sc13d080309.htm

0000892251-09-000126.txt : 20090803 0000892251-09-000126.hdr.sgml : 20090801 20090803170512 ACCESSION NUMBER: 0000892251-09-000126 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090803 DATE AS OF CHANGE: 20090803 GROUP MEMBERS: DAVID T. FEENEY GROUP MEMBERS: KEVIN A. KELLY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Miller Craig A CENTRAL INDEX KEY: 0001468830 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 2727 SCIOTO PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LSI INDUSTRIES INC CENTRAL INDEX KEY: 0000763532 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 310888951 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36715 FILM NUMBER: 09980846 BUSINESS ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 5135796411 MAIL ADDRESS: STREET 1: 10000 ALLIANCE RD STREET 2: P O BOX 42728 CITY: CINCINNATI STATE: OH ZIP: 45242 FORMER COMPANY: FORMER CONFORMED NAME: LSI LIGHTING SYSTEMS INC DATE OF NAME CHANGE: 19891121 SC 13D 1 sc13d080309.htm SCHEDULE 13D sc13d080309.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

LSI Industries Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

502 16C 10 8

(CUSIP Number)

Craig A. Miller

2727 Scioto Parkway

Columbus, OH 43221

(614) 345-9040

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 22, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 502 16C 10 8				2 of 11


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Craig A. Miller
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) ¨
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨


6.	Citizenship or Place of Organization

	United States

Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		1,048,882

		8. Shared Voting Power
		0

		9. Sole Dispositive Power
		466,157

		10. Shared Dispositive Power
		1,372,062


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,838,219
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨

13.	Percent of Class Represented by Amount in Row (11)

	7.15 %
14.	Type of Reporting Person (See Instructions)

	IN


CUSIP No. 502 16C 10 8				3 of 11


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Kevin A. Kelly
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) ¨
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨


6.	Citizenship or Place of Organization

	United States

Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		1,048,882

		8. Shared Voting Power
		1,372,062

		9. Sole Dispositive Power
		466,157

		10. Shared Dispositive Power
		1,372,062


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,838,219
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨

13.	Percent of Class Represented by Amount in Row (11)

	7.15%
14.	Type of Reporting Person (See Instructions)

	IN


CUSIP No. 502 16C 10 8				4 of 11


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	David T. Feeney
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) ¨
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		¨


6.	Citizenship or Place of Organization

	United States

Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		371,913

		8. Shared Voting Power
		0

		9. Sole Dispositive Power
		165,301

		10. Shared Dispositive Power
		1,372,062


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,537,363
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)		¨

13.	Percent of Class Represented by Amount in Row (11)

	7.13%
14.	Type of Reporting Person (See Instructions)

	IN

Item 1. Security and Issuer.

The class of equity securities to which this statement on Schedule 13D (this “Statement”) relates are the shares of common stock, no par value (the “Common Shares”), of LSI Industries Inc., an Ohio corporation (the “Company”). The principal executive offices of the Company are located at 10000 Alliance Road Cincinnati, Ohio 45242.

Item 2. Identity and Background.

This Statement is being filed by Craig A. Miller, an individual, Kevin A. Kelly, an individual, and David T. Feeney, an individual (Craig A. Miller, Kevin A. Kelly, and David T. Feeney together constitute the “Reporting Persons”). The joint filing agreement of the Reporting Persons is attached hereto as Exhibit 99.9 and is incorporated herein by reference.

Craig A. Miller, Kevin A. Kelly, and David T. Feeney are the sole shareholders and members of ADL Technology Inc. (“Technology”) and ADL Engineering Inc. (“Engineering”) which are located at 2727 Scioto Parkway, Columbus, Ohio 43221. Technology and Engineering, sold substantially all of their assets to the Company in the transactions described in more detail below.

Technology and Engineering are controlled by the Reporting Persons, by reason of their collectively owning one hundred percent (100%) of the issued and outstanding capital stock of Technology and Engineering.

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On July 22, 2009 (the “Closing Date”) the Company simultaneously entered into and consummated the transactions contemplated by a Purchase and Sale Agreement (the “Purchase Agreement”) with LSI Acquisition Inc., an Ohio corporation and wholly owned subsidiary of the Company (“Buyer”), Technology, Engineering, and the Reporting Persons.

Pursuant to the Purchase Agreement, the Buyer acquired substantially all of the assets of each of Engineering and Technology on the Closing Date and acquired certain real estate used in their business pursuant to a Real Estate Purchase Agreement (described below) entered into with Kelmilfeen Ltd. (“Kelmilfeen”)(Kelmilfeen collectively with Technology and Engineering, the “Acquired Companies”). The Acquired Companies are in the business of producing electronic assemblies and subassemblies per customer specifications. The

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purchase price for the acquisition of the non-real estate assets of Acquired Companies was 2,469,676 unregistered shares of LSI Common Stock (“Common Shares”), 1,372,062 of which were deposited pursuant to the Escrow Agreement described below, $447,896 in cash and the assumption of certain indebtedness. Under the Real Estate Purchase Agreement entered into on the Closing Date with Kelmilfeen, the Buyer acquired approximately five acres of land on which office and light industrial space is located in Columbus, Ohio (the “Property”). The Property serves as the principal place of operations of the business conducted by the Acquired Companies. The purchase price for the Property was $700,438 in cash plus the assumption of certain related indebtedness.

The foregoing descriptions of the Purchase Agreement and the Real Estate Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Real Estate Purchase Agreement, which are filed as Exhibit 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the 2,469,676 Common Shares for investment purposes only with the goal of realizing the maximum value of such Common Shares. Except as set forth in this Statement, none of the Reporting Persons has any plans or proposals which relate to or would result in:

(a)

the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b)

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c)

a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d)

any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of the Company;

(e)

any material change in the present capitalization or dividend policy of the Company;

(f)

any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, as amended;

(g)

changes in the Company‘s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)

causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

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(i)

a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Securities Act”); or

(j)

any action similar to any of those enumerated above.

Each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.

Item 5. Interests in the Securities of the Purchaser.

