0001193125-04-053303 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of this day of December 2003, is entered into by and between Comdial Corporation (the “Company”), a Delaware corporation, having offices at 106 Cattlemen Road, Sarasota, Florida 34232 and Neil P. Lichtman, a citizen of the United States who resides at 30981 Via Errecarte, San Juan Capistrano, CA 92675 (the “Executive”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • Florida

THIS FIRST AMENDMENT (the “Amendment”) to the Executive Employment Agreement dated December 24, 2003 (the “Employment Agreement”) shall become effective as of March , 2004 (the “Amendment Effective Date”) by and between Neil P. Lichtman, who resides at 30981 Via Errecarte, San Juan Capistrano, CA 92675 (the “Executive”), and Comdial Corporation, a Delaware corporation having offices at 106 Cattlemen Road, Sarasota, Florida 34232 (the “Company”). Capitalized terms used in this Amendment shall have the same meanings set forth in the Employment Agreement.

COMDIAL CORPORATION
Bridge Financing Subscription Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • New York

BRIDGE FINANCING SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of this day of February 2004 between Comdial Corporation, a corporation organized under the laws of the State of Delaware with offices at 106 Cattlemen Road, Sarasota, Florida 34232 (the “Company”), and the undersigned (the “Subscriber”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date], by and between Comdial Corporation, a Delaware corporation (the “Company”), and [name], its [title] (the “Indemnitee”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Comdial Corp • Telephone & telegraph apparatus • Florida

THIS SECOND AMENDMENT (the “Amendment”) to the Executive Employment Agreement dated September 27, 2001, as amended as of June 20, 2002 (the “Employment Agreement”) shall become effective as of September 28, 2003 (the “Amendment Effective Date”) by and between Nickolas A. Branica, an individual residing at 8230 Sanderling Road, Sarasota, Florida 34242 (the “Executive”), and Comdial Corporation, a Delaware corporation having offices at 106 Cattlemen Road, Sarasota, Florida 34232 (the “Company”). Capitalized terms used in this Amendment shall have the same meanings set forth in the Employment Agreement.

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