0001116502-09-000125 Sample Contracts

Modification Agreement For Zoom Employee’s Severance Agreement
Modification Agreement • February 3rd, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus

Zoom Technologies, Inc., Zoom Telephonics, Inc. (together, “Zoom”) and the undersigned employee hereby agree that no Zoom Technologies option granted from January 1, 2009 to December 31, 2009 is or will be subject to accelerated vesting notwithstanding the provisions of any prior agreement entered into between Zoom and the undersigned employee. This agreement applies to any options issued in 2009, no matter whether they’ve been issued prior to the date of this agreement or not. In no event will accelerated vesting occur for such options.

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ZOOM TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 3rd, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus

Non-qualified Stock Option Agreement (the “Option”) made effective as of the 22nd day of January 2009 between Zoom Technologies, Inc., (the “Company”), and __________ (the “Recipient”), an employee of the Company, pursuant to the Company’s 1990 Stock Option Plan, as it may be amended from time to time (the “1990 Plan”).

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