(a)

Craig Miller beneficially owns 1,838,219 Common Shares representing 7.15% of the issued and outstanding Common Shares. The calculations in this Statement are based upon 21,570,299 Common Shares issued and outstanding as of January 23, 2009 (based upon the disclosure made by the Company in its Form 10-Q for the quarter ended December 31, 2008). On July 22, 2009, the Company granted Craig Miller 10,000 options to purchase Common Shares in connection with his Employment Agreement. The exercise price of the options is $5.85 per share, reflecting the market value of Common Shares as of the date of the grant. The options of Craig Miller expire on July 22, 2019 and each are exercisable at a rate of 25% per year of the aggregate grant beginning on July 22, 2010. The foregoing calculation is made pursuant to Rule 13d-3 promulgated under the Securities Act.

Kevin Kelly beneficially owns 1,838,219 Common Shares representing 7.15% of the issued and outstanding Common Shares. The calculations in this Statement are based upon 21,570,299 Common Shares issued and outstanding as of January 23, 2009 (based upon the disclosure made by the Company in its Form 10-Q for the quarter ended December 31, 2008). On July 22, 2009, the Company granted Kevin Kelly 10,000 options to purchase Common Shares in connection with his Employment Agreement. The exercise price of the options is $5.85 per share, reflecting the market value of Common Shares as of the date of the grant. The options of Kevin Kelly expire on July 22, 2019 and each are exercisable at a rate of 25% per year of the aggregate grant beginning on July 22, 2010. The foregoing calculation is made pursuant to Rule 13d-3 promulgated under the Securities Act.

David Feeney beneficially owns 1,537,363 Common Shares representing 7.13% of the issued and outstanding Common Shares. The calculations in this Statement are based upon 21,570,299 Common Shares issued and outstanding as of January 23,, 2009 (based upon the disclosure made by the Company in its Form 10-Q for the quarter ended December 31, 2008). On July 22, 2009, the Company granted David Feeney 10,000 options to purchase Common Shares in connection with his Employment Agreement. The exercise price of the options is $5.85 per share, reflecting the market value of Common Shares as of the date of the grant. The options of David Feeney expire on July 22, 2019 and each are exercisable at a rate of 25% per year of the aggregate grant beginning on July 22, 2010. The foregoing calculation is made pursuant to Rule 13d-3 promulgated under the Securities Act.

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(b)

Craig Miller, Kevin Kelly, and David Feeney have the power to vote, direct the vote, dispose of or direct the disposition of their respective shares listed in 5(a) above and the shared power to vote, direct the vote, dispose of or direct the disposition of the Common Shares pursuant to the Escrow Agreement, dated as of July 22, 2009, by and among Acquisition, each of the reporting persons and U.S. Bank, N.A.(the “Escrow Agent”) (the “Escrow Agreement”), the 1,372,062 Common Shares deemed to be beneficially owned by the Reporting Persons are held in escrow by the Escrow Agent and 686,031 Common Shares may be released by the Escrow Agent to the Reporting Persons on December 31, 2010 and the remaining 686,031 will be released to the Reporting Persons following the termination of the escrow period in the Escrow Agreement provided that the Escrow Agent may release the Common Shares held in escrow to the Company to satisfy successful indemnity claims made by the Company pursuant to the Purchase Agreement.

(c)	Except for the receipt of Common Shares issued pursuant to the Purchase Agreement as described in Item 4 of this Statement, none of the Reporting Persons has effected any transactions in the Common Shares during the past 60 days.

(d)	Pursuant to the Escrow Agreement, the Reporting Persons have the right to receive the proceeds from the sale of the Common Shares held under the Escrow Agreement in the event that the Company successfully asserts an indemnity claim against the Reporting Persons under the Purchase Agreement.

(e)	Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Purchase Agreement, which provided for the issuance of the 2,469,676 Common Shares to the Reporting Persons is described in Item 3 of this Statement above.

The Escrow Agreement, which provides for the voting and disposition of the Common Shares issued to the Reporting Persons pursuant to the Purchase Agreement deemed beneficially owned by the Reporting Persons, is described in Item 5(b) of this Statement above.

Pursuant to the Registration Rights Agreement dated the Closing Date between the Issuer and the Reporting Persons, the Issuer granted certain piggyback registration rights to each of the Reporting Persons. Under certain circumstances, the registrant will be obligated to include certain of the Common Shares issued pursuant to the Purchase Agreement in a registration statement that the registrant may file with the Securities and Exchange Commission (“SEC”). The registrant is required to pay all registration expenses but is not required to pay any underwriting fees, discounts or commissions attributable to the sale of such Common Shares.

On July 22, 2009, the Company granted Craig Miller 10,000 options to purchase Common Shares pursuant to (i) the Employment Agreement (the “Miller Employment Agreement”), dated as of July 22, 2009, by and between LSI Industries Inc., LSI Acquisition, Inc. and Craig Miller and (ii) the Company’s 2003 Equity Compensation Plan, as amended from time to time (the “Equity Compensation Plan”). The exercise price of the options is $5.85 per share, reflecting the market value of Common Shares as of the date of the grant. Such options expire on July 22, 2019 and are exercisable at a rate of 25% per year of the aggregate grant beginning on July 22, 2010. Pursuant to the Miller Employment Agreement, Craig Miller will be eligible to participate in the Equity Compensation Plan, subject to the terms and conditions thereof, during his term of employment as set forth in the Miller Employment Agreement.

