8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2007

AEROSONIC CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-11750	74-1668471
State or other jurisdiction of incorporation or organization	(Commission File Number)	(I.R.S. Employer Identification No.)

1212 North Hercules Avenue
Clearwater, Florida 33765
(Address of principal executive offices and Zip Code)

(727) 461-3000
(Registrant’s telephone number, including Area Code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.     Entry into a Material Definitive Agreement.

        The board of directors of Aerosonic Corporation (the “Registrant”) appointed Mr. Charles L. Pope as the Chief Financial Officer of the Registrant, which appointment was memorialized by the execution of an employment agreement, effective as of September 24, 2007 (the “Employment Agreement”), by and between the Registrant and Mr. Pope. The material items of the Employment Agreement are summarized below, and the full text of the Employment Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. A copy of the Registrant’s press release announcing Mr. Pope’s appointment is attached to this Current Report as Exhibit 99.1 and incorporated herein by reference.

Employment Agreement

        The term of the Employment Agreement commenced on September 24, 2007, and Mr. Pope’s employment is “at will”. The Employment Agreement is terminable by: (i) Mr. Pope on 30 days’ prior written notice, or immediately upon mutual agreement, and (ii) the Registrant at any time, with or without “cause” (as such is defined in the Employment Agreement), immediately upon written notice to Mr. Pope. In the event that the Registrant elects to terminate Mr. Pope without cause prior to September 23, 2008, then Mr. Pope will be entitled to receive severance payments equal to three months salary. In the event that the Registrant elects to terminate Mr. Pope without cause after September 23, 2008, then Mr. Pope will be entitled to receive severance payments equal to six months salary. In the event Mr. Pope’s employment under the Employment Agreement is terminated for cause, Mr. Pope thereafter has no right to receive any compensation or other benefits under the Employment Agreement.

        The Employment Agreement provides that Mr. Pope shall receive an annual base salary of $175,000. Any cash bonus to be paid to Mr. Pope and any participation in the Registrant’s stock incentive plan shall be determined by the Board of Directors of the Registrant in its sole discretion. Mr. Pope shall be entitled to participate in or become a participant in any fringe benefits and employee benefit plans maintained by the Registrant for which he is or will become eligible on such terms as the Board of Directors may, in its discretion, establish, modify or otherwise change, consistent with the terms of any such employee benefit plan. The Company shall reimburse Employee for reasonable and customary business expenses incurred in the conduct of the Company’s business.

Item 5.02.     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

        On September 24, 2007, the Registrant announced the appointment of Mr. Pope, age 55, as its Chief Financial Officer, which appointment was memorialized by the execution of the Employment Agreement. The information provided under Item 1.01 above under the section captioned “Employment Agreement” provides a summary of the material terms of the Employment Agreement and is incorporated into this Item by this reference.

         Mr. Pope joined the Registrant on September 24, 2007. From February 2005 through April 2007, Mr. Pope served as Chief Financial Officer for Reptron Manufacturing, a manufacturer of electronics services and engineering services. From April 2002 until February 2005, Mr. Pope served as Chief Financial Officer for SRI/Surgical, a provider to hospitals of reusable and disposable products used in surgical procedures. From February 2001 through March 2002, Mr. Pope served as Chief Financial Officer for UTEK Corporation, a business development company that acquires and funds the development of new university technologies. From 1979 through 1999, Mr. Pope was with PricewaterhouseCoopers LLP and left as a partner.  Mr. Pope holds a B.S. in economics and accounting from Auburn University, and he is a Certified Public Accountant in Florida.

         Mr. Pope does not hold any directorships with reporting companies in the United States. There are no family relationships between Mr. Pope and the directors, executive officers, or persons nominated or chosen by the Registrant to become directors or executive officers. During the last two years, there have been no transactions, or proposed transactions, to which the Registrant was or is to be a party, in which Mr. Pope (or any member of his immediate family) had or is to have a direct or indirect material interest.

Item 9.01. Financial Statements and Exhibits 

(d) Exhibits  

10.1 Employment Agreement, dated September 24, 2007, between the Registrant and Charles L. Pope.

99.1 Press Release of Aerosonic Corporation, dated September 24, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AEROSONIC CORPORATION
Dated: September 28, 2007	By: /s/ David A. Baldini
	David A. Baldini
	Chairman of the Board
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number Description

10.1 Employment Agreement, dated September 24, 2007, between the Registrant and Charles L. Pope.

Exhibit 99.1 Press Release, dated September 24, 2007.

EX-10

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of September, 2007 by and between Aerosonic Corporation, hereinafter called “the Company,” and Charles L. Pope, hereinafter called “Employee,” and provides as follows:

RECITALS

WHEREAS, the Company desires to hire Employee as Executive Vice President and Chief Financial Officer and Employee desires to serve in such capacity, subject to the terms provided herein; and

WHEREAS, the parties have mutually agreed upon the terms and conditions of Employee’s employment by the Company as hereinafter set forth.

TERMS OF AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and undertakings of the parties as hereinafter set forth, the parties covenant and agree as follows:

Section 1.      Employment .      Employee shall be employed as the Executive Vice President and Chief Financial Officer of the Company. He shall perform such services for the Company as may be assigned to Employee from time to time upon the terms and conditions hereinafter set forth. The Employee shall report to the Chief Executive Officer of the Company.

Section 2.      Term . This Agreement shall commence on September 24, 2007, (the “Effective Date”), and Executive's employment shall be "at will" and may be terminated by Executive or the Company in accordance with Section 9 of the Agreement.

Section 3.      Exclusive Service. Employee shall devote his best efforts and full time to rendering services on behalf of the Company in furtherance of its best interests. Employee shall comply with all policies, standards and regulations of the Company now or hereafter promulgated, and shall perform his duties under this Agreement to the best of his abilities and in accordance with standards of conduct applicable to a chief financial officer of a publicly traded company.

Section 4.     Salary . (a) As compensation while employed hereunder, Employee, during his faithful performance of this Agreement, in whatever capacity rendered, shall receive an annual base salary of $175,000.00, payable on such terms and in a series of substantially equal installments according to the Company’s normal payroll practices. The Board of Directors, in its discretion, may adjust Employee’s base salary during the term of this Agreement.

(b)     The Company shall withhold state and federal income taxes, social security taxes and such other payroll deductions as may from time to time be required by law or agreed upon in writing by Employee and the Company. The Company shall also withhold and remit to the proper party any amounts agreed to in writing by the Company and Employee for participation in any corporate sponsored benefit plans for which a contribution is required.

(c)     Except as otherwise expressly set forth hereunder, no compensation shall be paid pursuant to this Agreement in respect of any month or portion thereof subsequent to any termination of Employee’s employment with the Company.

Section 5.      Corporate Benefit Plans. Employee shall be entitled to participate in or become a participant in any fringe benefits and employee benefit plans maintained by the Company for which he is or will become eligible on such terms as the Board of Directors may, in its discretion, establish, modify or otherwise change, consistent with the terms of any such employee benefit plan.

Section 6.      Stock Incentive Plan.     Employee will be entitled to participate in the Company’s Stock Incentive Plan, as the Board of Directors, in its discretion, may decide and to the extent permitted under the terms of the plan.

Section 7.      Bonuses . Employee may receive bonuses as the Board of Directors, in its discretion, may decide to pay to Employee. Employee will be eligible to earn a performance bonus of up to 25% of his annual base salary based on his achieving certain performance goals and the performance of the Company.

Section 8.      Expense Account. The Company shall reimburse Employee for reasonable and customary business expenses incurred in the conduct of the Company’s business. Such expenses will include business meals, out-of-town lodging and travel expenses, and membership dues and costs to attend meetings and conventions of business-appropriate organizations and associations. Employee agrees to timely submit records and receipts of reimbursable items and agrees that the Company can adopt reasonable rules and policies regarding such reimbursement. Each approved reimbursement shall be made no event later than December 31 of the year following the year in which the expense was incurred.

Section 9.      Termination . (a) Notwithstanding the cessation of Employee’s employment, the parties shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to such termination. In addition, no termination shall affect any liability or other obligation of either party which shall have accrued prior to such termination, including, but not limited to, any liability, loss or damage on account of breach. No termination of employment shall terminate the obligation of the Company to make payments of any vested benefits provided hereunder or pursuant to any employee benefit plan maintained by the Company in which Employee participates at the time of such termination or the obligations of Employee under Sections 10, 11 and 12.

(b)     Employee’s employment hereunder may be terminated by Employee upon thirty (30) days written notice to the Company or at any time by mutual agreement in writing.

(c)     This Agreement shall terminate upon the death of Employee; provided, however, that in such event, in addition to the compensation, (including salary and vested bonus, if any), accrued as of date of Employee’s death, the Company shall pay to the estate of Employee the salary which otherwise would have been payable to Employee from his date of death through then end of the month in which his death occurs in substantially equal installments at the time such payments would have been made in accordance with Sections 4(a) beginning with the pay date of the first full payroll period beginning immediately following the death of the Employee, subject to Section 24.

           (d)     The Company may terminate Employee’s employment other than for “Cause,” as defined in Section 9(e), at any time upon written notice to Employee, which termination shall be effective immediately.

            (e)     The Company shall have the right to terminate Employee’s employment under this Agreement at any time for Cause, which termination shall be effective immediately. Termination for “Cause” shall include termination for Employee’s personal dishonesty, willful misconduct, breach of a fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), conviction of a felony or of a misdemeanor involving moral turpitude, misappropriation of the Company’s assets, or a material breach of any other provision of this Agreement. In the event Employee’s employment under this Agreement is terminated for Cause, Employee shall thereafter have no right to receive any compensation or other benefits under this Agreement.

(f)     The Company may terminate Employee’s employment under this Agreement, after having established the Employee’s disability, by giving to Employee written notice of its intention to terminate his employment for disability and his employment with the Company shall terminate effective on the 90th day after receipt of such notice if within 90 days after such receipt Employee shall fail to return to the full-time performance of the essential functions of his position (and if Employee’s disability has been established pursuant to the definition of “disability” set forth below). For purposes of this Agreement, “disability” means either (i) disability which after the expiration of more than 13 consecutive weeks after its commencement is determined to be total and permanent by a physician selected and paid for by the Company or its insurers, and acceptable to Employee or his legal representative, which consent shall not be unreasonably withheld or (ii) disability as defined in the policy of disability insurance maintained by the Company for the benefit of Employee, whichever shall be more favorable to Employee. Notwithstanding any other provision of this Agreement, the Company shall comply with all requirements of the Americans with Disabilities Act, 42 U.S.C. § 12101 et. seq . Upon termination for disability, Employee in addition to the compensation (including salary and vested bonus, if any) accrued as of date of this termination, will also receive in substantially equal installments the salary that would otherwise would have been payable to Employee through the end of the month in which such termination occurs at the time such payments would have been made in accordance with Sections 4(a) beginning with the pay date of the first full payroll period beginning immediately following the effective date of Employee’s termination of employment because of the Employee’s disability, subject to Section 24.

(g)     In addition to the compensation (including salary and vested bonus, if any) accrued as of date of this termination, Employee is entitled to (i) severance pay of three (3) months salary if Employee is terminated by the Company within 12 months from the Effective Date, or (ii) severance pay of six (6) months salary if Employee is terminated by the Company after Employee has completed more than 12 months of employment with the Company from the Effective Date. Employee is not entitled to any severance if the termination is due to “Cause” as defined in Section 9(e). Payment of severance will be made in substantially equal installments according to the Company’s normal payroll practices as consistent with the payment of Employee compensation pursuant to Sections 4(a).

Section 10.      Confidentiality/Nondisclosure . Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Company of which he has knowledge or access as a result of his association with the Company in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Company, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Company. Such information shall expressly include, but shall not be limited to, information concerning the Company’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Company all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Company or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Company with the maximum protection. This Section 10 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

Section 11.      Covenants Against Competition. Employee acknowledges that he will obtain from the Company valuable information regarding the business of the Company, and that the services to be rendered by Employee are of a special character which have unique value to the Company, the loss of which will not be readily calculable. Employee further acknowledges that the customers of the Company are located throughout the world, and the market of the Company has no defined geographic boundaries, so a business could be located anywhere in the world, and certainly within the United States, and compete with the Company. In view of the unique value to the Company of the services of Employee and in light of the confidential information to be obtained by or disclosed to Employee as hereinabove set forth, including access to the business plans and methods of operation of the Company, and as a material inducement to the Company to employ Employee, he covenants and agrees as follows:

(a)      Commencing with the date of this Agreement and continuing for a period of 12 months after Employee ceases to be employed by the Company for any reason, or 12 months from the date a court of competent jurisdiction enters a final order enforcing the terms of this Section 11, whichever is later, Employee shall not, directly or indirectly, own, operate, manage, control or participate in the ownership, operation, management or control, or perform services of a nature substantially similar to those performed or provided by Employee for the Company during the last twelve months of his employment, to or for any person, firm, or other entity engaged in the business of providing products or services which are the same as, or substantially the same as, those provided by the Company at the time Employee’s employment ceases, and which are competitive with the Company (“the Business”). The restrictions set forth herein apply only to those persons, firms, or other entities which are engaged in the Business within the Continental United States. Nothing herein shall prohibit Employee from working (i) for any person, firm or entity that is not in competition with the Company, or (ii) in any employment position in which he could not cause the Company any competitive harm.

