**Exhibit 10.62****EMPLOYMENT AGREEMENT****EFFECTIVE AS OF JANUARY 1, 2006****BETWEEN****VODAVI TECHNOLOGY, INC.****AND****DAVID A. HUSBAND**
 

 
TABLE OF CONTENTS     1.Employment  1 2. Full Time Occupation  1 3. Compensation and other Benefits  1 (a) Salary  1 (b) Bonus  1 (c) Reimbursement  2 (d) Fringe Benefits  2 4. Term of Employment  2 (a) Employment Term  2 (b) Termination Under Certain Circumstances  2 (c) Result of Termination  4 (d) Result of Change of Control  4 5. Competition and Confidential Information  4 (a) Interests to be Protected  4 (b) Non-Competition  5 (c) Non-Solicitation of Employees  5 (d) Confidential Information  6 (e) Return of Books and Papers  6 (f) Disclosure of Information  6 (g) Assignment  6 (h) Equitable Relief  6 (i) Restrictions Separable  7 (j) Survival  7 6. Miscellaneous  7 (a) Notices  7 (b) Indulgences; Waivers  8 (c) Controlling Law  8 (d) Binding Nature of Agreement; Successors and Assigns  8 (e) Execution in Counterparts  8 (f) Provisions Separable  9 (g) Entire Agreement  9 (h) Paragraph Headings  9 (i) Number of Days  9 
 

 
**EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(“Agreement”) is made as of January 29, 2006, to be effective as ofJanuary 1, 2006 (the “Effective Date”) by and between **VODAVI TECHNOLOGY, INC.**, a Delawarecorporation (“Employer”) and **DAVID A. HUSBAND**(“Employee”).**RECITALS**     A. Employer and Employee are currently parties to that certain Employment Agreement datedFebruary 10, 2004 and effective January 1, 2004 (the “Prior Employment Agreement”).     B. Pursuant to Section 6(g) of the Prior Employment Agreement, the Prior Employment Agreementmay not be modified or amended other than by an agreement in writing.     C. Employer desires to continue to employ Employee and Employee desires to continue suchemployment, all on the terms and conditions hereinafter set forth.     D. Employer and Employee believe that it is in their mutual best of interests that thisAgreement supersede the Prior Employment Agreement in its entirety pursuant to the terms hereof.**AGREEMENT**     **NOW, THEREFORE**, in consideration of the premises and of the mutual covenants set forth in thisAgreement, the parties hereto agree as follows:     1. **Employment**. Employer hereby employs Employee, and Employee hereby accepts such employment,as Vice President — Finance and Chief Financial Officer of Employer and in such other executivecapacities and for such other executive duties and services as shall from time to time be mutuallyagreed upon by Employer and Employee.     2. **Full Time Occupation**. Employee shall devote Employee’s entire business time, attention,and efforts to the performance of Employee’s duties under this Agreement, and shall serve Employerfaithfully and diligently and shall not engage in any other employment while employed by Employer.     3. **Compensation and other Benefits.**          (a) **Salary**. Employer shall pay to Employee, as compensation for the services rendered byEmployee during Employee’s employment under this Agreement, a base salary at arate of $175,000 per annum (the “Base Salary”). Employer shall pay the Base Salary inaccordance with Employer’s established payroll procedures.          (b) **Bonus**. In addition to the Base Salary, Employee shall be eligible to receive annual bonuscompensation (the “Bonus”) in an amount to be set by the Compensation Committee of Employer’s Boardof Directors, at the committee’s sole and exclusive discretion.
