ADDVANTAGE TECHNOLOGIES GROUP INC (Form: 8-K, Received: 04/06/2012 06:06:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 2, 2012

ADDVANTAGE TECHNOLOGIES GROUP, INC.

(Exact name of Registrant as specified in its Charter)

Oklahoma

(State or other Jurisdiction of Incorporation)

1-10799	73-1351610
(Commission File Number)	(IRS Employer Identification No.)

1221 E. Houston St., Broken Arrow, Oklahoma	74012
(Address of Principal Executive Offices)	(Zip Code)

(918) 251-9121

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, 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 (see General InstructionA.2. below):

□	Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On April 2, 2012, Kenneth A. Chymiak resigned from the office of President and Chief Executive Officer of ADDvantage Technologies Group, Inc. (the “Company”). As part of the Company’s executive transition plan, Mr. Chymiak, a member of the Company’s Board of Directors, has been appointed as Chairman of the Board. Kenneth A. Chymiak is the brother of David E. Chymiak, a member of the Company’s Board of Directors and Chief Technology Officer of the Company.

(b) On April 2, 2012, the Company appointed David Humphrey, age 56, as President and Chief Executive Officer. Prior to joining the Company, from 2010 to 2011, Mr. Humphrey was the Chief Executive Officer and Chief Financial Officer of TokenEx, an early-stage technology company focused on cyber security software, where he oversaw operations production, finance, purchasing, sales, product development and fund raising. From 2003 to 2010, Mr. Humphrey was the Chief Operating Officer of Oklahoma Equity Partners, a venture capital fund, where he was responsible for all operations of the venture fund. Mr. Humphrey graduated with a B.S. in chemical engineering from the University of Wisconsin and earned an MBA from Texas A&M University. Mr. Humphrey currently serves on the Board of Directors of Macrosolve, Inc., a position that he has held for two years.

(c) On April 2, 2012, the Company appointed David E. Chymiak, age 66, as its Chief Technology Officer. Mr. Chymiak is currently President of Tulsat Corporation, a wholly-owned subsidiary of the Company, which he acquired with Kenneth A. Chymiak in 1985. He is also a member of the Company’s Board of Directors and served as Chairman from September 1999 until April 2, 2012. David E. Chymiak is the brother of Kenneth A. Chymiak, the Chairman of the Board of Directors. Of the company’s outstanding common stock, David E. Chymiak owns approximately 26 percent, and he and Kenneth A. Chymiak together own approximately 48 percent. During fiscal years 2011 and 2010, the Company leased one property in Broken Arrow, Oklahoma from a company owned by David E. Chymiak and Kenneth A. Chymiak equally. The leased property is used by the Company as an overflow warehouse and is currently leased on a month-to-month basis for $7,500 per month. The lease payments made on this property totaled $90,000 for each of the fiscal years 2011 and 2010.

(d) On April 2, 2012, the Company entered into an employment agreement with David H. Humphrey providing for his employment as Chief Executive Officer (the “Employment Agreement”).

The term of the Employment Agreement commenced on April 2, 2012 and continues for an indefinite period. Pursuant to the Employment Agreement, Mr. Humphrey will earn an annual base salary of $200,000 (the “Base Salary”). Mr. Humphrey will be eligible for increases in the Base Salary as determined by the Compensation Committee. The Employment Agreement also provides that Mr. Humphrey shall be eligible to receive an annual bonus under the terms of the Company’s Senior Management Incentive Compensation Plan (“Bonus”), which will be prorated for the remainder of the Company’s fiscal year from April 2, 2012, to September 30, 2012.

The Employment Agreement provides for an initial award to Mr. Humphrey of an option to purchase 200,000 shares of the Company’s common stock, which will vest at the rate of one-fifth on each of the first through the fifth anniversaries of the date of grant, subject to the terms of the Company’s 1998 Incentive Stock Plan, as amended (the “Stock Plan”) and Mr. Humphrey’s execution of a Non-Qualified Stock Option Agreement.

If Mr. Humphrey’s employment is terminated by reason of his death or disability, voluntary termination other than for good reason or for cause, he will receive his Base Salary through the date that such termination is effective. In the event of his disability, he will be entitled to the benefits of any group disability or other insurance plan to the extent he has been accepted for coverage thereunder, in accordance with the provisions of such plans.

If Mr. Humphrey’s employment is terminated without cause, the Employment Agreement provides that he will receive three months’ monthly compensation, which includes his then-current monthly Base Salary, plus a monthly Bonus amount equal to 1/24 of the total of all Bonuses paid to Mr. Humphrey during the two most recently completed fiscal years, to be paid over a period of three months commencing on the 60 th day following the first regular payroll date following the date of termination.

If there is a change of control (as defined in the Employment Agreement) of the Company and Mr. Humphrey’s employment has been terminated by the Company for any reason other than cause, death or disability in anticipation of the change of control or within 12 months following the consummation of the change in control, or if Mr. Humphrey resigns for good reason (after the notice and cure periods and procedures in the Employment Agreement) within 12 months following a change of control of the Company, he will be entitled to receive six months’ monthly compensation, which includes his then-current monthly Base Salary, plus a monthly Bonus amount equal to 1/24 of the total of all Bonuses paid to Mr. Humphrey during the two most recently completed fiscal years, to be paid in a lump sum payment within 30 days of termination of employment.

Upon a termination of employment, Mr. Humphrey will be entitled to receive certain benefits subject to the terms and conditions of the Company’s employee benefits plans and in accordance with Company policy then in effect.

A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated by reference into this Item 5.02(e) as though fully set forth herein. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement. A copy of the form of Non-Qualified Stock Option Agreement under the Stock Plan is filed herewith as Exhibit 10.2 and is incorporated by reference into this Item 5.02(e) as though fully set forth herein.

(e) On April 2, 2012, the Company entered into a change in control agreement with Scott Francis, Vice President and Chief Financial Officer of the Company (the “Change in Control Agreement”).

If Mr. Francis’ experiences a separation from service resulting from (1) any termination of his employment by the Company without cause during the period commencing on the date the Company enters into a definitive agreement providing for any change of control (as defined in the Change in Control Agreement) of the Company and ending on the date that is 12 months following effectiveness of such change of control, (2) any termination of employment due to a successor’s failure to offer Mr. Francis an employment position with comparable compensation and other benefits that he received immediately prior to a change of control, or (3) any resignation by Mr. Francis for good reason during the period commencing on the date of any change of control and ending on the date 12 months after such change of control, the Change in Control Agreement provides that, on the 30 th day after such separation from service, Mr. Francis will receive a severance payment in a lump sum (subject to withholding taxes and other amounts required to be withheld by law) equal to the total of the amount of six months’ monthly base salary in effect immediately preceding the change of control, plus an amount equal to one-half of the average of the aggregate annual bonus payments made by the Company to Mr. Francis with respect to the two most recently completed fiscal years, in each case excluding the amount of any matching payments made by the Company to Mr. Francis’ account in the company’s 401(k) plan with respect to such payments.

On April 2, 2012, the Company granted to Mr. Francis an option to purchase 50,000 shares of the Company’s common stock, which will vest at the rate of one-fifth on each of the first through the fifth anniversaries of the date of grant, subject to the terms of the Stock Plan and Mr. Francis’ execution of a Non-Qualified Stock Option Agreement.

A copy of the Change in Control Agreement is filed herewith as Exhibit 10.3 and is incorporated by reference into this Item 5.02(e) as though fully set forth herein. The foregoing description of the Change in Control Agreement is qualified in its entirety by reference to the full text of the Change in Control Agreement. A copy of the form of Non-Qualified Stock Option Agreement under the Stock Plan is filed herewith as Exhibit 10.2 and is incorporated by reference into this Item 5.02(e) as though fully set forth herein.

(f) From time to time, the Company awards stock options and restricted stock pursuant to the Stock Plan. A copy of the form of Non-Qualified Stock Option Agreement under the Stock Plan is filed herewith as Exhibit 10.2, and a copy of the form of Restricted Stock Award Agreement is filed herewith as Exhibit 10.4.

