Exhibit 10.1


 


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


                This Amended and
Restated  Employment Agreement
(“Agreement”) is made by and between MICHAEL E. JALBERT (“Executive”) and E. F.
Johnson Technologies, Inc., a Delaware corporation (“Company”), with an
effective date of November 1, 2008 (the “Effective Date”).


 


*              *              *


 


                WHEREAS, Executive’s
employment by the Company is governed by a certain Employment Agreement between
the Executive and the Company, dated as of November 22, 2002 (the “Existing
Employment Agreement”);


 


                WHEREAS, the
Existing Employment Agreement, as extended, expired on October 31, 2008,
and the Company
wishes to continue to employ Executive as President and Chief Executive Officer
(“CEO”) of the Company and Chairman of the Company’s Board of Directors, and Executive
desires to continue his employment with the Company in such capacities;


 


                WHEREAS, the Company and Executive desire to amend and
restate the Existing Employment Agreement and set forth in writing the terms
and conditions of their current agreements and understandings; and


 


                NOW THEREFORE, in consideration of the mutual promises
set forth herein, it is mutually agreed between the parties as follows:


 


                Section 1.              Employment
Term. The Company hereby employs Executive and Executive
hereby accepts employment as CEO and President of the Company and the
responsibilities as Chair of the Board of Directors on the terms of this
Agreement, commencing on the Effective Date and continuing, until December 31,
2010, unless terminated earlier in accordance with the provisions set forth
herein (the “Employment Period”).


 


                Section 2.              Duties and
Authority. During the Employment Period, Executive shall
provide services to the Company in accordance with this Agreement in the
capacities of CEO and President of the Company as well as the Chairman of the
Board of Directors, with such duties, responsibilities and authority as
described in the Company’s Bylaws (in effect as of the effective date of this
Agreement) and as are commensurate with such positions. Executive shall 


 

















 


report
directly to the Board and devote substantially all of his business time, energies
and talents to serving the Company in such capacities and performing his duties
subject to the lawful directions of the Board of Directors and in accordance
with the “Company’s Policies” (as hereinafter defined) except for customary
periods of vacation and absence due to illness or disability.  Nothing in this Agreement prohibits Executive’s
(i) services as director of other entities that are not competitive with
the Company, (ii) involvement in community or charitable activities, or (iii) personal
or family investment-related activities, so long as each of any such service or
activity is approved by the Board and does not materially and adversely
interfere with Executive’s duties under this Agreement.


 


                Section 3.              Compliance
with Company Policies. Executive acknowledges that the
Company has certain policies in place that govern the multiple issues that Executive
must comply with during the employment of Executive. Executive agrees to adhere
to and be bound by the Company’s stated policies including, but not limited to,
those policies set forth in the Company’s Handbook and the Code of Personal and
Business Conduct and Ethics, the Data Security & Compliance Policy, the
Insider Trading Policy, the Harassment/Inappropriate Behavior Policy, the Procurement
Policy, the Trademark & Service Marks Policy, the E-mail Policy, the Severance
Policy, the Required Approvals, Travel and Entertainment Expense Policy, and the
Federal Export Laws and Regulations Policy (collectively referred to as “Company’s
Policies”). Executive recognizes and agrees that the Company’s Policies may be
modified or amended from time to time at the Company’s sole discretion. The
Company reserves the right to revise, modify, delete, or add to any and all
policies, procedures, work rules, or benefits stated in the Company’s Policies
or in any other document. The Company shall communicate any change through
official notices, and Executive understands that revised information may
supersede, modify, or eliminate existing policies/benefits, and agrees to
comply with the Company’s Policies as revised.


 


                Section 4.              Compensation.


 


                                                (a)           Base Salary. During the
Employment Period, Executive will receive an annualized base salary of Four
Hundred and Twenty-Five Thousand Dollars ($425,000.00) per year payable
pursuant to the Company’s normal payroll practice (“Base Salary”).  Such Base Salary will be subject to annual
review by the Company, taking into consideration Executive’s performance during
the preceding year, base salary 


 


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adjustments for
the executive staff and other internal and external factors as described in the
corporate bylaws and public document filings; provided, however, that at no
time shall Executive’s salary be less than the Base Salary.  If Executive’s Base Salary is increased, it
shall not thereafter be decreased during the term of this Agreement.