 

 
          (c) **Reimbursement**. Employer shall reimburse Employee for all travel and entertainmentexpenses and other ordinary and necessary business expenses incurred by Employee in connection withthe business of Employer and Employee’s duties under this Agreement. The term “business expenses”shall not include any item not at least partially deductible by Employer for federal income taxpurposes. Reimbursements shall be made by Employer in accordance with Employer’s normal expensepolicies and procedures.          (d) **Fringe Benefits**. Employee shall be entitled to participate in any group insurance,pension, retirement, vacation, expense reimbursement, and other plans, programs, and benefitsapproved by the Board of Directors and made available from time to time to executive employees ofEmployer generally during the term of Employee’s employment hereunder. The foregoing shall notobligate Employer to adopt or maintain any particular plan, program, or benefit.     4. **Term of Employment.**          (a) **Employment Term**. The term of Employee’s employment hereunder shall commence on the datehereof and shall continue until December 31, 2006. The term of Employee’s employment hereundershall automatically renew for successive one-year terms, unless and until terminated by eitherparty giving written notice to the other not less than 30 days prior to the end of the then-currentterm or as otherwise set forth in Section 4(b).          (b) **Termination Under Certain Circumstances**. Notwithstanding anything to the contrary hereincontained:               (i) **Death**. Employee’s employment and this Agreement shall be automatically terminated,without notice, effective upon the date of Employee’s death.               (ii) **Disability**. If Employee shall fail to perform any of Employee’s essential job duties under thisAgreement as the result of illness or other incapacity, with or without reasonable accommodation,for a period of more than 12 consecutive weeks, or for more than 12 weeks within any 12-monthperiod, as determined by Employer for purposes of compliance with the Family and Medical Leave Act,Employer may, at its option, and upon notice to Employee, terminate Employee’s employment and thisAgreement effective on the date of that notice.               (iii) **Unilateral Decision of Employer**. Employer may, at its option, upon notice to Employee,terminate Employee’s employment and this Agreement effective on the date of that notice. Amaterial reduction in Employee’s responsibilities, as such responsibilities are described inSection 1 of this Agreement, by Employer shall constitute a termination under thisSection 4(b)(iii).               (iv) **Unilateral Decision by Employee**. Employee may, at his option and upon notice toEmployer, terminate Employee’s employment and this Agreement effective on the date of that notice.               (v) **Termination for Cause**. Employer may terminate Employee’s employment under this Agreementat any time, effective upon written notice to
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Employee, if the termination of Employee’s employmentis for Cause. For purposes of this Section 4(b)(v), for Cause shall mean: (A) the failureor refusal of Employee to perform the duties or render the services reasonably assigned to him fromtime to time by the Board of Directors; (B) gross negligence or willful misconduct by Employee inthe performance of his duties as an employee of Employer; (C) the charging or indictment ofEmployee in connection with a felony; (D) the association, directly or indirectly, of Employee, forhis profit or financial benefit, with any person, firm, partnership, association, entity orcorporation that competes, in any material way, with Employer; (E) the disclosing or using of anymaterial “Confidential Information” (as hereinafter defined) of Employer at any time by Employee,except as required in connection with his duties to Employer; (F) the breach by Employee of hisfiduciary duty or duty of trust to Employer, including the commission by Employee of an act offraud or embezzlement against Employer; (G) chronic absenteeism; (H) substance abuse; or (I) anyother material breach by Employee of any of the terms or provisions of this Agreement, which othermaterial breach is not cured within ten (10) business days of notice by Employer.               (vi) **Change of Control**. In the event of a Change of Control (as defined below), Employer orEmployee may, at their respective option, upon notice to the other, terminate Employee’s employmentby providing the other party with 30 days’ written notice after the effective date of the Change ofControl. For the purposes of this Agreement, a “Change in Control” shall mean a change in controlof Employer of a nature that would be required to be reported in response to Item 6(e) of Schedule14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as ineffect on the date of this Agreement, or if Item 6(e) is no longer in effect, any regulationsissued by the Securities and ExchangeCommission pursuant to the Securities Exchange Act of 1934, as amended, which serve similarpurposes; provided further that, without limitation, a Change in Control shall be deemed to haveoccurred if and when:                    (A) **Turnover of Board**. The following individuals no longer constitute a majority of themembers of the Board of Directors of Employer: (1) the individuals who, as of the date of thisAgreement, constitute the Board of Directors of Employer (the “Current Directors”); (2) theindividuals who thereafter are elected to the Board of Directors of Employer and whose election, ornomination for election, to the Board of Directors of Employer was approved by a vote of at least amajority of the Current Directors then still in office (such directors becoming “AdditionalDirectors” immediately following their election); and (3) the individuals who are elected to theBoard of Directors of Employer and whose election, or nomination for election, to the Board ofDirectors of Employer was approved by a vote of at least a majority of the Current Directors andAdditional Directors then still in office (such directors also becoming “Additional Directors”immediately following their election);                    (B) **Tender Offer**. A tender offer or exchange offer is made whereby the effect of such offeris to take over and control Employer, and such offer is consummated for the equity securities ofEmployer representing thirty percent (30%) or more of the combined voting power of Employer’s thenoutstanding voting securities;                    (C) **Merger or Consolidation**. The stockholders of Employer shall approve a merger,consolidation, recapitalization, or reorganization of Employer, a reverse stock split ofoutstanding voting securities, or consummation of any such transaction if
