including the
CEO, and for overseeing the development of executive succession plans. As part
of this responsibility, the Compensation Committee oversees the design,
development and implementation of the compensation program for the CEO and the
other named executives. The Compensation Committee evaluates the performance of
the CEO and determines CEO compensation in light of the goals and objectives of
the compensation program. The CEO and the Compensation Committee together
assess the performance of the other named executives and determine their
compensation, based on initial recommendations from the CEO.
Our
CEO assists the Compensation Committee in reaching compensation decisions with
respect to the named executives other than the CEO. The other named executives
do not play a role in their own compensation determination, other than
discussing individual performance objectives with the CEO.
Role
of Compensation Consultants
. We have not used the
services of any other compensation consultant in matters affecting senior
executive or director compensation. In the future, either the Company or the
Compensation Committee may engage or seek the advice of other compensation
consultants.
Equity
Grant Practices
. The exercise price of each stock
option awarded to our senior executives under our long-term incentive plan is
the closing price of our stock on the date of grant. Scheduling decisions are
made without regard to anticipated earnings or other major announcements by the
Company. We prohibit the repricing of stock options.
Tax
Deductibility of Compensation
. Section 162(m) of
the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on
the amount that a public company may deduct for compensation paid to the
Companys CEO or any of the Companys four other most highly compensated
executive officers who are employed as of the end of the year. This limitation
does not apply to compensation that meets the requirements under Section 162(m)
for qualifying performance-based compensation (i.e., compensation paid only
if the individuals performance meets pre-established objective goals based on
performance criteria approved by shareholders). For 2009, the payments of
annual bonuses were designed to satisfy the requirements for deductible
compensation.
Potential
Impact on Compensation from Executive Misconduct
.
If the Board determines that an executive officer has engaged in fraudulent or
intentional misconduct, the Board would take action to remedy the misconduct,
prevent its recurrence, and impose such discipline on the wrongdoers as would
be appropriate. Discipline would vary depending on the facts and circumstances,
and may include, without limit, (1) termination of employment, (2) initiating
an action for breach of fiduciary duty, and (3) if the misconduct resulted in a
significant restatement of the Companys financial results, seeking
reimbursement of any portion of performance-based or incentive compensation
paid or awarded to the executive that is greater than would have been paid or
awarded if calculated based on the restated financial results. These remedies
would be in addition to, and not in lieu of, any actions imposed by law
enforcement agencies, regulators or other authorities.
Measures Used to
Achieve Compensation Objectives
Annual cash
compensation
Base
salary
. Base salaries for our named executives
depend on the scope of their responsibilities, their performance, and the
period over which they have performed those responsibilities. Decisions
regarding salary increases take into account the executives current salary and
the amounts paid to the executives peers within and outside the Company. Base
salaries are reviewed approximately every 12 months, but are not automatically
increased if the Compensation Committee believes that other elements of
compensation are more appropriate in light of our stated objectives. This
strategy is consistent with the Companys primary intent of offering compensation
that is contingent on the achievement of performance objectives.
Bonus
.
Each quarter the CEO reviews with the Compensation Committee the Companys
estimated full-year financial results against the financial, strategic and
operational goals established for the year, and the Companys financial
performance in prior periods. Based on that review, the Compensation Committee
determines on a preliminary basis, and as compared to the prior year, an
estimated appropriation to provide for the payment of cash bonuses to
employees. After reviewing the final full year results the following quarter,
the Compensation
3
Committee and
the Board approve total bonuses to be awarded from the maximum fund available.
If applicable, bonuses are paid in the months of March and April following our
December 31 fiscal year end.
The
Compensation Committee, with input from the CEO with respect to the other named
executives, uses discretion in determining for each individual executive the
current years bonus and the percent change from the prior years bonus. They
evaluate the overall performance of the Company, the performance of the
function that the named executive leads and an assessment of each executives
performance against expectations, which were established at the beginning of
the year. We believe that the annual bonus rewards the high-performing
executives who drive our results and motivates them to sustain this performance
over a long career.
