EXHIBIT 10(bb)
THIRD ADDENDUM
TO THAT CERTAIN
EMPLOYMENT AGREEMENT
BETWEEN
FARMSTEAD TELEPHONE GROUP, INC.
AND
XXXXXX X. XXXXXX, XX.
DATED AS OF JANUARY 1, 1998,
AS AMENDED BY THAT CERTAIN RESTATED FIRST ADDENDUM DATED
AS OF AUGUST 1, 2001
AND
AS FURTHER AMENDED BY THAT CERTAIN SECOND ADDENDUM DATED
AS OF JANUARY 1, 2003
(the "Agreement")
This Third Addendum to the Agreement is effective as of the 1st day of
January 2004 (the "Effective Date").
RECITALS
The Executive and Company are parties to the Agreement.
The parties wish to make additional modifications to certain provisions of
the Agreement for the limited purpose of extending Executive's Employment
Period by adding an additional one (1) year to the Active Employment Period
and postponing commencement of the Limited Employment Period until January
1, 2005.
For good and valuable consideration, the receipt and sufficiency of which
is acknowledged, the parties agree as follows.
1. Section 2.1 of the Agreement is revised to read as follows:
Employment Period. Subject to Section 2.3 below, the Company
agrees to employ the Executive for twelve (12) years (the "Term"):
(a) during seven (7) consecutive years of full time employment
commencing January 1, 1998, "Active Employment Period," plus;
(b) during five (5) consecutive years of limited employment,
"limited Employment Period", commencing January 1, 2005.
2. It is understood and agreed that Executive's annual Base Salary rate
in effect on January 1, 2004 is $160,000.00, but that Executive's Base
Salary in effect at the commencement of the Limited Employment Period shall
be deemed to be $300,000 for
purposes of computing the Executive's compensation entitlements under
Section 2.2 of the Agreement.
3. It is understood and agreed that Executive shall be deemed to have
been actually paid a Base Salary of $200,000.00 for the entirety of
calendar year 2002 for the purposes of computing any adjustments to
Executive's compensation entitlements under Paragraphs 2(ii), 2(iv) and
2(v) of the Restated First Addendum to the Agreement (collectively the
"Adjustment Provisions"). It is also understood and agreed that the Base
Salary that is paid to Executive during the period from January 1, 2003
through December 31, 2004 is not a factor in and shall have no effect on
the computation of any adjustments under the Adjustment Provisions.
4. Unless specifically defined, all capitalized terms in this Third
Addendum shall have the meanings assigned in the Agreement.
5. The Agreement shall continue in full force and effect as specifically
modified by the terms of this Third Addendum to the Agreement.
Executed by the parties as of the Effective Date.
FARMSTEAD TELEPHONE GROUP, INC.
By:_/s/ XXXXXX X. XXXXXX
--------------------
Name:_Joseph X. Xxxxxx
Title:_Chairman, Compensation Committee
XXXXXX X. XXXXXX, XX.
s/s XXXXXX X. XXXXXX, XX.
