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Item 9A. Controls and Procedures

2021-03-23 compared with 2020-03-19 · 58 added, 43 removed, 112 unchanged (47% of the section changed)

15 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information regarding the directors and executive officers of the Registrant will be included in the Registrant's 2019 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2019, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Information regarding the directors and executive officers of the Registrant will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2021 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

The company has adopted a code of conduct applicable to all officers, directors, and employees.

1 unchanged sentence

Executive Compensation

Information regarding executive compensation of the Registrant will be included in the Registrant's 2019 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2019, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Information regarding executive compensation of the Registrant will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2021 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management of the Registrant will be included in the Registrant's 2019 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2019, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Information regarding executive compensation plans (including individual compensation arrangements) as of the end of the last fiscal year, on two categories of equity compensation plans (that is, plans that have been approved by security holders and plans that have not been approved by security holders) will be included in the Registrant's 2019 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2019, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management of the Registrant will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2021 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Information regarding executive compensation plans (including individual compensation arrangements) as of the end of the last fiscal year, on two categories of equity compensation plans (that is, plans that have been approved by security holders and plans that have not been approved by security holders) will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2021 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

The following table provides information about our equity compensation plans (including individual compensation arrangements) as of December 31, 2020.

20 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in the Registrant's 2019 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2019, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

The information required by this Item will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2021 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Principal Accountant Fees and Services

Exhibits and Financial Statements Schedules

Consolidated Financial Statements - Consolidated Financial Statements and related Notes are included in Part II, Item 8, and are identified in the Index on Page 25.

Consolidated Financial Statements - Consolidated Financial Statements and related Notes are

included in Part II, Item 8, and are identified in the Index on Page 25.

Consolidated Financial Statement Schedule - The following financial statement schedule and the Auditors' report thereon is included in this Annual Report on Form 10-K:

3 unchanged sentences

1 to Form S-1 filed July 16, 1996 (File No.

Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019)

2005 Incentive Compensation Plan (incorporated by reference to Exhibit A to Definitive Proxy Statement filed March 31, 2005)**

Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on March 19, 2020)

Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Exhibit 99.1 to Form 8-K filed November 7, 2014)**

Amended and Restated Employment Agreement with Richard Wasielewski dated March 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 10-K filed May 19, 2017)**

Restated Equity Appreciation Rights Plan dated March 11, 2015 (incorporated by reference to Appendix A to Definitive Proxy Statement filed March 24, 2015)**

8 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Form 8-K filed January 8, 2018)

Employment Agreement with Constance Beck dated January 8, 2018 (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 12, 2018).**

Lease Agreement dated February 21, 2018 by and between Manufacturing Assembly Solutions of Monterrey, Inc., a wholly owned Mexican subsidiary of the Company, and OPERADORA STIVA, S.A.

5 unchanged sentences

(incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 14, 2019).

Employment Agreement with Heidi Grange dated September 9, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 11, 2019).**

Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019)

First Amendment to Employment Agreement with Constance Beck dated September 9, 2019 (incorporated by reference to Exhibit 10.3 to Form 8-K filed September 11, 2019).**

Employment Agreement with Curtis Steichen dated September 17, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 18, 2019).**

1 unchanged sentence

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 12, 2019).

First Amendment to Lease Agreement dated September 17, 2018 between the Company and AR Meridian Circle Owner, LLC, as successor to LSOP 3 MN 3, LLC.

First Amendment to Lease Agreement dated September 17, 2018 between the Company and AR Meridian Circle Owner, LLC, as successor to LSOP 3 MN 3, LLC (incorporated by reference to Exhibit 10.21 to Form 10-K filed March 19, 2020).

Purchase and Sale Agreement between the Company and Essjay Investment Company, LLC dated June 24, 2020 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 11, 2020)

Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Bemidji facility (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 1, 2020)

Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Mankato facility (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 1, 2020)

Fourth Amendment dated August __,2020 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.3 to Form 8-K filed September 1, 2020).

Employment Agreement with Christopher D.

Jones dated November 2, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 6, 2020).**

First Amendment to Employment Agreement with Jay Miller dated November 11, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 12, 2020).**

Subsidiaries of Nortech Systems Incorporated*

Consent of Baker Tilly Virchow Krause, LLP*

Consent of Baker Tilly US, LLP*

Certification of the Chief Executive Officer and President pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*

2 unchanged sentences

Financial statements from the annual report on Form 10-K for the year ended December 31, 2020, formatted in XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.*

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.*

Filed electronically herewith.

7 unchanged sentences

President and Chief Executive Officer (principal executive officer) and Director

/s/ Constance M.

/s/ Christopher D.

March 23, 2021

Christopher D.

Chief Financial Officer (principal financial and accounting officer)

9 unchanged sentences

Rosenstone, Director

/s/ Philip I.

March 23, 2021

Smith, Director

/s/ Dan Sachs

March 23, 2021

Dan Sachs, Director

INDEX TO EXHIBITS

DESCRIPTIONS OF EXHIBITS

Articles of Incorporation (incorporated by reference to Amendment No.