The
salaries paid and the annual bonuses awarded to the named executives in 2009
are discussed below and shown in the Summary Compensation Table below.
Equity awards
The
Companys equity incentive compensation program is designed to recognize scope
of responsibilities, reward demonstrated performance and leadership, motivate
future superior performance, align the interests of the executive with our
shareholders and retain the executives through the term of the awards. We
consider the grant size and the appropriate combination of stock options when
making award decisions. The amount of equity incentive compensation granted in
2009 was based upon the strategic, operational and financial performance of the
company overall and reflects the executives expected contributions to the
Companys future success. Existing ownership levels are not a factor in award
determination, as we do not want to discourage executives from holding
significant amounts of our stock.
The
Company follows the provisions of Accounting Standards Codification (ASC) 718,
Share-Based Payment. When determining the appropriate amount of stock
options, our goal is to weigh the cost of these grants with their potential
benefits as a compensation tool. Stock options only have value to the extent
the price of our stock on the date of exercise exceeds the exercise price on
grant date, and thus are an effective compensation element only if the stock
price grows over the term of the award. In this sense, stock options are a
motivational tool.
One
of the named executives received grants of stock option awards in 2009. The
stock options granted are performance-based and become exercisable only if
performance targets are achieved, and have a maximum ten-year term (see
outstanding equity table filed herein). We believe that this performance
vesting schedule aids the Company in motivating and retaining executives, and
provides shareholder value. Under the terms of the Companys long-term
incentive plan, unvested stock options are forfeited if the executive
voluntarily leaves the Company.
Other Compensation
Includes
the total estimated value of the premium paid on group term life insurance and
accidental death and dismemberment insurance, the matching contribution of the
Wireless Telecom Group, Inc. 401(k) Profit Sharing Plan and the total estimated
use of Company automobiles.
Compensation for the
Named Executives in 2009
CEO
compensation
. In determining Mr. Johnsons compensation
for 2009, the Compensation Committee considered his performance against his
financial, strategic and operational goals for the year. In the fiscal year
ended December 31, 2009, Mr. Johnson received $230,000 in salary and $11,000 in
other compensation for his service as an executive officer of the Company.
CFO
compensation
. In determining Mr. Genovas compensation
for 2009, the Compensation Committee considered his performance against his
financial, strategic and operational goals for the year. In the fiscal year
ended December 31, 2009, Mr. Genova received $210,000 in salary, $120,000 in
bonuses and $13,500 in other compensation for his service as an executive
officer of the Company. Mr. Genovas compensation for the 2009 fiscal year was
based on qualitative managerial efforts and business ingenuity.
4
CMO
compensation
. In determining Mr. Hendersons compensation
for 2009, the Compensation Committee considered his performance against his
financial, strategic and operational goals for the year. In the fiscal year
ended December 31, 2009, Mr. Henderson received $184,000in salary and $13,100
in other compensation for his service as an executive officer of the Company.
Report of the
Compensation Committee
The
Compensation Committee has reviewed and discussed with our management the
Compensation Discussion and Analysis included in this Proxy. Based on that
review and discussion, the Nominating, Governance and Compensation Committee
has recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this Proxy.
|
|
April 30,
2010
|
COMPENSATION
COMMITTEE
|
|
|
|
Henry Bachman
|
|
Joseph Garrity
|
|
Rick Mace
|
Summary Compensation
Table for 2009 and 2008
The
table below summarizes the total compensation paid or earned by our Chief
Executive Officer, our Chief Financial Officer and our Chief Marketing Officer.
There were no other executive officers serving during 2009 or 2008 whose compensation
would otherwise be required to be disclosed.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)(1)
|
|
Commission
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)(3)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James M.
(Monty) Johnson
|
|
2009
|
|
|
335,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000
|
|
|
346,500
|
|
Vice Chairman and Chief Executive Officer
|
|
2008
|
|
|
230,000
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,550
|
|
|
294,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
Genova
|
|
2009
|
|
|
210,000
|
|
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,500
|
|
|
343,500
|
|
President and Chief Financial Officer
|
|
2008
|
|
|
210,000
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,300
|
|
|
272,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
Henderson
|
|
2009
|
|
|
184,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,100
|
|
|
197,100
|
|
Vice President and Chief
Marketing Officer
|
|
2008
|
|
|
170,000
|
|
|
90,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,600
|
|
|
281,000
|
|
|
|
|
|
|
|
|
(1)
|
For 2009,
the salary amounts presented with respect to Mssrs. Johnson and Henderson
include base salary up to and through August 11, 2009, the date of their
departure from the Company, and severance costs expensed entirely in 2009.
The severance amounts included in these salary figures for Mr. Johnson and
Mr. Henderson were approximately $172,500 and $35,000, respectively.
|
|
|
(2)
|
The option
awards granted to the Companys current and former executive officers during
the years ended 2009 and 2008 were performance based stock options with a
remote likelihood of vesting as the performance conditions are not likely to
be achieved. The calculated aggregate fair value of these performance based
grants, assuming that the highest level of performance conditions are
achieved, is approximately $291,000 and $139,000 for the options granted in
2009 and 2008, respectively. The assumptions used in determining the grant
date fair value of these awards, in accordance with ASC 718, are set forth in
the notes to the Companys
|
5
|
|
|
consolidated
financial statements, which are included in its Annual Report on Form 10-K
for the years ended December 31, 2009 and 2008, as filed with the SEC.
|
|
|
(3)
|
The amounts
shown in this column reflect for each named executive officer the total
estimated value of the use of an automobile, the premium paid on group term
life insurance and accidental death and dismemberment insurance, and the
matching contribution of the Wireless Telecom Group, Inc. 401(k) Profit
Sharing Plan.
|
Outstanding Equity
Awards at Fiscal Year-End 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration Date
|
|
|
|
|
|
|
|
|
|
|
|
James M. (Monty) Johnson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Genova
|
|
|
|
|
|
500,000
|
(a)
|
$
|
0.78
|
|
|
11/24/2019
|
|
|
|
|
|
|
|
220,000
|
(b)
|
$
|
1.42
|
|
|
4/11/2018
|
|
|
|
|
120,000
|
(c)
|
|
|
|
$
|
2.72
|
|
|
4/18/2016
|
|
|
|
|
50,000
|
(d)
|
|
|
|
$
|
2.99
|
|
|
5/21/2014
|
|
|
|
|
30,000
|
(e)
|
|
|
|
$
|
2.75
|
|
|
10/22/2014
|
|
|
|
|
50,000
|
(f)
|
|
|
|
$
|
2.37
|
|
|
10/10/2013
|
|
Lawrence Henderson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
500,000
common share options granted on 11/24/2009; which vest when certain performance
targets are achieved.
|
|
|
(b)
|
220,000
common share options granted on 4/11/2008; which vest when certain
performance targets are achieved.
|
|
|
(c)
|
120,000
common share options granted on 4/18/2006; fully vested.
|
|
|
(d)
|
50,000
common share options granted on 5/21/2004; fully vested.
|
|
|
(e)
|
30,000
common share options granted on 10/22/2004; fully vested.
|
|
|
(f)
|
50,000
common share options granted on 10/10/2003; fully vested.
|
Option Exercises for
2009
None
of the named executive officers exercised stock options during 2009.
Potential Payments
upon Termination or Change in Control
Upon
the termination of a named executive officer, such person may be entitled to
payments or the provision of other benefits, depending on the event triggering
the termination. The compensation committee believes that the triggering events
for Messrs. Johnson, Genova and Henderson, set forth in their employment and
severance agreements, respectively, are in line with current compensation trends.
