55K 
33: EX-12.1     Statement of Computation of Ratios                     1     15K 
34: EX-21.1     Subsidiaries of the Company, Kilovac & Kilovac Int     1     12K 
35: EX-23.1     Consent of Deloitte & Touche LLP                       1     13K 
36: EX-23.2     Consent of Deloitte & Touche                           1     13K 
37: EX-23.3     Consent of Deloitte & Touche LLP                       1     13K 
38: EX-99.1     Form of Letter of Transmittal                         11     57K 
39: EX-99.2     Form of Notice of Guaranteed Delivery                  4     24K 
40: EX-99.3     Form of Tender Instructions                            2±    16K 


EX-10.3   —   Michael A. Steinback Employment Agreement

EX-10.31st Page of 4TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 10.3 [LETTERHEAD OF COMMUNICATIONS INSTRUMENTS, INC.] January 7, 1994 MR. MICHAEL A. STEINBACK ____ WHISPERING OAKS BUFFALO GROVE, IL 60089 Dear Mike: We are very pleased to set forth the following terms of CII's offer of ----- employment to you: I. TITLE: VICE PRESIDENT OF OPERATIONS ------ II. REPORTING TO: RAMZI DABBAGH, PRESIDENT ------------- III. RESPONSIBILITIES: ----------------- * SALES AND MARKETING * MANUFACTURING OPERATIONS (MIDTEX AND FAIRVIEW) * PLANT FACILITIES * MATERIALS * HUMAN RESOURCES * BUSINESS PLANS AND P & L IV. COMPENSATION ------------ * BASE SALARY: $125,000 PER YEAR ------------ * AUTO ALLOWANCE: $7,800 PER YEAR ($650 MONTH) --------------- * BONUS INCENTIVE: SAME AS PRESIDENT AND VICE PRESIDENT OF BUSINESS ---------------- DEVELOPMENT BASED ON PERFORMANCE AGAINST OBJECTIVES. * ANNUAL SALARY INCREASE/REVIEW: CONSISTENT WITH COMPANY POLICY AS ------------------------------ RELATES TO OTHER EXECUTIVE STAFF MEMBERS. V. STOCK OPTION ------------ * ENTITLED TO ACQUIRE 1% (10,000 SHARES) OF COMMON STOCK UPON EMPLOYMENT AT $1.00 PER SHARE. PAYMENT PLAN TO BE WORKED OUT. ADDITIONALLY, ENTITLED TO ACQUIRE ADDITIONAL 1% OF STOCK AFTER FIRST YEAR OF EMPLOYMENT WITH COST AND PAYMENT PLAN IDENTICAL TO INITIAL 1%. VI. MOVING EXPENSES: CII TO PAY FOR ALL MOVE RELATED EXPENSES INCLUDING: ---------------- --- * REAL ESTATE COMMISSIONS * VAN LINES (PACKING, STORAGE, UNPACKING AND INSURANCE) * HOUSEHUNTING VISITS FOR MYSELF, WIFE AND FAMILY
EX-10.32nd Page of 4TOC1stPreviousNextBottomJust 2nd
* TEMPORARY LIVING/HOUSING EXPENSES * SETTLE-IN ALLOWANCE * FULL INCOME TAX EQUALIZATION AND PROTECTION VII. EMPLOYMENT/SEVERANCE AGREEMENT ------------------------------ * INITIAL PERIOD: 15 MONTHS --------- * SUBSEQUENT PERIODS: 12 MONTHS --------- * 100% SALARY AND BENEFIT CONTINUATION/COVERAGE IF TERMINATED FOR THIS INITIAL AND SUBSEQUENT TIME PERIODS * FULL DETAILS TO BE WORKED OUT VIII. OTHER BENEFITS -------------- * ENTITLED TO RECEIVE ALL OTHER BENEFITS OF CII AS PUBLISHED. AS OF THE --- DAY OF EMPLOYMENT AND OTHER SUCH BENEFITS, THAT MAY BE ADDED FROM TIME TO TIME. BENEFITS INCLUDE MAJOR MEDICAL, DENTAL, LIFE, AND DISABILITY INSURANCE, HOLIDAYS AND VACATIONS, 401K AND/OR PROFIT SHARING PLANS. COVER "PRE-EXISTING ILLNESS" DURING FIRST 12 MONTHS IF I AM UNABLE FOR ANY REASON TO OBTAIN COVERAGE UNDER "COBRA" Mike, we are convinced that this move in position is very important at this point of your career. We believe that your knowledge and experience will add much value to our organization as we grow the business. We are very excited about this association. Please sign a copy where indicated and return to my attention. Sincerely, /s/ Ramzi A. Dabbagh ----------------------------- Ramzi A. Dabbagh, President Accepted by: /s/ Michael Steinback ----------- -------------------------- Michael Steinback /ts ___.wpf -2-