Item 8.01 Other Events

On April 4, 2012, the Company issued a press release announcing the resignation of Kenneth A. Chymiak, as President and Chief Executive Officer and his appointment as Chairman of the Board of Directors, the appointment of David Humphrey, as President and Executive Officer, and the appointment of David E. Chymiak as Chief Technology Officer. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit 10.1

Employment Agreement with Mr. Humphrey

Exhibit 10.2

Form of Non-Qualified Stock Option Agreement under the Company’s 1998 Incentive Stock Plan, as amended

Exhibit 10.3

Change in Control Agreement with Mr. Francis

Exhibit 10.4

Form of Restricted Stock Agreement under the Company’s 1998 Incentive Stock Plan, as amended

The following exhibit is furnished herewith:

Exhibit 99.1

Press Release dated April 4, 2012, issued by the Company

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.

	ADDvantage Technologies Group, Inc.
	(Registrant)

	Date: April 5, 2012

	/s/ Scott Francis
	Scott Francis
	Vice-President & Chief Financial Officer

Exhibit Index

Exhibit Number	Description

10.1	Employment Agreement with Mr. Humphrey

10.2	Form of Non-Qualified Stock Option Agreement under the Company’s 1998 Incentive Stock Plan, as amended

10.3	Change in Control Agreement with Mr. Francis

10.4	Form of Restricted Stock Agreement under the Company’s 1998 Incentive Stock Plan, as amended

99.1	Press Release dated April 4, 2012, issued by the Company

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 2 nd day of April, 2012, by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation (the “Company”), and David H. Humphrey (“Executive”).

WHEREAS, the Company desires to obtain the services of the Executive in the manner hereinafter specified in its business, thereby retaining for the Company the benefit of the Executive’s business knowledge and experience, and also to make provisions for the payment of reasonable and proper compensation to the Executive for such services; and

WHEREAS, the Executive is willing to be employed by the Company and to perform the duties incident to such employment upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Employment and Duties . The Company hereby employs Executive, and Executive hereby agrees to serve, on the terms and conditions described herein. Executive shall be the President and Chief Executive Officer of the Company with such duties assigned to Executive under the Bylaws of the Company and by the Board of Directors of the Company. Executive shall report to the Board of Directors. Executive further agrees to use his best efforts to promote the interests of the Company, and to devote his full time and working attention to the business and affairs of the Company.

2. Term of Employment . This Agreement is effective upon the execution hereof and will continue in effect until terminated pursuant to Section 5 (the “Term”).

3. Compensation .

(a) Base Salary . As compensation for services hereunder and in consideration of Executive’s agreements set forth in Section 4 hereof, during the Term the Company shall pay Executive an initial annual salary of $200,000, which shall be payable in appropriate installments to conform with the Company’s normal pay practices, including regular payroll dates, appropriate proration and standard employee deductions such as income tax withholding and social security. The Base Salary may be reviewed periodically by the compensation committee of the Board of Directors of the Company. Future increases, if any, shall be determined by the Board of Directors of the Company and shall be entirely discretionary without the necessity of an amendment hereto.

(b) Benefits . The Executive shall be entitled to participate in any and all such additional benefits as are enjoyed from time to time by other employees, including senior executive employees, in accordance with the established practices and policies of the Company or the terms of applicable benefit plans, as the Company may in its absolute discretion create from time to time. The Executive shall be entitled to perquisites offered to senior executives of the Company. The Company reserves the right to alter, amend or terminate all such benefits and perquisites at any time with or without notice. Nothing

herein shall preclude the Company from amending, modifying or terminating any employee benefit plans or perquisites at any time, without prior notice.

(d) Travel Expenses . Executive shall be entitled to reimbursement of his actual and reasonable out-of-pocket expenses incurred in connection with out-of-town travel conducted by Executive at the Company’s request and in accordance with the Company’s policy. Such expenses shall be limited to ordinary and necessary items, and shall be substantiated by vouchers, receipts or similar documentation. In the event that Executive uses his personal automobile for business purposes, the Company shall reimburse Executive for any such documented mileage incurred at the then effective Standard Mileage Rate (as defined annually by the Internal Revenue Service).

(e) Vacation and Sick Leave . Executive shall be entitled to vacation and sick leave in accordance with the Company’s policies; provided, however, that notwithstanding anything in the Company’s policies to the contrary, Executive shall receive at least three (3) weeks paid vacation per calendar year.

(f) Incentive Compensation . For services rendered by the Executive in the course of the employment hereunder and depending on the achievement of business goals, the Executive may be eligible to receive an annual variable, at-risk payment (the “Bonus”) as defined in the ADDvantage Senior Management Incentive Compensation Plan. For the period between the date hereof to the end of the Company’s current fiscal year, the Executive’s target Bonus will be prorated from April 2, 2012 to September 30, 2012. At all times, the Bonus, including any future increases, shall be determined by the Board and shall be entirely discretionary without the necessity of an amendment hereto. There is no guarantee of a Bonus in any particular year and under no circumstances is the Bonus to be considered part of the Executive’s Base Salary.

(g) Stock Option . Executive shall be granted an option to purchase up to 200,000 shares of the common stock of the Company granted pursuant to the Company’s 1998 Incentive Stock Plan, as amended, and that certain Non-Qualified Stock Option Agreement of even date herewith.

(h) Clawback Provisions . Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). Executive specifically authorizes the Company to withhold from his future wages any amounts that may become due under this provision. This Section 3(h) shall survive the termination of this Agreement for a period of three (3) years.”

Confidentiality; Covenant Non-Solicitation; Non-Disparagement .

(a) Non-Disclosure . Executive hereby agrees that at all times, both during his

employment and after his termination, he will:

i. maintain the confidentiality of all Confidential Information (as defined below) and not copy or otherwise reproduce, publish, sell, use, make any commercial use of, exploit, disclose, divulge, demonstrate or make possible the reverse engineering and/or reverse compilation of any Confidential Information of the Company or any of its Affiliates (as defined below), or any part or parts thereof, directly or indirectly to any person or entity (other than the Company or any of its Affiliates or designees), except (A) at the request and authorization of the Company, (B) to the extent necessary to comply with the law or the valid final order of a court or governmental agency of competent jurisdiction, in which event Executive shall notify the Company as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information, or (C) in order to properly carry out Executive’s duties to the Company hereunder in the normal course of business; and

ii. assign, and hereby does assign, to the Company any and all rights which the Executive might otherwise claim in and to any Confidential Information and to all granted or applications for letters patent or copyrights therefor in all countries where the business of the Company is carried on or conducted by the Company or any of its Affiliates, and shall promptly deliver to the Company such written instruments and cooperate and do such other acts as may be necessary in the opinion of the Company to preserve the Company’s rights in and to the Confidential Information against forfeiture, abandonment or loss and to obtain and maintain letters patent or copyrights and to vest the entire right and title thereto exclusively in the Company.

As used in this Agreement, the term “Affiliate” shall mean and include any other corporation, partnership or other entity or enterprise which, directly or indirectly, is controlled by, controls, or is under common control with, the Company. For the purposes of the preceding sentence, the word “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or partnership interest or by contracts.

Executive further agrees and acknowledges that such Confidential Information, as between the Company and Executive, shall be deemed and at all times remain and constitute the exclusive property of the Company, whether or not patentable or copyrightable, that the Company has reserved and does hereby reserve all rights in and to the same for all purposes and to take all necessary and appropriate precautions to avoid the unauthorized disclosure of any Confidential Information.

In the event Executive’s employment with the Company terminates for any reason, Executive shall, upon request by the Company, promptly return to the Company all property of the Company and its Affiliates in his possession or under his direct or indirect control, including, without limitation, all Confidential Information and all equipment, notebooks and materials, reports, notes, contracts, memoranda, documents and data of the Company or any of its Affiliates or constituting or relating to the

Confidential Information (and any and all copies thereof) whether typed, printed, written or on any source of computer media.

