AMENDED AND RESTATED
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EMPLOYMENT AGREEMENT
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XXXXXXX X. XXXXX AND TII INDUSTRIES, INC.
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AGREEMENT, dated as of the 1st day of August, 1997, by and between
TII Industries, Inc., a Delaware corporation, having a place of business at 0000
Xxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (hereinafter designated and referred to
as "Company"), and Xxxxxxx X. Xxxxx of X.X. Xxx 000, Xxxxx Xxxxx, Xxx Xxxx 00000
(hereinafter designated and referred to as the "Employee").
WHEREAS, the Company and the Employee entered into an Employment
Agreement, dated as the 7th day of August, 1992, pursuant to which Employee
agreed to serve as the President, Chief Operating Officer, Chief Executive
Officer of the Company and Co-Chairman of its Board of Directors; and
WHEREAS, the Employee has subsequently been elected Chief Executive
Officer in lieu of Assistant Chief Executive Officer and Vice Chairman in lieu
of Co-Chairman of the Board; and
WHEREAS, the Company desires to continue the employ of the Employee
as President, Chief Operating Officer and Chief Executive Officer of the Company
and as Vice Chairman of its Board of Directors in accordance with the provisions
hereinafter set forth; and
WHEREAS, the Employee is willing to continue such employment by the
Company, in accordance with the provisions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, the parties hereto agree as follows:
1. Term: The term of this Agreement shall be for a period commencing
on August 1, 1997 and ending on July 31, 2002; provided, however, on July 31,
1998, and each subsequent July 31, the term shall automatically be extended for
an additional period of one year (such that the length of the term will be five
years) unless either the Company or the Employee shall give the other party at
least 90 days' written notice prior to such July 31 that such party shall not
desire that the then term hereof be so extended, in which event the term hereof
shall not thereafter be extended beyond the then current expiration date
thereof. Notwithstanding the foregoing, this Agreement shall be subject to
earlier termination in accordance with paragraph 9.
2. Employment: Subject to the terms and conditions and for the
compensation hereinafter set forth, the Company hereby agrees to employ the
Employee for and during the term of this Agreement as its President, Chief
Operating Officer and Chief Executive Officer. The Employee further agrees to
serve, if so elected, as a director and as Chairman or as Vice Chairman of the
Company's Board of Directors. The Employee's powers and duties shall be
determined by the Board of Directors of the Company (the "Board of Directors")
from time to time in accordance with the Company's By-Laws but, in any event,
shall be those of an executive nature which are appropriate for a President,
Chief Operating Officer and Chief Executive Officer and, if the Employee is
elected to such positions, Chairman or Vice Chairman of the Board, and the
Employee does hereby accept such employment and agrees to use his best efforts
and, subject to paragraph 6, to devote substantially all of his full business
time during the term of this Agreement to the performance of his duties upon the
conditions hereinafter set forth. The Employee shall report to the Board of
Directors.
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3. Compensation:
(A) Salary: During the term of this Agreement, the
Company agrees to pay the Employee, and the Employee agrees to accept, a salary
of not less than Two Hundred Fifty Thousand Dollars ($250,000) per year (as same
may be increased from time to time as hereinafter provided), payable in
accordance with the Company's payment policies for executive officers, for all
services rendered by the Employee hereunder.
(B) Bonus: As additional compensation, the Company may
pay the Employee periodic bonuses as determined by the Board of Directors.
(C) Increases: The Employee's annual salary and other
benefits provided for hereunder are subject to periodic increases (but not
decreases) at the discretion of the Board of Directors (or the Compensation
Committee of the Board of Directors or other committee of the Board of Directors
so authorized).
4. Expenses:
(A) The Company shall reimburse the Employee for all
reasonable and actual business expenses incurred by him in connection with his
service to the Company upon submission by him of appropriate vouchers and
expense account reports in accordance with the Company's expense reimbursement
policies.
(B) The Company and the Employee both acknowledge that
the discharge of the Employee's duties has required, and will similarly require
in the future (without increasing the time required to be spent), his presence
in the Commonwealth of Puerto Rico from time to time. Accordingly, the Company
shall provide the Employee with an allowance to reimburse him for the cost of
maintaining a place of abode in the Commonwealth of Puerto Rico, which shall in
no event
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exceed 20 percent of the Employee's then salary computed in accordance with 3(A)
above. The Company acknowledges that the Employee is a resident of Suffolk
County in the State of New York and that the Employee shall not be required to
change his residence.