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stockholder approval isnot obtained, other than any such transaction that would result in at least seventy-five percent(75%) of the total voting power represented by the voting securities of the surviving entityoutstanding immediately after such transaction being beneficially owned by the holders ofoutstanding voting securities of Employer immediately prior to the transaction, with the votingpower of each such continuing holder relative to other such continuing holders not substantiallyaltered in the transaction; or                    (D) **Liquidation or Sale of Assets**. The stockholders of Employer shall approve a plan ofcomplete liquidation of Employer or an agreement for the sale or disposition by Employer of all ora substantial portion of Employer’s assets to another person or entity, which is not a wholly ownedsubsidiary of Employer (i.e., fifty percent (50%) or more of the total assets of Employer).          (c) **Result of Termination**. In the event of the termination of Employee’s employment pursuantto Sections 4(b)(i), (iv), or (v) above, Employee shall receive no furthercompensation under thisAgreement and all of Employee’s unvested options shall be cancelled. In the event of thetermination of Employee’s employment pursuant to Section 4(b)(ii) or (iii) above,               (i) Employee shall continue to receive his Base Salary and benefits during the SeverancePeriod. For purposes of this Agreement, the “Severance Period” shall be a period commencing on thedate of termination and ending on the date that is twelve months following the date of termination;and               (ii) Employee’s vested options as of the date of termination shall remain outstanding throughthe 120-day period following the then-current term of this Agreement. All of Employee’s unvestedoptions as of the date of termination shall be cancelled.          (d) **Result of Change of Control**. As incentive for Employee to actively pursue the best interestsof Employer’s stockholders, in the event of a Change of Control (as that term is defined inSection 4(b)(vi) of this Agreement), then (i) Employee shall earn the Change of ControlBonus, which shall be paid in one lump sum payment within ten business days from the effective dateof the Change of Control in the event of a Change of Control; and (ii) any options held by Employeethat remain unvested as of the effective date of the Change of Control shall become fully vestedand exercisable as of such effective date. For purposes of this Agreement, the “Change ofControlBonus” shall be based on the value of the transaction resulting in the Change of Controland, at a minimum, shall be equal to $100,000 plus 1% of the transaction value in excess of$26,000,000. The Change of Control Bonus shall be payable in cash, securities, or otherconsideration in the same proportions as paid in the transaction resulting in the Change ofControl. In addition, in the event of the termination of Employee’s employment pursuant toSection 4(b)(vi) above Employee shall continue to receive his Base Salary during theSeverance Period.     5. **Competition and Confidential Information.**          (a) **Interests to be Protected**. For purposes of this Section 5, the term “Employer”shall include Vodavi Technology, Inc. and any entity that is a direct or indirect
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subsidiary ofVodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employeewill perform essential services for Employer during the term of Employee’s employment withEmployer. Employee will be exposed to, have access to, and be required to work with a considerableamount of Confidential Information (as defined below). The parties also expressly recognize andacknowledge that the personnel of Employer have been trained by and are valuable to Employer andthat Employer will incur substantial expense in recruiting and training personnel if it must hirenew personnel or retrain existing personnel to fill vacancies. The parties also expresslyrecognize that it could seriously impair the goodwill and diminish the value of Employer’s businessshould Employee compete with Employer in any manner whatsoever. The parties acknowledge that thiscovenant has an extended duration; however, they agree that this covenant is reasonable, and it isnecessary for the protection of Employer, its stockholders, and employees. For these and otherreasons, and the fact that there are many other employment opportunities available to Employee ifhis employment with Employer is terminated, the partiesare in full and complete agreement that the following restrictive covenants are fair andreasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party wasgiven the opportunity to consult with independent legal counsel before entering into thisAgreement.          (b) **Non-Competition**. During the term of Employee’s employment with Employer and for theperiod ending 12 months after the termination of Employee’s employment with Employer, or, in thealternative, in the event any reviewing court finds 12 months to be overbroad or unenforceable, fora period of nine months after the termination of Employee’s employment with Employer, or, in thealternative, in the event any reviewing court finds nine months to be overbroad or unenforceable,for a period of six months after the termination of Employee’s employment with Employer, or, in thealternative, in the event any reviewing court finds six months to be overbroad or unenforceable,for a period of three months after the termination of Employee’s employment with Employer,regardless of the reason therefor, Employee shall not (whether directly or indirectly, as owner,principal, agent, stockholder, director, officer, manager, employee, partner, participant, or inany other capacity) engage in or become financially interested in any competitive businessconducted within the Restricted Territory (as defined below). As used herein, the term“competitive business” shall mean any business that designs, develops, markets, or supportscommercial telephone systems, commercial grade telephones, voice processing systems (including, butnot limited to, automated attendant, voice mail, or fax mail), computer-telephony integrationproducts, and related computer software products; and the term “Restricted Territory” shall meanany area in which Employer conducts its business during Employee’s employment hereunder.          (c) **Non-Solicitation of Employees**. During the term of Employee’s employment and for a periodof 12 months after the termination of Employee’s employment with Employer, or, in the alternative,in the event any reviewing court finds 12 months to be overbroad or unenforceable, for a period ofnine months after the termination of Employee’s employment with Employer, or, in the alternative,in the event any reviewing court finds nine months to be overbroad or unenforceable, for a periodof six months after the termination of Employee’s employment with Employer, or, in the alternative,in the event any reviewing court finds six months to be overbroad or unenforceable, for a period ofthree months after the termination of Employee’s employment with Employer, regardless of the reasontherefor, Employee shall not directly or indirectly, for himself, or on behalf of, or inconjunction with, any
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other person, company, partnership, corporation, or other entity, seek tohire or hire any of Employer’s personnel or employees for the purpose of having such employeeengage in services that are the same, similar, or related to the services that such employeeprovided for Employer.          (d) **Confidential Information**. Employee shall maintain in strict secrecy all confidential ortrade secret information, whether patentable or not, relating to the business of Employer (the“Confidential Information”) obtained by Employee in the course of Employee’s employment, andEmployee shall not, unless first authorized in writing by Employer, disclose to, or use forEmployee’s benefit or for the benefit of any person, firm, or entity at any time either during orsubsequent to the term of Employee’s employment, any Confidential Information, except as requiredin the performance of Employee’s duties on behalf of Employer. For purposes hereof, ConfidentialInformation shall include without limitation any technical plans and drawings or otherreproductions or materials of any kind; any financial information with respect to Employer or itsbusiness; any trade secrets, knowledge, or information with respect to products, processes,inventions, formulae, software, source codes, object codes, algorithms, and services provided; anyoperating procedures, techniques, or know-how; any business methods or forms; any names, addresses,or data on suppliers or customers; and any business policies or other information relating to ordealing with the purchasing, sales, advertising, promotional, or distribution policies or practicesof Employer.          (e) **Return of Books and Papers**. Upon the termination of Employee’s employment with Employerfor any reason, Employee shall deliver promptly to Employer all samples or demonstration models,catalogues, manuals, memoranda, drawings, software, source or object code, formulae, andspecifications, and operating procedures; all cost, pricing, and other financial data; all supplierand customer information; all other written or printed materials that are the property of Employer(and any copies of them); and all other materials which may contain Confidential Informationrelating to the business of Employer, which Employee may then have in his possession whetherprepared by Employee or not.          (f) **Disclosure of Information**. Employee shall disclose promptly to Employer, or its nominee,any and all ideas, designs, processes, and improvements of any kind relating to the business ofEmployer, whether patentable or not, conceived or made by Employee, either alone or jointly withothers, during working hours or otherwise, during the entire period of Employee’s employment withEmployer, or within six months thereafter.          (g) **Assignment**. Employee hereby assigns to Employer or its nominee the entire right, title,and interest in and to all inventions, discoveries, and improvements, whether patentable or not,that Employee may conceive or make during Employee’s employment with Employer, or within six monthsthereafter, and which relate to the business of Employer. Whenever requested to do so by Employer,whether during the period of Employee’s employment or thereafter, Employee shall execute any andall applications, assignments, and other instruments that Employer shall deem necessary orappropriate to apply for, obtain, or maintain Letters Patent of the United States or of any foreigncountry, or to protect otherwise the interest of Employertherein.          (h) **Equitable Relief**. In the event a violation of any of the restrictions contained in thisSection 5 is established, Employer shall be entitled to preliminary and
