TSRA » Topics » Consulting and Employment Arrangements

This excerpt taken from the TSRA DEF 14A filed Apr 15, 2009.

Consulting and Employment Arrangements

Until April 3, 2009, Al S. Joseph, Ph.D., a member of our Board of Directors, was engaged as a part-time employee of the Company to provide business development and strategic planning advice and assistance relating to government research and development contracts and semiconductor and wireless opportunities. Dr. Joseph received an annual salary of $150,000.

Henry R. Nothhaft, a member of our Board of Directors since 2004, has served as an executive officer and employee of the Company beginning on April 25, 2008. Pursuant to an employment agreement between Mr. Nothhaft and the Company, Mr. Nothhaft was paid $3,000 per month for his service as Vice Chairman from April 25, 2008 through August 6, 2008. On August 6, 2008, Mr. Nothhaft became our Vice Chairman, President and Chief Executive Officer and receives an annual salary of $455,000. Additional information about Mr. Nothhaft’s compensation can be found in the Compensation of Executive Officers section above.

In connection with the resignation of Dr. Bruce M. McWilliams on April 3, 2009, Dr. McWilliams and the Company entered into a consulting agreement. Pursuant to the consulting agreement, Dr. McWilliams agreed to provide strategic advice to the Company for consulting fees of $120,000 per year. The agreement has a one year term and may be renewed by mutual consent.

We have entered into severance agreements and change in control severance agreements with our named executive officers and senior management. See “Compensation of Executive Officers—Change in Control and Severance Arrangements.”

This excerpt taken from the TSRA DEF 14A filed Apr 2, 2008.

Consulting and Employment Arrangements

Al S. Joseph, Ph.D., a member of our Board of Directors, is engaged as a part-time employee of the Company to provide business development and strategic planning advice and assistance relating to government research and development contracts and semiconductor and wireless opportunities. Dr. Joseph receives an annual salary of $150,000.

Henry R. Nothhaft, a member of our Board of Directors, has agreed to serve as an executive officer and employee of the Company, in the capacity of Vice Chairman, for a six-month period beginning on April 25, 2008. Pursuant to an employment agreement between Mr. Nothhaft and the Company, Mr. Nothhaft will be paid $3,000 per month for his service as Vice Chairman. Mr. Nothhaft will also receive an option to purchase 21,887 shares of common stock and 16,415 shares of restricted stock, each vesting monthly over the six-month term of his employment. The foregoing options will vest in full in the event of a change in control. For purposes of Mr. Nothhaft’s employment agreement, “change in control” has the same meaning as it does under our executive change in control severance agreements, described above under “Executive Compensation—Change in Control and Severance Arrangements.” In addition, on the date of our Annual Meeting, Mr. Nothhaft will receive an option to purchase one-half of the number of shares of common stock and one-half of the number of shares of restricted stock that he otherwise would have been entitled to receive as a non-employee director on that date, reflecting a prorated portion of the automatic annual award to non-employee directors. Following the termination of his employment, Mr. Nothhaft will resume his status as a non-employee director and will again be eligible to receive his annual cash retainer for serving as a non-employee director on a prorated basis for the remaining portion of the year. We expect to resume paying Mr. Nothhaft compensation for any committee or other service to the Board of Directors on a prorated basis if and when he commences such services.

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