OPTICAL CABLE CORP
EXHIBIT 10.4
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<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>dex104.txt
<DESCRIPTION>EXHIBIT 10.4
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                                                                    Exhibit 10.4


                           OPTICAL CABLE CORPORATION
                             EMPLOYMENT AGREEMENT

This agreement made effective November 21, 2001 by and between Optical Cable
Corporation, having a place of business at 5290 Concourse Drive, Roanoke,
Virginia (hereinafter referred to as "OCC"), and Ken Harber (hereinafter
referred to as "Harber").

WHEREAS, OCC desires to employ Harber and Harber desires to accept such
employment upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, OCC employs Harber and Harber accepts employment upon the following
terms and conditions:

1.   EMPLOYMENT AND DUTIES: Harber is employed as Vice President of Finance of
     OCC. Harber hereby agrees to abide by the terms and conditions of this
     Agreement. Harber shall report directly to the Senior Vice President and
     Chief Financial Officer of OCC. The authority, duties and responsibilities
     of Harber shall include those duties as may be assigned to Harber by the
     President from time to time. While employed hereunder, Harber shall devote
     reasonable time and attention during normal business hours to the affairs
     of OCC and use his best efforts to perform faithfully and efficiently his
     duties and responsibilities.

2.   TERM AND RENEWAL: The term of this Agreement shall begin on November 21,
     2001 and shall terminate on the 30th day of November, 2003. At the end of
     the initial term (and each renewal term, if any), this Agreement will
     automatically renew for an additional 2-year term unless one of the parties
     provides the other party with written notice indicating the intention not
     to renew this Agreement at least 6 months prior to the end of such term.

3.   COMPENSATION:

     a.  Salary. For all services rendered by Harber, OCC shall pay Harber
         $107,500 annual salary, payable in equal monthly installments on the
         first business day of each month during which Harber is employed,
         commencing on December 1, 2001.

     b.  Sales bonus. Harber will be paid a monthly bonus equal to .0009 of the
         monthly sales which are adjusted for point of sale and payable on the
         15th of the following month.

     c.  Annual bonus. Harber will be paid a lump sum bonus equal to the sum of
         the twelve fiscal year monthly bonuses, payable on or around January
         15th of the following year.

4.   STOCK OPTIONS:  The terms and conditions of stock options granted to Harber
     are governed by the documents evidencing such options and are not intended
     to be addressed in this Agreement.

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5.   TERMINATION: This Agreement shall terminate automatically upon the earliest
     -----------
     of any of the following events and no act, failure to act (except as
     otherwise provided in this Agreement), oral statement or representation of
     OCC or any of its directors, officers, agents or employees, whether
     contained in any employee handbook or otherwise, will be deemed a waiver by
     OCC of its rights hereunder unless expressly stated to the contrary:

     a.  expiration of the term (including renewals, if any);

     b.  OCC's termination of Harber without Cause (as defined below), provided
         that OCC has given Harber thirty (30) days prior written notice; c.

     c.  resignation by Harber other than for Good Reason (as defined below),
         provided that Harber has given OCC thirty (30) days prior written
         notice;

     d.  death of Harber (effective on the last day of the month in which death
         occurs);

     e.  the inability of Harber to perform substantially all of his duties
         hereunder by reason of illness, physical, mental or emotional
         disability or other incapacity, which inability shall continue for more
         than four successive months or six months in the aggregate during any
         period of 12 consecutive months, provided that OCC has given Harber
         written notice at or before the end of such period Harber does not
         return to work on a full-time basis; or

     f.  OCC's termination of Harber for Cause, provided that OCC has given
         Harber written notice. For purposes of this Agreement, "Cause" shall
         mean:

         i.    Harber's material breach of this Agreement, which breach is not
               cured within thirty (30) days of receipt by Harber of notice from
               OCC specifying the breach; or

         ii.   Harber's gross negligence in the performance of his material
               duties hereunder, intentional non-performance or misperformance
               of such duties, or refusal to abide by or comply with the
               directives of the Board, his superiors, or OCC's policies and
               procedures (including non-discrimination and sexual harassment),
               which actions continue for a period of at least thirty (30) days
               after receipt by Harber of written notice of the need to cure or
               cease; or

         iii.  Harber's willful dishonesty, fraud, or misconduct with respect to
               the business or affairs of OCC, that in the reasonable judgment
               of the Board of Directors materially and adversely affects the
               operations or reputation of OCC; or

         iv.   Harber's conviction of a felony or other crime involving moral
               turpitude (whether or not in connection with his employment);


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          v.   failure of Harber to pass any drug or alcohol test administered
               in accordance with OCC's substance abuse policies.

     g.   resignation by Harber for Good Reason with thirty (30) days prior
          written notice. For purposes of this Agreement, "Good Reason" shall
          mean:

          i.   a change in reporting relationships such that Harber no longer
               directly reports to the Senior Vice President and Chief Financial
               Officer or the President of OCC, without Harber's prior written
               consent; or

          ii.  a material diminution in the nature or scope of Harber's powers,
               duties or responsibilities to a level below that which would
               ordinarily be assigned to an employee serving as Vice President
               of Finance, without Harber's prior written consent; or

          iii. failure by OCC to provide Harber with the compensation and
               benefits in accordance with the terms of this Agreement; or

          iv.  relocation of OCC's principal executive offices to a location
               outside a thirty (30) mile radius of Roanoke, Virginia.

6.   EFFECT OF TERMINATION:  Except as expressly set forth below, OCC shall have
     ---------------------
     no further obligations to Harber under this Agreement after the termination
     of his employment hereunder:

     a.   Termination For Cause. If Harber is terminated for Cause by OCC, as
          ---------------------
          defined in Section 5(f) above, OCC shall pay to Harber his salary and
          pro rata bonuses earned through the date of termination.

     b.   Resignation by Harber Without Good Reason. If this Agreement is
          -----------------------------------------
          terminated by the resignation of Harber without Good Reason, OCC shall
          pay to Harber his salary and pro rata bonuses earned through the date
          of termination.

     c.   Termination without Cause, upon Death or Disability, or Resignation
          -------------------------------------------------------------------
          for Good Reason. If this Agreement is terminated for any of the
          ---------------
          reasons stated in Sections 5(b), (d), (e), or (g), OCC shall pay to
          Harber his salary and pro rata bonuses earned through the date of
          termination, as well as a severance payment equal to six (6) months
          salary (including bonuses), less applicable withholdings, payable in
          the same manner as during Harber's employment.

7.   PATENT RIGHTS: Harber's interest in any and all inventions or improvements
     made or conceived by him, or which he may make or conceive at any time
     after the commencement of and until the termination of his employment with
     OCC, either individually or jointly with

                                      -3-
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     others, which relate to the business conducted by or planned to be
     conducted by OCC as reasonably determined by OCC, shall be the exclusive
     property of OCC, its successors, assignees or nominees. He will make full
     and prompt disclosure in writing to an officer or official of OCC, or to
     anyone designated for that purpose by OCC, of all inventions or
     improvements made or conceived by him during the term of his employment. At
     the request and expense of OCC, and without further compensation to him,
     Harber will for all inventions or improvements which may be patentable, do
     all lawful acts and execute and acknowledge any and all letters and/or
     patents in the United States of America and foreign countries for any of
     such inventions and improvements and for vesting in OCC the entire right,
     title and interest thereto. As used in this Agreement, "inventions or
     improvements" means discoveries, concepts, and ideas, whether patentable or
     not, relating to any present or prospective activities of OCC, including,
     but not limited to, devices, processes, methods, formulae, techniques, and
     any improvements to the foregoing.

8.   CONFIDENTIALITY; DISCLOSURE OF INFORMATION: Since the work for which Harber
     is employed and upon which he shall be engaged, will include trade secrets
     and confidential information of OCC or its customers, Harber receives such
     trade secrets and confidential information in confidence and shall not,
     except as required in the conduct of OCC's business, publish or disclose,
     or make use of or authorize anyone else to publish, disclose, or make use
     of, any such secrets or information unless and until such secrets or
     information shall have ceased to be secret or confidential as evidenced by
     public knowledge. This prohibition as to publication and disclosures shall
     not restrict him in the exercise of his technical skill, provided that the
     exercise of such skill does not involve the disclosure to others not
     authorized to receive trade secret or confidential information of OCC or
     its customers. As used in this Agreement, "trade secrets" and "confidential
     information" includes any formula, pattern, device or compilation of
     information used in the business of OCC or its customers for which OCC
     derives independent economic value by affording OCC an opportunity to
     obtain advantage over competitors who do not know or use such information;
     the term includes, but is not limited to, devices and processes, whether
     patentable or not, compilations of information such as customer lists,
     business and marketing plans, and pricing information where certain of the
     information involved is generally known or available but where the
     compilation, organization or use of the information is not generally known
     and is of significance to the business of OCC or its customers. The
     provisions of this paragraph eight (8) shall apply throughout the period of
     Harber's employment with OCC, and thereafter.

9.   NON-COMPETE: Harber covenants and agrees that during the term of his
     employment with OCC (as employee, consultant or otherwise) and for the
     twelve (12) consecutive months immediately following termination of that
     employment by either party for any reason, and within the geographic area
     within which OCC is conducting business at the time of termination of his
     employment, he will not directly or indirectly participate in the
     management of, render services similar to those he is providing hereunder
     to, or work in the

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     same or similar capacity in which he is employed hereunder for, any
     business which competes with OCC or is engaged in the same or similar
     business conducted by OCC during the period of Harber's employment with
     OCC; nor will he call on, solicit or deal with any customers or prospective
     customer of OCC learned about or developed during Harber's employment with
     OCC for the twelve (12) consecutive months immediately following
     termination of that employment by either party for any reason.