On July 22, 2009, the Company granted Kevin Kelly 10,000 options to purchase Common Shares pursuant to (i) the Employment Agreement (the “Kelly Employment Agreement”), dated as of July 22, 2009, by and between LSI Industries Inc., LSI Acquisition, Inc. and Kevin Kelly and (ii) the Company’s 2003 Equity Compensation Plan, as amended from time to time (the “Equity Compensation Plan”). The exercise price of the options is $5.85 per share, reflecting the market value of Common Shares as of the date of the grant. Such options expire on July 22, 2019 and are exercisable at a rate of 25% per year of the aggregate grant beginning on July 22, 2010. Pursuant to the Kelly Employment Agreement, Kevin Kelly will be eligible to participate in the Equity Compensation Plan, subject to the terms and conditions thereof, during his term of employment as set forth in the Kelly Employment Agreement

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On July 22, 2009, the Company granted David Feeney 10,000 options to purchase Common Shares pursuant to (i) the Employment Agreement (the “Feeney Employment Agreement”), dated as of July 22, 2009, by and between LSI Industries Inc., LSI Acquisition, Inc. and David Feeney and (ii) the Company’s 2003 Equity Compensation Plan, as amended from time to time (the “Equity Compensation Plan”). The exercise price of the options is $5.85 per share, reflecting the market value of Common Shares as of the date of the grant. Such options expire on July 22, 2019 and are exercisable at a rate of 25% per year of the aggregate grant beginning on July 22, 2010. Pursuant to the Feeney Employment Agreement, David Feeney will be eligible to participate in the Equity Compensation Plan, subject to the terms and conditions thereof, during his term of employment as set forth in the Feeney Employment Agreement

The foregoing descriptions of the Escrow Agreement, the Registration Rights Agreement, the Miller Employment Agreement, the Kelly Employment Agreement, the Feeney Employment Agreement and the Equity Compensation Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Escrow Agreement, the Registration Rights Agreement, the Equity Compensation Plan, the Miller Employment Agreement, the Kelly Employment Agreement, the Feeney Employment Agreement, which are filed as Exhibits 99.3, 99.4, 99.5 99.6, 99.7 and 99.8 hereto, respectively, and are incorporated herein by reference.

Except as set forth in this Statement, there are no contacts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person and any other person with respect to any of the securities of the Company, including but not limited to, transfer or voting or any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

99.1

Purchase and Sale Agreement, dated as of July 22, 2009, by and among the Issuer, LSI Acquisition Inc., ADL Technology Inc., ADL Engineering Inc. and each of the reporting persons (incorporated by reference as Exhibit 2.1 to LSI Industries Inc.’s Current Report on Form 8-K filed with the Commission on July 24, 2009).

99.2	Real Estate Purchase Agreement between Kelmilfeen Ltd. and LSI Acquisition Inc. dated July 22, 2009 (incorporated by reference as Exhibit 2.1 to LSI Industries Inc.’s Current Report on Form 8-K filed with the Commission on July 24, 2009).

99.3	Escrow Agreement, dated as of July 22, 2009, by and among Acquisition, each of the reporting persons and U.S. Bank, N.A. (the “Escrow Agreement”) (incorporated by reference as Exhibit 10.1 to LSI Industries Inc.’s Current Report on Form 8-K filed with the Commission on July 24, 2009).

99.4	Registration Rights Agreement, dated as of July 22, 2009, by and between LSI Industries Inc. and each of the reporting persons (incorporated by reference as Exhibit 10.2 to LSI Industries Inc.’s Current Report on Form 8-K filed with the Commission on July 24, 2009).

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99.5	LSI Industries Inc. 2003 Equity Compensation Plan, as amended (incorporated by reference as Exhibit 99 to LSI Industries Inc.’s Current Report on Form 8-K/A filed with the Commission on November 7, 2003).

99.6	Employment Agreement, dated as of July 22, 2009, by and between LSI Industries Inc., LSI Acquisition Inc., and Kevin Kelly.

99.7	Employment Agreement, dated as of July 22, 2009, by and between LSI Industries Inc., LSI Acquisition Inc., and Craig Miller.

99.8	Employment Agreement, dated as of July 22, 2009, by and between LSI Industries Inc., LSI Acquisition Inc., and David Feeney.

99.9	Joint Filing Agreement, dated as of August 3, 2009, by and among the Reporting Persons

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: August 3, 2009	By:	/s/Craig A. Miller
		Craig A. Miller

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: August 3, 2009	By:	/s/Kevin A. Kelly
		Kevin A. Kelly

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: August 3, 2009	By:	/s/David T. Feeney
		David T. Feeney

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EX-99.6 2 ex996080309.htm EXHIBIT 99.6 - EMPLOYMENT AGREEMENT/KELLY ex996080309.htm

Exhibit 99.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 22nd day of July, 2009 (the "Effective Date"), by and among LSI INDUSTRIES INC., an Ohio corporation ("LSI"), LSI ACQUISITION INC., an Ohio corporation and wholly-owned subsidiary of LSI ("Employer"), and KEVIN A. KELLY ("Employee").

WHEREAS, LSI, Employer, Employee and the other equity owners of ADL Technology Inc., ADL Engineering Inc. and Kelmilfeen Ltd. (collectively, the “Companies”) are parties to that certain Purchase and Sale Agreement dated as of even date herewith (the "Purchase Agreement") pursuant to which Employer acquired substantially all of the assets of the Companies;

WHEREAS, in connection with the Purchase Agreement, Employer desires to employ Employee on the terms and subject to the conditions set forth herein, and Employee is willing to accept such employment on such terms and conditions;

WHEREAS, LSI and the Employer are engaged in the business of designing, engineering, manufacturing and marketing a broad array of lighting and graphics products for commercial/industrial lighting applications and corporate visual image programs (the "Business");

WHEREAS, as a leader in the highly-competitive Business, LSI and Employer have developed and implemented, and by virtue of the purchase transaction Employer has acquired, confidential information, strategies and programs, which include customer lists, identities of customer contact persons, lists of prospective customers, expansion and acquisition plans, market research, sales systems, marketing programs, product development strategies, budgets, pricing strategy, identity and requirements of national accounts, methods of operating, other trade secrets and confidential information regarding customers and employees of LSI and Employer and their affiliates and subsidiaries and other information about the Business that is not known to the public and gives LSI and Employer and their affiliates and subsidiaries an opportunity to obtain an advantage over competitors who do not know such information (collectively, the "Confidential Information");