The events that would trigger a named executive officers entitlement to
payments or other benefits upon termination, and the value of the estimated
payments and benefits are described in the following table, assuming a
termination date and, where applicable, a
6
change in
control date of December 31, 2009, and a stock price of $0.71 per share, which
was the closing price of one share of our common stock on December 31, 2009
(the last trading day of fiscal year 2009):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James M.(Monty)
Johnson
|
|
Paul
Genova
|
|
Lawrence
Henderson
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary Termination without Cause, or Voluntary
Termination for Good Reason, or upon a Change-in-Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance/Salary Continuation
|
|
|
|
|
$
|
172,500
|
|
$
|
157,500
|
|
|
|
|
All Benefits Payments
|
|
|
|
|
$
|
10,000
|
|
$
|
10,000
|
|
|
|
|
|
|
|
Total:
|
|
$
|
182,500
|
|
$
|
167,500
|
|
|
|
|
Following Change-in-Control only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
|
|
|
$
|
172,500
|
|
$
|
157,500
|
|
$
|
127,500
|
|
All Benefits Payments
|
|
|
|
|
$
|
10,000
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
182,500
|
|
$
|
167,500
|
|
$
|
127,500
|
|
Employment Contracts,
Termination of Employment and Change-in-Control Arrangements
Except
as set forth below, the Company currently does not have any employment
contracts or other similar agreements or arrangements with any of its executive
officers.
Johnson Employment Agreement
The Company and Monty Johnson, the Companys Vice Chairman and Chief Executive
Officer, executed an employment agreement on January 23, 2006 (the Johnson
Employment Agreement). Under the terms of the Johnson Employment Agreement,
Mr. Johnson was entitled to receive an annual base salary, which increased to
$230,000 in 2009 from the initially agreed upon amount of $200,000 as approved
by the Companys Compensation Committee. Mr. Johnson was also entitled to
receive an annual bonus, in the Companys sole discretion, in the amount of up
to $250,000. Mr. Johnson received qualified stock options to purchase up to
500,000 shares of the Companys Common Stock, which vested 50% in 2008 and 50%
in 2009, subject to accelerated vesting upon a change-in-control of the Company
at an exercise price of $2.68 per share, the opening price of the Companys
Common Stock as reported by the American Stock Exchange on January 23, 2006.
Mr. Johnson was also entitled to reimbursement of his relocation expenses, up
to $30,000, as and when actually accrued upon presentation of detailed receipts
therefor.
Johnson Severance Agreement
The Company and James M. Johnson, the Companys Vice Chairman of the Board and
Chief Executive Officer, executed the Johnson Severance Agreement on April 11,
2008. The Johnson Severance Agreement provided for certain payments to Mr.
Johnson in the event of his departure from the Company. In August 2009, Mr.
Johnson resigned from the Company and in connection therewith (and in
accordance with the terms of his employment and severance agreements) Mr.
Johnson was paid approximately $172,500, in addition to salaries already earned
by Mr. Johnson for the fiscal year ended December 31, 2009.
Genova Severance Agreement
The Company and Paul Genova, the Companys President and Chief Financial
Officer, executed the Genova Severance Agreement on March 29, 2005. The Genova
Severance Agreement provides that if Mr. Genovas employment is terminated by
the Company without cause or if Mr. Genova terminates his employment for
good reason, then Mr. Genova will be entitled to receive (1) at the sole
discretion of the Company, either a lump-sum cash payment equal to 75% of his
annual base compensation then in
7
effect,
payable within 30 days after termination, or continuation of his base
compensation then in effect for a period of nine months after termination, and
(2) the continuation of all benefits, to the extent permissible under the
applicable benefits programs, in which he currently participates for a period
of nine months following his termination. If Mr. Genova obtains subsequent
employment during such nine-month period and if he receives benefits through
such subsequent employment, the Company may terminate his continuing benefits.
Under the terms of the Genova Severance Agreement, cause means the occurrence
of any one or more of the following: (i) fraud, embezzlement and /or
misappropriation of the Companys (or any successors) funds; (ii) gross or willful
misconduct by Mr. Genova in the performance of his duties; (iii) a material
violation of the Companys (or any successors) Code of Conduct; or (iv) a
conviction by, or entry or a plea of guilty or nolo contendre in, a court of
competent jurisdiction for any crime which constitutes a felony or act or moral
turpitude in the jurisdiction involved; and good reason means (i) the
assignment to Mr. Genova of duties materially and adversely inconsistent with
his position, title, duties, responsibilities or status with the Company as an
officer of the Company, (ii) any removal of Mr. Genova from, or any failure to
re-elect Mr. Genova as an officer of the Company, (iii) a reduction in Mr.
Genovas salary, or (iv) relocation of Mr. Genovas principal place of employment
to a place more than 30 miles from its current location, in each case without
Mr. Genovas written consent. The terms of this agreement are valid through
March 29, 2015.
Henderson Severance Agreement
The Company and Lawrence Henderson, the
Companys Senior Vice President and Chief Marketing Officer, executed the
Henderson Severance Agreement on February 6, 2007. The Henderson Severance
Agreement provided for certain payments to Mr. Henderson in the event of his
departure from the Company. In August 2009, Mr. Henderson resigned from the
Company and in connection therewith (and in accordance with terms of his
severance agreements) Mr. Henderson was paid approximately $35,000 in addition
to salaries already earned by Mr. Henderson for the fiscal year ended December
31, 2009.
Director Compensation for 2009
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
Option
Awards
($) (b)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
Savio W. Tung
|
|
15,000
|
|
|
|
|
|
15,000
|
|
James M. (Monty) Johnson
(a)
|
|
|
|
|
|
|
|
|
|
Hazem Ben-Gacem
|
|
|
|
|
|
16,744
|
|
16,744
|
|
Henry L. Bachman
|
|
19,500
|
|
|
|
1,890
|
|
21,390
|
|
Joseph Garrity
|
|
20,000
|
|
|
|
820
|
|
20,820
|
|
Rick Mace
|
|
17,000
|
|
|
|
39,598
|
|
56,598
|
|
Adrian Nemcek
|
|
16,500
|
|
|
|
3,330
|
|
19,830
|
|
Paul Genova (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Mr. Genova does not receive
compensation in his capacity as director, but his compensation as a named
executive officer is disclosed above. Mr. Johnson did not receive
compensation in his capacity as director, but his compensation as a named
executive officer is disclosed above.
|
|
(b)
|
No option awards were
granted to the Companys non-employee directors during the year ended 2009.
Our non-employee directors held the following unexercised options at fiscal
year end 2009:
|
8
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
|
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
Savio W. Tung
|
|
|
|
|
|
|
|
|
|
|
James M. (Monty) Johnson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hazem Ben-Gacem
|
|
|
|
|
|
|
|
|
|
|
Henry L. Bachman
|
|
|
|
|
|
|
|
|
|
|
Joseph Garrity
|
|
40,000
|
|
40,000
|
|
$
|
3.02
|
|
7/17/2017
|
|
Rick Mace
|
|
40,000
|
|
40,000
|
|
$
|
3.02
|
|
7/17/2017
|
|
Adrian Nemcek
|
|
40,000
|
|
40,000
|
|
$
|
3.02
|
|
7/17/2017
|
|
Paul Genova
|
|
50,000
|
|
|
|
$
|
2.37
|
|
10/10/2013
|
|
|
|
30,000
|
|
|
|
$
|
2.99
|
|
5/21/2014
|
|
|
|
50,000
|
|
|
|
$
|
2.75
|
|
10/22/2014
|
|
|
|
120,000
|
|
|
|
$
|
2.72
|
|
4/18/2016
|
|
|
|
|
|
220,000
|
|
$
|
1.42
|
|
4/11/2018
|
|
|
|
|
|
500,000
|
|
$
|
0.78
|
|
11/24/2019
|
|
Compensation Committee Interlocks and Insider Participation
The
current members of the Compensation Committee are Messrs. Bachman, Garrity and
Mace. Mr. Ben-Gacem is welcomed to attend the Companys compensation committee
meetings as an invited guest of the Compensation Committee. Currently, none of
such persons is an officer or employee of the Company or any of its
subsidiaries. During 2009, none of the Companys executive officers served as a
director or member of a compensation committee (or other committee serving an
equivalent function) of any other entity, whose executive officers served as a
director or member of the Compensation Committee. No interlocking relationship,
as defined by the Securities Exchange Act of 1934, as amended (the Exchange
Act), exists between the board of directors or the Compensation Committee and
the board of directors or Compensation Committee of any other company.
9
PAR
T IV
It
em 15.
Exhibits and Financial Statement
Schedules
|
|
|
(a)
|
(1)
|
Report of
Independent Registered Public Accounting Firm
|
|
|
Consolidated
Balance Sheets as of December 31, 2009 and 2008
|
|
|
Consolidated
Statements of Operations for the Two Years in the Period ended December 31,
2009
|
|
|
Consolidated
Statements of Changes in Shareholders Equity for the Two Years in the Period
ended December 31, 2009
|
|
|
Consolidated
Statements of Cash Flows for the Two Years in the Period ended December 31,
2009
|
|
|
Notes to
Consolidated Financial Statements
|
|
|
|
|
|
(2)
|
Financial
Statement Schedules
|
|
|
Schedule II
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
All other
schedules have been omitted because the required information is included in
the financial statements or notes thereto or because they are not required.
|
|
|
|
|
|
(3)
|
Exhibits
|
|
|
|
|
|
|
2.1
|
Asset
Purchase Agreement, dated as of April 9, 2010, by and among the Registrant,
Willtek Communications GmbH, Willtek Communications SARL, Willtek
Communications, Inc., Aeroflex Incorproated, Aeroflex Wichita, Inc., Aeroflex
GmbH and Aeroflex SAS* (1)
|
|
|
|
|
|
|
3.1
|
Certificate
of Incorporation, as amended (2)
|
|
|
|
|
|
|
3.2
|
Amended and
Restated By-laws (2)
|
|
|
|
|
|
|
3.3
|
Amendment to
the Certificate of Incorporation (3)
|
|
|
|
|
|
|
3.4
|
Amendment to
the Certificate of Incorporation (4)
|
|
|
|
|
|
|
4.2
|
Form of
Stock Certificate (2)
|
|
|
|
|
|
|
10.1
|
Summary Plan
Description of Profit Sharing Plan of the Registrant (2)
|
|
|
|
|
|
|
10.2
|
Incentive
Stock Option Plan of the Registrant and related agreement (2)
|
|
|
|
|
|
|
10.3
|
Amendment to
Registrants Incentive Stock Option Plan and related agreement (4)
|
|
|
|
|
|
|
10.4
|
Wireless
Telecom Group, Inc. 2000 Stock Option Plan (5)
|
|
|
|
|
|
|
10.5
|
Stock
Purchase Agreement dated December 21, 2001, by and among the Company,
Microlab/FXR and Harry A. Augenblick (6)
|
|
|
|
|
|
|
10.6
|
Stock
Purchase Agreement made as of December 21, 2001, by and among the Company and
Microlab/FXR Employees Stock Ownership Plan (6)
|
|
|
|
|
|
|
10.7
|
Amended and
Restated Stock Purchase Agreement, dated as of March 29, 2005, among the
Company, Willtek Communications GmbH, Investcorp Technology Ventures, L.P.,
and Damany Holding GmbH (7)
|
10
|
|
|
|
|
|
10.8
|
Amended and
Restated Loan Agreement, dated March 29, 2005, by and among Investcorp
Technology Ventures, L.P., Willtek Communications GmbH and Wireless Telecom
Group, Inc. (7)
|
|
|
|
|
|
|
10.9
|
Severance
Agreement, dated March 29, 2005, between Wireless Telecom Group, Inc. and
Paul Genova (8)
|
|
|
|
|
|
|
10.10
|
Employment
and Severance Agreement, dated January 23, 2006, between Wireless Telecom
Group, Inc. and James M. Johnson (9)
|
|
|
|
|
|
|
10.11
|
Employment
and Severance Agreement, dated February 6, 2007, between Wireless Telecom
Group, Inc. and Lawrence Henderson (9)
|
|
|
|
|
|
|
14
|
Code of
Ethics (10)
|
|
|
|
|
|
|
23.1
|
Consent of
Independent Registered Public Accounting Firm (PKF) (11)
|
|
|
|
|
|
|
31.1
|
Certification
pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
31.2
|
Certification
pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
32.1
|
Certification
pursuant to 18 U.S.C. section 1350
|
* All exhibits
and schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of
all omitted exhibits and schedules to the Securities and Exchange Commission
upon its request.
