EMPLOYMENT AGREEMENT









EMPLOYMENT AGREEMENT




 




EMPLOYMENT AGREEMENT dated as

of December 1, 2001, between Bogen Communications International, Inc., a

Delaware corporation (the “Company”), and Jonathan Guss (the “Executive”).




 




In consideration of the

mutual promises, terms, provisions and conditions set forth in this Agreement,

the parties hereby agree as follows:




 




1.             Employment, Duties and

Acceptance.




 




1.1        Employment

by the Company.  The Company

employs the Executive, for itself and its affiliates, to render exclusive and

full time services in such capacities as the Company’s Board of Directors may

assign, as the Chief Executive Officer of the Company and, in connection

therewith, to comply with the stated policies of the Company and perform such

duties consistent with such position as the Executive shall reasonably be

directed to perform by the Company’s Board of Directors. The Executive shall,

together with the President of the Company, be responsible for the

implementation of the overall direction, strategy and operations and administration

of the business of the Company with such powers and duties as are typically

provided or reserved to the senior executive officers of the Company under its

by-laws and the General Corporation law of the State of Delaware.

Notwithstanding the Executive’s obligation to render exclusive and full time

services to the Company, the Executive may (i) hold and make passive

investments, and (ii) continue to serve as a non-employee director or advisor

for those companies for which the Executive currently serves as a director or

advisor or (iii) engage in such other charitable, educational or business

activities as may be otherwise permitted by the Board of Directors of the

Company; provided, that such activities are not otherwise prohibited under

Section 5.1.




 




1.2

       Acceptance

of Employment by the Executive. The Executive accepts such

employment and shall render the services described above. Subject to election

by the Company’s Board of Directors as such, the Executive shall also serve

during all or any part of the Term (as defined below) as an officer of the

Company and of any of its subsidiaries, without any compensation therefore

other than as specified in this Agreement. 

The Executive shall be nominated to the Board of Directors of the

Company and, subject to election by the stockholders of the Company, shall

serve as a director of the Company during the Term, and at the discretion of

the Company, shall serve as a director of any one or more of the Company’s

subsidiaries, without any compensation therefore other than as specified in

this Agreement.  Notwithstanding the

foregoing, if the Executive is no longer employed by the Company as the Chief

Executive Officer or otherwise servicing the Company as a full-time consultant,

the Executive shall, upon request of the Company, promptly resign from the

Board of Directors of the Company and/or any of its subsidiaries.




 




1.3

       Place

of Employment.  The

Executive’s place of employment shall be Ramsey, New Jersey, or such other

location as may be agreed upon by the Executive and the Company, subject to

such reasonable travel as the rendering of the services hereunder may require.




 





























 




2.             Term of Employment and

Renewal.  The term of the

Executive’s employment under this Agreement (the “Term”) shall commence on

December 1, 2001 (the “Commencement Date”) and shall end at 5:00 pm (Eastern

Time) on November 30, 2004, unless sooner terminated as herein provided.   The Term will be automatically

renewed for successive one year periods expiring on November 30 of each year unless  either the Company or the

Executive has notified the other in writing at least 180 days prior to the

expiration of the initial Term (or any renewal Term) that the Company, or the

Executive, as the case may be, is electing to terminate this Agreement on the

then applicable expiration date, in which case this Agreement shall (unless

terminated sooner in accordance with the provisions hereof) terminate on such

date.  Where the Term has been extended

as provided herein, reference to “Term” shall include any renewal Term unless

otherwise indicated.




 




3.             Compensation.




 




3.1        Base

Salary. As compensation for all services to be rendered pursuant to

this Agreement, the Company shall pay the Executive, during each year of the

Term, a salary of not less than $240,750 per annum (the “Annual Salary”),

payable in accordance with the executive payroll policies of the Company as

from time to time in effect, less such deductions as shall be required to be

withheld by applicable law and regulations. 

On each anniversary of the Commencement Date, the Annual Salary shall be

increased by an amount equal to the Annual Salary for the twelve months

preceding such date multiplied by the greater of (i) 5% or (ii) the annual

increase in the Consumer Price Index for such year, as most recently reported

by the Bureau of Labor Statistics of the U.S. Department of Labor.




 




3.2        Retirement

Benefits.  The Executive

shall be entitled to participate in the Company’s 401(k) plan and/or a

non-qualified deferred compensation plan or any similar arrangement which may

be established by the Company (the “Deferred Plan”) and that employee shall be

entitled to make contributions to such 401(k) plan and the Deferred Plan (in

such combination as the Company may direct to be consistent with its plans) up

to an aggregate amount of $30,000 annually; provided, however, that if for any

year the Executive is eligible for, and the Company makes, matching

contributions to its 401(k) plan (the “Matched Amount”), the amount of the

Executive’s compensation to be paid for such year into the Deferred Plan shall

be reduced by the Matched Amount divided by the Executive’s individual combined

city, state and federal tax rate.




 




3.3

       Equity

Compensation. (a) Stock Options. The Executive shall be granted, as

soon as practicable following the `execution of this Agreement, a non-qualified

option to purchase 220,750 shares of Common Stock, $.001 par value per share

(the “Shares”), of the Company (the “Option”). The per Share exercise price of

the Option shall be the market price on the date of grant.  The Option shall be issued on terms and

provisions set forth in the form of Option Certificate approved by the Board, and shall otherwise have terms and conditions

no less favorable to Executive as those set forth in options heretofore granted

to the Executive, or as set forth herein requiring vesting in full upon a

Change of Control or in the event the Executive’s employment is terminated by

the Company, other than for “cause” under Section 4.3. The Executive shall be

eligible to participate in any cashless exercise plan made available to any

other holders of options of the Company, or if none, the Company shall provide

for Executive a cashless exercise plan to facilitate the exercise of Executive

of any and all options and warrants held by him, of by entities of which he is

a controlling person, on such terms and conditions as may be approved by the

Board. Options shall vest according to the schedule set forth on Exhibit A.




 




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(b) Restricted Stock

Grant.  Promptly following the execution

of this Agreement, the Company shall grant and deliver to the Executive 105,000

shares of Restricted Stock of the Company’s common stock, par value $.0001 per

share (the “Restricted Shares”), such Restricted Shares to vest in a single

installment on the fifth an niversary of the date of grant; provided, however

that such Restricted Shares shall earlier vest as follows: if at any time the Initial Value Target (as defined below) is

achieved, then 65,625 Restricted Shares shall immediately vest and become

non-forfeitable, and if at any time the Additional Value Target is achieved,

then 39,375 Restricted Shares (together with any Restricted Shares not earlier

vested) shall immediately vest and become non-forfeitable. Unless otherwise

requested by the Executive, the Company shall provide cashless delivery of such

Restricted Shares to the Executive by delivering to the Executive the net

number of Restricted Shares, after withholding Restricted Shares with a value sufficient

to satisfy withholding and other tax liabilities.




 




For

purposes hereof, the Initial Value Target shall be $4 per share of Common

Stock, and the Additional Value Target shall be $5 per share, in each case

subject to adjustment for splits, reverse splits, stock dividends and similar

matters, or as otherwise determined by the Board to reflect any spin-off,

split-up or similar extraordinary or unanticipated transaction or condition.  The

targets amounts shall be deemed achieved if either (a) the closing market price of the Company’s Common Stock

closes at or higher than the target value for ten (10) or more consecutive days

of trading, or there is any Change of Control transaction, or other sale,

merger or combination of the Company, or a sale of its assets, that is

consummated at a price above such target price.




 




3.4

       Limitations

Imposed by Law. Notwithstanding anything to the contrary contained

in this Agreement, the provisions of this Agreement relating to the

compensation to be paid to the Executive shall be subject to any limitations

provided by law or regulation which may from time to time limit the

compensation payable to the Executive.




 




3.5

       Participation

in Employee Benefits. Subject to the acceptance of the Executive and

his dependents by any applicable insurance company or applicable benefit

provider, the Executive shall be permitted during the Term, if and to the

extent eligible, to participate in any group life, hospitalization or

disability insurance plan, health program, loan program, pension plan or

similar benefit plan of the Company, and shall be entitled to such vacation,

personal time, car allowance and the like, which may be available to other

executives of the Company and generally on the same terms as such other

executives. In addition to the benefit programs set forth above, the Company

shall use reasonable efforts, consistent with the Company’s overall business

interests, to assist the Executive in accomplishing the effective exercise of

the vested portion of the Option, whether by cashless exercise, loans or

otherwise, at the Company’s discretion.




 




3.6

       Expenses.

Subject to such policies as may from time to time be established by the

Company’s Board of Directors, the Company shall pay or reimburse the Executive

for all reasonable expenses actually incurred or paid by the Executive during

the Term in the performance of the Executive’s services under this Employment

Agreement upon presentation of expense statements or vouchers or such other

supporting information as it may require.




 




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3.7        Change

of Control.




 




3.7.1        Right to Change of Control Benefits.  The Company agrees that the Executive shall

have the right to terminate this Agreement and receive the severance benefits

set forth in subsection 3.7.2 below in the event of a Change of Control (as

defined in subsection 3.7.3 below) under the circumstances described in this

Section 3.7.  No right to terminate or

benefits shall be applicable or payable under subsection 3.7.2 below unless there

shall have been a Change of Control.




 




3.7.2        Benefit.  In

the event that (i) within six months of a Change of Control the Executive dies

or his employment is terminated by reason of disability pursuant to Section 4.2

or , (ii) within twelve months of a Change of Control the Executive terminates

his employment with the Company for Good Reason (as hereinafter defined), or

(iii) within twelve months after a Change of Control the Executive’s

employment with the Company is terminated by the Company for any reason other

than for Cause as defined in Section 4.3, (including, without limitation, death

or disability), the Executive shall receive a lump sum compensation, payable

within five days after termination of his employment, equal to one half (1/2)

his Annual Salary immediately prior to such termination in the case of a

termination under (i), and one times such Annual Salary in the event of a

termination under (ii) or (iii).  In

addition,  the Company shall maintain in

full force and effect, for the continued benefit of the Executive and/or his

family for one year after the date his employment terminates or, if earlier,

the date the Executive receives comparable coverage from a new employer, all

medical and dental insurance plans in which he was entitled to participate

immediately prior to the Change of Control, provided that his continued

participation is possible under the general terms and provisions of such plans

(in the event that his participation in any such plan is barred, the Company

shall arrange to provide the Executive with benefits substantially similar to

those which he is entitled to receive under such plans).




 




3.7.3        Definition

of Change of Control.  For purposes

of this Agreement, a “Change of Control” shall mean a change of control of the

Company of a nature that would be required to be reported in response to Item

6(e) of Schedule 14A of Regulation 14A promulgated under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the

Company is in fact required to comply therewith; provided, that, without

limitation, such a change of control shall be deemed to have occurred if:




 




(i)                                     any “person” (as such term is used in Sections

13(d) and 14(d) of the Exchange Act), other than the Company, any trustee or

other fiduciary holding securities under an employee benefit plan of the

Company, any corporation controlled by or under common control with any entity

which as of the date hereof holds in excess of five percent (5%) of the

Company’s common stock,  or a

corporation owned, directly or indirectly, by the stockholders of the Company

in substantially the same proportions as their ownership of stock of the

Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under

the Exchange Act), directly or indirectly, of securities of the Company

representing 50.01% or more of the combined voting power of the Company’s then

outstanding securities;




 




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(ii)                                  the Company shall have consummated a merger or

consolidation or sale of assets or significant subsidiaries with any other

corporation, other than a merger or consolidation which results in the voting

securities of the Company outstanding immediately prior thereto continuing to

represent (either by remaining outstanding or by being converted into voting

securities of the surviving entity) at least 50% (but less than 80%) of the

combined voting securities of the Company or such surviving entity outstanding

immediately after such merger or consolidation; or




 




(iii)                               the Company shall have liquidated or sold all

or substantially all of the Company’s assets.




 




3.7.4        Definition of Good Reason.  For purposes of this Agreement, “Good Reason” means:




 




(i)                                     the assignment to the Executive of any duties

inconsistent with his position (including status, offices, titles and reporting

requirements), authority, duties or responsibilities as in effect on the date

of the Change of Control, or any other action by the Company which results in

a diminution in such position, authority, duties or responsibilities,

excluding for this purpose an isolated, insubstantial and inadvertent action

not taken in bad faith and which is remedied by the Company promptly after

receipt of notice from the Executive;




 




(ii)                                  any reduction of the Executive’s Annual Salary

or the failure by the Company to provide him with benefits which in the

aggregate are no less favorable than the benefits to which he was entitled

prior to the Change of Control;




 




(iii)                               the Company’s requiring the Executive to be

based at any office or location other than the office and location at which he

is employed on the date of the Change of Control, except for travel reasonably

required in the performance of his responsibilities; or




 




(iv)                              any action taken or suffered by the Company as

of or following the Change of Control (such as, without limitation, transfer or

encumbrance of assets or incurring of indebtedness) which materially impairs

the ability of the Company to make any payments due or which may become due to

the Executive under this Agreement.




 




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4.             Termination.




 




4.1        Termination

upon Death. If the Executive dies during the Term, this Agreement

shall terminate, except that the Executive’s legal representatives shall be

entitled to receive all compensation and benefits provided for under this

Agreement accrued, earned, called for or vested as of the period ending on the

last day of the sixth (6th) month after the month in which the

Executive’s death occurs; provided, however, that nothing herein shall be

construed as providing for the vesting of options other than as set forth in

Section 3.3 hereof.




 




4.2        Termination

upon Disability. If, during the Term, the Executive becomes

physically or mentally disabled, whether totally or partially, so that the Executive

is unable substantially to perform his services hereunder for (i) a period of

three consecutive months, or (ii) for shorter periods aggregating three months

during any six month period, the Company (as directed by a vote of the Board of

Directors, excluding the Executive and Michael P. Fleischer) may at any time

after the last day of the three consecutive months of disability or the day on

which the shorter periods of disability equal an aggregate of three months, by

ten days’ prior written notice to the Executive, terminate the Term of the

Executive’s employment hereunder. Nothing in this Section 4.2 shall be deemed

to extend the Term. The Executive shall be entitled to all compensation and

benefits provided for under this Agreement accrued, earned, called for or

vested for a period ending on the last day of the third (3d) month after the

month in which the Executive’s employment is terminated; provided, however,

that nothing herein shall be construed as providing for the vesting of options

other than as set forth in Section 3.3 hereof.




 




4.3        Termination

for Cause. The Company (as directed by a vote of the Board of

Directors, excluding the Executive and Michael P. Fleischer, but for which vote

each of the Executive and Mr. Fleischer are given at least one (1) day’s prior

written notice) may at any time by written notice to the Executive terminate

the Term of the Executive’s employment under this Agreement for “cause” (as

defined herein) and the Executive shall have no right to receive any

compensation or benefit hereunder on and after the effective date of such

notice, other than compensation accrued, earned or vested through the date of

termination; provided, however, that nothing herein shall be construed as

providing for the vesting of options other than as set forth in Section 3.3

hereof.  For purposes of this Agreement,

“cause” shall mean




 




(i)                                     an act or acts of personal dishonesty taken by

the Executive at the expense of or against the interests of the Company;




 




(ii)                                  violation by the Executive of his obligations

under this Agreement, including, without limitation, any failure or refusal to

comply with the oral or written policies or directives of the Company’s Board

of Directors; provided, however, that if such violation may be substantially

cured, the Executive may not be terminated for cause unless the Executive fails

to cure such violation within a reasonable period of time (not to exceed 30

days) after receipt of notice from the Company of such violation;




 




(iii)                               any direct or indirect disclosure of any

confidential information or other special knowledge of the finances, business

or other affairs of the Company contrary to his obligations under Section

5.1.2;




 




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(iv)                              the conviction of the Executive of a felony;

or




 




(v)                                 the conviction of the Executive of a serious

misdemeanor involving illegal use, possession or sale of drugs, larceny, crimes

of violence or sex offenses.




 




4.4        Involuntary

Termination. Notwithstanding anything herein to the contrary, the Company

(as directed by a vote of the Board of Directors, excluding the Executive and

Michael P. Fleischer) shall have the right, at any time upon 90 days’ prior

notice to the Executive, to terminate the Term of the Executive’s employment

hereunder. If during the Term, the Company terminates the Executive’s

employment other than for the reasons set forth in Sections 4.1, 4.2 and 4.3

hereof, it shall be deemed to be an involuntary termination and the Company

shall pay to the Executive (in addition to any accrued compensation or expense

reimbursements otherwise due) within ten business days following the date of

termination as a full and final severance payment the lesser of (i) the balance

of the Annual Salary payable to the Executive for the remainder of the Term (or

any renewal term called for), and (ii) one year of the then-current Annual

Salary; provided, however, that if any payment is due the Executive pursuant to

Section 3.7 hereof, then the Executive shall not be entitled to any payment

under this Section 4.4.




 




4.5        Voluntary

Termination. The Executive agrees to provide the Company with 90

days notice prior to voluntarily terminating the Term of the Executive’s

employment hereunder. At the end of such 90-day period, this Agreement shall

terminate automatically and, except as provided under Section 3.7 hereof, the

Company shall have no further obligations to the Executive under this

Agreement, other than those obligations accrued, earned or vested by the

Executive as of the date of the termination.




 




4.6        Notice

of Termination. Any notice of termination by the Company for any

reason or by the Executive for any reason shall be communicated by a written

notice which indicates (i) the specific termination provision in this Agreement

relied upon, (ii) the facts and circumstances claimed to provide a basis for

such termination, and (iii) the date or proposed date of termination.




 




5.             Certain Covenants of

the Executive.




 




5.1        Covenants

Against Competition. The Executive acknowledges that (i) the

principal business of the Company and its subsidiaries is the development,

assembly and distribution of sound processing equipment and telecommunication

peripherals (together with other related businesses which the Company and its

subsidiaries are in currently and which the Company and its subsidiaries may

become involved with during the Term, the “Company Business”); (ii) the Company

Business is international in scope; (iii) his work for the Company will bring

him, into close contact with many confidential affairs not readily available to

the public; and (iv) the Company would not enter into this Agreement but for

the agreements and covenants of the Executive contained herein. In order to

induce the Company to enter into this Agreement, the Executive covenants and

agrees that:




 




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5.1.1        Non-Compete. During the Term and for a period of two

years following the termination (whether for cause or otherwise) of the

Executive’s employment with the Company or any of its affiliates (the “Restricted

Period”), the Executive shall not, in the United States of America or in any

foreign country, directly or indirectly, (i) engage in whole or in part in the

Company Business for his own account; (ii) enter the employ of, or render any

services to, any person engaged in whole or in part in the Company Business;

and (iii) become interested in any person engaged in the Company Business,

directly or indirectly, as an individual, partner, shareholder, officer,

director, principal, agent, employee, trustee, consultant or in any other

relationship or capacity; provided, however, that the Executive may own,

directly or indirectly, solely as an investment, securities of any person which

are traded on any national securities exchange or the Nasdaq National Market

System, if the Executive (a) is not a controlling person of, or a member of a

group which controls, such person, or (b) does not, directly or indirectly, own

1% or more of any class of securities of such person.




 




5.1.2        Confidential Information. During the Term of this

Agreement and during and after the Restricted Period, the Executive shall keep

secret and retain in strictest confidence, and shall not use for the benefit of

himself or others except in connection with the business and affairs of the Company,

all confidential matters of the Company and its affiliates. Such confidential

matters, include, without limitation, trade “know-how,” secrets, customer

lists, details of consultant contracts, pricing policies, operational methods,

marketing plans or strategies, product development techniques or plans,

business acquisition plans, new personnel acquisition plans, methods of

manufacture, technical processes, designs and design projects, inventions and

research projects and other business affairs of the Company and its affiliates

(collectively, “Confidential Information”), learned by or disclosed to the

Executive heretofore or hereafter, and shall not disclose them to anyone

outside of the Company and its affiliates, either during or after his

employment by the Company or any of its affiliates of the Company, except as

required in the course of performing duties hereunder.




 




5.1.3        Property of the Company. All documents and other

materials including, without limitation, memoranda, notes, lists, records and

other documents made or compiled by or made available to the Executive prior to

the commencement of employment hereunder or during the Term by the Company and

any copies thereof, whether or not containing Confidential Information, are and

shall be the property of the Company and shall, at the request of the Company,

be delivered to the Company promptly upon the termination of the Executive’s

employment with the Company or any of its affiliates or at any other time on

request. Except as required in connection with the services to be performed

hereunder, the Executive agrees not to remove from the Company’s premises,

without permission, any and all papers or drawings belonging to the Company,

including those prepared or worked on by him. All ideas, reports, and other

creative works conceived by the Executive during the Term and relating to

Company Business, shall be disclosed to the Company and shall be the sole

property of the Company.




 




5.1.4        Employees of the Company. During the Restricted

Period, the Executive shall not, directly or indirectly hire, solicit or

encourage to leave the employment of the Company or any of its affiliates, any

employee of the Company or its affiliates or hire any such employee who has

left the employment of the Company or any of its affiliates within one year of

the termination of such employee’s employment with the Company or any of its

affiliates.




 




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5.1.5        Consultants and Independent Contractors of the Company.

During the Restricted Period, the Executive shall not, directly or indirectly,

hire, solicit or encourage to cease to work with the Company or any of its

affiliates, any consultant, sales representative and other person then under

contract with the Company or any of its affiliates; provided, however, that the

Executive may hire or solicit consultants who in the ordinary course of such

consultant’s business provide services to a broad client base.




 




5.2        Rights

and Remedies Upon Breach. If the Executive breaches, or threatens to

commit a breach of, any of the provisions of Section 5.1 (the “Restrictive

Covenants”), the Company shall have the right and remedy to have the

Restrictive Covenants specifically enforced by any court having equity

jurisdiction, it being acknowledged and agreed that any such breach or

threatened breach will cause irreparable injury to the Company and its

affiliates and that money damages will not provide an adequate remedy to the

Company; provided, however, that such right and remedy shall be in addition to,

and not in lieu of, any other rights and remedies available to the Company

under law or in equity.




 




5.3        Enforceability

in Jurisdictions. The parties intend to and hereby confer

jurisdiction to enforce the Restrictive Covenants upon the courts of any

jurisdiction within the geographical scope of such Restrictive Covenants. If

the courts of any one or more of such jurisdictions hold the Restrictive

Covenants wholly unenforceable by reason of the breadth of such scope or

otherwise, it is the intention of the parties that such determination not bar

or in any way affect the Company’s right to the relief provided above in the

courts of any other jurisdiction within the geographical scope of such

Restrictive Covenants, as to breaches of such Restrictive Covenants in such

other respective jurisdictions, such Restrictive Covenants as they relate to

each jurisdiction being, for this purpose, severable into diverse and

independent covenants.




 




6.             Executive’s Representations. The Executive represents and warrants to the

Company that there are no agreements or arrangements, whether written or oral,

in effect which would prevent the Executive from rendering exclusive services

to the Company during the Term. The Executive further represents, warrants and

agrees with the Company that as of the date hereof he has not made and will not

make during the Term any commitment to do any act in conflict with this

Agreement, or take any action that might divert from the Company any

opportunity which would be in the scope of any present or future business of

the Company or any affiliate thereof.




 




7.             Indemnification.

The Company shall indemnify and hold harmless the Executive from all claims,

losses, liabilities, damages and causes of action relating to or arising out of

the Executive’s performance, duties and responsibilities to, for, or on behalf

of the Company to the extent provided by the Company’s certificate of

incorporation and by-laws, as the same may be amended from time to time.




 




8.             Other Provisions.




 




8.1        Notices.

Any notice or other communication required or which may be given hereunder

shall be in writing and shall be delivered personally, by facsimile

transmission, or sent by certified, registered or express mail, postage

prepaid, and shall be deemed given when so delivered personally, transmitted by

facsimile transmission, or if mailed, two days after the date of mailing, as

follows:




 




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(i)       if to the Company:




 




Bogen

Communications International, Inc.




50 Spring Street




Ramsey, New Jersey  07446




Attention:  Ms. Maureen Flotard




Telecopy:   (201) 995-2078




 




with a copy to:




 




 




 




 




Attention:




Telecopy:




 




(ii)      if to the Executive, to:




 




Mr. Jonathan Guss




713 Clove Lane




Franklin Lakes, NJ  07417




Telecopy:   201-847-9096




 




with a copy to:




 




 




 




 




Attention:




Telecopy:




 




8.2        Entire

Agreement. This Agreement contains the entire agreement between the

parties with respect to the subject matter hereof and supersedes all prior

agreements, written or oral, with respect thereto.




 




8.3        Waivers

and Amendments. This Agreement may be amended, modified, superseded,

cancelled, renewed or extended, and the terms and conditions hereof may be

waived, only by a written instrument signed by the parties or, in the case of a

waiver, by the party waiving compliance. No delay on the part of any party in

exercising any right, power or privilege hereunder shall operate as a waiver

thereof, nor shall any waiver on the part of any party of any right, power or

privilege hereunder, nor any single or partial exercise of any right, power or

privilege hereunder preclude any other or further exercise thereof or the

exercise of any other right, power or privilege hereunder.




 




8.4        Governing

Law. This Agreement shall be governed by and construed in accordance

with the laws of the State of New Jersey applicable to agreements made and to

be performed entirely within such State.




 




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8.5

       Assignment.

Except as otherwise agreed to by the Company, this Agreement, and the

Executive’s rights and obligations hereunder, may not be assigned by the

Executive. The Company may assign this Agreement and its rights, together with

its obligations hereunder, in connection with any sale, transfer or other

disposition of all or substantially all of its assets or business, whether by

merger, consolidation or otherwise.




 




8.6

       Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall

be deemed an original but all of which together shall constitute one and the

same instrument.  The delivery of a

signature page of this Agreement by one party to the other via facsimile

transmission shall constitute the execution and delivery of this Agreement by

the transmitting party.




 




8.7

       Headings.

The headings in this Agreement are for reference purposes only and shall not in

any way affect the meaning or interpretation of this Agreement.




 




8.8

       Severability.

If any term, provision, covenant or restriction contained in this Agreement, or

any part thereof, is held by a court of competent jurisdiction or any foreign,

federal, state, county or local government or any other governmental regulatory

or administrative agency or authority to be invalid, void, unenforceable or

against public policy for any reason, the remainder of the terms, provisions,

covenants and restrictions of this Agreement shall remain in full force and

effect and in no way shall be affected, impaired or invalidated. If any court

construes any of the terms, provisions, covenants or restrictions contained in

this Agreement, including, without limitation, the Restrictive Covenants, or

any part thereof, to be unenforceable because of the duration of such provision

or the area covered thereby, such court shall have the power to reduce the

duration or area of such provision and, in its reduced form, such provision

shall then be enforceable and shall be enforced.




 




11





























 




IN WITNESS WHEREOF, the

parties have executed this Agreement as of the date first above written.




 




 




	

   


  	

  BOGEN

  COMMUNICATIONS INTERNATIONAL, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   /s/ Yoav Stern


  	

   


  
	

   


  	

  Name:  Yoav Stern


  
	

   


  	

  Title:    Co-Chairman of the Board


  
	

   


  	

   


  
	

   


  	

  /s/ Jonathan Guss


  	

   


  
	

   


  	

  Jonathan Guss


  
					





 




12





























 




EXHIBIT A




 




Vesting Schedule




 




	

  Portion of

  Option Immediately Vested:


  	

   


  	

  56,682

  shares


  
	

   


  	

   


  	

   


  
	

  Portion of

  Option Vesting Cumulatively


  	

   


  	

   


  	

   


  
	

  on the Last

  Day of Each Fiscal


  	

   


  	

   


  	

   


  
	

  Quarter

  Beginning June 30, 2002


  	

   


  	

   


  	

   


  
	

  and Ending

  September 30, 2004(1):


  	

   


  	

   


  	

  16,406.8

  shares


  





 






















(1) 

The option may not be exercised for financianal shares.




 




Vesting Schedule – Special Circumstances




 




Notwithstanding the foregoing:




 




(i)                                     in the event of a Change of Control, the

unvested portion of the Option shall immediately vest;




 




(ii)                                  in the event that the Executive’s employment

under this Agreement is terminated by the Company for any reason other than

pursuant to Section 4.3 hereof, the unvested portion of the Option shall vest

on the date notice of termination is given to the Executive and shall expire on

the sooner of (a) ten (10) years from the date of grant, or (b) one year after

the Executive ceases to render services to the Company, either as an employee

or as a consultant; and




 




(iii)                               in the event that the Agreement is terminated

by the Company pursuant to Section 4.3 hereof, or by reason of the voluntary

resignation of the Executive (X) the Option, other than with respect to that

portion of the Option which has vested as of or prior to the date of

termination, shall be cancelled, and (Y) the portion of the Option vested

hereunder shall not expire sooner than the sooner of (a) ten (10) years from

the date of grant, or (b) 90 days after the Executive ceases to render services

to the Company, either as an employee or as a consultant.




 




13