SECOND EXTENSION TO EMPLOYMENT AGREEMENT
SECOND EXTENSION TO EMPLOYMENT AGREEMENT dated as of June 2, 1997 to
"EMPLOYMENT AGREEMENT" dated as of September 23, 1993 (the "Employment
Agreement") between Dare X. Xxxxxxxx (hereinafter referred to as the Employee)
and TII-Ditel (A Division of TII Industries, Inc.), (hereinafter referred to as
the "Company").
WITNESSETH
WHEREAS, on August 14, 1995, the parties extended the term of the
Agreement until September 23, 1999;
WHEREAS, the parties desire to amend and extend the Employment
Agreement;
NOW, THEREFORE, in consideration of the premises, the Company and
the Employee hereby agree as follows:
1. Section 1 "Term" shall be amended to extend the Agreement for an
additional three years, from May 1, 1997 to April 30, 2000.
2. Section 3 "Compensation" shall be replaced, in its entirety, by the
following:
Compensation: During the term of this Agreement, the Company agrees
to pay Employee, and Employee agrees to accept, annual salary of One
Hundred, Thirty-Three Thousand dollars ($133,000.00) payable every
two weeks, less all applicable taxes, for all services rendered by
Employee hereunder. Employee's annual salary shall be reviewed at
the end of each year of employment hereunder and shall receive an
increase of up to 1 0% per year but not less than the percentage of
increase of the Local Component of the National Consumer Index
issued by the United States Department of Labor unless financial
factors of the Company deem otherwise as determined by the Chairman.
In addition, Employee shall be eligible to participate in the
Company's Executive Bonus Plan should the Company adopt one.
3. A new Section 11[C][c] shall be added as follows:
Notwithstanding anything in this Agreement to the contrary, the
Company may terminate the Employee's employment for reasons other
than Cause.
4. A new Section 11[E] shall be added as follows:
[E] Severance: In the event the Employee's employment hereunder shall be
terminated by the Company for other than Cause, death or disability,
or by the Employee pursuant to Section
Second Extension to Employment Agreement
Page 2 of 2
11[D] hereof, (1) the Employee shall thereupon receive as severance
pay in a lump sum the amount of salary and bonuses pursuant to the
Company's executive bonus incentive plan, if any, which the Employee
would have received for the remaining term of this Agreement
(including any extension of the Agreement mutually agreed upon by
the parties), provided, however, that in no event shall such lump
sum payment be less than six months salary and bonus; and (2) the
Employee's (and her dependents') participation in any medical,
dental and other insurance plans shall be continued, or equivalent
benefits provided to her or them by the Company, at no cost to her
or them, for a period of one year from the termination; and (3) any
options granted to the Employee which have not, by the terms of the
options, vested shall be deemed to have vested at the termination of
employment, and shall thereafter be execisable for the maximum
period of time allowed for exercise thereof under the terms of the
applicable Company stock option plan(s), provided that such period
shall not be less than 90 days following such termination. An
election by the Employee to terminate her employment under the
provisions of Section 11[D] shall not be deemed a voluntary
termination of employment of the Employee for the purpose of
interrupting the provisions of any of the Company's employee
benefits plans, programs or policies.
5. Except as specifically set forth herein, all the terms and
conditions of the Employment Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, this instrument has been executed and delivered
as of the date fist written above.
TII-DITEL
(A Division of TII INDUSTRIES, INC.)
/s/ Xxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxx
Chairman of the Board
/s/ Dare X. Xxxxxxxx
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Employee
Dare X. Xxxxxxxx