(b)      Commencing with the date of this Agreement and continuing for a period of 12 months after Employee’s employment ceases, or 12 months from the date a court of competent jurisdiction enters a final order enforcing the terms of this provision, whichever is later, Employee shall not, directly or indirectly, as a principal, agent, employer, employee, partner, consultant, or in any other capacity, solicit, divert from the Company or do business with any customer of the Company, either in whole or in part, for the purpose of providing any products or services which are the same as or substantially the same as, and which are competitive with, the Company products and services sold at the time Employee’s employment ceases. The phrase “customer” of the Company means any person or entity (i) to whom Employee has, directly or indirectly, provided services or products on behalf of the Company at any time during the 12 months preceding the cessation of Employee’s employment; (ii) to whom Employee had, directly or indirectly, either met, spoken or communicated with for the purpose of offering the Company’s services or products during the 12 months preceding the cessation of his employment; or (iii) any person or entity about whom Employee acquired material information based on his employment with the Company within 12 months of cessation thereof, and as to whom Employee has been informed that the Company will be providing Company products or services.

(c)      Commencing with the date of this Agreement and continuing for a period of 12 months after he ceases to be employed by the Company for any reason, or 12 months from the date a court of competent jurisdiction enters a final order enforcing the terms of this Section 11, whichever is later, Employee shall not, directly or indirectly, recruit, solicit for employment or employ any person who was an employee of the Company at any time during the twelve (12) months preceding the cessation of Employee’s employment.

Section 12.      Remedies . Employee agrees that a breach of any of the covenants set forth in Sections 10 or 11 or their subparts would result in irreparable injury and damage to the Company for which it would have no adequate remedy at law; and Employee further agrees that in the event of such a breach, the Company shall be entitled to an immediate injunction to prevent such violations and to all costs and expenses incurred as a result of said breach, including reasonable attorney’s fees, in addition to any other remedies, whether at law or in equity, to which the Company may be entitled.

Section 13.      Reasonableness of Restrictions. Employee has carefully read and considered the provisions of Sections 10 and 11 hereof and, having done so, agrees that the restrictions set forth in such Sections (including but not limited to, the time period of the restrictions, the geographic restrictions and the restrictions on the scope of activity set forth in Section 11 hereof) are fair and reasonable and are reasonably required for the protection for the interests of the Company, its officers, directors, and other employees.

Section 14.      Governing Law. This Employment Agreement shall be subject to and construed in accordance with the laws of the State of Florida, without giving effect to its principles of conflict of laws.

Section 15.      Venue and Attorney’s Fees. Employee agrees that, at the option of the Company, any action brought to enforce or to test the enforceability of any provision of this Agreement, may be brought in either the United States District Court for the Middle District of Florida or the Circuit Court of Pinellas County, Florida. In the event any action is brought to enforce or to test the enforceability of this Agreement, the Company may recover from Employee all costs and expenses incurred as a result, including reasonable attorney’s fees, addition to any other remedies to which the Company may be entitled.

Section 16.      Continued Validity. In the event that any of the provisions of Sections 10 or 11 (or their subparts) hereof shall be held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provisions of Section 11 relating to geographic scope, time period and/or restricted activity shall be declared by a court of competent jurisdiction to exceed the maximum time period or restrictions on activities such court deems reasonable and enforceable, the parties agree that said geographic scope, time period, and/or other restrictions may be modified by the court in a manner which such court deems reasonable and enforceable.

Section 17.     Assignability . This Agreement shall be binding upon and inure to the benefit of the Company, and may be assigned by the Company to any person or firm who may succeed to the majority of the assets of the Company. This Agreement shall not be assignable by the Employee.

Section 18.      Notices . Any and all notices, designations, consents, offers, acceptance or any other communications provided for herein shall be given in writing and shall be deemed properly delivered if delivered in person or by registered or certified mail, return receipt requested, addressed in the case of the Company to its registered agent or in the case of Employee to his last known address.

Section 19.      Entire Agreement.

(a)     This Employment Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any and all other agreements, either oral or in writing, among the parties hereto with respect to the subject matter hereof.

(b)     This Employment Agreement may be executed in one or more counterparts, each of which shall be considered an original copy of this Agreement, but all of which together shall evidence only one agreement.