10.  RETURN OF OCC PROPERTY: Immediately upon the termination of his employment
     with OCC, Harber will turn over to OCC all keys, passwords, computers,
     notes, memoranda, notebooks, drawings, records, documents, and all computer
     program source listings, object files, and executable images or other
     information or materials obtained from OCC or developed or modified by him
     as part of his work for OCC which are in his possession or under his
     control, whether prepared by him or others, relating to any work done for
     OCC or relating in any way to the business of OCC or its customers, it
     being acknowledged that all such items are the sole property of OCC.

11.  BENEFITS: Harber shall be entitled to such vacation and benefits of OCC as
     OCC may from time to time establish for employees of similar positions,
     responsibilities and seniority, provided that Harber will receive at least
     three (3) weeks of vacation per year.

12.  BINDING ON OTHER PARTIES: This Agreement shall be binding upon and inure to
     the benefit of Harber, his heirs, executors and administrators, and shall
     be binding upon and inure to the benefit of OCC and its successors and
     assigns.

13.  ENFORCEMENT AND REMEDIES: This Agreement shall be enforced and construed in
     accordance with the laws of the Commonwealth of Virginia.

     Each party acknowledges that in the event of a breach or threatened breach
     of the confidentiality or non-compete provisions set out in paragraphs 8
     and 9 of the Agreement, damages at law will be inadequate and injunctive
     relief is appropriate in addition to whatever damages may be recoverable.
     Harber agrees to pay the costs, including attorneys fees, incurred by OCC
     in enforcing the provisions of paragraphs 8 and 9.

     Each and all of the several rights and remedies contained in or arising by
     reason of this Agreement shall be construed as cumulative and no one of
     them shall be exclusive of any other or of any right or priority allowed by
     law or equity.

14.  NOTICES: Any notice required or desired to be given under this Agreement
     shall be deemed given if in writing sent by U.S. Mail to his last known
     residence in the case of Harber or to its principal office in the case of
     OCC.

15.  SEVERABILITY: It is understood and agreed that, should any portion of any
     clause or paragraph of this Agreement be deemed too broad to permit
     enforcement to its full extent,

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     then such restriction shall be enforced to the maximum extent permitted by
     law, and the parties hereby consent and agree that such scope may be
     modified accordingly in a proceeding brought to enforce such restriction.
     Further, it is agreed that, should any provision in the Agreement be
     entirely unenforceable, the remaining provisions of this Agreement shall
     not be affected.

16.  ASSIGNMENT: Harber may not transfer, pledge, encumber, assign, anticipate,
     or alienate all or any part of this Agreement.

17.  PRIOR AGREEMENT; MODIFICATION: No modifications or waiver of this
     Agreement, or of any provision thereof, shall be valid or binding, unless
     in writing and executed by both parties hereto. No waiver by either party
     of any breach of any term or provision of this Agreement shall be construed
     as a waiver of any succeeding breach of the same or any other term or
     provision.

WHEREOF, the parties have executed this Agreement as of the day and year first
written above.

/s/ Ken Harber
----------------------------
Ken Harber


Optical Cable Corporation

By:  /s/ Randy Frazier
   -------------------------
Randy Frazier
Independent Board Member and
Member of the Compensation Committee

By:  /s/ John Holland
   -------------------------
John Holland
Independent Board Member and
Member of the Compensation Committee

                                      -6-
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                                 AMENDMENT TO
                      OPTICAL CABLE EMPLOYMENT AGREEMENT

     The foregoing Agreement hereby is amended as follows:

     The opening paragraph is amended to reflect the correct effective date of
November 1, 2001.

     Numbered Paragraph 2 on Page 1 is amended to reflect "The term of this
Agreement shall begin on November 1, 2001, and shall terminate on the 31/st/ day
of October 2003."

     Numbered Paragraph 3.a. is amended to reflect the commencement date of
employment under the Agreement as November 1, 2001.


                                 OPTICAL CABLE CORPORATION



Date:                            By: /s/ Randy Frazier
      -------------                  ---------------------------------
                                     Randy Frazier
                                     Independent Board Member and
                                     Member of the Compensation Committee



Date:                            By: /s/ John Holland
      -------------                  ---------------------------------
                                     John Holland
                                     Independent Board Member and
                                     Member of the Compensation Committee



Date:                            By: /s/ Kenneth W. Harber
      -------------                  ---------------------------------
                                     Kenneth W. Harber

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