(b) Confidential Information . For purposes of this Agreement, the term “Confidential Information” shall mean and include but shall not be limited to any and all knowledge, information or data, whether written or oral, and if written, howsoever produced or reproduced, whether or not denoted or marked confidential, which is the proprietary information of the Company or any of its subsidiaries or other Affiliates relating to the business affairs, assets and operations of the Company (whether or not a trade secret), including, without limitation:

i. all research, designs, developments, know-how, computer programs, algorithms, models, software or programming, summaries, reports, drawings, charts, specifications, descriptions, routines, processes, inventions, discoveries, trade secrets, methods, improvements, adaptations, and similar proprietary concepts and ideas and related documentation;

ii. the terms of this Agreement, and of any other agreement or contract between the Company and Executive to the extent required by any such other agreement or contract (subject to the Company’s reporting obligations under the Federal and State securities laws and regulations);

iii. any information concerning or belonging to the Company’s customers or the existing and contemplated projects or programs of the Company and its customers to the extent such information has been obtained as a result of Executive’s role as an employee, manager or officer of the Company;

iv. any methods of operation, programming plans, marketing plans, techniques, technical plans, strategic plans, distribution plans, transmission plans, production plans, finances, budgets, salary information, sources of supply and materials and costs, discount and pricing practices, contractual arrangements and negotiations; and

v. any other information of similar or dissimilar nature that the Company designates as Confidential Information (whether or not owned or developed by the Company) and/or that is proprietary to or within the unique knowledge of the Company (whether or not discovered, originated or developed in whole or in part by the Executive),

and which is used or developed by the Company or any of its Affiliates at any time during the period of Executive’s employment by the Company, as well as any financial information regarding the Company or any of its Affiliates which was disclosed to or learned by Executive during such period; provided , however , Confidential Information does not include information which becomes freely and generally available to the public through no fault or wrongful act of Executive.

(c) Non-Solicitation . Executive hereby agrees that during the Term and thereafter for a period of one year following the date on which Executive is no longer

employed by the Company, he will not, directly or indirectly, on Executive’s own behalf or on the behalf of any Business Entity:

(i) solicit the employment of any individual who is then currently or, was, within 90 days of any solicitation for employment, an employee of the Company or interfere with the relationship between the Company and an employee of the Company;

(ii) induce an established customer of the Company existing at any time during the Term (a “Customer”) to cancel any order previously placed with the Company.; and

(iii) solicit from any Customer of the Company the sale of any goods, services, combination of goods and services or any other business opportunity which is competitive to its business or to the relationship between the Company and the Customer.

For the purpose of this Section 4(c), the term “Business Entity” shall mean any person, partnership, corporation, or other business entity that is in competition or intends to be in competition, or as a result of or following Executive’s employment with such business entity intends to be in competition, with any business carried on by the Company prior to the date hereof or hereafter conducted by the Company during the Term in any county of any state in the United States or any other country or nation where business is then carried on or conducted (directly or indirectly) by the Company. The Company shall provide notice to Executive of any activity or pursuit which it claims is in violation of any provision of this Agreement, setting forth with reasonable specificity the basis of such claim.

(d) Non-Disparagement . During the Term and for a period of two (2) years thereafter, Executive will not knowingly and materially disparage, criticize, or otherwise make any derogatory statements regarding the Company or any of its Affiliates. During the Term and for a period of two (2) years thereafter, the Company will not knowingly and materially disparage, criticize, or otherwise make any derogatory statements regarding Executive. Notwithstanding the foregoing, nothing contained in this Agreement will be deemed to restrict Executive, the Company or any of the Company’s current or former officers and/or directors from (1) providing information to any governmental or regulatory agency (or in any way limit the content of any such information) to the extent they are requested or required to provide such information pursuant to applicable law or regulation or (2) enforcing his or its rights pursuant to this Agreement.

(e) Injunctive Relief . Executive acknowledges that the Company’s remedy at law for any breach of the provisions of this Section 4 is and will be insufficient and inadequate and that the Company shall be entitled to equitable relief, including by way of temporary restraining order, temporary injunction, and permanent injunction, in addition to any remedies the Company may have at law. If either party files suit to enforce or to enjoin the enforcement of any of the provisions of this Section 4, the Company shall be entitled to recover, in addition to all other damages or remedies provided for herein, all of

its costs incurred in prosecuting or defending such suit, including reasonable attorneys’ fees, if the Company prevails in such suit.

(f) Severability . The parties hereto agree that the duration and area for which the covenant not to compete set forth in Section 4(c) above is to be effective are reasonable. In the event that any court determines that the time period and/or the area are unreasonable and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that this covenant shall be deemed to be a series of separate covenants, one for each and every county within the United States of America or in any other country or nation where business is then carried on or conducted (directly or indirectly) by the Company. In the event that any court determines that the requirement that Executive assign a certain class or classes of Confidential Information to the Company is unreasonable and that such covenant is to that extent unenforceable, the parties hereto expressly agree that the covenant shall be interpreted to not apply to any Confidential Information which falls into such a class or classes.

(g) Ownership of Ideas . In addition to any other restrictions hereunder, Executive shall not furnish at any time during the Term to any other entity, person or persons any proposal or idea previously submitted to the Company or any of its Affiliates by Executive or developed by Executive during the Term hereof, whether or not such proposal or idea was adopted by or in any way utilized by the Company or any such Affiliates, except after compliance with the Company’s policy on conflicts of interest. Executive hereby grants and assigns the Company all rights (including, without limitation, any copyright or patent) in the results and proceeds of all of Executive’s services hereunder performed within the scope of Executive’s employment. All such services shall be subject in all respect to the reasonable supervision, control and direction of the President.

(h) Disclosure of Ideas . The Executive will disclose to the Company all ideas and business plans developed by him during the Term which arise in connection with the services performed by him for the Company, and which relate to the business of the Company or its Affiliates, including without limitation any process, operation, or improvement which may be patentable or copyrightable. Executive agrees that such property will be the property of the Company and that he shall at the Company's request and expense do whatever is necessary to secure the rights thereto by a patent, copyright or otherwise to the Company.

(i) Further Assurances . Executive will, during the Term, execute and deliver any further agreements or certifications as the Company may reasonably request provided that such agreements and certifications are consistent with Executive’s rights and privileges hereunder.

5. Termination. The Term and any and all other rights of Executive under this Agreement or otherwise as an employee of the Company will terminate (except as otherwise provided in this Section 5): (i) upon the death of the Executive, (ii) upon the Disability (as defined in Section 5(a)(i)) of Executive immediately upon notice from either party to the other, (iii) For Cause (as defined in Section 5(a)(ii)) immediately upon notice from the Company to

Executive or at such later time as the notice may specify, (iv) upon not less than 30 days’ prior notice from Executive of his resignation or notice from the Company of the termination of the Executive without cause.

(a) Definitions . The following terms as used in this Section 5 shall have the definitions set forth below:

i. Definition of “Disability” . For purposes of this Section 5, Executive will be deemed to have a “Disability” if, for physical or mental reasons, Executive is unable to perform the essential functions of Executive’s duties under this Agreement for 90 consecutive days, or 180 days during any twelve-month period, as determined in accordance with this Section 5(a)(i). The disability of Executive will be determined by a medical doctor selected by written agreement of the Company and Executive upon the request of either party by notice to the other. If the Company and Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether Executive has a disability. The determination of the medical doctor selected under this Section 5(a)(i) will be binding on both parties. Executive must submit to a reasonable number of examinations by the medical doctor making the determination of disability under this Section 5(a)(i), and Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. If Executive is not legally competent, Executive’s legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, under this Section 5(a)(i), for the purposes of submitting the Executive to the examinations, and providing the authorization of disclosure, required under this Section 5(a)(i).

ii. Definition of “For Cause”. For purposes of this Section 5, the phrase "For Cause" means and includes one or more of the following:

(a) conviction of a felony or pleading guilty to a felony charge;

(b) participation as an employee, officer or principal owner/organizer in any business engaged in activities in direct competition with Company without the consent of Company;

(d) other offenses against Company, including without limitation theft, embezzlement, dishonesty, gross and willful violation of Company policy, or the release of proprietary or confidential information in a manner that would be detrimental to Company's best interest.

iii. Definition of “Change of Control”. For purposes of this Section 5, the term "Change in Control" means a “change of control event”, as such term is defined in United States Treasury Regulations (“Regulations”) promulgated under section 409A of the Internal Revenue Code of 1986, as amended (“Section

409A”), that results from the occurrence of any of the following events:

(a) any individual, corporation, limited liability company, partnership, group (other than Chymiak family members), association or other entity or "person," as such term is defined in Section 14(d) of the Securities Exchange Act of 1934, as amended (a "Person"), is or becomes the "beneficial owner," as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, directly or indirectly, of 50% or more of outstanding securities of Company having the right to vote at elections of directors;

(b) Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of Company or such surviving entity outstanding immediately after such merger or consolidation;

(d) any Person, together with any of its affiliates, acquires, directly or indirectly, the voting power to elect a majority of the members of the Board of Company (other than the acquisition and voting of proxies by management of Company to elect members to the Board of Directors in the normal course at an annual meeting of shareholders that is not, directly or indirectly, in connection with, or for the purpose of, effecting a "change of control);" or

(e) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.

iv. Definition of Good Reason. " Good Reason " means the occurrence of any of the following conditions, without Executive's informed written consent:

(a) a substantial diminution in Executive's position, responsibilities, duties or compensation after a Change in Control as measured against Executive's position, responsibilities, duties and compensation immediately prior to a Change of Control; or

(b) Company's requiring Executive to be based at any office or location more than 35 miles from the office where Executive was employed immediately preceding the Change of Control, so long as the condition identified also constitutes “good reason” under the Regulations.

v. Definition of “Severance Payment” . means the payment to be made to Executive pursuant to Section 5(b)(ii) or (iii) hereof, which shall be equal to the total of (a) the amount of the three (in the case of a termination pursuant to Section 5(b)(ii)) or six (in the case of a termination pursuant to Section 5(b)(iii)), months’ monthly compensation being paid by Company to Executive immediately preceding the effective date of (x) termination of employment (in the case of a termination pursuant to Section 5(b)(ii)) or (y) Change in Control. For purposes of this definition, the term “monthly compensation” shall mean (1) the monthly Base Salary plus (2) the total amount of the Bonuses paid to Executive over the prior two years by the Company divided by the lesser of 24 or the number of completed months since the commencement of his employment. For these purposes, monthly compensation shall not include the amounts of any matching payments made by the Company to Executive’s account in the Company’s 401(k) Plan with respect to such either the Base Salary or Bonuses.

(b) Termination Pay . Effective upon the termination of this Agreement, the Company will be obligated to pay Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 5(b), and in lieu of all other amounts and in settlement and complete release of all claims Executive may have against the Company. For purposes of this Section 5(b), Executive’s designated beneficiary will be such individual beneficiary or trust, located at such address, as Executive may designate by notice to the Company from time to time or, if Executive fails to give notice to the Company of such a beneficiary, Executive’s estate. Notwithstanding the preceding sentence, the Company will have no duty, in any circumstances, to attempt to open an estate on behalf of Executive, to determine whether any beneficiary designated by Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as Executive’s personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.

i. Death, Disability, Voluntary Termination by Executive without Good Reason or Termination by the Company for Cause. In the event Executive’s employment is terminated by reason of (a) his Death or Disability, (b) his voluntarily termination other than for Good Reason, or (c) the Company’s termination of Executive’s employment For Cause, Executive will be entitled to receive his Base Salary only through the date such termination is effective. Upon the Disability of Executive, Executive will be entitled to the benefits of any group disability or other insurance plan of the Company to the extent Executive has been accepted for coverage thereunder and is entitled to any benefits pursuant to the express provisions of such plans.

ii. Other Termination. If Executive’s employment with the Company is terminated other than as contemplated under Section 5(b)(i) above or Section 5(b)(iii) below, the Company will pay Executive the applicable Severance Payment over a period of three months commencing on the 60 th day following the first regular payroll date following the date of termination. If Executive’s employment with the Company is terminated pursuant to Section 5(b)(iii) below, the Company will pay Executive the applicable Severance Payment in a lump sum

made within 30 days of such termination of employment.

iii. Change of Control. If there is a Change of Control of the Company and:

Executive's employment with the Company has been terminated by the Company for any reason other than Cause, death or Disability in anticipation of the Change of Control or within 12 months following the consummation of the Change of Control and such termination constitutes a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); or

Within 12 months following the consummation of the Change of Control, Executive resigns his employment with the Company for Good Reason effective no later than 90 days following the occurrence of the condition giving rise to Good Reason (with not less than 60 days' prior notice to the Company of such resignation and the Company has not cured the Good Reason within 10 days of receipt of such notice);

Executive will be entitled to receive the applicable Severance Payment, which shall be made in a lump sum within 30 days of such termination of employment.

iv. Benefits. Except as required by law or as otherwise provided herein, the Executive will be entitled to accrued Benefits pursuant to such plans only as provided in such plans. Upon a termination of Executive, the Company shall maintain and pay for the Benefits only in accordance with Company policy then in effect.

(c) Conditions to Receipt of Severance Payment . The receipt of any Severance Payment or continued Benefits pursuant to Section 5 will be subject to Executive signing and not revoking a release of claims agreement in substantially the form attached as Exhibit A , but with any appropriate reasonable modifications, reflecting changes in applicable law, as is necessary to provide the Company with the protection it would have if the release of claims were executed as of the date of this Agreement. No Severance Payment or continued Benefits will be paid or provided until the release of claims agreement becomes effective. Executive shall have up to thirty (30) days following Executive’s termination of employment to consider and deliver such executed separation and release of claims agreement to the Company. The Company agrees that it will execute and deliver to Executive said separation and release of claims agreement no later than eight (8) days after it receives a copy of such agreement executed by Executive. Company agrees that it will be bound by such separation and release of claims agreement and that same will become effective from and after the effective date thereof, even if Company fails or refuses to execute and deliver same to Executive. The receipt of any Severance Payment or continued Benefits pursuant to Section 5 will also be subject to Executive complying with the requirements of Section 4.

6. Notices . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have

been duly given when personally delivered, when transmitted by telecopy with receipt confirmed, or one day after delivery to an overnight air courier guaranteeing next day delivery, addressed as follows:

If to Executive : David H. Humphrey

11519 S. Hudson Ave.

Tulsa, OK 74137

Fax No. (918) ________________

If to the Company : ADDvantage Technologies Group, Inc

1221 East Houston

Broken Arrow, OK 74012

Fax No. (918) 251-1138

Attention: Chairman of the Compensation Committee of the Board of Directors

or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

7. Other Agreements . Executive warrants to the Company that he has no obligations inconsistent herewith, that the execution and performance of this Agreement by him will not constitute a breach of any other Agreement by which he is bound, and that he does not possess any trade secret or confidential information related to the business of the Company which he is prohibited from disclosing to the Company or using for its benefit. Executive shall not enter into any agreement, either written or oral, in conflict with this agreement.

8. Successors and Assigns . This Agreement is personal and non-assignable by Executive. It shall inure to the benefit of any corporation or other entity with which the Company shall merge or consolidate or to which the Company shall lease or sell all or substantially all of its assets and may be assigned by the Company to any Affiliate of the Company or to any corporation or entity with which such Affiliate shall merge or consolidate or which shall lease or acquire all or substantially all of the assets of such Affiliate; provided that as a condition to such sale of assets or merger, the purchaser or surviving company, as the case may be, shall have assumed the obligations of the Company under this Agreement.

9. Code Section 409A.

(a) The parties intend this Agreement to comply with or be excepted from the requirements of Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”).

(b) Notwithstanding anything in the Agreement to the contrary, the payment (or commencement of a series of payments) under the Agreement of any nonqualified deferred compensation (within the meaning of Section 409A) upon a termination of employment shall be delayed until such time as Executive has also undergone a Separation from Service, at which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment under this Agreement) shall be paid (or commence to be paid) to Executive on the schedule set forth

in this Agreement as if Executive had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”

(c) To the extent that the Agreement provides for any payments of nonqualified deferred compensation (within the meaning of Section 409A) to be made in installments (including, without limitation, any Severance Payments), each such installment shall be deemed to be a separate and distinct payment for purposes of Section 409A.

(d) To the extent that any right to reimbursement of expenses under the Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

(e) Notwithstanding anything herein to the contrary, if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A, including, without limitation, exclusions for separate installment payments and exclusions under Section 1.409A-1(b)(9)(iii) of the Department of Treasury Regulations) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, any such payment of nonqualified deferred compensation (within the meaning of Section 409A) that is otherwise required to be made under the Agreement to the Executive upon Executive’s Separation from Service shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(f) To the extent any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under the Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a release of claims as contemplated by Section 5(c) above, such amounts shall commence to be paid on the first payroll date following the 60th day following the date of Executive’s Separation from Service; provided that Executive has executed and not revoked such release prior to such 60th day and any applicable revocation period has expired.

(g) To the extent that any amount of nonqualified deferred compensation (within the meaning of Section 409A) payable pursuant to the Agreement becomes subject to set-off,

counterclaim, or recoupment of amounts owed by Executive to the Company or any of its affiliates, and to the extent such amount so subject to set-off, counterclaim, or recoupment is payable in installments, such set-off, counterclaim, or recoupment shall not modify the amount or the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule.

(h) Notwithstanding any provision of the Agreement to the contrary, in the event that the Company determines that any amounts payable pursuant to this Agreement will be immediately taxable to Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify Executive for failure to do so) to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company or the Executive and/or (ii) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the imposition of taxes or penalties on Executive under Section 409A. In no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive by Section 409A or any damages for failing to comply with Section 409A, other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A.

10. Miscellaneous . The language of this Agreement and all parts hereof shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party hereto. No waiver of any provision hereof by any party hereto shall be binding unless such waiver shall be evidenced by a writing signed by such party. This Agreement may not be modified in any manner except by instruments in writing signed by both parties hereto. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. The headings of the various Sections in this Agreement are solely for the purpose of convenience and shall not be relied upon in construing any provision hereof. This Agreement shall be governed and construed in accordance with the laws of the State of Oklahoma without regard to any conflicts of law principles. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

11. Executive Acknowledgment . Executive acknowledges (a) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year first above written.

Company:

ADDVANTAGE TECHNOLOGIES GROUP, INC.

By: /s/ Ken Chymiak

Name: Ken Chymiak

Title: Chairman of the Board

Executive:

/s/ David Humphrey

David L. Humphrey

EXHIBIT A

RELEASE OF CLAIMS AGREEMENT

In consideration for the payment of the severance described in the Employment Agreement by and between ____________ (the “Executive’) and ___________________ (the “Company”) (the “Employment Agreement”), dated as of _______, 20__ (the “Employment Agreement”), the Executive for himself, and for his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasers”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company, its subsidiaries, affiliates and divisions and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through under or in concert with any of them (collectively, “Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, which the Executive and Releasers had, now have, or may have in the future against each or any of the Releasees (collectively “Executive/Releaser Actions”) from the beginning of the world until the date hereof. This release also includes, but is not limited to, a release by Executive of any claims for breach of contract, mental pain, suffering and anguish, emotional upset, impairment of economic opportunities, unlawful interference with employment rights, defamation, intentional or negligent infliction of emotional distress, fraud, wrongful termination, wrongful discharge in violation of public policy, breach of any express or implied covenant of good faith and fair dealing, that the Company has dealt with Executive unfairly or in bad faith, and all other common law contract and tort claims. Executive is not waiving any rights or claims that may arise after this Release is signed by Executive.

The Executive acknowledges that: (i) this entire Release is written in a manner calculated to be understood by him; (ii) he has been advised to consult with an attorney before executing this Release; (iii) he was given a period of twenty-one days within which to consider this Release; and (iv) to the extent he executes this Release before the expiration of the twenty-one day period, he does so knowingly and voluntarily and only after consulting his attorney. The Executive shall have the right to cancel and revoke this Release by delivering notice to the Company pursuant to the notice provision of Section 6 of the Employment Agreement prior to the expiration of the seven-day period following the date hereof, and the severance benefits under the Employment Agreement shall not become effective, and no payments or benefits shall be made or provided thereunder, until the day after the expiration of such seven-day period (the “Revocation Date”). Upon such revocation, this Release and the severance provisions of the Employment Agreement shall be null and void and of no further force or effect.

Notwithstanding anything herein to the contrary, the sole matters to which the Release does not apply are: (i) the Executive’s rights to indemnification (whether arising under applicable law, the Company’s articles of organization or operating agreement, , indemnification agreement or otherwise) and directors and officers liability insurance coverage to which he was entitled immediately prior to ___with regard to his service as an employee of the Company; (ii) the Executive’s rights under any tax-qualified pension or claims for accrued vested benefits or rights under any other employee benefit plan, policy or arrangement (whether tax-qualified or not) maintained by the Company or under COBRA; and (iii) the Executive’s rights under Section 5 of the Employment Agreement (which are subject to Section 5(c) of the Employment Agreement) which are intended to survive termination of employment, (iv) the Executive’s rights under Sections 3 and 5 of the Employment Agreement which are intended to survive termination of employment.

This Release is the complete understanding between the Executive and the Company in respect of the subject matter of this Release and supersedes all prior agreements relating to the same subject matter. The Executive has not relied upon any representations, promises or agreements of any kind except those set forth herein in signing this Release.

In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release shall remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

6.	This Release shall be governed by and construed in accordance with the laws of the State of Oklahoma, without reference to principles of conflict of laws.

The parties agree that any and all disputes arising out of, or relating to, the terms of this Agreement, their interpretation, and any of the matters herein released, shall be subject to binding arbitration in Oklahoma before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties agree that the prevailing party in any arbitration shall be awarded its reasonable attorneys’ fees and costs. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This section shall not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to Executive’s obligations under this Agreement and the agreements incorporated herein by reference.

8.	This Release inures to the benefit of the Company and its successors and assigns.

Signature page follows.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

______________________________________.

Dated: _______________ By

[NAME]

[TITLE]

Dated: ________________

_____________________________

Exhibit 10.2

NON-QUALIFIED STOCK OPTION AGREEMENT

Under The ADDvantage Technologies Group, Inc.

1998 Incentive Stock Plan

This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), made and entered into as of April 2, 2012, by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation (the “Company”), and the below named employee of the Company (the “Optionee”);

WITNESSETH:

WHEREAS, in consideration of the presently existing relationship between the Company and the Optionee, and as an additional inducement to Optionee to maintain his relationship with the Company and in order to provide a means for Optionee to acquire a proprietary interest in the Company, it is agreed between the Company and Optionee as follows:

1. Defined Terms . As used herein, the following terms shall have the following meanings:

(a) “Plan” shall mean the ADDvantage Technologies Group, Inc. 1998 Incentive Stock Plan, including any amendments thereto.

(b) “Optionee” shall mean ___________________.

(d) “Expiration Date” shall mean ________________.

(e) “Exercise Price” shall mean $______ per share.

(f) “Board” shall mean the Board of Directors of the Company.

2. Option Grant . The Company hereby grants to Optionee, subject to the terms hereof and the terms of the Plan, the right and option to purchase all or any part of the Option Shares on or before the Expiration Date (the “Option”); provided, however, that the Option shall mature and become exercisable __________________________________________________. No exercise as to a portion of the Option Shares shall preclude a later exercise or exercises as to additional portions. The Option shall be exercisable only (a) as provided in paragraph 3(b) hereof, (b) during such time as Optionee remains in the employ of the Company, (c) in the event of disability (for purposes of this Agreement, Optionee shall be considered disabled if he/she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months) during employment, until the Expiration Date, or (d) in the event of death during employment, until the earlier of the Expiration Date or one year after Optionee's death.

3. Terms and Conditions of the Option . The Option shall be subject to the following terms and conditions:

(a) Exercise Price . The price to be paid for each of the Option Shares with respect to which the Option is exercised shall be the Exercise Price.

(b) Exercise of Option . The Option shall be exercisable as specified herein and in the Plan. Payment of the Exercise Price for the number of shares as to which the Option is being exercised may be (i) in cash, (ii) in shares of Common Stock held by the Optionee having an aggregate fair market value, as determined as of the close of business on the day on which such Option is exercised, equal to the Exercise Price, (iii) if permitted by the Board, by delivery of Optionee's promissory note in the amount of the Exercise Price, which note shall provide for full personal liability of the maker and shall contain such other terms and provisions as the Board may determine, (iv) by delivery of irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds necessary to pay for all Common Stock acquired through such exercise and any tax withholding obligations resulting from such exercise, (v) by the withholding by the Company, pursuant to a written election delivered by the Optionee to the administrator of the Plan on or prior to the date of exercise, from the shares of Common Stock issuable upon any exercise of the Option that number of shares having a fair market value as of the close of business on the day on which such Option is exercised equal to such Exercise Price, (vi) by constructive delivery of shares of Common Stock held by the Optionee having an aggregate fair market value, as determined as of the close of business on the day of exercise, equal to the Exercise Price effected through providing the Company with a notarized statement on or before the day of exercise attesting to the number of shares owned by the Optionee that will serve as the Exercise Price payment shares, or (vii) by a combination of such methods. The Option shall not be exercisable with respect to fractions of a share.

(c) Notice of Exercise . Each exercise of the Option shall be by written notice to the Company. Each such notice shall state the number of Option Shares with respect to which the Option is being exercised and shall specify a date, not less than five nor more than ten days after the date of such notice, as the date on which the shares will be delivered and payment made therefor at the principal offices of the Company. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, then the date for delivery of such shares against payment therefor shall be extended for the period necessary to take such action. In the event of any failure to pay for the number of shares specified in such notice on the date set forth therein, subject to such date being extended as provided above, the Option shall terminate with respect to such number of shares, but shall continue with respect to the remaining shares covered by this Agreement and not yet acquired by exercise of the Option or any portion thereof.

(d) Investment Representation . If shares of stock issued pursuant to exercise of the Option have not been registered under the Securities Act of 1933, as amended, and in the opinion of counsel for the Company such stock can be issued without such registration only in a so-called “private placement” ( i.e. , “transactions by an issuer not involving any public offering” exempted by Section 4(a) of said Act, so that such stock constitutes so-called “investment stock”), Optionee agrees to represent and warrant in writing at the time of any exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares, and further agrees that shares so acquired may be appropriately legended and will be sold or transferred only in accordance with the rules and regulations of the Securities and Exchange Commission or any applicable law, regulation, or rule of any governmental agency.

(e) Taxes . Optionee shall pay all original issue or transfer taxes and all other fees and expenses incident to the issue, transfer, or delivery of Option Shares.

(f) No Rights Until Issue . No right to vote or receive dividends or any other rights as a stockholder of the Company shall exist with respect to the Option Shares, notwithstanding the exercise of the Option, until the issuance to the Optionee of a stock certificate or certificates representing such shares.

(g) Anti-Dilution . In the event of a merger, consolidation, reorganization, recapitalization, stock dividend, “split-up” or other change in the corporate structure or capitalization of the Company, the number of Option Shares and the Exercise Price shall be subject to appropriate adjustments as described in the Plan.

The Option is also subject to, and, by accepting and executing this Agreement, Optionee agrees to be bound by, all of the terms, provisions, limitations and conditions of the Plan.

4. Cancellation or Reduction . The Board may elect to cancel the Option or reduce the number of Option Shares at any time prior to the exercise of the Option, as described in the Plan.

5. The Plan; Tax Withholding . Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof and hereby accepts the Option subject to all such terms and provisions. Optionee hereby authorizes the Company to withhold in accordance with applicable law from any compensation payable to Optionee any income taxes required to be withheld by federal, state or local law as a result of the exercise of the Option and agrees that payment of such withholding taxes shall be a condition precedent to the exercise of any option hereunder.

6. Binding Agreement . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, trustees, successors and assigns.

EXECUTED as of the day and year first above written.

ADDVANTAGE TECHNOLOGIES GROUP, INC.

____________________________

Name:

Title:

Optionee

_______________________________

Name:

EXHIBIT 10.3

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is made and entered into this 2nd day of April, 2012, by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation ("Company"), and Scott A. Francis ("Executive"). Capitalized terms used in this Agreement shall have the meanings set forth in Section 5 below, unless the context clearly requires a different meaning.

RECITALS

A. Executive is a key employee of Company who possesses valuable knowledge of Company, its business and operations and the markets in which Company competes.

B. Company recognizes that the uncertainty resulting from a Change in Control could adversely affect Company's ability to retain and motivate its key employees, including Executive.

C. Company and Executive believe that the existence of this Agreement will serve as an incentive to Executive to remain in the employ of Company and will enhance Company's ability to call on and rely upon Executive in the event that a Change of Control occurs.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Purpose . The purpose of this Agreement is to provide compensation to Executive upon Executive's Termination Upon Change in Control (as that term is defined below). Executive acknowledges that his employment is and will continue to be "at will" and that this Agreement does not obligate Company to continue to employ Executive for any specific period of time, or in any specific role. Company may assign Executive to other duties, and either Executive or Company may terminate Executive's employment at any time for any reason.

2. Severance Payment . On the thirtieth day after the occurrence of a Termination Upon Change of Control (or such later date as provided in Section 3 below), Company shall pay Executive the Severance Payment (as defined below) in a lump sum if the condition set forth in Section 3 below has been satisfied or otherwise waived by Company. The Severance Payment to be made pursuant to this Section 2 shall be subject to withholding taxes and other amounts required to be withheld by law.

3. Condition to Severance Payment . Payment of the Severance Payment to Executive as described in Section 2 above shall be conditioned upon the execution and delivery by Executive of an agreement in form and substance as reasonably required by

Company, which shall, at Company's sole election, provide, among other things, that Executive shall:

(a) release any and all claims that Executive might have against Company that in any way relate to Executive's employment with Company; provided, however, that Executive shall not be required to release any rights Executive may have to be indemnified by Company under the terms of its bylaws or any indemnification agreements to which Company and Executive are or may become parties covering liability the Executive may incur by reason of her actions or inactions in connection with her employment by Company or any of its affiliates;

(b) keep confidential and not divulge or make accessible to any third party any confidential and proprietary information concerning Company that has been given or disclosed to or obtained by Executive through the course of Executive's employment with Company; and

(c) not take, or cause others to take, any action that interferes or is likely to interfere with the operation, business or prospects of Company, or that could in any other way harm or injure Company, including without limitation (i) soliciting, contacting, calling upon, communicating with or attempting to communicate with any customer of Company, or any representative of any customer of Company, with a view to selling or providing any products or services similar to the products and services offered or under development by Company or any of its affiliates, and (ii) soliciting for employment or engagement, or attempting to employ or engage, any employee or independent contractor of Company or any of its affiliates;

provided, however, that the condition described in this Section 3 shall be deemed waived by Company if Company fails to deliver to Executive such agreement on or before 15 days after a Termination Upon Change of Control. Executive shall have up to 30 days following his receipt of such agreement to consider and deliver such executed agreement to the Company. If such executed agreement is not delivered (or is delivered and then revoked) prior to the thirtieth day after such receipt, the Severance Payment due pursuant to Section 2 above shall be paid promptly thereafter, but in no event later than 15 days following such delivery. In the event that the Company fails to deliver such agreement within 15 days following the Executive’s Termination Upon a Change in Control and the requirement for such agreement is thereby waived, the Severance Payment shall be paid as provided in Section 2 above. The agreement to be executed and delivered by Executive pursuant to this Section 3 shall provide that the restrictions described in paragraphs (b) and (c) of this Section 3 shall be applicable to Executive for a period of one year after a Termination Upon Change of Control.

4. Code Section 409A .

(b) To the extent that any right to reimbursement of expenses under the Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

(c) Notwithstanding anything herein to the contrary, if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the termination benefits to which Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A, including, without limitation, exclusions for separate installment payments and exclusions under Section 1.409A-1(b)(9)(iii) of the Department of Treasury Regulations) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, any such payment of nonqualified deferred compensation (within the meaning of Section 409A) that is otherwise required to be made under the Agreement to the Executive upon Executive’s Termination Upon a Change in Control shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

(d) To the extent any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under the Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a release of claims as contemplated by Section 5(c) above, such amounts shall commence to be paid on the first payroll date following the 60th day following the date of Executive’s Separation from Service; provided that

Executive has executed and not revoked such release prior to such 60th day and any applicable revocation period has expired.