 


                                                (b)           Performance Based Annual
Incentive Bonus. For each fiscal year of the Company completed
during the Employment Period, Executive shall be eligible to receive an annual
performance-based incentive bonus in accordance with the Company’s Management
Incentive Program, as determined by the Board Compensation Committee in
consultation with Executive in an amount up to one hundred twenty percent (120%)
of Executive’s Base Salary. The incentive bonus, if any, will be paid annually within
the first ninety (90) days of the calendar year.


 


                                                (c)           Long-Term Incentive Awards.
During the Employment Period, Executive shall be eligible to receive
long-term incentive awards in accordance with the 2005 Plan up to one hundred
percent (100%) of Executive’s Base Salary. 
Such long-term incentive awards, if any, shall be made at the discretion
of the Board Compensation Committee in the form of stock-settled appreciation
rights and/or restricted stock units.


 


                                                (d)           Additional Benefits.
During the Employment Period, Executive shall receive such additional employee
benefits commensurate with his position, including those that the Company may
from time to time make available to its executive officers, including four (4) weeks
paid vacation per calendar year, qualified profit-sharing plans, employee group
health and disability insurance. In addition, the Company shall pay premiums on
a one million dollar ($1,000,000.00) term-life insurance policy naming
Executive as the insured and with the beneficiary(ies) of such policy selected
by Executive.  The Company agrees to facilitate
all such actions as are necessary to keep such policy in place.  Executive reserves the right to change the
carrier of such life insurance policy at any time and in his discretion as long
as the cost of coverage is equal to or less than the cost of the original
coverage.


 


                                                (e)           Succession Incentive.
 Executive shall receive
an incentive bonus equal to five hundred thousand dollars ($500,000.00)
provided that (i) Executive’s successor as CEO is elected by the Board of
Directors prior to March 31, 2010, (ii) Executive resigns from the
Board upon the earlier of a date that is within the six (6) month period
following his 


 


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successor’s election
as CEO or December 31, 2010, and (iii) Executive actively and
materially cooperates with the Board in the recruitment and selection of his
successor (the “Succession Bonus”).  The
Board shall make a reasonable determination, in good faith and consistent with
the spirit of this Section 4(e) whether Executive’s participation in
the process of recruiting and selecting his successor is active and material
and the Board’s determination shall be binding provided that the determination
is reasonable and made in good faith. In the event Executive satisfies the foregoing
requirements, the Succession Bonus shall be paid to Executive in a lump-sum within
the thirty (30) day period following the earliest to occur of the
following events:


 


(i)            the 6-month anniversary of Executive’s
“Separation from Service” (as defined below) for reasons other than death; or


 


                                                                (ii)           Executive’s death.


 


                                                For this purpose, the term “Separation
from Service” means a termination of employment with Company and any affiliate
in such manner as to constitute a “separation from service” as defined under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).  Once the Succession Bonus is earned, it shall
be paid into an escrow account acceptable to Executive until the time of actual
payment.


 


                                                (f)            Withholdings. All payments made to Executive
pursuant to this Agreement shall be reduced by all required federal, state and
local withholdings for taxes and similar charges and by all contributions or
payments required to be made by Executive in connection with any employee
benefit plan maintained by the Company.


 


                Section 5.              Retirement.


 


                                                (a)           Normal Retirement. On December 31, 2010 (the “Normal Retirement Date”),
if Executive is still employed by the Company, Executive will be deemed to have
voluntarily terminated his employment relationship with the Company but not for
purposes of Section 9(c).


 


                                                (b)           Early Retirement.  If Executive’s successor as CEO is elected
by the Board of Directors prior to March 31, 2010, Executive’s employment
relationship with the Company shall terminate upon the earlier of (i) December 31,
2010 or (ii) the six-month anniversary of the date that Executive’s
successor assumes responsibilities as CEO.


 


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                Section 6.              Retirement
Benefits. Upon the normal retirement or early retirement of Executive in
accordance with Section 5, the Company shall provide the benefits set
forth in this Section 6 (collectively the “Retirement Benefits”);


 


                                                (a)           Unused Vacation. The Company
will pay Executive the full amount of Executive’s accrued but unused vacation
time.


 


                                                (b)           Company Property. The Company
will give Executive the computer which belongs to the Company but which the Executive
is then utilizing as Chairman.


 


                                                (c)           Health and Dental Insurance Upon Termination.
From the Date of Executive’s retirement through the three (3) year period
following Executive’s Normal Retirement Date, the Company shall provide health and
dental insurance for Executive and his dependents pursuant to the Company’s Health
and/or Dental Insurance Plan. Executive’s participation in the Company’s Health
and/or Dental Insurance Plan shall be subject to the same restrictions and
limitations as are applicable to current employees of the Company participating
in the Health and/or Dental Insurance Plan including, without limitation, the
Company’s right to modify, amend, change or discontinue the Health and/or
Dental Insurance Plan in any way, at any time and for any reason. The Company
hereby specifically reaffirms and reserves its right to modify, amend, change
or discontinue the Health and/or Dental  Insurance
Plan in any way, at any time and for any reason, provided that such
modification, amendment, or change does not impact the health and dental
insurance of Executive and Executive’s dependents differently than it impacts
the insurance of current employees.  Notwithstanding the foregoing, if the carrier
for the Company’s Health and/or Dental Insurance Plan refuses to extend
coverage to Executive and his dependents under such Plan for any reason, and
the Company shall purchase coverage under a separate insurance policy for
Executive and his dependents that is equivalent in terms of benefits provided
to the health and dental insurance available to then current employees of the
Company.  Such separate insurance policy
will be provided to Executive at the same cost to Executive and/or his
dependents as the cost that would have been charged had Executive and his
dependents continued coverage under the Company’s regular Health and/or Dental
Insurance Plan.


 


                                                (d)           Life Insurance. From the date of
Executive’s retirement through the three (3) year period following
Executive’s Normal Retirement Date, the Company shall pay 


 


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premiums on a one
million dollar ($1,000,000.00) term-life insurance policy naming Executive as
the insured and with the beneficiary(ies) of such policy selected by Executive.
 The Company agrees to facilitate all
such actions as are necessary to keep such policy in place.  Executive reserves the right to change the
carrier of such life insurance policy at any time and in his discretion as long
as the cost of coverage is equal to or less than the cost of the original
coverage.


 


                                                (e)           Termination of Retirement Benefits. Notwithstanding
the forgoing,  if at the time of Executive’s normal
retirement or early retirement or during the period for which the previously
described Retirement Benefits are provided, Executive enters into a full-time
employee relationship with an entity that is unrelated to the Company, then the
Company may immediately terminate any Retirement Benefits described in
subsections (c) and (d) of this Section 6, provided that such
other employer provides comparable health, dental and/or life insurance
coverage or Executive becomes eligible for Medicare benefits . For purposes of
this Agreement, “full-time employment” shall mean the provision of services as
an employee or independent contractor that normally equal or exceed thirty-five
(35) hours per week and the entity for which such services are provided by
Executive will be regarded as “unrelated” if it would not be considered a
single employer with the Company under Sections 414(b), (c) or (m) of
the Code.


 


                                                (f)            Salary Continuation Upon Early Retirement.
If Executive qualifies for the Severance Bonus and as a consequence
retires early as described in Section 5(b), Executive Base Salary in
effect at the time of such early retirement shall be continued for the
remaining term of this Agreement. 
Additionally, Executive will receive the performance-based annual
incentive bonus and long-term incentive award to which he would be entitled
based on performance for the period in which Executive retired.


 


                                                (g)           Other Retirement Benefits. From
the date of Executive’s retirement through the one (1) year period
following Executive’s Normal Retirement Date, Executive will have reasonable
use of a Company provided secretary which secretary shall be provided entirely
at the Company’s expense. 
Notwithstanding the foregoing, the Company’s obligation to provide such
secretarial services shall terminate immediately if Executive enters into a
full-time employee relationship with an entity that is unrelated to the 


 


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Company as
provided for in Section 6(e). 
Executive shall be fully vested in all equity awards upon retirement,
notwithstanding any contrary limitation in the relevant grant document or
documents, and all such awards shall remain exercisable, if applicable, as
though Executive had remained in the employment of the Company during such
period.


 


                Section 7.              Reimbursement
for Expenses. Executive is expected to incur certain
expenses on behalf of the Company for travel, promotion, telephone,
entertainment and similar items. During the period of Executive’s employment
with the Company, the Company will reimburse the Executive for all ordinary,
necessary and reasonable amounts of such expenses, as determined by the Board
of Directors, incurred by Executive. Such amounts shall be payable promptly
upon receipt of reasonable written documentation signed by the Executive
itemizing such expenses.


 


                Section 8.              Indemnification.  If, at any time during or after the Term
of this Agreement, Executive is made a party to, or is threatened to be made a
party in, any civil, criminal or administrative action, suit or proceeding by
reason of the fact that Executive is or was a director, officer, employee, or
agent of the Company, or of any other corporation or any partnership, joint
venture, trust or other enterprise for which Executive served as such at the
request of the Company, then Executive shall be indemnified and held harmless
by the Company to the fullest extent authorized by the General Corporation Law
of the State of Delaware, as the same exist or may hereafter be amended
(however, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
such law permitted the Company to provide prior to such amendment). The Company’s
bylaws contain an indemnification procedure for directors and officers of the
Company. Generally, if Executive is made or is threatened to be made a party to
any action, suit or proceeding relating to his employment or service as a
director of the Company, he shall have the right to select individual counsel and
he shall be indemnified and held harmless by the Company against all expenses,
liability and loss reasonably incurred (including the advancement of legal fees
and expenses) by Executive or imposed on Executive in connection with, or resulting
from, the defense of such action, if the payment of such expenses is in
accordance with Delaware law. Executive has the right to bring suit against the
Company if a claim made in accordance with the Company’s bylaws is not paid in
full within sixty (60) days after a written claim has been 


 


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received,
except in the case of a claim for an advancement of expenses, in which case the
applicable period is twenty (20) days.


 


                Further, the Company shall seek
to maintain during the Term of the Agreement and until all relevant statutes of
limitation have expired Directors and Officers Liability Insurance covering
Executive (or Executive’s estate, if Executive is deceased or incompetent),
which provides coverage at least as favorable to Executive (or Executive’s
estate, if Executive is deceased or incompetent), as coverage under the Company’s
policy in effect on the Effective Date of this Agreement, and which coverage
shall be increased from time to time in such amounts as the Board may determine
to be appropriate in light of the Company’s operations.


 


                Section 9.              Termination/Severance.


 


                                                (a)           Disability, Death or Good Cause.  The Company shall have the right to
terminate this Agreement immediately if any of the following events occurs:


 


                                                                                                (1)           Disability. The determination by the
Board of Directors that the Executive has become disabled, and cannot complete
the essential functions of the position with reasonable accommodation and is
unable to continue his service to the Company;


 


                                                                                                (2)           Death. The Executive’s death; or


 


                                                                                                (3)           Good Cause. The determination by the
Board of Directors that there is “Good Cause” for termination of this
Agreement. For purposes of this Agreement, “Good Cause” shall mean a reasonable
and documented conclusion by the Company that Executive has engaged in any one
of the following:  (i) financial
dishonesty, including, without limitation, misappropriation of funds or
property, or any attempt by Executive to secure any personal profit related to
the business or business opportunities of the Company without the informed,
written approval of the Board; (ii) refusal to comply with reasonable
directives of the Board; (iii) gross negligence or recklessness in the
performance of Executive’s duties; (iv)  failure to perform, or continuing
neglect in the performance of, duties assigned to Executive which has caused
demonstrable and serious injury to the Company; (v) willful misconduct in
the performance of Executive’s duties which constitutes a violation of law or
which otherwise has an adverse effect upon the Company’s business or
reputation; or (vi)the final and non-appealable conviction of, or plea 


 


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of nolo contendre to, either a misdemeanor involving financial
dishonesty, fraud or any felony; or (vii) the material breach of any
provision of this Agreement or any other written agreement between Company and Executive.


 


                                                                                                                With
the exception of subsection (vi) of this Section 9(a)(3), a written
demand for substantial performance shall be delivered to Executive and the Executive
shall have sixty (60) calendar days after such written demand to remedy the
situation described in the written demand to the satisfaction of the
Board.  The burden of proving Good Cause
shall be on the Company; provided that the Company shall be deemed to have
satisfied such burden so long as it reasonably believed in good faith that Executive
engaged in any of the actions of Good Cause set forth herein and that Executive
failed to remedy such action upon appropriate notice and time to cure duly
given to Executive, if applicable.


 


                                                                                                                Upon
termination pursuant to Executive’s death or disability, the Company shall pay Executive
(or, in the event of a termination due to Executive’s death, his estate), a
lump sum severance payment equal to the greater of: (i) Executive’s Base
Salary (at the time of termination) for one (1) year, or (ii) his
Base Salary (at the time of termination) for the remaining term of this
agreement.   Executive will also receive the
performance-based annual incentive bonus and long-term incentive reward to
which he would be entitled based on performance for the period in which death
or disability occurs. Such severance payment shall be paid to Executive within
fifteen (15) business days of Executive’s termination date. In addition, in the
event of a termination due to Executive’s disability, the Company shall continue
to provide health, dental and life insurance under the same conditions as described
in Sections 6(c) and 6(d), respectively.


 


                                                                                                                No
severance payment, Succession Bonus or Retirement Benefit will be paid or continued
if Executive is terminated for Good Cause.


 


                                                (b)           Termination By Company Without Good Cause.
 Company may terminate this Agreement
without Good Cause upon sixty (60) days’ prior written notice to Executive. In
the event of a termination by the Company without Good Cause, the Company shall
continue to provide health, dental and life insurance under the same terms and conditions
as described in Sections 6(c) and 6(d), respectively, and shall pay Executive
a lump sum severance payment 


 


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equal to the
greater of: (i) his Base Salary (at the time of termination) for one (1) year,
or (ii) his Base Salary (at the time of termination) for the remaining
term of this Agreement. Such severance payment shall be made to Executive
within fifteen (15) business days of his termination of employment.  In addition, Executive will be paid the
Succession Bonus described in Section 4(e) if (i) Executive’s
successor as CEO is elected by the Board of Directors prior to March 31,
2010, (ii) Executive’s termination without cause pursuant to this Section 9(b) occurs
within the six (6) month period following his successor’s election as CEO,
and (iii) Executive actively and materially cooperates with the Board in
the recruitment and selection of his successor; provided, however, if Executive
is terminated without cause prior to the election of Executive’s successor but
after Executive has, in the judgment of the Board, actively and materially
cooperated with the Board in the recruitment and selection of his successor,
the Board shall pay to Executive the Succession Bonus or portion thereof that
the Board reasonably determines is commensurate with Executive’s efforts in
furtherance of such recruitment and selection process.  For purposes of this Section 9(b), the
determination as to Executive’s active and material cooperation in the
recruitment and selection process shall be made by the Board subject to the
conditions provided for in Section 4(e). 
Executive will also receive the performance-based annual incentive bonus
and long-term incentive award to which he would be entitled based on
performance for the period worked. 
Executive shall be fully vested in any equity awards and, if applicable,
such awards shall remain exercisable, notwithstanding any contrary limitation
in the relevant grant document or documents and all such awards shall remain
exercisable, if applicable, as though Executive had remained in employment
during such period.  Notwithstanding the
foregoing, upon commencement of full-time employment with an entity that is
unrelated to the Company, the provision of health, dental and life insurance as
described in Section 6 shall cease.


 


                                                (c)           Voluntary Termination by Executive.
Executive may voluntarily terminate this Agreement upon sixty (60) days’ prior
written notice to Company. Except as provided for in Sections 6(g)(concerning
early retirement) and 9(d)(concerning a change in control), the Company shall
not be obligated to make any severance payment or provide any post-termination benefits
to Executive, in the event of a termination by Executive of his employment
pursuant to this Section 9(c).


 


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                                                (d)           Change in Control.


 


                                                                (1)           Definition. For
the purposes of this Agreement, “change in control” means: (i) the date
that any one person, or more than one person acting as a group, acquires
ownership of stock of the Company that, together with stock held by such person
or group, constitutes more than fifty percent (50%) of the total fair market
value or total voting power of the stock of the Company; (ii) the date
that individuals who, constitute the Board (the “Incumbent Board”) cease for
any reason during a twelve-month period to constitute at least a majority of
the Board; provided however, that any individual becoming a director subsequent
to the Effective Date of the Agreement whose election, or nomination for
election by the Company’s shareholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board; or (iii) the
date that any one person, or more than one person acting as a group (as
determined below), acquires (or has acquired during the twelve-month period
ending on the date of the most recent acquisition by such person or persons)
assets from the Company that have a total gross fair market value equal to
substantially all of the assets of the Company immediately prior to such
acquisition or acquisitions.  For this
purpose, “gross fair market value” means the value of assets of the Company, or
the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.


 


                                                                (2)           Termination and Payment.
If there is a change in control, then the Company may terminate this Agreement
upon thirty (30) days written notice to Executive. If there is a change in
control and a material diminishment in the Executive’s position, duties, or
responsibilities, that is not mutually agreed to among the parties, then Executive
may terminate this Agreement upon thirty (30) days written notice to the
Company. Upon termination by either party pursuant to this Section 9(d),
the Company shall pay to Executive a lump-sum severance payment equal to that
portion of Executive’s Base Salary (at the time of termination) that would have
been paid had Executive’s employment continued for the remaining term of this
Agreement. In addition, Executive shall receive a five hundred thousand dollar
($500,000.00) transaction bonus. Such severance payment and bonus, if any,
shall be paid to Executive within the thirty (30) day period following the earliest to
occur of the following events:


 


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(i)            the 6-month anniversary of Executive’s
Separation from Service for reasons other than death; or


 


                                                                (ii)           Executive’s death.


 


                                                The Company shall also continue to
provide health, dental and life insurance under the same terms and conditions as
described in Sections 6(c) and 6(d), respectively.  Upon the occurrence of a change in control,
Executive shall be fully vested in any equity awards and, if applicable, such
awards shall remain exercisable, notwithstanding any limitation in the relevant
grant document or documents


 


                                                                (3)           Limitation on
Payments.  In the event
that it is determined that any payment to Executive under this Section 9(d) when
aggregated with any other payments or the value of any benefits to be provided
to Executive as a consequence of a change of control would, but for the
application of this Section 9(d)(3), be subject to the twenty percent
(20%) excise tax imposed under Section 4999 of the Code (concerning the
treatment of excess parachute payments within the meaning of Section 280G
of the Code) (the “Excise Tax”), then the payments under this Section 9(d) shall
be payable either:


 


(i)            in full; or


 


(ii)           reduced to an amount which will
provide Executive with the largest amount net of all applicable taxes including
the Excise Tax.


 


                                                                Any
determination required under this Section 9(d)(3) shall be made in
writing by an independent accountant selected by the Company and agreed to in
writing by Executive.  Said accountant’s
determination shall be conclusive and binding. 
The Company shall bear all cost that such accountant may reasonably
incur in connection with the performance of the calculations required by this Section 9(d)(3).


 


                                                (e)           General Release. Notwithstanding
anything in this Section 9 to the contrary, no amount shall be payable to Executive
and no benefits shall be continued unless Executive (or his personal
representative or executor of his estate in the case of his disability or
death) executes a general release substantially in the form attached hereto as Exhibit A.


 


                Section 10.            Confidentiality and
Non-Compete.