WHEREAS, Employee will have access to the Confidential Information, and by virtue of Employee’s employment with Company has become, and by virtue of Employee’s employment with Employer, will become personally familiar with LSI’s and Employer's and their affiliates’ and subsidiaries’ customers and prospects; and

WHEREAS, Employer acknowledges the importance of retaining the services of Employee, and Employee acknowledges and agrees that LSI and Employer have a reasonable, necessary and legitimate business interest in protecting the Confidential Information, ongoing business and goodwill, and both acknowledge that the terms and conditions set forth below are reasonable and necessary in order to protect these legitimate business interests.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Purchase Agreement, the parties hereto agree as follows:

1. POSITION AND RESPONSIBILITIES. On the terms and subject to the conditions set forth in this Agreement, Employer shall employ Employee to serve as President of LSI ADL Technology Inc.. Employee shall perform all reasonable duties customarily attendant to the position of President of LSI ADL Technology Inc. and such other executive duties as may reasonably be assigned from time-to-time by the Chief Executive Officer, President and/or Board of Directors of LSI and/or Board of Directors of Employer.

2. ACCEPTANCE. Employee hereby accepts such employment and agrees to use his reasonable best efforts to further Employer's business interests and to abide by Employer's reasonable policies, which may be changed by Employer from time-to-time; provided, however, in the event of any conflict between such policies and the provisions hereof, the provisions hereof shall be controlling. Employee also agrees to devote all of Employee’s business time, attention and energies (subject to vacation, holidays and periods of illness or disability) to the business interests of Employer; provided, Employee may make personal investments and engage in such outside non-competitive business activities or engage in other activities for any charitable, educational or other non-profit institution, if (and to the extent that) such investments and activities do not materially interfere with the performance of Employee’s duties hereunder.

3. TERM. Employee shall be employed for a three (3) year term commencing on the Effective Date hereof and continuing until July 22, 2012 unless earlier terminated pursuant to Section 5 hereof (the "Initial Term"). This Agreement shall automatically renew for additional one (1) year terms (subject to the termination provisions of Section 5) unless either party gives sixty (60) days prior written notice not to renew ("Renewal Terms" and together with the Initial Term, the "Term") before the end of the Initial Term or any Renewal Term, as applicable. Each twelve month period beginning on July 22 and ending on July 22, beginning with the twelve month period beginning July 22, 2009, is sometimes referred to herein as an "anniversary year."

4. COMPENSATION.

(a) Base Salary. During the Term of Employee’s employment with Employer, as compensation for Employee’s services hereunder, Employer agrees to pay Employee, and Employee agrees to accept from Employer, an annual base salary ("Base Salary") at a rate of One Hundred Twenty One Thousand Dollars ($121,000.00). The Base Salary may be increased if, and to the extent, mutually agreed upon between Employer and Employee. So long as Employee is working at least forty (40) hours per week (subject to vacation, holidays and periods of illness or disability), Employee’s Base Salary shall not be decreased at any time below the amounts required to be paid pursuant to the preceding provisions. Without Employee’s consent, the number of hours per week or requirement for working shall not be less than that permitting Employee to be eligible for coverage in Employer’s group health plan. The Base Salary shall be payable in equal installments in accordance with Employer’s normal payroll practices, but in no event less frequently than monthly.

(b) Bonus. In addition to the Base Salary, Employee shall be eligible to receive an annual incentive bonus in respect of each fiscal year during the Term hereof and based upon the LSI Industries Inc. Incentive Compensation Plan (the "Plan"), at the "Executive" level. This Plan, which may be amended from time to time, applies to all similarly situated LSI executives and is based upon achievement of planned operating income of LSI’s consolidated results for the fiscal year.

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(c) Fringe Benefits. As additional compensation for Employee’s services hereunder, Employee shall be entitled to participate in the benefits, including group health coverage (and COBRA continuation rights and similar rights to continue such coverage after termination of employment), that are afforded generally to employees of Employer; provided, however, that nothing contained in this Agreement shall require Employer to establish, maintain or continue any of the fringe benefits already in existence or hereafter adopted for employees of Employer, nor restrict the right of Employer to amend, modify or terminate such fringe benefit plans and programs in a manner which does not discriminate against Employee as compared to other employees of Employer. For purposes of all of the foregoing plans and programs, Employee shall receive credit for eligibility and vesting purposes for his prior employment with Company.

(d) Other Benefits. During the Term of Employee’s employment with Employer, Employee shall be entitled to participate in LSI’s current and future stock option plans and LSI’s Non-Qualified Deferred Compensation Plan on the same basis as other employees of LSI or its similarly situated subsidiaries. On the date of execution of this Agreement, Employee shall receive a one time grant of options to purchase 10,000 shares of LSI’s Common Stock at a purchase price equal to the fair market value of the stock on the date of grant. Such options will be granted pursuant to the 2003 LSI Industries Inc. Equity Compensation Plan, as amended and restated through January 25, 2006, as such shall be amended from time to time (the “Option Plan”). During the Term, the Employee shall be eligible to participate in the Option Plan, subject to the terms and conditions of the Option Plan.

(e) Expense Reimbursement. During the Term of Employee’s employment with Employer, Employee shall be entitled to prompt reimbursement by Employer for all reasonable out-of-pocket expenses incurred by Employee in accordance with such policies and procedures as established by Employer from time to time, in performing services under this Agreement, upon submission of such accounts and records as may be reasonably required under Employer policy.

(f) Vacation. During the Term of Employee’s employment with Employer, Employee shall be entitled to five (5) weeks of paid vacation per anniversary year, to be taken in accordance with Employer’s vacation policy, as amended from time to time, which policy is reasonably approved by LSI. Employee’s vacation for each anniversary year shall accrue on the first day of each anniversary year and may be taken at any time during such anniversary year subject to the prior approval of Employer which shall not be unreasonably withheld.

(g) Automobile Allowance. During the Term of Employee’s employment with Employer, Employer shall pay Employee an annual automobile allowance of Ten Thousand Eight Hundred Dollars ($10,800.00), payable in equal installments in a manner consistent with the Employer’s normal payroll practices. Such automobile allowance is fully taxable income to Employee.

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5. TERMINATION OF EMPLOYMENT.

(a) Notwithstanding the provisions of Section 3 hereof, Employer may terminate Employee’s employment for "Cause," which for purposes of this Agreement shall mean:

(i) Employee’s conviction of or plea of guilty or nolo contendre to any crime involving monies or other property or any felony or any material crime of moral turpitude;

(ii) Any act found by a court of competent jurisdiction or, after giving to Employee adequate notice and an opportunity to be heard, Employer’s Board Directors, to constitute fraud, embezzlement, or theft or dishonesty in the performance of Employee’s duties hereunder;

(iii) Any act found by a court of competent jurisdiction or, after giving to Employee adequate notice and an opportunity to be heard, Employer’s Board Directors, to constitute Employee’s intentional or grossly negligent refusal or failure to perform Employee’s duties or carry out directions of LSI’s Chief Executive Officer, or Employer’s President or Board of Directors (except for those actions that would be reasonably likely to cause Employee to lose his professional license) which is not cured within ten (10) days of receipt of written notice of such refusal or failure;

(iv) Any act found by a court of competent jurisdiction or, after giving to Employee adequate notice and an opportunity to be heard, Employer’s Board Directors, to constitute Employee’s breach of any of Employee’s fiduciary duties to Employer or making of a willful misrepresentation or omission, which breach or misrepresentation or omission might reasonably by expected to have a material adverse effect on Employer's or its affiliates’ or subsidiaries’ Business which breach is not cured within ten (10) days of receipt of written notice of such breach;

(v) Any act found by a court of competent jurisdiction or, after giving to Employee adequate notice and an opportunity to be heard, Employer’s Board Directors, to constitute Employee’s material breach of any provision of this Agreement which breach is not cured within ten (10) days of receipt of written notice of such breach; or

(vi) Employee’s death or, as defined below, Permanent and Total Disability.

Notwithstanding anything to the contrary contained in this Agreement, Employee shall not have the right to cure any event constituting Cause hereunder if Employee exercised any of the cure rights granted hereunder at any time during the six (6) month period immediately preceding the event constituting Cause. Any termination for "Cause" will not be in limitation of any other right or remedy Employer may have under this Agreement or otherwise.

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(b) Also notwithstanding the provisions of Section 3 hereof, Employee may terminate his employment with Employer for "Good Reason," which for purposes of this Agreement shall mean any of the following events:

(i) A significant and material adverse change in the nature or scope of Employee’s duties and responsibilities with Employer without a reasonable good faith upward adjustment to Employee’s Base Salary or a significant and material adverse change in Employee’s working conditions, a failure by the Employer to make timely payment to the Employee of any Base Salary or incentive compensation to which he is entitled hereunder or to otherwise provide Employee with any of the benefits to which he is entitled hereunder on the terms provided herein or any other breach of the covenants contained in this Agreement, any of which is not remedied within ten (10) calendar days after receipt by the Employer of written notice from the Employee of Employee’s objection to such change, failure, reduction or breach, as the case may be; provided, however, Employer shall not have the right to cure any event constituting Good Reason under this Section 5(b)(i) if Employer exercised its cure rights granted hereunder at any time during the twelve (12) month period immediately preceding the event constituting Good Reason;

(ii) Employee’s relocation to an area more than fifty (50) miles from the place where Employee’s offices are situated on the date hereof, without Employee’s prior written consent (which consent may be withheld for any reason);

(iii) The liquidation, dissolution, merger, consolidation or reorganization of Employer or transfer of all or substantially all of the business and/or assets of the Employer or the transfer of all or substantially all of the capital stock of the Employer to another party, unless the successor or successors (by liquidation, dissolution, merger, consolidation, reorganization or otherwise) or other transferee or transferees to which all or substantially all of such business and/or assets or capital stock have been transferred and/or issued (directly or by operation of law): (A) is or are LSI and/or affiliates thereof and LSI or such affiliate assumes all of Employer’s duties and obligations hereunder; or (B) assumes all duties and obligations of the Employer to Employee hereunder by an instrument in writing reasonably satisfactory in form and in substance to the Employee; or

(c) Also notwithstanding the provisions of Section 3 hereof, Employee may terminate his employment with Employer if Employee becomes Permanently and Totally Disabled. For purposes of this Agreement, Employee shall be deemed to be "Permanently and Totally Disabled" if, due to illness or other physical or mental disability, Employee has been unable to substantially perform Employee’s duties under the Agreement for a period of ninety (90) or more consecutive days or for one hundred eighty (180) days in the aggregate during any consecutive twelve (12) month period and such status is likely to continue for an indefinite period subsequent to the expiration of the applicable measuring period specified above, as reasonably determined subsequent to the expiration of such applicable measuring period (x) by one or more physicians selected jointly by Employer and Employee, or (y) by one or more physicians selected jointly by physicians selected by Employee and Employer; provided, however, if Employee refuses or is unable to select a physician, Employer shall make a reasonable good faith selection of a physician to represent Employee.

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(d) The Employer may terminate Employee’s employment at any time during the Term hereof for reasons other than Cause. The Employee may terminate his employment at any time during the Term hereof for reasons other than Good Reason or Employee’s Permanent and Total Disability upon thirty (30) days’ prior written notice to Employer; provided, however, Employer may waive the thirty (30) days’ notice and make the termination effective immediately. Upon termination of Employee’s employment hereunder pursuant to the terms of this Section 5(d), the Employer and Employee shall be subject to the consequences contained in Section 6 hereof.

6. COMPENSATION UPON TERMINATION.

(a) If the Employer shall terminate Employee’s employment hereunder during the Term hereof for any reason other than for Cause or other than on account of Employee’s death or if Employee shall terminate Employee’s Employment hereunder during the Term hereof for Good Reason, then the Employer shall continue to (i) pay Employee the remainder of the Base Salary he otherwise would have been entitled to receive for the Initial Term, if such termination occurs during the Initial Term, or for the remainder of the anniversary year of the Renewal Term in which such termination occurs, if such termination occurs during a Renewal Term, at the times the same otherwise would have been payable in accordance with Employer’s normal payroll practices; (ii) provide Employee with all employee benefits to which he is entitled through the date of termination under Sections 4(c) and 4(d) hereof; and (iii) reimburse Employee in accordance with the provisions of this Agreement for any business expenses reasonably incurred by Employee through the date of termination that have not yet been paid.