5. Benefits:
(A) Insurance: In addition to the salary and bonus to be
paid to the Employee hereunder, the Company shall continue to maintain family
medical and dental insurance, split dollar life insurance on the Employee's life
(but in the aggregate amount of not less than $500,000), and long term
disability insurance, in each case, at levels and on terms no less favorable to
the Employee than are currently in effect for the Employee. The Employee and his
dependents shall also be entitled to participate in such other benefit plans and
arrangements as are hereafter extended to executive employees of the Company and
their dependents in accordance with the terms of such plans or arrangements.
(B) Vacation: The Employee shall be entitled to take up
to four weeks of paid vacation annually at a time or times mutually convenient
to the Company and the Employee.
6. Business Time: During the term of this Agreement, the
Employee shall devote substantially all of his full business time, attention and
energy and render his best efforts and skill to the business of the Company;
provided, however, that the Company recognizes that the Employee may pursue
other business activities not in competition with the business of the Company,
including serving as an officer and director of American Biogenetic Sciences,
Inc. ("ABS"), a publicly-held corporation, so long as the Employee's discharge
of his duties to ABS and other non-competitive business activities does not have
a material adverse impact on the discharge of his duties to the Company.
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7. Discoveries, etc.:
(A) The Company shall be the owner, without further
consideration, of all rights of every kind in and with respect to any reports,
materials, inventions, processes, discoveries, improvements, modifications,
know-how or trade secrets hereafter made, discovered or conceived by the
Employee in connection with the Employee's performance of his duties pursuant to
this Agreement or relating to the business of the Company (hereinafter
designated and referred to as "Property Rights"), and the Company shall be
entitled to utilize and dispose of the Property Rights in such manner as it may
determine.
(B) The Employee agrees to and shall promptly disclose
to the Company all Property Rights (whether or not patentable) made, discovered
or conceived of by him, alone or with others, at any time during his employment
with the Company. Any such Property Rights will be the sole and exclusive
property of the Company, and the Employee will execute any assignment reasonably
requested by the Company of his right, title or interest in any such Property
Rights. In addition, the Employee will also provide the Company with any other
instrument or document reasonably requested by the Company, at the Company's
expense, as may be necessary or desirable in applying for and obtaining patents
with respect to such Property Rights in the United States or any foreign
country. The Employee also agrees to cooperate reasonably with the Company in
the prosecution or defense of any patent claims or litigation or proceedings
involving inventions, trade secrets, trademarks, service marks, secret
processes, discoveries or improvements, whether or not he is employed by the
Company at the time; provided, however, if the Employee is not employed by the
Company at such time, he will be entitled to receive reasonable compensation for
his time in this regard on a per diem basis (computed by dividing his annual
salary rate in effect immediately prior
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to his cessation of employment with the Company (or, if greater, at the highest
annual salary rate in effect at any time during the one-year period preceding
the date of such termination) by 242 days), as well as reimbursement of all
reasonable out-of-pocket expenses actually and reasonably incurred by him in
connection with the performance of such services. The Employee's obligation
under this subparagraph 7(B) shall continue for a period of one year following
the termination of his employment.
(C) This paragraph 7 shall not be applicable to any
inventions or discoveries made by the Employee outside of the scope of his
employment and which are unrelated to the business of the Company.
8. Confidential Information; Non-competition:
(A) The Employee acknowledges the time and expense
incurred by the Company and its subsidiaries in connection with developing
proprietary and confidential information in connection with their businesses and
operations. The Employee agrees that he will not, without the consent of the
Board of Directors, at any time divulge, communicate or use to the detriment of
the Company or any of its present or future subsidiaries (collectively, the
"Group"), or misappropriate in any way, any confidential information or trade
secrets relating to the Group, including, without limitation, business
strategies, operating plans, acquisition strategies and terms and conditions
(including the identities of, and any other information concerning, possible
acquisition candidates), projected financial information, market analyses,
personnel information, trade processes, manufacturing methods, know-how,
customer lists and relationships, supplier lists and relationships, or other
non-public proprietary and confidential information relating to the Group. The
foregoing shall not apply to information which, (i) after it is disclosed to the
Employee by the Company, is
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published or becomes part of the public domain through no fault of the Employee
(disclosure in his capacity as President, Chief Operating Officer or Chief
Executive Officer of the Company believed in good faith to be for the benefit of
the Company shall not be deemed fault), or (ii) which is disclosed to the
Employee after the Employee is no longer employed by the Company by a third
party who was not known to the Employee to be under any obligation of confidence
or secrecy to the Company with respect to such information at the time of
disclosure to the Employee.
