SBS TECHNOLOGIES INC
EXHIBIT 10-CQ
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<TYPE>EX-10
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<FILENAME>exh10-cq.htm
<DESCRIPTION>EXHIBIT 10-CQ
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<TITLE>Exhibit 10.cq - Employment Agreement</TITLE>
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<B><U><P ALIGN="CENTER">EMPLOYMENT AGREEMENT</P>
</B></U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;SBS Technologies, Inc. ("Company") and Christopher J.
Amenson ("Employee") agree, effective April 11, 2005:</P>
<P ALIGN="JUSTIFY"></P>

<OL>
<B><U><P ALIGN="JUSTIFY"><LI>Employment</B></U>.  Company employs Employee for
the period beginning on the date of this Employment Agreement as set forth
below, and ending on (a) the date of the Annual Meeting of Shareholders of the
Company in November 2005, (b) in the absence of an Annual Meeting of
Shareholders of the Company in November 2005 then November 30, 2005, or (c) upon
discharge or resignation of Employee in accordance with the terms of this
Agreement (the "Employment Period").  Upon the mutual agreement of Employee and
the Company not less than four months prior to the scheduled expiration of the
Employment Period, the Employment Period may be extended for an additional one-
year period, commencing upon the expiration of the original Employment Period,
upon the same terms and conditions as contained in this Employment Agreement.
During the Employment Period, Employee will serve in the position of Executive
Chairman of the Company, or other management position as determined by the
Company.  Duties initially assigned to Employee are set forth on <U>Appendix
A</U>.  The Board of Directors of the Company may change such duties from time
to time.  Employee will devote sufficient time and energies to the business of
Company to accomplish the duties assigned, will perform to the best of
Employee's ability all duties assigned to Employee by Company and will devote
Employee's best efforts to advance the interests of Company.  Employee will have
the power and authority determined by Company.</LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Compensation</B></U>.  For all services performed
by Employee for Company during the Employment Period, Company will pay Employee
the salary and benefits set forth on <U>Appendix A</U>.  Employee will be
entitled to participate in employee benefit programs established by Company and
applicable to all employees.  Employee will be entitled to vacation, national
holidays and paid time off to the extent permitted by Company policy and
<U>Appendix A</U>.  During vacation, national holidays, and paid time off,
Employee will receive Employee's usual compensation.  </LI></P>
<B><U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>Reimbursement of Expenses</B></U>. Company recognizes
that Employee, in performing Employee's duties hereunder, may be required to
spend sums of money in connection with those duties for the benefit of Company.
Employee may present to Company an itemized voucher listing expenses paid by
Employee in the performance of Employee's duties on behalf of Company, and on
presentation of the itemized voucher, Company will reimburse Employee for all
reasonable expenses itemized, including but not limited to, travel, meals,
lodging, entertainment, and promotion with respect to all activities approved in
advance by Company.  Employee may receive advances from Company for anticipated
expenses.  Employee agrees that the amount by which an advance exceeds actual
expenses (&quot;Amount&quot;) will be promptly refunded to Company upon
determination by Company that it is due, that the Amount may be deducted from
any payments of any nature (including without limitation salary) owed by Company
to Employee.</LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Sick Leave and Disability</B></U>.   Employee will
be entitled to paid time off for the number of days determined by Company
(&quot;PTO&quot;).  Employee will be considered to be disabled during any period
in excess of accrued PTO during which Employee is unable to work because of
illness or incapacity (&quot;Disability Period&quot;).  Employee will be
entitled to receive Employee's full salary during PTO and will be deemed to be
on leave, without pay, during the Disability Period.  If Employee is unable to
work for a period in excess of 90 days, Employee, at the discretion of the Board
of Directors of company, will be considered to have resigned.  In no event will
Employee be entitled to payment or other compensation for unused PTO or
Disability Period, unless required by law or otherwise provided in a policy or
employment manual adopted by Company.</LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Resignation and Discharge</B></U>.  Employee may
resign or be discharged pursuant to the terms of this paragraph.  If Employee
(i) resigns, Employee must give 30 days' notice to Company;  (ii) is discharged
for cause (as later defined), Company may discharge Employee immediately,
without notice; or (iii) is discharged not for cause from his responsibilities,
Company must give 30 days' notice to Employee. If Employee is discharged not for
cause, Employee will be paid&nbsp;severance pay equal to six months' base pay of
Employee in effect at the time of discharge payable in monthly
installments.&nbsp;   In addition, for a period of one (1) year following the
expiration of this Agreement or the effective date of discharge not for cause,
Employee will continue as an executive officer of the Company with reduced
duties as agreed upon by Employee, senior management and the Board of Directors
of the Company at an annual rate of pay of $40,000.  </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">For purposes of this paragraph, "for cause" means that during
the Employment Period, Employee, unless otherwise provided by Company policy or
Company employment manual, (a) is reasonably believed by Company (i) to have
failed to comply with any law, regulation or policy, including without
limitation securities or employment or non-discrimination or similar laws,
regulations or policies, and that failure causes a significant financial,
regulatory, operational or public perception detriment to Company, (ii) to
abuse, as determined by the Company, alcohol or to use drugs, (other than as
prescribed by Employee's physician), or (b) refuses to submit to testing for
alcohol or drugs, or (c) is reasonably believed by Company to have committed or
is charged with any felony or misdemeanor involving moral turpitude, or (d)
through willful neglect, gross negligence, or malfeasance causes a significant
financial, regulatory, operational or public perception detriment to Company. A
determination by the Board of Directors that Employee has failed to perform
Employee's responsibilities to the satisfaction of the Board of Directors,
without one or more of the other elements set out in this paragraph, is not
&quot;for cause&quot;.  </P>
<B><U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>Competition and Confidential Information
Restrictions</B></U>. </LI></P>
<B><U><P ALIGN="JUSTIFY"></P>
<OL TYPE="A">