Section 20.      Amendment and Waiver. This Employment Agreement may not be amended except by an instrument in writing signed by or on behalf of each of the parties hereto. No waiver of any provision of this Employment Agreement shall be valid unless in writing and signed by the person or party to be charged.

Section 21.      Case and Gender. Wherever required by the context of this Employment Agreement, the singular or plural case and the masculine, feminine and neuter genders shall be interchangeable.

Section 22.     Captions . The captions used in this Employment Agreement are intended for descriptive and reference purposes only and are not intended to affect the meaning of any Section hereunder.

Section 23.     Section 409A. This Agreement is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code and shall be construed and interpreted in accordance therewith. Notwithstanding the preceding, the Company shall not be liable to the Employee or any other person if the Internal Revenue Service or any court or other authority having jurisdiction over such matter determines for any reason that any payments under this Agreement are subject to taxes, penalties or interest as a result of failing to comply with Section 409A of the Code.

Section 24.     Delay of Payment. Notwithstanding any other provision of this Agreement, if the Employee is a “specified employee” within the meaning of Section 409A of the Code, to the extent necessary to comply with Section 409A of the Code, no payments (which are not otherwise exempt) may be made hereunder before the date which is six months after the Employee’s separation from service or, if earlier, his death. Any amounts which would have otherwise been required to be paid during such six months or, if earlier, until Employee’s death, shall be paid to Employee in one lump sum cash payment as soon as administratively practical after the date which is six months after the Employee’s separation from service or, if earlier, after the Employee’s death. Any other payments scheduled to be made under this Agreement shall be made and provided at the times otherwise designated in this Agreement disregarding the delay of payment for the payments described in this Section 24. Additionally, notwithstanding any other provision of this Agreement, Employee will only be entitled to receive payment on termination of his employment when the termination of employment qualifies as a “separation from service” within the meaning of Section 409A of the Code.

IN WITNESS WHEREOF, the Company has caused this Employment Agreement to be signed by its duly authorized officer and Employee has hereunto set his hand and seal on the day and year first above written.

AEROSONIC CORPORATION

By:  /s/ David L. Baldini

Title: Chairman of the Board
President and Chief Executive Officer

EMPLOYEE

/s/ Charles L. Pope
Charles L. Pope

EX-99

Exhibit 99.1

September 24 , 2007
Aerosonic Announces New Chief Financial Officer

CLEARWATER, Fla. – September 24, 2007 - Aerosonic Corporation (AMEX: AIM), a leading supplier of precision flight products for commercial, business and military aircraft, announced today the appointment of Charles Pope as Chief Financial Officer. Pope has over 25 years of financial management experience. He received his Bachelor’s of Science degrees in Accounting and in Economics from Auburn University.

“Charlie Pope brings a broad base of financial expertise, as well as a solid reputation in the financial community and a deep understanding of the financial requirements of a public company,” commented David Baldini, Chairman, President and Chief Executive Officer. I look forward to Charlie joining Aerosonic’s management team and leading our company’s efforts in identifying and executing opportunities to enhance Aerosonic’s financial performance and shareholder returns,” continued Baldini.

“I am very excited to join Aerosonic during its major program of renewal. In my role as CFO, I am committed to working closely with the management team, focusing on sustainable and profitable growth for the company,” commented Mr. Pope.
Mr. Pope, 55, previously held Chief Financial Officer positions at Reptron Electronics, Inc., SRI/Surgical Express, and UTEK Corporation, all public companies. Prior to that, he was a Partner at PriceWaterhouse Coopers. Mr. Pope has extensive experience in advising companies on growth strategy and corporate development activities.
Aerosonic Corporation, headquartered in Clearwater, Florida, is principally engaged in the manufacture of aviation products. Locations of the Company include Clearwater, Florida and Earlysville, Virginia. For additional information, visit the Company’s website at www.aerosonic.com.

This document contains statements that constitute "forward-looking" statements within the meaning of the Securities Act of 1933 and the Securities Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. "Forward-looking" statements contained in this document include the intent, belief or current expectations of the Company and its senior management team with respect to future actions by officers and directors of the Company, prospects of the Company's operations, profits from future operations, overall future business prospects and long term stockholder value, as well as the assumptions upon which such statements are based.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those contemplated by the forward-looking statements in this document include, but are not limited to, adverse developments with respect to the resolution of current stockholder litigation, adverse developments involving operations of the Company's business units, failure to meet operating objectives or to execute the business plan, and the failure to reach revenue or profit projections. The Company undertakes no obligation to update or revise the forward-looking statements contained in this document to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.