EX-10.33rd Page of 4TOC1stPreviousNextBottomJust 3rd
[LETTERHEAD OF COMMUNICATIONS INSTRUMENTS, INC.] January 7, 1994 MR. MICHAEL A. STEINBACK 2251 WHISPERING OAKS BUFFALO GROVE, IL 60089 Dear Mike: We are very pleased to set forth the following terms of CII's offer of ----- employment to you: I. TITLE: VICE PRESIDENT OF OPERATIONS ------ II. REPORTING TO: RAMZI DABBAGH, PRESIDENT ------------- III. RESPONSIBILITIES: ----------------- * SALES AND MARKETING * MANUFACTURING OPERATIONS (MIDTEX AND FAIRVIEW) * PLANT FACILITIES * MATERIALS * HUMAN RESOURCES * BUSINESS PLANS AND P & L IV. COMPENSATION ------------ * BASE SALARY: $125,000 PER YEAR ------------ * AUTO ALLOWANCE: $7,800 PER YEAR ($650 MONTH) --------------- * BONUS INCENTIVE: SAME AS PRESIDENT AND VICE PRESIDENT OF BUSINESS ---------------- DEVELOPMENT BASED ON PERFORMANCE AGAINST OBJECTIVES. * ANNUAL SALARY INCREASE/REVIEW: CONSISTENT WITH COMPANY POLICY AS ------------------------------ RELATES TO OTHER EXECUTIVE STAFF MEMBERS. V. STOCK OPTION ------------ * ENTITLED TO ACQUIRE 1% (10,000 SHARES) OF COMMON STOCK UPON EMPLOYMENT AT $1.00 PER SHARE. PAYMENT PLAN TO BE WORKED OUT. ADDITIONALLY, ENTITLED TO ACQUIRE ADDITIONAL 1% OF STOCK AFTER FIRST YEAR OF EMPLOYMENT WITH COST AND PAYMENT PLAN IDENTICAL TO INITIAL 1%.
EX-10.3Last Page of 4TOC1stPreviousNextBottomJust 4th
VI. MOVING EXPENSES: CII TO PAY FOR ALL MOVE RELATED EXPENSES INCLUDING: ---------------- --- * REAL ESTATE COMMISSIONS * VAN LINES (PACKING, STORAGE, UNPACKING AND INSURANCE) * HOUSEHUNTING VISITS FOR MYSELF, WIFE AND FAMILY * TEMPORARY LIVING/HOUSING EXPENSES * SETTLE-IN ALLOWANCE * FULL INCOME TAX EQUALIZATION AND PROTECTION VII. EMPLOYMENT/SEVERANCE AGREEMENT ------------------------------ * INITIAL PERIOD: 15 MONTHS --------- * SUBSEQUENT PERIODS: 12 MONTHS --------- * 100% SALARY AND BENEFIT CONTINUATION/COVERAGE IF TERMINATED FOR THIS INITIAL AND SUBSEQUENT TIME PERIODS * FULL DETAILS TO BE WORKED OUT VIII. OTHER BENEFITS -------------- * ENTITLED TO RECEIVE ALL OTHER BENEFITS OF CII AS PUBLISHED. AS OF THE --- DAY OF EMPLOYMENT AND OTHER SUCH BENEFITS, THAT MAY BE ADDED FROM TIME TO TIME. BENEFITS INCLUDE MAJOR MEDICAL, DENTAL, LIFE, AND DISABILITY INSURANCE, HOLIDAYS AND VACATIONS, 401K AND/OR PROFIT SHARING PLANS. COVER "PRE-EXISTING ILLNESS" DURING FIRST 12 MONTHS IF I AM UNABLE FOR ANY REASON TO OBTAIN COVERAGE UNDER "COBRA" Mike, we are convinced that this move in position is very important at this point of your career. We believe that your knowledge and experience will add much value to our organization as we grow the business. We are very excited about this association. Please sign a copy where indicated and return to my attention. Sincerely, /s/ Ramzi A. Dabbagh ----------------------------- Ramzi A. Dabbagh, President Accepted by: /s/ Michael Steinback ----------- -------------------------- Michael Steinback /ts ___.wpf

Dates Referenced Herein   and   Documents Incorporated by Reference

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Changed as of / Corrected on:3/2/98
Filed on:2/20/98S-4/A
Filed as of:12/11/97S-4/A
1/7/9413
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