0001104659-02-003146 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 29th, 2002 • Bogen Communications International Inc • Telephone & telegraph apparatus

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of April 22, 2002 (the “Date of Grant”) by and between Bogen Communications International, Inc., a Delaware corporation (the “Company”) and Kasimir Arciszeski (the “Grantee”).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 29th, 2002 • Bogen Communications International Inc • Telephone & telegraph apparatus

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of April 22, 2002 (the “Date of Grant”) by and between Bogen Communications International, Inc., a Delaware corporation (the “Company”) and Maureen A. Flotard (the “Grantee”).

SECOND MODIFICATION AGREEMENT
Modification Agreement • July 29th, 2002 • Bogen Communications International Inc • Telephone & telegraph apparatus • New York

THIS SECOND MODIFICATION AGREEMENT dated as of June 30, 2002 (the “Second Modification”) is entered into among BOGEN COMMUNICATIONS INTERNATIONAL, INC. and BOGEN COMMUNICATIONS, INC., each a Delaware Corporation (singly, a “Borrower” or collectively, the “Borrowers”) and KEYBANK NATIONAL ASSOCIATION (“Key”) both in its individual capacity and, as Agent for the “Banks” [as that term is defined in a “Credit Agreement” dated as of April 21, 1998 between the Borrowers, the Banks and Key (the “Credit Agreement”)].

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