1 to Form S-3 (filed on Form S-1) filed July 16, 1996 (File No.

Bylaws (incorporated by reference to Form 8-K filed on March 25, 2016)

2005 Incentive Compensation Plan (incorporated by reference to Exhibit A to Definitive Proxy Statement filed March 31, 2005)**

Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association dated May 27, 2010 (incorporated by reference to Form 10-Q filed August 12, 2010)

Sixth Amendment dated March 16, 2014 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed May 21, 2014)

Form of Change of Control Agreement for Named Executive Officers (incorporated by reference to Form 10-K filed March 11, 2015)**

Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Form 8-K filed November 7, 2014)**

Consulting Agreement with Michael Degen dated November 5, 2014 (incorporated by reference to Form 8-K filed November 7, 2014)**

Form of Employment Agreement with Richard Wasielewski dated March 15, 2014(incorporated by reference to Form 10-K filed March 11, 2015)**

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No.

1 to Form S-1 filed July 16, 1996 (File No.

Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019)

Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Exhibit 99.1 to Form 8-K filed November 7, 2014)**

Restated Equity Appreciation Rights Plan dated March 11, 2015 (incorporated by reference to Appendix A to Definitive Proxy Statement filed March 24, 2015)**

Lease Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015)

Seventh Amendment dated May 7, 2015 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed May 13, 2015)

Asset Purchase Agreement dated June 17, 2015 between the Company and Devicix, LLC (incorporated by reference to Form 10-Q filed August 5, 2015)

Restated Amendment to Employment Agreement with Michael Degen dated November 5, 2014 (incorporated by reference to Form 8-K filed November 5, 2015)**

Lease Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd.

(incorporated by reference to Form 10-K filed March 21, 2016).

Eighth Amendment dated February 22, 2016 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed February 24, 2016)

Ninth Amendment dated September 29, 2016 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 10-Q filed November 2, 2016)

Tenth Amendment dated January 12, 2018 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association.*

2018 Stock Incentive Plan approved by shareholders May 3, 2018 (incorporated by reference from the Definitive Proxy Statement filed March 22, 2018)

Employment Agreement with Matthew Mahmood dated May 15, 2018 (incorporated by reference to Form 8-K filed May 19, 2018)

Amended and Restated Employment Agreement with Richard Wasielewski dated May 15, 2018 (incorporated by reference to Form 8-K filed May 19, 2018)

2017 Stock Incentive Plan approved by shareholders May 3, 2017 (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed March 22, 2017).**

Amended and Restated Employment Agreement with Richard Wasielewski dated May 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 19, 2017).**

Loan and Security Agreement with Bank of America N.A.

dated June 15, 2018 (incorporated by reference to Form 8-K filed June 21, 2018)

dated June 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 21, 2017)

First Amendment dated December 29, 2017 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Form 8-K filed January 8, 2019)

Employment Agreement with Constance Beck dated January 8, 2019 (incorporated by reference to Form 8-K filed January 12, 2019)

(incorporated by reference to Exhibit 10.2 to Form 8-K filed January 8, 2018)

Lease Agreement dated February 21, 2018 by and between Manufacturing Assembly Solutions of Monterrey, Inc., a wholly owned Mexican subsidiary of the Company, and OPERADORA STIVA, S.A.

(incorporated by reference to Form 8-K filed February 27, 2019)

Consulting Agreement with Crosscourt Group, LLC dated February 22, 2019 (incorporated by reference to Form 8-K filed February 27, 2019)

(incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018)

Amendment to the Amended and Restated Employment Agreement with Richard Wasielewski dated December 19, 2018 (incorporated by reference to Exhibit 10.2 to Form 8-K filed December 21, 2018).**

Employment Agreement with Jay D.

Miller dated February 27, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 20, 2019).**

Second Amendment dated August 13, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 14, 2019).

Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019)

Employment Agreement with Curtis Steichen dated September 17, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 18, 2019).**

Third Amendment dated November 12, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 12, 2019).

First Amendment to Lease Agreement dated September 17, 2018 between the Company and AR Meridian Circle Owner, LLC, as successor to LSOP 3 MN 3, LLC.

Purchase and Sale Agreement between the Company and Essjay Investment Company, LLC dated June 24, 2020 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 11, 2020)

Fourth Amendment dated August __,2020 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.3 to Form 8-K filed September 1, 2020).

Employment Agreement with Christopher D.

Jones dated November 2, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 6, 2020).**

First Amendment to Employment Agreement with Jay Miller dated November 11, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 12, 2020).**

Subsidiaries of Nortech Systems Incorporated*

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*

Consent of Baker Tilly US, LLP*

Certification of the Chief Executive Officer and President pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*

1 unchanged sentence

Financial statements from the annual report on Form 10-K for the year ended December 31, 2020, formatted in XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.*

Filed electronically herewith.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures