THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 10.29
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Xxxxxxx X. Xxxxxxx (“Executive”) and Stratex Networks, Inc., formerly DMC Stratex Networks,
Inc. (the “Company”), are parties to an Employment Agreement of May 14, 2002 (the “Agreement”), and
an Amendment to Employment Agreement effective as of May 2, 2005 (the “First Amendment”) and an
Amendment to Employment Agreement — Amendment (B) effective as of April 1, 2006 (the “Second
Amendment”). Executive and the Company now wish to terminate the First and Second Amendments, and
to amend the Agreement, and thus they now enter into this Third Amendment to Employment Agreement
(the “Third Amendment”).
1. The First and Second Amendments are hereby terminated, and are of no legal force or effect.
2. Wherever the phrase “DMC Stratex Networks, Inc.” appears in the Agreement, it is hereby
deleted and replaced with “Stratex Networks, Inc.”
3. In Paragraph 1 of the Agreement, the phrase “Chairman and Chief Executive Officer” is
deleted and replaced with “Executive Chairman.”
4. In Paragraph 3(a) of the Agreement, the phrase “at least” is deleted in its entirety.
5. In Paragraph 5(d)(i) of the Agreement, the phrase “, plus $4,166.67 per month,” is deleted
in its entirety.
6. The following is added to Paragraph 5(d)(ii) of the Agreement: “provided, however, that if
you are 60 years of age or older on the date of your termination without cause, and if you have
been employed by the Company for not less than three years as of the date of your termination
without cause, the Company will pay the premiums necessary to continue your Company group health
insurance coverage under COBRA (or to provide you with comparable health insurance coverage) until
you reach the age of 65 or until you are eligible to participate in another employer’s group health
insurance plan, whichever comes first;”.
7. The following Paragraph 5(d)(vii) is added to the Agreement: “Notwithstanding any
inconsistent provision of this Agreement, to the extent the Company determines in good faith that
(a) one or more of the payments or benefits you would receive pursuant to this Agreement in
connection with your termination of employment would constitute deferred compensation subject to
the rules of Section 409A, and (b) you are a “specified employee” under Section 409A, then only to
the extent required to avoid your incurrence of any additional tax or interest under Section 409A
of the Code, such payment or benefit will be delayed until the date which is six (6) months after
your “separation from service” within the meaning of Section 409A. Any payments or benefits which
would have been payable but are delayed under the previous
sentence shall be payable at that time. You and the Company and agree to negotiate in good
faith to reform any provisions of this Agreement to maintain to the maximum extent practicable the
original intent of the applicable provisions without violating the provisions of Section 409A of
the Code, if the Company deems such reformation necessary or advisable pursuant to guidance under
Section 409A to avoid the incurrence of any such interest and penalties. Such reformation shall
not result in a reduction of the aggregate amount of payments or benefits under this Agreement.
8. In Paragraph 11 of the Agreement, the last sentence (“Provided, however . . .”) is hereby
deleted and replaced with the following sentence: “Any arbitration conducted under this Paragraph
will be pursuant to the American Arbitration Association’s (“AAA”) National Rules for the
Resolution of Employment Disputes, a copy of which can be found on the AAA’s website at
xxx.xxx.xxx.”
9. The heading of Paragraph 13 is revised to read “Applicable Withholding/Severance
Payments Following Death”, and the following sentence is added to that Paragraph: “In the event
of your death at any time you are entitled to or are receiving any severance payments and/or
benefits pursuant to this Agreement, the Company will provide your family/estate with any remaining
severance payments and/or benefits to which you are entitled under this Agreement on the same
schedule that you would have received such payments and/or benefits.”
Except as modified by this Third Amendment, the Agreement will remain in full force and
effect.
| Dated: December 15, 2006 | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Dated: December 15, 2006 | Stratex Networks, Inc. | |||
| By: | /s/ V. Xxxxx Xxxxxxxxx | |||
| Its: Chairman of Compensation Committee of the Board of Directors | ||||