(b) If the employment of the Employee with Employer is terminated during the Term hereof by Employee for any reason other than for Good Reason, or is terminated during the Term hereof by the Employer for Cause or on account of the Employee’s death, then Employee shall be entitled only to receive: (i) all accrued and unpaid Base Salary owed to Employee as of the date of termination and all accrued and unused vacation earned by Employee as of the date of termination, payable in each case promptly after such termination; (ii) all employee benefits to which he is entitled through the date of termination under Sections 4(c) and 4(d) hereof; and (iii) reimbursement in accordance with the provisions of this Agreement of any business expenses reasonably incurred by Employee through the date of termination that have not yet been paid.

In the event that Employee’s employment is terminated by Employer for Cause pursuant to Section 5(a), any amount due to Employee under this Section 6(b) shall be offset to the extent of any losses resulting, directly or indirectly, to Employer from Employee’s conduct resulting in the for Cause termination.

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Employee of such violation and such violation precedes an Employer violation described in the last sentence of this paragraph. Except as set forth in the last sentence of this paragraph, Employer’s termination of any continuing payments described in Section 6 shall not release Employee from any of his obligations or covenants set forth in Section 7 hereof. If Employer violates in any material respect any of the covenants set forth in Section 6 and such violation is not cured within ten (10) days after written notice to Employer of such violation and such violation precedes an Employee violation described in the first sentence of this paragraph, Employee shall be released from his obligations under Section 7(a)(1) hereof.

(e) The provisions of this Section 6 shall survive the termination of Employee’s employment.

(f) Any amounts due under this Section 6 are in the nature of severance payments or liquidated damages or both, and shall fully compensate Employee and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of Employee’s employment, and they are not in the nature of a penalty.

7. EMPLOYEE’S ACKNOWLEDGMENTS AND COVENANTS.

(a) Employee agrees that during the Term of Employee’s employment with Employer or any subsidiary or affiliate of Employer and for a period that is the longer of (x) seven (7) years from the Effective Date of this Agreement or (y) two (2) years after the termination of Employee’s employment with Employer or any subsidiary or affiliate of Employer for any reason, whether voluntary or involuntary, and, as to subsection (iv) below, at any time after the Term of Employee’s employment with Employer or any subsidiary or affiliate of Employer, Employee will not, directly or indirectly, do or suffer any of the following:

(i) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other person or business entity that is engaged in any manner in, or that otherwise competes in the business of designing, engineering, manufacturing and marketing a broad array of lighting and graphics products for commercial or industrial lighting applications and corporate visual image programs or producing electronic assemblies and subassemblies per customer specifications, in (A) any state in the United States or (B) any foreign country in which LSI or Employer or their affiliates or subsidiaries is then doing business; provided, however, that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed a violation of this covenant.

(ii) Solicit any person who is an employee, officer, agent, customer or supplier of Employer or any of Employer’s affiliates or subsidiaries to terminate said relationship.

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(iii) Solicit or direct business of any current or prospective customers of Employer or any of Employer’s affiliates or subsidiaries, who are current or prospective customers during the Term of Employee’s employment, either for himself or for any other corporation, limited liability company, partnership, proprietorship, firm, association or other business entity in competition with Employer or any of its affiliates or subsidiaries or advise any person or entity with respect thereto. As used herein, "customer" means any customer of the Business of LSI, Employer or any of LSI’s affiliates or subsidiaries whose identity Employee learned through his employment with Employer (or by virtue of Employee’s employment with Company) or with whom Employee and/or Employer or any of Employer’s affiliates or subsidiaries had business contact during the twelve (12) month period immediately before Employee’s employment with Employer ended.

(iv) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner in competition with, or contrary to the interests of, Employer or any of Employer’s affiliates or subsidiaries, any Confidential Information. Employee acknowledges and agrees that all Confidential Information is, and shall remain, the property of Employer or Employer’s affiliates or subsidiaries. Upon termination of Employee’s employment with Employer, Employee shall promptly return to Employer all books, manuals, reports, client and customer lists, keys and other Confidential Information and any other materials that belong to Employer or Employer’s affiliates or subsidiaries. The preceding restrictions with respect to Confidential Information shall not apply to information and materials (A) obtained by Employee prior to his employment by Company or Employer or its affiliates; (B) that is or has become publicly available other than as a consequence of acts of Employee or later becomes available through no fault of Employee; or (C) that is required to be disclosed pursuant to applicable law.

(b) All business ideas, concepts, inventions, improvements and developments made or conceived by Employee, either solely or in collaboration with others, during the Term of Employee’s employment and relating to the Business of Employer or any affiliate or subsidiary of Employer or to any business or product Employer, or any affiliate or subsidiary of Employer, is considering entering or developing, shall become and remain the exclusive property of Employer or its affiliates or subsidiaries, their respective successors and assigns. Employee will promptly disclose in writing to Employer all such ideas, concepts, inventions, improvements and developments, and will cooperate fully in confirming, protecting and obtaining legal protection of Employer’s or its affiliate’s or subsidiary’s ownership rights.

(c) Employee expressly agrees and understands that the remedy at law for any breach by him of this Section 7 will be inadequate and that the damages flowing from such breach are not readily susceptible of being measured in monetary terms. Accordingly, it is acknowledged that upon a breach by Employee of any of the provisions of this Section 7, Employer shall be entitled to seek immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 7 shall be deemed to limit LSI’s or Employer’s remedies at law or in equity for any breach by Employee of any of the provisions of this Section 7 that may be pursued or availed of by LSI or Employer.

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(d) In the event that Employee shall violate any legally enforceable provision of this Section 7 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain activities, as set forth in such provision, then such violation shall toll the running of that time period from the date of its commencement until the date of its cessation.

(e) Employee has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon LSI and Employer under this Section 7, and hereby acknowledges and agrees that the same (i) are a material inducement to LSI and Employer entering into the Purchase Agreement, and (ii) are reasonable in time and territory, are designed to eliminate competition that would otherwise be unfair to LSI and Employer, do not stifle the inherent skill and experience of Employee, would not operate as a bar to Employee’s sole means of support, are fully required to protect the legitimate interests of LSI and Employer and do not confer a benefit upon Employer disproportionate to the detriment to Employee.

8. SUCCESSORS. This Agreement is made for the benefit of Employee, LSI and Employer and all successors in interest to LSI’s and/or Employer's business, and it will inure to the benefit of and be binding upon Employee and Employer, and all successors in interest to Employer's interest, without the necessity of express assignment or further consent of the parties to this Agreement; except as otherwise provided in Section 5(b) hereof or the succeeding provision. In the event of the liquidation, dissolution, merger, consolidation or reorganization of Employer or transfer of all or substantially all of the business and/or assets of the Employer or the transfer of all or substantially all of the capital stock of the Employer to another party, unless the successor or successors (by liquidation, dissolution, merger, consolidation, reorganization or otherwise) or other transferee or transferees to which all or substantially all of such business and/or assets or capital stock have been transferred (directly or by operation of law) (a) agree to assume all of the terms and provisions of this Agreement in compliance with Section 5(b)(iii)(B) or (b) are LSI and/or affiliates thereof and LSI or such affiliate assumes all of Employer’s obligations and duties hereunder, Employee shall be released from his obligations under Section 7(a)(i) hereof and the other provision hereof other than Sections 5, 6, 7(a)(ii), 7(a)(iii), 7(a)(iv), 7(b), 7(c), 7(d) and 7(e).

9. APPLICABLE LAW. This Agreement will be interpreted, governed and enforced according to the laws of the State of Ohio, without regard to its conflict of laws provisions.

10. SEVERABILITY. If any portion of this Agreement is held to be invalid or unenforceable in any respect, Employee and Employer agree that such invalid or unenforceable part will be modified to permit the Agreement to be enforced to the maximum extent permitted by the court, with the remaining portions unaffected by the invalidity or unenforceability of any part of this Agreement.

11. COMPLETE AGREEMENT. This Agreement contains the entire agreement among LSI, Employer and Employee with respect to the subject matter hereof, and the parties can amend or modify this Agreement only by a subsequently-prepared written agreement signed by all parties.

12. NO WAIVER OF RIGHTS. Neither any failure nor any delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof on the part of such party, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege by such party.

13. ASSIGNMENT. Employee may not assign any rights (other than the right to receive income hereunder) under this Agreement without the prior written consent of Employer. Employer may not assign any rights under this Agreement without the prior consent of Employee. Notwithstanding the foregoing, if Employer, or any entity resulting from any merger or consolidation with or into Employer, is merged with or consolidated into or with any other entity or entities, or if substantially all of the assets of any of the aforementioned entities is sold or otherwise transferred to another entity, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the continuing entity in, or the entity resulting from, such merger or consolidation, or the entity to which such assets are sold or transferred subject to the other provisions and limitations herein contained.

14. GUARANTEE. Without limiting the foregoing provision, LSI hereby guarantees the full and timely payment and other performance by Employer of all of Employer’s obligations hereunder.

[Remainder of page intentionally left blank. Signature page to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be duly executed as of the day and year first above written.

	LSI:

	LSI INDUSTRIES INC.

	By:	/s/Ronald S. Stowell
		Name: Ronald S. Stowell
		Title: Vice President, Chief Financial Officer and Treasurer

	EMPLOYER:

	LSI ACQUISITION INC.

	By:	/s/Ronald S. Stowell
		Name: Ronald S. Stowell
		Title: Treasurer and Secretary

	EMPLOYEE:



	/s/Kevin A. Kelly
	KEVIN A. KELLY

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EX-99.7 3 ex997080309.htm EXHIBIT 99.7 - EMPLOYMENT AGREEMENT/MILLER ex997080309.htm

Exhibit 99.7

EMPLOYMENT AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Purchase Agreement, the parties hereto agree as follows:

1. POSITION AND RESPONSIBILITIES. On the terms and subject to the conditions set forth in this Agreement, Employer shall employ Employee to serve as Vice President and Director of Manufacturing of Employer. Employee shall perform all reasonable duties customarily attendant to the position of Vice President and Director of Manufacturing of Employer and such other executive duties as may reasonably be assigned from time-to-time by the Chief Executive Officer, President and/or Board of Directors of LSI and/or Board of Directors of Employer.

4. COMPENSATION.

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(f) Vacation. During the Term of Employee’s employment with Employer, Employee shall be entitled to four (4) weeks of paid vacation per anniversary year, to be taken in accordance with Employer’s vacation policy, as amended from time to time, which policy is reasonably approved by LSI. Employee’s vacation for each anniversary year shall accrue on the first day of each anniversary year and may be taken at any time during such anniversary year subject to the prior approval of Employer which shall not be unreasonably withheld.

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5. TERMINATION OF EMPLOYMENT.

(a) Notwithstanding the provisions of Section 3 hereof, Employer may terminate Employee’s employment for "Cause," which for purposes of this Agreement shall mean:

(i) Employee’s conviction of or plea of guilty or nolo contendre to any crime involving monies or other property or any felony or any material crime of moral turpitude;

(vi) Employee’s death or, as defined below, Permanent and Total Disability.

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6. COMPENSATION UPON TERMINATION.

(c) Employer reserves the right to terminate all continuing payments described in this Section 6 if Employee violates in any material respect any of the covenants set forth in Section 7 and such violation is not cured within ten (10) days after written notice to Employee of such violation and such violation precedes an Employer violation described in the last sentence of this paragraph. Except as set forth in the last sentence of this paragraph, Employer’s termination of any continuing payments described in Section 6 shall not release Employee from any of his obligations or covenants set forth in Section 7 hereof. If Employer violates in any material respect any of the covenants set forth in Section 6 and such violation is not cured within ten (10) days after written notice to Employer of such violation and such violation precedes an Employee violation described in the first sentence of this paragraph, Employee shall be released from his obligations under Section 7(a)(i) hereof.

