Exhibit 10(b)(2)(A)
AMENDMENT
No. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of June 5, 2003 to
“EMPLOYMENT AGREEMENT” dated as of September 2, 2000 (the “Employment
Agreement”) between Xxxxxxx X. Xxxxxxxx (hereinafter referred to as
“Employee”) and TII Network Technologies, Inc. (hereinafter referred to as
“Company”).
W I T N E S S E T H
WHEREAS,
the parties desire to amend and extend the Employment Agreement; and
WHEREAS, in
consideration of the promises and mutual covenants herein contained, the Company and the
Employee hereby agree as follows:
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1. |
Section 1 “Term” shall be amended to extend the Employment Agreement
for an additional two (2) years, from September 5, 2003 to September 4, 2005. |
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2. |
Section 3 “Compensation” shall be at the annual rate of Two Hundred
and Fifteen Thousand Dollars ($215,000) per year commencing June 5, 2003. |
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3. |
Section 7 “Company Car” is hereby deleted from the Employment
Agreement, effective November 15, 2003. |
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4. |
Section 15[D] “Employees Right to Terminate this Agreement” is hereby
amended to include the following Section [b]: |
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[b]
Employee may terminate his employment at any time after a change in control for
good reason, if Employee makes, in his reasonable judgment, a determination that
such Change in Control has caused Employee to be unable to effectively carry out
the authorities, powers, functions or duties attached to his position with the
Company as constituted immediately prior to the Change in Control, which
situation is not remedied within thirty (30) calendar days after receipt by the
Company of written notice from Employee of such determination. |
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5. |
Effect of this Amendment. This constitutes the entire agreement of the parties
with respect to the subject matter hereof of the Amendment, and supersedes all
prior oral or written communications, memoranda, proposals, negotiations,
discussions and commitments with respect to the subject matter hereof. Except as
otherwise expressly provided herein, no other changes or modifications to the
Employment Agreement are intended or implied, and in all other respects the
Employment Agreement is hereby specifically ratified, restated and confirmed by
both parties hereto as of the day and year first written above. |
IN
WITNESS WHEREOF, the Employee has executed this Amendment and the Company has caused
this Amendment to be executed by a duly authorized officer and to become effective as of
the day and year first above written.
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| TII Network Technologies, Inc.: |
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Employee: |
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| By: /s/ Xxxxxxx X. Xxxxx | |
/s/ Xxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxx X. Xxxxx | |
Xxxxxxx X. Xxxxxxxx | |
| Title: President and Chief Executive Officer | |
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