EXHIBIT 10(ff)
RESTATED FIRST ADDENDUM
TO THAT CERTAIN
EMPLOYMENT AGREEMENT
BETWEEN
FARMSTEAD TELEPHONE GROUP, INC.
AND
XXXXXX X. XXXXXX
DATED AS OF JANUARY 1, 1998 (the "Agreement")
This Restated First Addendum to the Agreement is effective as of the 1st day
of August 2001 (the "Effective Date").
RECITALS
The Executive and Company are parties to the Agreement.
Pursuant to an initial First Addendum to the Agreement dated as of August
1, 2001 (the "Initial First Addendum"), the Executive and Company agreed to
modify certain provisions of the Agreement for the limited purposes of
implementing a reduction in Executive's Base Salary during calendar year
2001and a corresponding adjustment to Executive's entitlements under
Sections 2.2 and 2.7 of the Agreement.
Executive and Company now wish to restate the terms of the Initial First
Addendum and modify certain provisions of the Agreement for the limited
purposes of implementing a reduction in Executive's Base Salary during
calendar years 2001and 2002 and a corresponding adjustment to Executive's
entitlements under Sections 2.2 and 2.7 of the Agreement.
For good and valuable consideration, the receipt and sufficiency of which
is acknowledged, the parties agree as follows.
1. Executive's Base Salary during the period from August 1, 2001 through
December 31, 2002 shall be reduced to and Executive shall be paid at the
annual rate of $200,000. The parties acknowledge that Executive previously
accepted a reduction in Base Salary from $300,000 to $285,000, as part of a
general reduction of employee salaries that was implemented by the Company
in April of 2001.
2. Notwithstanding the Base Salary reduction set forth in Paragraph 1
above:
(i) 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;
(ii) The amount of compensation to which Executive otherwise is
entitled during the initial calendar year of the Limited Employment Period
under Section 2.2 of the Agreement shall be increased by an amount that is
equal to the difference between the gross amount of Base Salary that would
have been paid to Executive had his Base Salary been maintained at $300,000
from January 1, 2001 through December 31, 2002 and the gross amount of Base
Salary that was actually paid by the Company to Executive for that period;
(iii) Executive's Base Salary for calendar years 2001 and 2002 shall
be deemed to be $300,000 for purposes of calculating the Executive
Compensation Amount due Executive under Sections 2.7 (a), (b) and (c) of
the Agreement;
(iv) The amount of compensation to which Executive otherwise is
entitled under Sections 2.7 (a) or (b) of the Agreement, as the case may
be, shall be increased by an amount that is equal to the difference
between the gross amount of Base Salary that would have been paid to
Executive had his Base Salary been maintained at $300,000 from January 1,
2001 through the effective date of his termination and the gross amount of
Base Salary that was paid by the Company to Executive for that period; and
(v) The amount of compensation to which Executive otherwise is
entitled under Section 2.7 (c) of the Agreement shall be increased by an
amount that is equal to the difference between the gross amount of Base
Salary that would have been paid to Executive had his Base Salary been
maintained at $300,000 from January 1, 2001 through
December 31, 2002 and the gross amount of Base Salary that was actually
paid by the Company to Executive for that period.
3. Notwithstanding anything to the contrary in Section 2.6 (b) of the
Agreement, Executive acknowledges and agrees that the reduction of
Executive's Base Salary as contemplated by this Restated First Addendum
shall not constitute "Good Reason" for termination of the Agreement.
4. Unless specifically defined, all capitalized terms in this Addendum
shall have the meanings assigned in the Agreement.
5. This Restated First Addendum hereby supersedes and merges the terms
of the Initial First Addendum, and the Initial First Addendum shall not be
of any force or effect whatsoever. The Agreement shall continue in full
force and effect except to the extent specifically modified by the terms of
this Restated First Addendum.
Executed by the parties as of the Effective Date.
FARMSTEAD TELEPHONE GROUP, INC.
By:___________________________________
Name:_________________________________
Title:__________________________________
XXXXXX X. XXXXXX, XX.
______________________________________
