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[LOGO]AEHR TEST SYSTEMS
March 5, 2013
Rhea J. Posedel
Dear Mr. Posedel:
On behalf of the Board of Directors of Aehr Test Systems (the
"Company"), I am pleased to offer you continuing employment as the
Company's Chairman of the Board (the "Chairman") in a non-executive
capacity, on the terms set forth herein. This offer is contingent upon
your resignation from your current position as the Company's Executive
Chairman, and by signing this letter you hereby resign as the Company's
Executive Chairman. As the Chairman, you will receive a yearly salary
of $100,000 beginning effective as of February 1, 2013, which will be
paid bi-weekly in accordance with the Company's normal payroll
procedures. In this capacity, you will continue to receive certain
employee benefits, including group medical, dental, life insurance and
long term disability coverage. Your accrued vacation balance as of
January 31, 2013 will be paid out to you at your then current pay rate,
and no additional vacation time will be accrued thereafter on your
behalf. In addition you will also be eligible for stock option grants
pursuant to the Company's 2006 Equity Incentive Plan and participation
in the Employee Stock Ownership Plan and the Employee Stock Purchase
Plan (as permitted), as shall be determined from time to time by the
Compensation Committee of the Board of Directors. You should note that
the Company may modify job titles, salaries and benefits from time to
time as it deems necessary. The Company is excited about your
continuing service and looks forward to a beneficial and productive
relationship.
Your employment with the Company in the role of Chairman shall be
for a minimum term of three (3) years, with your employment continuing
on an at-will basis thereafter.
Please further note that with your acceptance of this offer, the
terms of your Amended and Restated Change of Control Severance Agreement
dated January 3, 2012 will be amended and superseded by an Amended and
Restated Change of Control Severance Agreement (the "Amended
Agreement"). The Amended Agreement will provide, among other things,
that in the case of your Involuntary Termination (as defined therein)
during your three (3) year term of employment, other than as a result of
an Involuntary Termination within twelve (12) months
following a Change of Control (as defined therein), you will receive the
balance of your base salary for your three (3) year employment term,
payable in a lump sum within thirty (30) days of your Involuntary
Termination. Additionally, any stock options granted by the Company to
you prior to your Involuntary Termination will become fully vested and
exercisable as of the date of your termination to the extent such stock
options are outstanding and unexercisable at the time of your
termination.
Further, in the case of your Involuntary Termination at any time
within twelve (12) months after the Change of Control, the Amended
Agreement will provide that you will receive the greater of (a) your
remaining term of employment base salary or (b) eighteen (18) months of
base salary, payable in a lump sum within thirty (30) days of your
Involuntary Termination. Additionally, any stock options granted by the
Company to you prior to the Change of Control and your Involuntary
Termination will become fully vested and exercisable as of the date of
the termination to the extent such stock options are outstanding and
unexercisable at the time of your termination.
You agree that, during the term of your employment with the
Company, you will not engage in any other employment, occupation,
consulting or other business activity directly related to the business
in which the Company is now involved or becomes involved during the term
of your employment, nor will you engage in any other activities that
conflict with your obligations to the Company. Similarly, you agree not
to bring any third party confidential information to the Company and
that in performing your duties for the Company you will not in any way
utilize any such information.
In the event of any dispute or claim relating to or arising out of
our employment relationship, you and the Company agree that (i) any and
all disputes between you and the Company shall be fully and finally
resolved by binding arbitration, (ii) you are waiving any and all rights
to a jury trial but all court remedies will be available in arbitration,
(iii) all disputes shall be resolved by a neutral arbitrator who shall
issue a written opinion, (iv) the arbitration shall provide for adequate
discovery, and (v) the Company shall pay all but the first $125 of the
arbitration fees.
To accept the Company's offer, please sign and date this letter in
the space provided below. A duplicate original is enclosed for your
records. This letter, along with any agreements relating to proprietary
rights between you and the Company, set forth the terms of your
employment with the Company and supersede any prior representations or
agreements, including, but not limited to, the Offer Letter dated
January 3, 2012 between you and the Company, and any representations
made during your any negotiations, whether written or oral. This letter
may not be modified or amended except by a written agreement signed by
the Chief Executive Officer of the Company and you.
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We look forward to your favorable reply and to continuing to work
with you at Aehr Test Systems.
Sincerely,
/S/ GAYN ERICKSON
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Gayn Erickson,
President and Chief Executive Officer
Agreed to and accepted:
Signature: /S/ RHEA J. POSEDEL
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Printed Name: RHEA J. POSEDEL
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Date: March 5, 2013
Enclosures
Duplicate Original Letter
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