(B) During the term of this Agreement and for the
two-year period thereafter, the Employee shall not, directly or indirectly, for
himself or on behalf of any other person, firm or entity, employ, engage or
retain any person who at any time during the preceding 12-month period was an
employee of or consultant to any member of the Group or contact any supplier,
customer or employee or consultant from the Group for the purpose of diverting
any such supplier, customer, employee or consultant from any member of the Group
or otherwise interfering with the business relationship of any member of the
Group with any of the foregoing.
(C) During the term and for the two-year period
thereafter, the Employee shall not, directly or indirectly, engage in, or serve
as, a principal, partner, joint venturer, member, manager, trustee, agent,
stockholder, director, officer or employee of, or consultant or advisor to, or
in any other capacity, or in any manner, own, control, manage, operate, or
otherwise participate, invest, or have any interest in, or be connected with,
any person, firm or entity (a "Competitor") that engages in, directly or
indirectly, the manufacture and sale of surge protector devices or fiber optics
products, in either case, for the telephone industry, or any other activity
which is the same as or similar to, or competitive with, the business of any
member of the Group conducted within the preceding 12 months; provided, however,
that in the case of said two-year period following the term
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hereof, such restriction shall not apply to activities in which no member of the
Group was involved at the end of the term hereof.
(D) If the Employee's employment is terminated (i) by
reason of the Employee's Disability pursuant to subparagraph 9(B), (ii) by the
Company for Cause pursuant to subparagraph 9(C) but only for the portion of the
two-year period referred to below that Employee is capable, but for the
provisions of this paragraph 8, of providing day to day services to a
Competitor, or (iii) by the Employee for Reason pursuant to subparagraph 9(D),
in consideration for his covenants contained in this paragraph 8 and not as
severance pay, the Employee shall be entitled to receive, for each year of the
two-year period following the date his employment so terminates, an amount equal
to the Employee's annual salary at the rate in effect immediately prior to his
cessation of employment with the Company (or, if greater, at the highest annual
salary rate in effect at any time during the one-year period preceding the date
of such termination). Such amounts shall be in addition to any amount otherwise
payable under this Agreement and shall be paid in equal monthly installments,
with the first such installment commencing on the last day of the month in which
the Employee's employment so terminates.
(E) The Employee acknowledges that his employment by the
Company and agreements herein (including the agreements of paragraphs 7 and 8)
are, in light of the circumstances under which they are effective, including any
payments to be made to him under subparagraph 8(D), reasonable, and the Company
acknowledges that such payments are an essential inducement to the Employee's
agreeing to the provisions of this paragraph 7 and 8. Accordingly, the Executive
shall be bound by paragraphs 7 and 8 to the maximum extent permitted by law, it
being the intent and spirit of the parties that the foregoing shall be fully
enforceable (assuming full payment provided for in
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subparagraph 8(D) is made). However, the parties further agree that, if any of
the provisions hereof shall for any reason be held to be excessively broad as to
duration, geographical scope, property or subject matter, such provision shall
be construed by limiting and reducing it so as to be enforceable to the maximum
extent compatible with the applicable law.
(F) The Employee acknowledges that the remedy at law for
any breach of the provisions of paragraphs 7 and 8 would be inadequate.
Therefore, the Employee agrees and consents that if he violates the provisions
of paragraph 7 or 8, the Company, in addition to any other rights and remedies
available under this Agreement or otherwise, shall be entitled to an injunction
to be issued or specific performance to be required restricting the Employee
from committing or continuing any such violation.
9. Termination:
(A) Death: In the event of the Employee's death during
the term of his employment, the Employee's designated beneficiary or, in the
absence of such beneficiary designation, his estate, shall be entitled to
payment of all compensation accrued through the date of death and a continuation
of the Employee's annual salary at the rate in effect immediately prior to his
death (or, if greater, at the highest annual salary rate in effect at any time
during the one-year period preceding the Employee's date of death) for a period
of one year from the date of death. In addition, the Employee's beneficiary
and/or dependents shall be entitled, for the same one-year period, to
continuation, at the Company's expense, of such benefits as are at the time of
the Employee's death being provided to them under subparagraph 5(A) hereof and
any additional benefits as may be provided during such one-year period to
dependents of the Company's executive officers in accordance with the terms of
the Company's policies and practices. In addition, any stock option
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granted to the Employee which has not, by its express terms, vested shall be
deemed to have vested as of the date of his death and shall thereafter be
exercisable by the Employee's beneficiary or estate for the maximum period of
time allowed for exercise thereof under the terms of such option.
(B) Disability:
(a) In the event the Employee shall suffer a
Disability (as defined below) for a period of at least six consecutive months or
nine months in the aggregate in any 12-month period, the Company shall have the
option at any time thereafter to notify the Employee of the Company's election
to terminate the Employee's employment hereunder for Disability. Such
termination will become effective on the date fixed by the Board of Directors in
a written notice of termination to the Employee (but not less than 30 days after
such notice is given), unless the Employee shall have returned to perform his
duties prior to the effective date of such termination. The Employee's
compensation, as provided for hereunder, shall continue to be paid during any
period of Disability prior to and including the date on which the Employee's
employment is terminated for Disability. All obligations of the Company
hereunder (except as otherwise provided in this Agreement) shall cease upon the
effectiveness of such termination, provided that (and regardless of whether the
Employee shall die prior to the expiration of the two-year period provided for
in this subparagraph 9(B)) (i) the Employee (or the Employee's designated
beneficiary or, in the absence of such beneficiary, his spouse or, upon his
death, his estate) shall be entitled (x) to all compensation accrued through the
date of termination of employment and (y) a continuation of the Employee's
annual salary (at the rate in effect immediately prior to his termination by
reason of Disability or, if greater, at the highest annual salary rate in effect
at any time during the one-year period preceding the date of termination by
reason of Disability) from the date of termination of employment to the
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expiration of two years from the date of such termination for Disability and
(ii) such termination shall not affect or impair any right the Employee may have
under any policy of long term disability insurance or benefits then maintained
on his behalf by the Company. In addition, for a period of two years following
termination of the Employee's employment for Disability, the Employee and his
dependents, as the case may be, shall continue to receive the benefits set forth
under subparagraph 5(A) hereof, as well as any additional benefits as may be
provided during such two-year period to executive employees or their dependents
during such period in accordance with the terms of the Company's policies and
practices. Any stock option granted to the Employee which has not, by its
express terms, vested shall be deemed to have vested on the date of such
termination of employment and shall thereafter be exercisable by the Employee,
his beneficiary, conservator or estate, as applicable, for the maximum period of
time allowed for exercise thereof under the terms of such option.
(b) "Disability" as used herein shall mean
the inability of the Employee, due to physical or mental illness, injury or
disease to substantially perform his normal duties as President, Chief Operating
Officer and Chief Executive Officer.
(C) By the Company For Cause:
(a) The Company shall have the right, before
the expiration of the term of this Agreement, to terminate this Agreement and to
discharge the Employee for cause (hereinafter "Cause") , and all compensation to
Employee shall cease to accrue upon discharge of the Employee for Cause. For the
purposes of this Agreement, the term "Cause", shall mean and be limited to (i)
the Employee's conviction of a felony involving moral turpitude; and (ii) the
continued and willful failure by the Employee to substantially and materially
perform his duties hereunder (which shall not include
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any business judgment made in good faith by the Employee) which failure is not
cured in accordance with the third sentence of clause (b) below.
(b) If the Company elects to terminate the
Employee's employment for Cause under clause (a) (i) above, such termination
shall become effective five days after the Company gives written notice of such
termination to the Employee. In the event the Company intends to discharge
Employee under clause (a)(ii) above, the Board of Directors shall provide the
Employee with reasonable notice (but not less than 30 days) of its intention to
effect a termination for Cause. Any such notice shall be in writing and shall
specify the grounds for the existence of Cause, and provide the Employee with an
opportunity of not less than 30 days following his receipt of such notice to
cure same. In the event of a termination of the Employee's employment for Cause
in accordance with the provisions of subparagraph 9(C), the Company shall,
except to the extent provided in subparagraph 8(D), have no further obligation
to the Employee, except for the payment of all compensation accrued through the
date of such termination and any other benefits to which he or his dependents
may be entitled by law.
(D) By the Employee for Reason:
The Employee shall have the right to terminate his
employment at any time for "good reason" (hereinafter "Reason"). The term
"Reason" shall mean (i) the failure to elect or appoint, or re-elect or
re-appoint, the Employee to, or removal or attempted removal of the Employee
from, his position as President, Chief Operating Officer and Chief Executive
Officer with the Company, except in connection with the proper termination of
the Employee's employment by the Company by reason of Cause or Disability; (ii)
a reduction in the Employee's salary or benefits (other than his discretionary
bonus under subparagraph 3(B) above); (iii) an adverse change in the nature or
scope
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of the authorities, powers, functions or duties normally attached to the
Employee's position with the Company; (iv) the Company's failure or refusal to
perform any obligations required to be performed by it in accordance with this
Agreement after a reasonable (not less than 10 days) notice and an opportunity
to cure same; or (v) a change in the location at which substantially all of the
Employee's duties with the Company are to be performed to a location that is not
within a 20-mile radius of Copiague, New York, where the Employee is currently
performing substantially all of his duties. An election by the Employee to
terminate his employment under the provisions of this subparagraph 9(D) shall
not be deemed a voluntary termination of employment of the Employee for the
purpose of interpreting the provisions of any of the Company's employee benefit
plans, programs, or policies.
(E) Severance:
(a) If the Employee's employment hereunder
shall be terminated by the Company for any reason other than for Cause or
Disability (it being expressly agreed that termination at the end of the term of
this Agreement, even if based on a notice not to extend the term of this
Agreement pursuant to paragraph 1, or termination as a result of the Employee's
death shall not be deemed termination by the Company) or by the Employee for
Reason, the Employee shall thereupon be entitled to receive as severance pay, in
a lump sum, an amount equal to the product of: (A) three (or such lesser number
as equals the remaining period of the term of this Agreement, rounded to the
nearest tenth) and (B) the sum of the Employee's annual salary rate in effect
immediately prior to his cessation of employment with the Company (or, if
greater, the highest annual salary rate in effect at any time during the
one-year period preceding the date of such termination) and the most recent
bonuses paid or payable in respect of the Company's most recent fiscal year
ended prior to the date of such termination (or, if greater, the bonuses paid in
respect of the Company's current fiscal year
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or next most recent fiscal year ended prior to the date of such termination). In
addition, the Employee and his dependents shall continue to receive the benefits
set forth in subparagraph 5(A) hereof, as well as any additional benefits as may
be provided during the two-year period following the date of such termination to
executive officers or their dependents during such period in accordance with the
Company's policies and practices. Furthermore, any stock option granted to the
Employee which has not, by its express terms, vested shall be deemed to have
vested on the date of such termination of employment, and shall thereafter be
exercisable for the maximum period of time allowed for exercise thereof under
the terms of such option, assuming, in the case of the Employee's termination of
employment for Reason that the Employee's employment with the Company had been
terminated by the Company other than for Cause.
(b) Notwithstanding any other provision of
this paragraph 9, if it is determined that part or all of the compensation or
benefits to be paid to the Employee under this Agreement in connection with the
Employee's termination of employment, or under any other plan, arrangement or
agreement, constitutes a "parachute payment" under section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended, then, the amount constituting a
parachute payment, which would otherwise be payable to or for the benefit of the
Employee, shall be reduced, but only to the extent necessary, so that such
amount would not constitute a parachute payment. Any determination that a
payment constitutes a parachute payment shall be made as promptly as practicable
(but no more than 30 days) following the Employee's termination of employment by
the independent public accountants that audited the Company's financial
statements for the fiscal year preceding the year in which Employee's employment
was terminated, whose determination shall be final and binding in all cases.
Unless the Employee receives notice that a payment (or payments) will
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constitute a parachute payment within 30 days of the date the Employee's
employment terminates hereunder, no payment (or payments) shall be deemed to
constitute a parachute payment. If the determination made pursuant to this
clause (b) results in a reduction of the payments that would otherwise be paid
to the Employee, the Employee may elect, in his sole discretion, which and how
much of any particular entitlement shall be eliminated or reduced (giving effect
to any payments and benefits that may have been received prior to such
termination) and shall advise the Company in writing of his election within 10
days of the determination of the reduction in payments. If no such election is
made by the Employee within such 10-day period, the Company shall determine
which and how much of any entitlement shall be eliminated or reduced and shall
notify the Employee promptly of such determination. Within 10 days following
such determination and the elections hereunder, the Company shall pay to, or
distribute to or for the benefit of, the Employee such amounts as are then due
to the Employee under this Agreement and shall timely pay to, or distribute to
or for the benefit of, the Employee in the future such amounts as become due to
the Employee under this Agreement.
(F) Resignation or Expiration of Term : In the event the
Employee resigns without Reason prior to the expiration hereof or if the term
expires in accordance with the proviso contained in paragraph 1, he shall,
subject to paragraph 8 (D), be entitled to receive only compensation accrued
through such resignation date or expiration date, as the case may be, and such
benefits to which he is entitled by law.
(G) Extension of Benefits: Any extension of benefits
following the termination of employment provided for herein shall be deemed to
be in addition to, and not in lieu of, any period for benefits continuation
provided for by law at the Company's, the Employee's or his dependents' expense.
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10. Indemnification: The Company hereby agrees to indemnify and hold
the Employee harmless to the extent of any and all claims, suits, proceedings,
damages, losses or liabilities incurred by the Employee and arising out of any
acts or decisions done or made in the authorized scope of his employment
hereunder. The Company hereby agrees to pay all expenses, including reasonable
attorney's fees, actually incurred by the Employee in connection with the
defense of any such action, suit or proceeding and in connection with any appeal
thereon, including the cost of court settlements. Nothing contained herein shall
entitle the Employee to indemnification by the Company in excess of that
permitted under applicable law or limit the Employee's entitlement to
indemnification under the Company's Certificate of Incorporation, By-Laws,
statute, common law or any other contract to which the Employee and the Company
may now or in the future be parties, or to which the Employee may be or may
become a third party beneficiary.
11. Mitigation: The Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, nor shall the amount of any payment provided for in this Agreement
be reduced by any compensation earned by the Employee as the result of
employment by another employer after the date of his termination or otherwise.
12. Waiver. Any waiver by either party of a breach of any provision
of this Agreement shall not operate as or be construed as a waiver of any
subsequent breach hereof.
13. Governing Law: The validity of this Agreement or of any of the
provisions hereof shall be determined under and in accordance with the laws of
the State of New York, without regard to the principles of conflicts of law.
14. Notice: Any notice required to be given pursuant to the
provisions of this Agreement shall be in writing and shall be delivered in
person or by registered or certified mail to the respective parties at their
addresses set forth on the first page of this Agreement (or such other address
as the party to receive notices has given by notice hereunder to the other
party). Any such notice by
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personal delivery shall become effective upon receipt and any notice by
registered or certified mail shall become effective five business days after
mailed.
15. Assignment: This Agreement shall be binding upon the Company,
its successors (including any transferee of the goodwill of the Company) or
assigns.
16. Miscellaneous: This Agreement contains the entire understanding
between the parties hereto relating to the subject matter hereof and supersedes
all other oral and written agreements or understandings between them. No
modification or addition hereto or waiver or cancellation of any provision shall
be valid except by a writing signed by the party to be charged therewith.
17. Obligations of a Continuing Nature: It is expressly understood
and agreed that the covenants, agreements and restrictions undertaken by or
imposed on the Employee or the Company hereunder, which are stated to exist or
continue after termination of the Employee's employment with the Company, shall
exist and continue in accordance with their terms for the respective periods of
time set forth herein.
18. Severability: The parties agree that if any of the covenants,
agreements or restrictions contained herein is held to be invalid by any court
of competent jurisdiction, such holding will not invalidate any of the other
covenants, agreements and/or restrictions herein contained and such invalid
provisions shall be severable so that the invalidity of any such provision shall
not invalidate any others.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
TII INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman of the Board
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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