(e) To the extent that any amount of nonqualified deferred compensation (within the meaning of Section 409A) payable pursuant to the Agreement becomes subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or any of its affiliates, and to the extent such amount so subject to set-off, counterclaim, or recoupment is payable in installments, such set-off, counterclaim, or recoupment shall not modify the amount or the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule.

(f) Notwithstanding any provision of the Agreement to the contrary, in the event that the Company determines that any amounts payable pursuant to this Agreement will be immediately taxable to Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify Executive for failure to do so) to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company or the Executive and/or (ii) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the imposition of taxes or penalties on Executive under Section 409A. In no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive by Section 409A or any damages for failing to comply with Section 409A, other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A.

5. Exclusive Remedy . Upon the payment of the Severance Payment pursuant to Section 2 above, Executive shall be entitled to no other compensation, benefits or other payments from Company as a result of the termination Executive's employment with Company. In addition, Executive will be entitled to continue his group medical insurance coverage in accordance with the Federal COBRA legislation. Executive must meet all requirements for coverage continuation under COBRA, including the payment of premiums.

6. Definitions . As used in this Agreement, each of the following terms has the meaning specified below:

" Company " shall have the meaning set forth in the first paragraph of this Agreement. For purposes of this Agreement, the term Company shall also include any Successor that results from a Change of Control.

" Cause " means and includes one or more of the following:

(a) conviction of a felony or pleading guilty to a felony charge;

(b) participation as an employee, officer or principal owner/organizer in any business engaged in activities in direct competition with Company without the consent of Company;

" Change in Control " means a “change of control event”, as such term is defined in United States Treasury Regulations (“Regulations”) promulgated under section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), that results from the occurrence of any of the following events:

(a) any individual, corporation, limited liability company, partnership, group (other than Chymiak family members), association or other entity or "person," as such term is defined in Section 14(d) of the Securities Exchange Act of 1934, as amended (a "Person"), is or becomes the "beneficial owner," as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, directly or indirectly, of 50% or more of outstanding securities of Company or its parent company having the right to vote at elections of directors;

(b) Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of Company or its parent outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of Company or such surviving entity outstanding immediately after such merger or consolidation;

(c) the lease, sale, exchange, transfer or other disposition of all or substantially all of the assets of Company or the Successor;

(e) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.

" Executive " shall have the meaning set forth in the first paragraph of this Agreement.

" Good Reason " means the occurrence of any of the following conditions, without Executive's informed written consent:

(b) Company's requiring Executive to be based at any office or location more than 35 miles from the office where Executive was employed immediately preceding the Change of Control

so long as the condition identified also constitutes “good reason” under the Regulations.

" Permanent Disability " means that:

(a) Executive has been incapacitated by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of Executive's duties;

(b) such total incapacity shall have continued for a period of six consecutive months; and

(c) such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of Executive's life.

" Severance Payment " means the payment to be made to Executive upon a Termination Upon Change of Control, which shall be equal to the total of (a) the amount of the six months’ monthly base salary being paid by Company to Executive immediately preceding the Change in Control plus (b) an amount equal to one-half of the average of the aggregate annual bonus payments made by Company to Executive with respect to each of the two most recently completed fiscal years, in each case excluding the amount

of any matching payments made by the Company to Executive’s account in the Company’s 401(k) Plan with respect to such payments.

" Successor " means Company as defined above and any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Company or its parent.

" Termination Upon Change of Control " means a “separation from service”, as such term is defined in Section 409A and Regulations promulgated thereunder, resulting from:

(a) any termination of the employment of Executive by Company without Cause during the period commencing on the date Company enters into a definitive agreement providing for any Change of Control and ending on the date that is 12 months following the effectiveness of such Change of Control;

(b) any termination of Executive's employment due to the Successor's failure to offer Executive an employment position with Successor or any of its affiliates following the Change of Control with comparable compensation and other benefits as Executive enjoyed with Company immediately prior to the Change of Control; or

(c) any resignation by Executive for Good Reason during the period commencing on the date of any Change of Control and ending on the date which is 12 months following such Change of Control.

Notwithstanding the foregoing, the term "Termination Upon Change of Control" shall not include any termination of the employment of Executive (i) by Company for Cause; (ii) by Company as a result of the Permanent Disability of Executive; (iii) as a result of the death of Executive; (iv) as a result of the voluntary termination of employment by Executive for reasons other than Good Reason, or (v) as a result of Executive's failure to accept an offer of employment by the Successor for a position and at a compensation and with employee benefits which are substantially comparable to those he had in connection with his employment by Company immediately prior to the Change of Control.

7. Miscellaneous .

(a) Entire Agreement . This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, outlines, memos, letters and other communications regarding the subject matter hereof, whether oral or in writing. Each party represents and warrants that, in entering into and performing its obligations under this Agreement, such party does not and will not rely on any promise, inducement or representation allegedly made by or on behalf of the other party with respect to the subject matter hereof, nor any course of dealings or custom and usage in the trade, that is not expressly set forth herein.

(b) Notices . Any notice or other communication required or permitted hereunder shall be in writing and either delivered personally (effective upon delivery), by facsimile transmission (effective on the next day after transmission), by recognized overnight delivery service (effective on the next day after delivery to the service), or by registered or certified mail, postage prepaid and return receipt requested (effective on the fifth day after being so mailed), at the following address or facsimile transmission number (or at such other address or facsimile transmission number for a party as shall be specified by like notice):

If to Company:

ADDvantage Technologies Group, Inc.

1221 E. Houston

Broken Arrow, Oklahoma 74012

Attention: Chairman of the Board

(918) 251-1138

If to Executive, to the address or facsimile number set forth beneath Executive’s signature below.

(c) Successors of Company . Company will require any Successor to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that Company would be required to perform it if no such succession or assignment had taken place. Failure of Company to obtain such agreement shall be a material breach of this Agreement.

(d) Successors and Representatives of Executive . This Agreement shall inure to the benefit of and be enforceable by Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees.

(e) Governing Law . This Agreement shall be construed and enforced according to the laws of the State of Oklahoma, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

(f) Counterparts . This Agreement may be executed in multiple counterparts, all of which taken together shall constitute a single document.

(g) Modifications and Amendments; Waivers . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

(h) Partial Invalidity . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, such invalidity, illegality or

unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement and there shall be substituted for the provision at issue a valid and enforceable provision as similar as possible to the provision at issue.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

ADDvantage Technologies Group, Inc.

By: /s/ Kenneth A. Chymiak

Kenneth A. Chymiak

Chairman of the Board

/s/ Scott A. Francis

Scott A. Francis

Address:

6531 E 84th Street

Tulsa, OK 74133

Exhibit 10.4

ADDvantage Technologies Group, Inc.

RESTRICTED STOCK AWARD AGREEMENT

DATE

Name and Address

Dear Mr./Mrs. ___________:

1. Restricted Stock Award . ADDvantage Technologies Group, Inc., an Oklahoma corporation (the “Company”), hereby grants to you an aggregate of _______ shares of Common Stock, par value $0.01 per share, of the Company (the “Restricted Shares”). This award is subject to your acceptance of and agreement to all of the applicable terms, conditions, and restrictions described in the Company’s 1998 Incentive Stock Plan, as amended (the “Plan”), a copy of which, along with the Prospectus for the Plan, are attached hereto, and to your acceptance of and agreement to the further terms, conditions, and restrictions described in this Restricted Stock Award Agreement (this “Award Agreement”). To the extent that any provision of this Award Agreement conflicts with the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2. Possession of Certificates . The Company shall issue a certificate or certificates for the Restricted Shares in your name and shall retain the certificate(s) for the period during which the restrictions described in Section 4(b) are in effect. You shall execute and deliver to the Company a stock power or stock powers in blank for the Restricted Shares. You hereby agree that the Company shall hold the certificate(s) for the Restricted Shares and the related stock power(s) pursuant to the terms of this Award Agreement until such time as the restrictions described in Section 4(b) lapse as described in Section 5 or the Restricted Shares are canceled pursuant to the terms of Section 4(b).