<P ALIGN="JUSTIFY"><LI>Competition Restrictions</B></U>.  Employee may not
during the Employment Period, and for a period of two years following the
termination of the Employment Period, anywhere in the United States, directly or
indirectly, own, manage, operate, invest in, control, be employed by,
participate in, be a financial sponsor of, or be connected in any manner with
the ownership, management, operation or control of any business that competes
with a business conducted by Company at any time during the Employment Period or
which Employee knows, during the Employment Period, that Company intends to
conduct.  Employee acknowledges that this restriction is necessary for Company's
welfare and protection in light of the responsibilities assigned to Employee and
Employee's status in Company, that Employee is fully and adequately compensated
for this restriction. </LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Confidential Information</B></U>.  Employee
acknowledges and recognizes that Employee is, or will be, employed by Company in
a confidential relationship and may receive and have access to the confidential
business information, customer names, contracts and other customer data,
business methods, techniques and trade secrets of Company ("Confidential
Information").  Employee may develop ideas, conceptions, inventions, processes,
methods, products and improvements; and Employee may receive disclosures of
ideas, conceptions, inventions, processes, methods, products and improvements
made by other employees of Company ("Company Inventions").  Employee may
participate with Company in improving and developing Confidential Information
and Company Inventions.  Confidential Information and Company Inventions
developed on behalf of Company are neither commonly known nor readily accessible
to others and are used by Company in its business to obtain a competitive
advantage over Company's competitors who do not know or use the Confidential
Information or Company Inventions.  Protection of the Confidential Information
and Company Inventions against unauthorized disclosure and use is of critical
importance to Company in maintaining its competitive position.  Employee agrees
that Employee will not, at any time, during or after the Employment Period, make
any independent use of, or disclose to any other person or organization, except
as authorized by Company in writing, any Confidential Information or Company
Inventions.  Upon termination of the Employment Period for any reason, Employee
shall promptly deliver to Company all drawings, manuals, letters, notes,
notebooks, reports, customer lists, customer data, mailing lists, and all other
materials and records of any kinds, and all copies thereof, that may be in the
possession of, or under the control of, Employee pertaining to Company's
business including any that contain any Confidential Information or Company
Invention.</LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Business Relationships</B></U>. Employee
acknowledges Company's efforts to establish valuable business relationships with
its clients, customers and suppliers.  Employee recognizes that Company has
invested resources in the training and the professional development of Employee,
and Employee further recognizes Employee's responsibility to the Company when
Company entrusts Employee with Confidential Information.  In view of Company's
efforts, Employee agrees that unless Company authorizes Employee to do so in
writing, Employee will not, for a period of one year after termination of
employment with Company, solicit the purchase of products or services directly
competing with products and services of Company from any person, corporation,
business organization or enterprise which: (i) has made any purchase of products
or services from Company within the two years immediately preceding termination
of former Employee's employment ("Customer"); or (ii) has been contacted by
Employee during the last 12 months of Employee's employment for the purpose of
securing the purchase of products or services from Company ("Prospective
Customer").</LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Non-Solicitation of Employees</U>.</B>  Employee is
aware that Company has a significant investment in its employees. For a period
of twelve months after termination for any reason of Employee's employment,
neither Employee nor any person or entity by whom Employee may be employed or of
which Employee may be an officer, director, partner, trustee or control person,
will directly or indirectly employ or solicit to employ, or otherwise retain or
solicit to retain, any person employed by Company as of the date of Employee's
termination of employment or during the twelve month period thereafter, unless
that person has been terminated by Company without cause (as determined in good
faith by Company) before the time of the solicitation, employment or retention.
</LI></P>
<B><P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY"><LI>Remedies</B></U>. Employee and Company recognize that
irreparable injury may result to Company in the event of breach or threatened
breach of this paragraph of this Agreement by Employee.  If Employee commits a
breach or threatens to commit a breach of any of the provisions of this
paragraph, Company shall have the right and remedy, in addition to any others
that may be available, at law or in equity, to have the provisions of this
paragraph specifically enforced by any court having equity jurisdiction,
together with an accounting therefor, Employee having specifically acknowledged
that any such breach or threatened breach will cause irreparable injury to
Company and that money damages will not provide an adequate remedy to Company.
</LI></P></OL>


<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI VALUE=7>Invalidity</B></U>.  If any provision of this
Employment Agreement is later construed to be unenforceable or invalid, the
remaining provisions shall not be affected but shall continue in full effect.
If any term of this Employment Agreement is found to be unenforceable or invalid
by any court having jurisdiction, that court shall have the power to reduce or
revise the term and the paragraph(s) shall then be fully enforceable.</LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Assignment</B></U>. Employee acknowledges that
Employee's services are unique and personal.  Accordingly, Employee may not
assign Employee's rights or delegate Employee's duties or obligations under this
Agreement.  The Employer's rights and obligations shall inure to the benefit of
and shall be binding upon Employer's successor and assigns.</LI></P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY"><LI>Personnel Policies</B></U>.  Company's written
personnel policies apply to all of Company's employees, including Employee, and
describe additional terms and conditions of employment of Employee.  Those terms
and conditions, as Company may revise from time to time, are incorporated by
reference into this Employment Agreement.  Company reserves the right to revise
the personnel policies from time to time, as Company deems necessary.  If any
personnel policy provision conflicts with a provision of this Employment
Agreement, the terms of this Employment Agreement shall govern.   </LI></P>
<B><U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>Alcohol and Drug Testing</B></U>.  Employee agrees to
comply with and submit to any Company program or policy for testing for alcohol
abuse or use of drugs and, in the absence of such a program or policy, to submit
to such testing as may be required by Company and administered in accordance
with applicable law and regulations.</LI></P>
<B><U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>Entire Agreement and Binding Effect</B></U>.  This
Employment Agreement constitutes the entire understanding of the parties,
supersedes all previously executed employment agreements between Employee and
Company, may be modified only in writing, is governed by laws of the state of
New Mexico, and will bind and inure to the benefit of Employee and Employee's
personal representative and Company and Company's successors and
assigns.</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">DATED</B>:  <U>April 11, 2005</U>.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">&nbsp;</P><DIR>
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<P ALIGN="JUSTIFY">COMPANY:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">SBS Technologies, Inc.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">By: <U>/S/ Lawrence A. Bennigson</P>
</U><P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;</P>
<P ALIGN="JUSTIFY">Lawrence A. Bennigson, Lead Director</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">EMPLOYEE:</P>
<P ALIGN="JUSTIFY"></P>
<U><P ALIGN="JUSTIFY">/S/ Christopher J. Amenson</P>
</U><P ALIGN="JUSTIFY">Christopher J. Amenson</P>
<P ALIGN="JUSTIFY"></P></DIR>
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<P style="PAGE-BREAK-BEFORE: always" align=left>
<P><HR SIZE=1></P>

<P ALIGN="CENTER">Appendix A</P>
<P ALIGN="CENTER">to</P>
<P ALIGN="CENTER">Employment Agreement</P>

<P ALIGN="CENTER">Christopher J. Amenson</P>
<P ALIGN="CENTER">Employee</P>
</B>
<P>&nbsp;</P>
<B><P>Position</B>:  Executive officer position of Executive Chairman, reporting
directly to the Board of Directors. </P>

<B><P>Compensation</B>:  $150,000 base annual salary.</P>

<B><P>Initial Duties:&#9;  </B>(1)<B> </B>Primary liaison between Board of
Directors and CEO, (2) advisor to CEO, (3) in the absence, disability or failure
to act of the CEO, perform the duties of the CEO, (4) employee agrees during the
term of this Employment Agreement, if requested by the Corporate Governance and
Nominating Committee of the Board of Directors, to be nominated and serve, if
elected, as a director of the Company without additional compensation, (5)
Employee agrees during the term of this Employment Agreement, if Employee is
serving on the Board of Directors and if requested by the Board of Directors, to
be nominated and serve, if elected, as Chairman of the Board of Directors of the
Company without additional compensation.</P>
<B>
<P>Benefits:</P>
</B>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=9 WIDTH=720>
<TR><TD WIDTH="41%" VALIGN="TOP">
<I><P>Standard Employee Benefits</I>:</TD>
<TD WIDTH="59%" VALIGN="TOP">

<P>Medical insurance<br>
Dental insurance</TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="59%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP">
<I><P>Optional Benefits</I>:</TD>
<TD WIDTH="59%" VALIGN="TOP">
<P>401(k) Plan</TD>
</TR>
</TABLE>


<P>All Standard and Optional Benefits will be as provided by Company to
employees generally, and are subject to modification from time to time by
Company.</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=9 WIDTH=720>
<TR><TD WIDTH="41%" VALIGN="TOP" HEIGHT=42>
<I><P>Additional Benefits</I>:</TD>
<TD WIDTH="59%" VALIGN="TOP" HEIGHT=42>
<P>Four weeks paid time off per year<br>
Immediate, full vesting under any employee plans <br> in effect at signing that
require vesting</TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="59%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP">
<I><P>Stock Option Grant</I>:</TD>
<TD WIDTH="59%" VALIGN="TOP">
<P>None</TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P></FONT>

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