1
EXHIBIT (c)(4)
TEL-SAVE HOLDINGS, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
December 18, 1997
Symetrics Industries, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger (the "Merger
Agreement") among Tel-Save Holdings, Inc., TSH Co., Inc. and Symetrics
Industries, Inc. (the "Company"), dated as of December 18, 1997. Tel-Save hereby
acknowledges that this agreement is a condition to Company's entering into the
Merger Agreement and agrees that:
1. Subject to the terms of this agreement, for a period of two
years from the Effective Time (as such term is defined in the Merger Agreement),
Tel-Save shall cause the Company and its subsidiary (collectively, the
"Company") to retain each employee named on the attached Schedule ("Named
Employees") in the same or in a substantially comparable position with the
Company, at compensation at least commensurate with the level of such employee's
compensation set forth on the attached Schedule.
2. The Named Employees may be terminated for cause. In the event a
Named Employee is terminated without cause (which shall include relocation of
such employee required by the Company, Parent or Purchaser), such terminated
employee shall be entitled to receive in a lump sum by Company check on the date
of termination of employment, the portion of the base salary to which such
employee would have been entitled (as indicated on the attached schedule) had
such employee remained employed by the Company until the end of the two-year
period referred to in Section 1 hereof. For the purposes of this agreement, the
Company shall have "cause" to terminate a Named Employee's employment upon
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Symetrics Industries, Inc.
December 18, 1997
Page 2
such employee's (i) failure to perform substantially the employee's duties owed
to the Company after a written demand for substantial performance is delivered
to such employee which specifically identifies the nature of such
non-performance, or (ii) engaging in dishonorable or disruptive behavior which
would be reasonably expected to harm the Company, its business or its employees.
3. Tel-Save will use its reasonable best efforts to negotiate
individual contractual arrangements with each of the Named Employees relating to
their employment with the Company on or before the Effective Time. Such
individual arrangements shall supercede any arrangements set forth herein.
4. (a) Tel-Save acknowledges and agrees that, at the Effective
Time, the Company shall pay to ▇▇. ▇▇▇▇▇▇ a cash amount equal to the portion of
the base salary that would have been payable under his employment agreement for
a period of 18 months.
(b) At Tel-Save's request, ▇▇. ▇▇▇▇▇▇ shall remain employed by
the Company for a mutually agreed upon time not to exceed six months in
consideration of his compensation payable under his employment agreement.
(c) Tel-Save acknowledges and agrees that, at the Effective
Time, the Company shall pay to ▇▇. ▇▇▇▇▇▇ the amount of deferred compensation
that has been duly accrued in the Company's audited financial statements, which
amount shall not exceed $440,000.00.
5. The employment agreement with ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall remain in
full force and effect in accordance with its terms, except that, Mr. ▇▇▇▇▇▇
shall be entitled to the provisions of this Agreement as a Named Employee, and
notwithstanding anything to the contrary in such employment agreement or as set
forth above, Mr. ▇▇▇▇▇▇ shall be entitled to receive the same payment on the
same terms as a Named Employee upon the termination of his employment with
cause, as he would have been entitled to receive had such termination occurred
without "cause," as defined herein.
Please indicate your agreement that this letter correctly sets
forth the understanding between us on the issues discussed herein by
countersigning each of
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Symetrics Industries, Inc.
December 18, 1997
Page 3
the two copies of the letter provided to you in the space indicated below.
Very truly yours,
TEL-SAVE HOLDINGS, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman and CEO
▇▇▇▇▇▇ and accepted as of the date hereof:
SYMETRICS INDUSTRIES, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Date: President
Attachment
4
SCHEDULE I
Base Incentive
Name Position Salary Bonus
---- -------- ------ -----
▇▇▇▇ ▇. ▇▇▇▇▇▇ President ADS $112,000 $20,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. V.P. ADS 75,000 40,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ V.P. Engr ADS 86,008 14,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. V.P. GM CMD, DPD 90,064 20,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ V.P. DPD 84,448 10,000
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. V.P. Finance 74,880 10,000
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ V.P. Op. DPD 74,880 10,000
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ V.P. CMD 75,000 75,000
based on
Sales &
Revenues
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ V.P. CTS 84,448 10,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Dir. Engr. CTS 76,960 5,000
ADS American Digital Switching
CMD Contract Manufacturing Division
CTS Computer Telephony Systems
DPD Defense Products Division