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(d) The provisions of this Section 6 shall survive the termination of Employee’s employment.

(e) Any amounts due under this Section 6 are in the nature of severance payments or liquidated damages or both, and shall fully compensate Employee and his dependents or beneficiaries, as the case may be, for any and all direct damages and consequential damages that any of them may suffer as a result of termination of Employee’s employment, and they are not in the nature of a penalty.

7. EMPLOYEE’S ACKNOWLEDGMENTS AND COVENANTS.

(ii) Solicit any person who is an employee, officer, agent, customer or supplier of Employer or any of Employer’s affiliates or subsidiaries to terminate said relationship.

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respect thereto. As used herein, "customer" means any customer of the Business of LSI, Employer or any of LSI’s affiliates or subsidiaries whose identity Employee learned through his employment with Employer (or by virtue of Employee’s employment with Company) or with whom Employee and/or Employer or any of Employer’s affiliates or subsidiaries had business contact during the twelve (12) month period immediately before Employee’s employment with Employer ended.

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9. APPLICABLE LAW. This Agreement will be interpreted, governed and enforced according to the laws of the State of Ohio, without regard to its conflict of laws provisions.

13. ASSIGNMENT. Employee may not assign any rights (other than the right to receive income hereunder) under this Agreement without the prior written consent of Employer.

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Employer may not assign any rights under this Agreement without the prior consent of Employee. Notwithstanding the foregoing, if Employer, or any entity resulting from any merger or consolidation with or into Employer, is merged with or consolidated into or with any other entity or entities, or if substantially all of the assets of any of the aforementioned entities is sold or otherwise transferred to another entity, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the continuing entity in, or the entity resulting from, such merger or consolidation, or the entity to which such assets are sold or transferred subject to the other provisions and limitations herein contained.

14. GUARANTEE. Without limiting the foregoing provision, LSI hereby guarantees the full and timely payment and other performance by Employer of all of Employer’s obligations hereunder.

[Remainder of page intentionally left blank. Signature page to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be duly executed as of the day and year first above written.

	LSI:

	LSI INDUSTRIES INC.

	By:	/s/Ronald S. Stowell
		Name: Ronald S. Stowell
		Title: Vice President, Chief Financial Officer and Treasurer

	EMPLOYER:

	LSI ACQUISITION INC.

	By:	/s/Ronald S. Stowell
		Name: Ronald S. Stowell
		Title: Treasurer and Secretary

	EMPLOYEE:



	/s/Craig A. Miller
	Craig A. Miller

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EX-99.8 4 ex998080309.htm EXHIBI9T 99.8 - EMPLOYMENT AGREEMENT/FEENEY ex998080309.htm

Exhibit 99.8

EMPLOYMENT AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Purchase Agreement, the parties hereto agree as follows:

1. POSITION AND RESPONSIBILITIES. On the terms and subject to the conditions set forth in this Agreement, Employer shall employ Employee to serve as Manager – Sales Materials of Employer. Employee shall perform all reasonable duties customarily attendant to the position of Manager – Sales Materials and such other executive duties as may reasonably be assigned from time-to-time by the Chief Executive Officer, President and/or Board of Directors of LSI and/or Board of Directors of Employer.

4. COMPENSATION.

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5. TERMINATION OF EMPLOYMENT.

(a) Notwithstanding the provisions of Section 3 hereof, Employer may terminate Employee’s employment for "Cause," which for purposes of this Agreement shall mean:

(i) Employee’s conviction of or plea of guilty or nolo contendre to any crime involving monies or other property or any felony or any material crime of moral turpitude;

(vi) Employee’s death or, as defined below, Permanent and Total Disability.

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6. COMPENSATION UPON TERMINATION.

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(d) The provisions of this Section 6 shall survive the termination of Employee’s employment.

7. EMPLOYEE’S ACKNOWLEDGMENTS AND COVENANTS.

(ii) Solicit any person who is an employee, officer, agent, customer or supplier of Employer or any of Employer’s affiliates or subsidiaries to terminate said relationship.

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9. APPLICABLE LAW. This Agreement will be interpreted, governed and enforced according to the laws of the State of Ohio, without regard to its conflict of laws provisions.

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14. GUARANTEE. Without limiting the foregoing provision, LSI hereby guarantees the full and timely payment and other performance by Employer of all of Employer’s obligations hereunder.

[Remainder of page intentionally left blank. Signature page to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be duly executed as of the day and year first above written.

	LSI:

	LSI INDUSTRIES INC.

	By:	/s/Ronald S. Stowell
		Name: Ronald S. Stowell
		Title: Vice President, Chief Financial Officer and Treasurer

	EMPLOYER:

	LSI ACQUISITION INC.

	By:	/s/Ronald S. Stowell
		Name: Ronald S. Stowell
		Title: Treasurer and Secretary

	EMPLOYEE:



	/s/David T. Feeney
	David T. Feeney

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EX-99.9 5 ex999080309.htm EXHIBIT 99.9 JOINT FILING AGREEMENT ex999080309.htm

Exhibit 99.9

JOINT FILING AGREEMENT

This confirms the agreement by and between the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date with respect to the beneficial ownership by the undersigned of the shares of common stock, no par value, of LSI Industries Inc., an Ohio corporation, is being filed on behalf of each of the undersigned.

Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each person on whose behalf the Statement is filed is responsible for the timely filing of such Statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in one or more counterparts by each of the undersigned, each of which, taken together, shall constitute one and the same instrument.

Date: August 3, 2009

		CRAIG A. MILLER
		/s/ Craig A. Miller

		KEVIN A. KELLY
		/s/ Kevin A. Kelly

		DAVID T. FEENEY
		/s/ David T. Feeney