Senior Vice President - Marketing, Business Development and Services Employment Agreement - GERHARD B. NEDERLOF

EMPLOYMENT AGREEMENT


THIS AGREEMENT, made this 30 day of July, 1997 to be effective as of the 1st day of March, 1997, by and between C-COR ELECTRONICS, INC., a Pennsylvania Business Corporation with its principal place of business at 60 Decibel Road, State College, Pennsylvania ("Corporation"),


-AND-


GERHARD B. NEDERLOF, of Windwardside, Saba, Netherlands Antilles ("Employee")


BACKGROUND


A. Corporation desires to employ Employee as its Senior Vice President - Marketing, Business Development and Services and Employee desires to be so employed by Corporation.


B. The parties mutually desire to set forth in this Employment Agreement (the "Agreement") the terms and conditions under which Employee will be employed by Corporation.


NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound thereby, the parties hereto agree as follows:


SECTION I.


Description of Employment


1.01. Employment and Term. Corporation agrees to employ Employee and Employee agrees to be so employed for a term commencing on March 1, 1997 and ending on November 3, 1999 (the "Term"). Provided, however, that Employee's employment hereunder shall be contingent upon Employee's securing an extension of his L1A Visa to November 3, 1999. Corporation may terminate this Agreement in the event that Employee fails to secure an extension to his current L1A Visa, effective as of the date of the expiration of Employee's current L1A Visa.


1.02. Capacity. During the Term, Employee shall serve as Corporation's Senior Vice President - Marketing, Business Development and Services, or in such other offices or capacities as shall be determined by Corporation's Board of Directors.


1.03. Time and Efforts. During the Term, Employee shall diligently and conscientiously devote his best efforts and his full time and attention to the discharge of his duties as Senior Vice President - Marketing, Business Development and Services and of such other duties as may be determined by the Board of Directors of Corporation. Employee acknowledges that during the period of this employment pursuant to this Agreement as the Senior Vice President - Marketing, Business Development and Services of Corporation, he will not have any other employment or business affiliations without the prior approval of the Board of Directors of Corporation.


SECTION II.


Compensation


2.01. Salary. During the period of Employee's employment hereunder as Senior Vice President Marketing, Business Development and Services Corporation shall pay to Employee a salary at an annual rate of One Hundred Fifteen Thousand ($115,000) Dollars through the period ending on June 27, 1997 and at the annual rate of One Hundred Twenty-Eight Thousand ($128,000.00) Dollars commencing on June 28, 1997, payable bi-weekly, for services rendered. Employee may be eligible for future increases in salary, based on Corporation's evaluation of Employee's performance. Further, Employee acknowledges receipt of a one (1) time initial relocation expense payment of Thirty-Six Thousand Nine Hundred ($36,900.00) Dollars.


2.02. Business Expenses. Employee shall be reimbursed by Corporation for all reasonable expenses incurred in carrying out his employment duties or in otherwise promoting the business of Corporation by presenting to the designated officer of Corporation an itemized expense account report with receipts attached.


2.03. Incentive Compensation. During the Term, Corporation shall include Employee as a participant at the Officer level under Corporation's "Variable Compensation Plans" or any successor Plans. Employee will be entitled to such awards as are declared from time to time by the Board of Directors under the terms of the "Variable Compensation Plans" or any successor Plans.


2.04. Stock Options. Employee shall be eligible for stock option awards in accordance with stock option plans adopted by the Corporation from time to time. All such stock option awards shall be nonqualified stock options and shall be granted under and be subject to all of the terms and conditions of the C-COR Electronics, Inc. 1988 Stock Option Plan and a Nonqualified Stock Option Granting Agreement or any successor plan and granting agreement.


2-05. Supplemental Retirement Plan. Employee will be entitled to participate in Corporation's Supplemental Retirement Plan with an annual supplemental retirement benefit of Eighteen Thousand and No/100 ($18,000.00) Dollars commencing at Employee's retirement at age sixty-five (65) and continuing for a period of fifteen years in accordance with and subject to the terms of such plan and a Participation Agreement entered into between Corporation and Employee on May 14, 1993 and attached hereto as Exhibit "A.".


2.06. Life Insurance Coverage. Corporation will provide to Employee group term life insurance in a face amount equal to three times the Employee's salary. Changes in life insurance coverage will occur at the same time Employee's salary is changed pursuant to Section 2.01 hereof.


2.07. Financial and Tax Planning Reimbursement. Corporation agrees to reimburse Employee for expenses incurred in his personal financial and tax planning up to an amount not exceeding One Thousand and No/ 100 ($1,000.00) Dollars per year during the term of this Agreement.


2.08. Other Benefit Plans. During the Term, Employee shall also be eligible to voluntarily participate in Corporation's other fringe benefit plans, upon Employee's payment of appropriate premiums, co-pays and deductibles, including both those plans presently existing and those which may in the future be adopted, in accordance with the terms and provisions of such plans.


2.09. Vacation. During the Term, Employee shall be entitled to three (3) weeks vacation per year.


2. 10. Physical Examination. Corporation agrees to reimburse Employee in an amount not to exceed Two Hundred and No/ 100 ($200. 00) Dollars per year for the expense of an annual physical examination by a physician selected by Employee.


2.1 I. Final Relocation Payment. On or before June 26, 1998, Corporation shall pay Employee a one (1) time lump sum payment of One Hundred Twenty Thousand ($120,000.00) Dollars, less appropriate federal, Pennsylvania and local withholding taxes, in c ...