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permanentinjunctive relief as well as damages and an equitable accounting of all earnings, profits, andother benefits arising from such violation, which right shall be cumulative and in addition to anyother rights or remedies to which Employer may be entitled. In the event of a violation of anyprovision of Sections 5(b), 5(c), 5(f), or 5(g) of this Agreement,the period for which those provisions would remain in effect shall be extended for a period of timeequal to that period beginning when such violation commenced and ending when the activitiesconstituting such violation shall have been finally terminated in good faith.          (i) **Restrictions Separable**. If the scope of any provision of this Section 5 is foundby a Court to be too broad to permit enforcement to its full extent, then such provision shall beenforced to the maximum extent permitted by law. The parties agree that the scope of any provisionof this Section 5 may be modified by a judge in any proceeding to enforce this Agreement,so that such provision can be enforced to the maximum extent permitted by law. Each and everyrestriction set forth in this Section 5 is independent and severable from the others, andno such restriction shall be rendered unenforceable by virtue of the fact that, for any reason, anyother or others of them may be unenforceable in whole or in part.          (j) **Survival**. Employer and Employee acknowledge and agree that the obligations and rights setforth in this Section 5 shall survive the termination of this Agreement and Employee’semployment by either Employer or Employee under Section 4 of this Agreement.     6. **Miscellaneous.**          (a) **Notices**. All notices, requests, demands, and other communications required or permittedunder this Agreement shall be in writing and shall be deemed to have been duly given, made, andreceived (i) if personally delivered, on the date of delivery, (ii) if by facsimile transmission,24 hours after transmitter’s confirmation of the receipt of such transmission, (iii) if mailed,three days after deposit in the United States mail, registered or certified, return receiptrequested, postage prepaid and addressed as provided below, or (iv) if by a courier deliveryservice providing overnight or “next-day” delivery, on the next business day after deposit withsuch service addressed as follows:          (1) If to Employer:             Vodavi Technology, Inc.      4717 East Hilton Avenue      Suite 400      Phoenix, Arizona 85034      Attention: Chairman of the Board      Fax: (480) 483-0144
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             with a copy given in the manner      prescribed above, to:             Greenberg Traurig, LLP      2375 E. Camelback Road, Suite 700      Phoenix, Arizona 85016      Attention: Robert S. Kant, Esq.      Fax: (602) 445-8100          (2) If to Employee:             David A. Husband      16608 S. 15th Drive      Phoenix, Arizona 85045Either party may alter the address to which communications or copies are to be sent by givingnotice of such change of address in conformity with the provisions of this paragraph for the givingof notice.          (b) **Indulgences; Waivers**. Neither any failure nor any delay on the part of either party toexercise any right, remedy, power, or privilege under this Agreement shall operate as a waiverthereof, nor shall any single or partial exercise of any right, remedy, power, or privilegepreclude any other or further exercise of the same or of any other right, remedy, power, orprivilege, nor shall any waiver of any right, remedy, power, or privilege with respect to anyoccurrence be construed as a waiver of such right, remedy, power, or privilege with respect to anyother occurrence. No waiver shall be binding unless executed in writing by the party making thewaiver.          (c) **Controlling Law**. This Agreement and all questions relating to its validity,interpretation, performance, and enforcement shall be governed by and construed in accordance withthe laws of the state of Arizona, notwithstanding any Arizona or other conflict-of-interestprovisions to the contrary.          (d) **Binding Nature of Agreement; Successors and Assigns**. This Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective heirs, personalrepresentatives, successors, and assigns; provided that because the obligations of Employeehereunder involve the performance of personal services, such obligations shall not be delegated byEmployee. For purposes of this Agreement, successors and assigns shall include, but not be limitedto, any individual,corporation, trust, partnership, or other entity that acquires a majority of the stock orassets of Employer by sale, merger, consolidation, liquidation, or other form of transfer.Employer will require any successor (whether direct or indirect, by purchase, merger,consolidation, or otherwise) to all or substantially all of the business and/or assets of Employerto expressly assume and agree to perform this Agreement in the same manner and to the same extentthat Employer would be required to perform it if no such succession had taken place.          (e) **Execution in Counterparts**. This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original as against any party
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whose signature appearsthereon, and all of which shall together constitute one and the same instrument. This Agreementshall become binding when one or more counterparts hereof, individually or taken together, shallbear the signatures of the parties reflected hereon as the signatories.          (f) **Provisions Separable**. The provisions of this Agreement are independent of and separablefrom each other, and no provision shall be affected or rendered invalid or unenforceable by virtueof the fact that for any reason any other or others of them may be invalid or unenforceable inwhole or in part.          (g) **Entire Agreement**. This Agreement contains the entire agreement and understanding betweenthe parties hereto with respect to the subject matter hereof and supersedes all prior andcontemporaneous agreements and understandings, inducements and conditions, express or implied, oralor written, except as herein contained. The express terms hereof control and supersede any courseof performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreementmay not be modified or amended other than by an agreement in writing.          (h) **Paragraph Headings**. The paragraph headings in this Agreement are for convenience only;they form no part of this Agreement and shall not affect its interpretation.          (i) **Number of Days**. In computing the number of days for purposes of this Agreement, all daysshall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the finalday of any time period falls on a Saturday, Sunday, or holiday, then the final day shall be deemedto be the next day that is not a Saturday, Sunday, or holiday.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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     **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first abovewritten.         **VODAVI TECHNOLOGY, INC.**           By: