Exhibit 10(m)[THIS AGREEMENT IS SUBJECT TO ARBITRATION]**EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 24th day ofNovember, 1999, (“Effective Date”) by and between Interphase Corporation and its subsidiaries (the“Corporation”), and Deborah A. Shute (“Executive”).     WHEREAS, the Corporation desires to enter into an employment agreement with Executive oncertain terms and conditions as set forth herein; and     WHEREAS, Executive is willing to accept such employment on such terms; and     NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and promiseshereinafter contained, do hereby agree as follows:1. Employment. The Corporation hereby employs Executive and Executive hereby acceptsemployment on the following terms and conditions. Executive will be employed by theCorporation as the Vice President of Human Resources. In that capacity, Executive will reportdirectly to the Chief Executive Officer of the Corporation. Executive agrees to review andcomply with all policies and procedures in the Corporation’s Employee Handbook. 2. Term. Executive’s employment with the Corporation will be “At Will”, and thus,either party may terminate the relationship at any time for any reason, subject to thetermination provisions in paragraphs 6 and 7. Executive further understands that any referenceto dates and/or periods of time in this Agreement, including any reference to rights Executivemay have at certain specified dates after her execution of this Agreement, are expresslyconditional upon Executive remaining in the employment of the Corporation at the specifiedtime or date and are in no way intended to alter the “At Will” nature of Executive’semployment. 3. Salary and Other Compensation. As compensation for the services to be rendered byExecutive to the Corporation pursuant to this Agreement, Executive shall be paid the followingcompensation and other benefits: *a)* *Salary*: $5,000.00 per pay period, of which there are 26 in eachcalendar year, less deductions as may be required by law. The Corporationreserves the right to: (i) make deductions from Executive’s pay to satisfy anyoutstanding obligations; and/or (ii) make deductions from Executive’s pay tosatisfy any losses resulting from unlawful activities. In each case,deductions to be made only after final adjudication by a court of competentjurisdiction.  *b)* *Bonus*: Executive shall be eligible for an annual bonus based upon theCorporation’s existing Executive Bonus Plan. The maximum annual bonus potentialshall be $30,000 if the Corporation and Executive satisfy the criteria for
 

 
   achieving said bonus as outlined in the Executive Bonus Plan. The Corporationreserves the right to: (i) make deductions from Executive’s bonus to satisfy anyoutstanding obligations; and/or (ii) make deductions from Executive’s bonus tosatisfy any losses resulting from unlawful activities. c) *Office Furnishings:*The Corporation agrees to provide office space andfurnishings to Executive commensurate with the Corporation’s décor and culture.  d) *Executive Benefit Plans*: Executive shall be allowed to participate, tothe extent they may be eligible, in any profit sharing, retirement, insuranceor other Executive benefit plan maintained by the Corporation. In the eventExecutive elects to participate in the Corporation’s medical, dental, vision,and life insurance plans, the Corporation will pay the entire cost of suchcoverage for Executive and her immediate family.  e) *Vacations and Leave*: Executive shall be entitled to three (3) weeks ofvacation per year, accrued monthly, and six (6) sick days per year, and anyother paid leave benefits provided for in the Corporation’s Employee Handbook.4. Non-Disclosure of Confidential Information. Executive acknowledges that beginning onEffective Date, the Corporation has and shall continue to provide to Executive, and she willotherwise be making use of, acquiring, and/or adding to special training and confidentialinformation of a special and unique nature and value relating to such matters as theCorporation’s copyrights, proprietary information, trade secrets, systems, productdevelopments, procedures, manuals, confidential reports, lists of customers (which are deemedfor all purposes confidential and proprietary), as well as the nature and type of servicesrendered by the Corporation, the equipment and methods used and preferred by the Corporation’scustomers, and the fees paid by them. Executive further agrees that if a third party (e.g.,vendors, customers and manufacturers) contracts with the Corporation, the information obtainedor received from a third party including, but not limited to, its patents, copyrights,proprietary information, trade secrets, systems, product development, procedures, manuals, andconfidential reports, will be treated in the same manner and subject to the same protection asother Confidential Trade Secret Information (as hereinafter defined) of the Corporation.         As a material inducement to the Corporation to enter into this Agreement and to payExecutive the compensation and benefits stated herein and as a condition of employment andcontinued employment, Executive shall keep confidential all such confidential and proprietaryinformation which Executive has learned or learns or acquires as a result of her employmentwith the Corporation. By way of example, “Confidential Trade Secret Information” may consistof any idea, process, design, concept, formula, pattern, device, development, customerinformation or compilation of information which is used in the Corporation’s business, whichgives the Corporation an advantage over a competitor who does not know or use it.         Executive agrees that the appropriate remedy for any breach of this paragraph 4 is a suitfor injunctive relief and specific performance in any court of competent jurisdiction.Executive agrees that damages for use of any identified Confidential Trade Secret Informationin violation
 

 
  of this paragraph 4 shall be 100% of the gross amount of revenue derived fromunauthorized use of such information.5. Covenants Not to Compete. Executive acknowledges that the confidential informationwhich the Corporation shall provide to her under the terms of paragraph 4 of this Agreement isspecial and unique, and that the receipt of it by Executive is of benefit and value to her.Executive acknowledges delivery and receipt of such confidential information and specializedtraining contemporaneously and/or in conjunction with the execution of this Agreement, suchconfidential information and training being given and delivered to Executive expressly inconsideration for her agreement to be bound by the provisions of this Paragraph. Executivealso acknowledges that Corporation does not normally disclose such confidential informationand takes steps to protect it. Executive further acknowledges that the services he/she is torender to the Corporation are of a special and unusual character with a unique value to theCorporation, the loss of which cannot adequately be compensated by damages in action at law.Accordingly, and expressly in consideration for the Corporation’s agreement in paragraph 4 ofthis Agreement to provide confidential information to her, Executive agrees that during theterm of her employment and for a period of twelve (12) months from the date this Agreement isterminated, for whatever reason: a) Executive shall not, directly or indirectly, without the expresswritten consent of the Corporation, solicit or induce, or attempt to solicit orinduce, any employee of the Corporation, current or future, to leave or ceasetheir relationship with the Corporation, for any reason whatsoever, or hire anycurrent or future employee of the Corporation.  b) Executive shall not, directly or indirectly, without the expresswritten consent of the Corporation: (i) engage in any business or activity thatis competitive with the business of the Corporation; and/or (ii) be employedby, or provide competitive services or assistance to, a “Competing Business”(hereinafter defined) which would potentially involve, directly or indirectly,the use and/or disclosure of the Corporation’s Confidential Trade SecretInformation. For purposes of this Agreement, a Competing Business means anyperson or firm that offers services or products that are directly competitivewith those marketed, offered for sale and/or under any stage of development bythe Corporation as of the date of Executive’s separation from employment. IfExecutive desires to work for a Competing Business in an area that is notcompetitive with the business of the Corporation, Executive must give writtennotice to the Chief Executive Officer of the Corporation and obtain herapproval that the employment will not violate the terms and conditions of thisparagraph 5 before beginning employment with the Competing Business.  c) Executive will not solicit or attempt to solicit the Corporation’sexisting or prospective customers to purchase services or products that arecompetitive with those marketed, offered for sale and/or under any stage ofdevelopment by the Corporation as of the date of Executive’s separation fromthe Corporation. For purposes of this Agreement, existing customers shall meanthose persons or firms
 

 
   that the Corporation has made a sale to in the twelve(12) months preceding Executive’s separation from employment; prospectivecustomers shall mean those persons or firms that the Corporation has solicited and/or negotiated to sellthe Corporation’s products or services to within the twelve (12) monthspreceding Executive’s separation from the Corporation. d) In the event that any of the provisions of this paragraph 5 shall beheld to be invalid or unenforceable, the remaining provisions thereof shallnevertheless continue to be valid and enforceable as though the invalid orunenforceable parts had not been included therein. In the event that anyprovision of this paragraph 5 relating to the time period and/or the areas ofrestriction and/or related aspects shall be declared by a court of competentjurisdiction to exceed the maximum restrictiveness such court deems reasonableand enforceable, the time period and/or areas of restriction and/or relatedaspects deemed reasonable and enforceable by the court shall become andthereafter be the maximum restriction in such regard, and the restriction shallremain enforceable to the fullest extent deemed reasonable by such court.  e) Executive agrees that the appropriate remedy for any breach of thisparagraph 5 is a suit for injunctive relief and/or specific performance in anycourt of competent jurisdiction. Executive agrees that the Corporation alsohas the right to seek damages for any breach of this paragraph 5. TheCorporation has sole discretion regarding whether to seek a remedy for breachof this paragraph in a Court of competent jurisdiction and/or througharbitration procedures outlined in paragraph 9.6. Termination. This Agreement will terminate as follows: *a)* *Death*. Executive’s employment hereunder shall automatically terminateupon her death.  *b)* *Disability*. The Corporation may terminate the Executive’s employmenthereunder in the event of the Executive’s Disability (as hereinafter defined).For purposes of this Agreement, “Disability” shall mean that, as a result ofthe Executive’s incapacity due to illness or injury, Executive shall have beenabsent from her duties under this Agreement on a substantially full-time basisfor a period of three (3) or more consecutive months, and thereafter, withinthirty (30) days after the Corporation notifies Executive in writing that itintends to replace her, Executive shall not have returned to the performance ofsuch duties on a full-time basis. Should Executive be diagnosed as permanentlydisabled by her treating physician, the Corporation can terminate heremployment without waiting for the expiration of the three-month period.Without limiting the foregoing, until the Corporation terminates Executive’semployment hereunder on account of Disability, the Executive shall receive herfull compensation as provided in Paragraph 3 of this Agreement.
 

 
 *c)* *By Executive.*Executive may resign at any time upon thirty (30) daysnotice to the Chief Executive Officer of the Corporation.  *d)* *By the Corporation*. (1) The Corporation may terminate Executive for any reason orno reason upon thirty (30) days written notice to Executive.  (2) The Corporation may terminate Executive immediately forWillful Neglect of her duties and responsibilities. For purposes of thisAgreement, “Willful Neglect” means (a) any act or course of conduct bythe Executive constituting a criminal act or (b) an act by the Executivethat is not authorized by the Board of Directors of the Corporation, or acommittee thereof, and which results in gain to or personal enrichment ofthe Executive at the expense of the Corporation, or (c) the commission bythe Executive of an act or course of conduct involving moral turpitude,or (d) a breach by Executive of either or both of Paragraphs 4 and 5 ofthis Agreement, or (e) the Executive’s intentional violation ofreasonable written instructions or policies established by theCorporation’s Board of Directors with respect to the operation of theCorporation’s business and affairs, or the Executive’s failure to carryout reasonable written instructions or policies of the Board ofDirectors, or a material breach (other than a breach of Paragraphs 4 or5) by the Executive of this Agreement, provided that before a terminationof the Executive pursuant to this subsection 10(d)(i)(e) shall beconsidered for “Willful Neglect”, the Corporation’s Board of Directorsmust give the Executive written notice and (30) days to cure suchviolation or failure.7. Payment Upon Termination. Notwithstanding any other provision of this Agreement,payments and/or benefits to Executive upon termination shall be as follows, and only asfollows: *a)* *Upon Death or Disability: Executive*shall be entitled to earned, butunpaid salary, pro-rata bonus as determined by the Corporation and vestedoptions.  *b)* *Upon Resignation by Executive and Upon Termination for WillfulNeglect:*Executive shall be entitled to her earned, but unpaid salary andvested options.  *c)* *Upon Termination for Other than Willful Neglect:*If the Corporationterminates Executive’s employment for any reason other than Willful Neglect,Executive will be eligible for 6 months of severance pay at her base salaryrate, payable in 13 bi-weekly payments consistent with the Corporation’snormal payroll cycle, if and only if she executes a general release of allclaims against the Corporation upon separation of her employment with theCorporation. The severance payment, pro-rated bonus as determined by theCorporation, vested options, and
 

 
   accrued vacation will be the onlyentitlements made to Executive upon separation of her employment with theCorporation. Executive will receive no other monetary payment from theCorporation. Eighty percent of this severance payment will be allocated to Executive’s agreement to abide by the covenant notto compete provisions and nondisclosure requirements contained in paragraphs 4and 5 of this Agreement. Executive’s obligations under paragraphs 4 and 5 ofthis Agreement will continue regardless of whether Executive receives aseverance payment from the Corporation. To the extent possible, the Executiveshall be required to mitigate the amount of any severance payment provided forin this Agreement by seeking other employment or otherwise.  d) Any amounts of money owed by Executive to the Corporation at the timeof termination shall be offset against any wages owed by Corporation toExecutive.8. Non-Disparagement. Executive agrees that she will not disparage the Corporation, inany manner, upon separation of her employment from the Corporation. Likewise, Corporationagrees that it will not disparage the Employee, in any manner, upon separation of heremployment from the Corporation. 9. Arbitration. Except for the provisions of paragraphs 4 and 5, Executive andCorporation agree that all Disputes, as defined in Article I of the Alternative DisputeResolution Procedure (the “ADR Procedure”), regarding the termination of employment or othercovered Dispute shall be resolved exclusively in accordance with the Corporation’s ADRProcedure. The parties, however, agree that the ADR Procedure does not apply to claims forunemployment compensation benefits or claims by the Corporation for injunctive relief,specific performance, and/or damages as provided for in paragraphs 4 and 5 of this Agreement.Executive represents, warrants and agrees that (a) Executive has received, read andunderstands the Corporation’s ADR Procedure; (b) Executive must file a claim under the ADRProcedure within one-hundred and eighty (180) days of being notified of the termination orother adverse employment decision; (c) arbitration may be compelled and enforced under theFederal Arbitration Act; (d) any arbitration award is final and binding upon both Executiveand the Corporation; (e) the ADR Procedure shall survive the employer-Executive relationshipand applies to any Dispute whether it is asserted during or after Executive’s separation ofemployment; and (f) the ADR Procedure does not alter the parties’ ““At Will”” employmentrelationship. 10. Indemnification. If applicable, the Corporation agrees to provide the Executive withcoverage under its Director’s and Officer’s liability insurance policy. The Corporation alsoagrees to indemnify and defend Executive in accordance with the Corporation’s Bylaws. 11. Resignation Upon Termination. In the event of separation of Executive’s employment withthe Corporation, Executive hereby agrees to resign from all positions held in the Corporation,including, without limitation, any position of director, officer, agent, trustee, orconsultant of the Corporation. 12. Waiver. A party’s failure to insist on compliance or enforcement of any provision ofthis Agreement, shall not affect the validity or enforceability or constitute a waiver offuture
 

 
  enforcement of that provision or of any other provision of this Agreement by that partyor any other party.13. Governing Law. This Agreement shall in all respects be subject to, and governed by, thelaws of the State of Texas. 14. Severability. The invalidity or unenforceability of any provision in the Agreementshall not in any way affect the validity or enforceability of any other provision and thisAgreement shall be construed in all respects as if such invalid or unenforceable provision hadnever been in the Agreement. 15. Notice. Any and all notices required or permitted herein shall be deemed deliveredif delivered personally or if mailed by registered or certified mail to the Corporation at itsprincipal place of business and to Executive at the address hereinafter set forth followingExecutive’s signature, or at such other address or addresses as either party may hereafterdesignate in writing to the other. 16. Assignment. This Agreement, together with any amendments hereto, shall be binding uponand shall inure to the benefit of the parties hereto and their respective successors, assigns,heirs and personal representatives, except that the rights and benefits of either of theparties under this Agreement may not be assigned without the prior written consent of theother party. 17. Amendments. This Agreement may be amended in writing at any time by mutual consent ofthe parties hereto. Any purported amendment that is not in writing and signed by theCorporation and Executive is invalid. 18. Entire Agreement. This Agreement contains the entire agreement and understanding byand between Executive and the Corporation with respect to the employment of Executive, and norepresentations, promises, agreements, or understandings, written or oral, relating to theemployment of Executive by the Corporation not contained herein shall be of any force oreffect. 19. Burden and Benefit. This Agreement shall be binding upon, and shall inure to thebenefit of, the Corporation and Executive, and their respective heirs, personal and legalrepresentatives, successors, and assigns. 20. References to Gender and Number Terms. In construing this Agreement, feminine or numberpronouns shall be substituted for those masculine in form and vice versa, and plural termsshall be substituted for singular and singular for plural in any place which the context sorequires. 21. Headings. The various headings in this Agreement are inserted for convenience only andare not part of the Agreement.IN WITNESS WHEREOF, the Corporation and Executive have duly executed this Agreement as of theEffective Date.
 

 
   **INTERPHASE CORPORATION** **EXECUTIVE** By:/s/ Gregory B. Kalush By: /s/ Deborah A. Shute**GREGORY B. KALUSH** **DEBORAH A. SHUTE**President & Vice President, Human ResourcesChief Executive Officer     Address for Notice Purposes: Address for Notice Purposes:Chief Executive Officer