|
|
(1)
|
Supersedes
the Asset Purchase Agreement filed as an exhibit to the Companys Current
Report on Form 8-K, dated April 9, 2010, filed with the Commission on April
9, 2010, solely for the purpose reclassifying such Asset Purchase Agreement
as a plan of acquisition filed pursuant to Regulation S-K Item 601(b)(2).
|
|
|
(2)
|
Filed as an
exhibit to the Companys Registration Statement on Form S-18 (File
No.33-42468-NY) and incorporated by reference herein.
|
|
|
(3)
|
Filed as an
exhibit to the Companys Annual Report on Form 10-K for the year ended
December 1994 and incorporated by reference herein.
|
|
|
(4)
|
Filed as an
exhibit to the Companys Annual Report on Form 10-K for the year ended December
1995 and incorporated by reference herein.
|
|
|
(5)
|
Filed as
Annex B to the Definitive Proxy Statement of the Company filed on July 17,
2000 and incorporated by reference herein.
|
|
|
(6)
|
Filed as an
exhibit to the Companys Current Report on Form 8-K, dated December 21, 2001,
filed with the Commission on January 4, 2002 and incorporated by reference
herein.
|
|
|
(7)
|
Filed as an
exhibit to the Companys Current Report on Form 8-K, dated March 29, 2005,
filed with the Commission on March 29, 2005 and incorporated by reference
herein.
|
|
|
(8)
|
Filed as an
exhibit to the Companys Annual Report on Form 10-K for the year ended
December 31, 2004 and incorporated by reference herein.
|
11
|
|
(9)
|
Filed as an
exhibit to the Companys Annual Report on Form 10-K for the year ended
December 31, 2007 and incorporated by reference herein.
|
|
|
(10)
|
Filed as an
exhibit to the Companys Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated by reference herein.
|
|
|
(11)
|
Filed as an
exhibit to the Companys Annual Report on Form 10-K for the year ended
December 31, 2009 and incorporated by reference herein.
|
12
SIGNATURES
Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
WIRELESS
TELECOM GROUP, INC.
|
|
Date:
December 30, 2010
|
By:
|
/s/ Paul
Genova
|
|
|
|
|
Paul Genova
|
|
Chief
Executive Officer
|
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Paul Genova and Robert Censullo (with full power to
act alone), as his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this Annual
Report on Form 10-K and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, lawfully do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Adrian
Nemcek
|
|
Chairman of
the Board
|
|
December 30,
2010
|
|
|
|
|
|
Adrian
Nemcek
|
|
|
|
|
|
|
|
|
|
/s/ Paul
Genova
|
|
Chief
Executive Officer (principal executive officer)
|
|
December 30,
2010
|
|
|
|
|
|
Paul Genova
|
|
|
|
|
|
|
|
|
|
/s/ Robert
Censullo
|
|
Acting Chief
Financial Officer (principal financial officer and principal accounting
officer)
|
|
December 30,
2010
|
|
|
|
|
|
Robert
Censullo
|
|
|
|
|
|
|
|
|
|
/s/ Henry
Bachman
|
|
Director
|
|
December 30,
2010
|
|
|
|
|
|
Henry
Bachman
|
|
|
|
|
|
|
|
|
|
/s/ Rick
Mace
|
|
Director
|
|
December 30,
2010
|
|
|
|
|
|
Rick Mace
|
|
|
|
|
|
|
|
|
|
/s/ Glenn
Luk
|
|
Director
|
|
December 30,
2010
|
|
|
|
|
|
Glenn Luk
|
|
|
|
|
|
|
|
|
|
/s/ Joseph
Garrity
|
|
Director
|
|
December 30,
2010
|
|
|
|
|
|
Joseph
Garrity
|
|
|
|
|
|
|
|
|
|
/s/ Hazem
Ben-Gacem
|
|
Director
|
|
December 30,
2010
|
|
|
|
|
|
Hazem
Ben-Gacem
|
|
|
|
|
13
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