3. Ownership of Restricted Shares . You shall be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote such shares and to receive dividends therefrom if, as, and when declared by the Company’s Board of Directors, subject, however, to the terms, conditions, and restrictions described in the Plan and in this Award Agreement.

4. Restrictions .

(a) Your ownership of the Restricted Shares shall be subject to the restrictions set forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, at which time the Restricted Shares shall no longer be subject to the applicable restrictions.

(b) The restrictions referred to in subsection (a) of this Section are as follows:

(1) At the time of your “Termination of Employment” (as defined below), other than a Termination of Employment that occurs as a result of an event described in Section 5(b)(1), you shall forfeit the Restricted Shares to the Company and all of your rights thereto shall terminate without any payment of consideration by the Company. If you forfeit any Restricted Shares and your interest therein terminates pursuant to this paragraph, such Restricted Shares shall be canceled. “Termination of Employment” shall mean when such individual is no longer serving as a Director of the Company.

(2) You may not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares.

5. Lapse of Restrictions .

(a) The restrictions described in Section 4(b) shall lapse with respect to all of the Restricted Shares _______________________________________________________. Following the lapse of such restrictions with respect to any Restricted Shares, such Restricted Shares shall no longer be subject to the restrictions described in Section 4(b).

(b) Notwithstanding the provisions of subsection (a) of this Section, the restrictions described in Section 4(b) shall lapse with respect to all the Restricted Shares at the time of the occurrence of any of the following events:

(1) Your death or “Disability” (as defined in the Plan); or

(2) A “Change of Control” (as defined in the Plan) of the Company.

5. Agreement With Respect to Taxes; Share Withholding .

(a) You agree that (1) you will pay to the Company or a Subsidiary, as the case may be, or make arrangements satisfactory to the Company or such Subsidiary regarding the payment of any foreign, federal, state, or local taxes of any kind required by law to be withheld by the Company or any of its Subsidiaries with respect to the Restricted Shares, and (2) the Company or any of its Subsidiaries shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to you any foreign, federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

(b) With respect to withholding required upon the lapse of restrictions or upon any other taxable event arising as a result of the Restricted Shares awarded, you may elect, subject to the approval of the committee of the Board of Directors of the Company that administers the Plan, to satisfy the withholding requirement, in whole or in part, by forfeiting and having the Company cancel Restricted Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction. All such elections shall be irrevocable, made in writing, signed by you, and shall be subject to any restrictions or limitations that such committee, in its sole discretion, deems appropriate.

7. Adjustment of Shares . The number of Restricted Shares subject to this Award Agreement shall be adjusted as provided in Section 11 of the Plan. Any shares or other securities received by you as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to the Restricted Shares shall have the same terms, conditions and restrictions and bear the same legend as the Restricted Shares.

8. Agreement With Respect to Securities Matters . You agree that you will not sell or otherwise transfer any Restricted Shares except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such registration.

9. Certain Definitions . Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the respective meanings provided in the Plan.

If you accept this Restricted Stock Award and agree to the foregoing terms and conditions, please so confirm by signing and returning the duplicate copy of this Award Agreement enclosed for that purpose.

By: _______________________

Name:

Title:

The foregoing Restricted Stock Award is accepted by me as of the ___ day of _______, 20___, and I hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.

Name

ADDvantage Technologies Group, Inc.

1221 E. Houston

Broken Arrow, Oklahoma 74012

For further information	KCSA Strategic Communications
Company Contact:	Garth Russell / Jason Maymudes
Ken Chymiak (9l8) 25l-9121	(212) 896-1250 / (212) 896-1211
Scott Francis (9l8) 25l-9121	grussell@kcsa.com / jmaymudes@kcsa.com

ADDvantage Technologies Appoints David Humphrey

President and Chief Executive Officer

- - -

BROKEN ARROW, Oklahoma, April 4, 2012 – ADDvantage Technologies Group, Inc. (NASDAQ: AEY) , today announced that its Board of Directors has appointed David Humphrey as the Company’s new President and Chief Executive Officer. As part of an executive transition plan, Ken Chymiak, who had been President and Chief Executive Officer of the Company since September 1999, has been appointed as Chairman of ADDvantage’s Board of Directors and will continue to focus on the Company’s ongoing business strategy in that role. Also, David Chymiak, who had been Chairman since September 1999, will remain on the Company’s Board of Directors and has been appointed as Chief Technology Officer of ADDvantage. In this role, David Chymiak will focus on supporting the product lines the Company currently offers and expanding its product offerings in the cable television industry as well as other markets. David Chymiak will also continue his current responsibilities of leading Tulsat, a wholly- owned subsidiary of the Company.

Mr. Humphrey, 56, joins ADDvantage with a broad range of experience as a senior manager overseeing operations, finance and mergers and acquisitions. He has spent the last 34 years in various industries, including 13 years in the oil and gas industry while working with Koch Industries, Inc., where he held several senior executive level positions at various Koch subsidiaries. During his time with Koch Industries, Mr. Humphrey successfully implemented several management, and sales and marketing programs that increased sales and profitability for the respective subsidiaries. He also completed several multi-million dollar acquisitions of certain assets for Koch’s subsidiaries, including a $100 million pipeline and storage system and a $90 million production plant.

Most recently, Mr. Humphrey was the Chief Executive Officer of TokenEx, an early-stage technology company focused on cyber security software, where he oversaw operations production, finance, purchasing, sales, product development and fund-raising. Prior to joining TokenEx, Mr. Humphrey was the Chief Operating Officer of Oklahoma Equity Partners (OEP), a venture capital fund, where he was responsible for all operations of the venture fund. Mr. Humphrey was also a principal of Davis, Tuttle Venture Partners, where he was responsible for all operating aspects of a $45 million venture capital fund. Mr. Humphrey graduated with a B.S. in chemical engineering from the University of Wisconsin and earned an MBA from Texas A&M.

Commenting on Mr. Humphrey’s appointment, Ken Chymiak stated, “We are excited to bring David on as our new Chief Executive Officer and believe that he’ll bring a fresh perspective and new ideas to our business that will help us identify opportunities for future growth. David’s diverse operational and financial background, as well as experience in mergers and acquisitions will also play an important role in our ongoing efforts to refine ADDvantage’s corporate structure. This effort will go hand-in-hand with the efforts of our CFO, Scott Francis, and subsidiary management team to achieve greater continuity across our seven subsidiaries and to create new long-term sustainable growth in the CATV equipment industry as well as other markets.”

“I am excited to join the management team of ADDvantage Technologies and look forward to applying my business experience towards creating new opportunities for the Company’s growth,” stated Mr. Humphrey. “As a leader in the market for both new and refurbished cable television equipment, ADDvantage has a wealth of market knowledge and customer relationships that can be used to cultivate new opportunities for the business. In addition, ADDvantage has a strong financial footing from which to operate and implement changes to the Company’s operations. This offers us significant flexibility when it comes to creating a strategy that offers real long-term growth opportunities.”

About ADDvantage Technologies Group, Inc.

ADDvantage Technologies Group, Inc. supplies the cable television (CATV) industry with a comprehensive line of new and used system-critical network equipment and hardware from leading manufacturers, including Cisco, Motorola and Fujitsu Frontech North America, as well as operating a national network of technical repair centers. The equipment and hardware ADDvantage distributes is used to acquire, distribute, and protect the broad range of communications signals carried on fiber optic, coaxial cable and wireless distribution systems, including television programming, high-speed data (Internet) and telephony.

ADDvantage operates through its subsidiaries, Tulsat, Tulsat-Atlanta, Tulsat-Nebraska, Tulsat-Texas, NCS Industries, ComTech Services and Adams Global Communications. For more information, please visit the corporate web site at www.addvantagetechnologies.com .

The information in this announcement may include forward-looking statements. All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, are forward-looking statements. These statements are subject to risks and uncertainties, which could cause actual results and developments to differ materially from these statements. A complete discussion of these risks and uncertainties is contained in the Company’s reports and documents filed from time to time with the Securities and Exchange Commission.