EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “ Agreement ”) is made and entered into as of the 3 rd day of March, 2008, by
and between Stephen Pudles (the “ Executive ”) and API Nanotronics Corp., a Delaware corporation (the “ Company ”).
WHEREAS , the Company desires to employ Executive and to enter into an agreement, embodying the terms of such
WHEREAS , Executive desires to accept such employment and enter into such an agreement;
NOW, THEREFORE , in consideration of the premises and mutual covenants herein and for other good and valuable
consideration, the parties agree as follows:
1. Term of Employment . Subject to the provisions of Section 8 of this Agreement, Executive shall be employed
by the Company for a period commencing on /s/ no later than 5-5 (the “ Effective Date ”) and ending on the date of termination
of this Agreement in accordance with the provisions of Section 8.
2. Position .
a. During the Employment Term, Executive shall serve as the Chief Executive Officer of the Company.
In such position, Executive shall have such duties and authority as shall be determined from time to time by the Board of
Directors of the Company, the Compensation Committee of the Board of Directors or such other delegate of the Board of
Directors’ authority hereunder as the Board of Directors may designate (collectively, the “ Board ”). Executive shall be
nominated to serve as a member of the Board of Directors of the Company at the Company’s next Annual Meeting. Executive
shall serve as a member of the Boards of Directors of the Company and any of its subsidiaries without additional compensation
b. During the Employment Term, Executive will devote Executive’s full business time and best efforts
to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for
compensation or otherwise which would conflict or interfere with the rendition of such services, either di