 


                                                (a)           Confidentiality Agreement.  The Executive agrees and acknowledges
that the “Confidential Information” (as defined below) is the property of the
Company and that such information is sensitive, confidential and important, and
is furnished by the 


 


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Company to Executive
under the terms and conditions of this Agreement.  Executive agrees to keep the Confidential
Information (whether obtained prior to or after the date of this Agreement) in
strict confidence during the term of this Agreement and at all times
thereafter, and not to disclose such Confidential Information, except to such
directors, officers, employees, stockholders, and agents of the Company with a
bona fide need to know, but only to the extent necessary to further the
business purposes of the Company.


 


                                                (b)           Confidential Information.  Confidential Information shall mean any
information not generally known in the relevant trade or industry, which by its
sensitive nature can reasonably be expected to cause substantial harm to the
Company if disclosed and which was obtained from the Company or its affiliates,
or which was learned, discovered, developed, conceived, originated or prepared
during or as a result of the performance of any services at any time by the Executive
on behalf of any of the Company or its affiliates and which falls within the
following general categories:


 


(i)            information relating to trade
secrets of the Company or its affiliates or any customer or supplier of any of
the Company or its affiliates;


 


(ii)           information relating to existing or
contemplated products, services, technology, designs, processes, formulae,
algorithms, research or product developments of the Company or its affiliates
or any customer or supplier of any of the Company or its affiliates;


 


(iii)          information relating to business
plans, sales or marketing methods, customer lists, customer usages and/or requirements,
supplier information of the Company or its affiliates or any customer or
supplier of any of the Company or its affiliates; and


 


(iv)          any other confidential information the
Company or its affiliates or any customer or supplier of any of the Company or
its affiliates may reasonably have the right to protect by patent, copyright,
or by keeping it secret or confidential.


 


Confidential
Information shall not include information that:


 


(i)            is now, or hereafter becomes,
through no act or failure to act on the part of the Executive, generally known
or available to the public;


 


(ii)           was acquired by the Executive before
receiving such information from the Company and without restriction as to use
or disclosure;


 


(iii)          is required to be disclosed pursuant to
law, providing the Executive uses reasonable efforts to give the Company
reasonable notice of such required disclosure; or


 


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(iv)          is disclosed with the prior written
consent of the Company.


 


                                                (c)           Return of Company Property.  Executive agrees that upon termination of
this Agreement, Executive shall immediately surrender to the Company, without
request, or, at the Company’s request and in the Company’s sole discretion,
destroy or cause to be destroyed all memoranda, notes, reports, documents,
software and disks and all copies and other reproductions and extracts thereof,
including those prepared by Executive, which are in Executive’s possession or
under his control and which contain or are derived from Confidential
Information.


 


                                                (d)           Covenant Not to Compete or Solicit.  Executive shall not, directly or
indirectly, do any of the following during the term of this Agreement and for a
period of twelve (12) months thereafter:


 


                                                (i)            Be
employed by, serve as consultant or independent contractor to, directly or
indirectly beneficially own any equity or similar interest in (except as the
holder of not more than one percent (1%) of the voting securities of any
publicly traded entity or as a shareholder of the Company or any successor
thereto), or otherwise engage in, any business in the United States that
directly competes with the Company in the design, development, marketing and
support of private wireless communications, including wireless radios, wireless
communications infrastructure and systems for digital and analog platforms, and
wireless data security products and solutions.


 


                                                (ii)           Solicit
or cause to be solicited, directly or indirectly, any employee of the Company
for any purpose (other than, during the term of this Agreement, as an employee
of the Company on behalf of the Company), without the prior written consent of
the Company, which written consent specifically refers to this Agreement; or


 


                                                (iii)          Solicit
or cause to be solicited, directly or indirectly, or in any way be responsible
for, an offer of employment to any employee of the Company by any other person.


 


(e)                                  Remedies. Executive acknowledges and agrees that
the terms of this Section 10 are (i) reasonable in geographic and
temporal scope, (ii) necessary to protect the legitimate proprietary and
business interests of the Company in, among other 


 


14

















 


things, its Confidential
Information, customer and near customer relationships.  Executive further acknowledges and agrees
that (x) Executive’s breach of the provisions of this Section 10
would cause the Company irreparable harm that can not be adequately compensated
with money damages, and (y) if the Company elects to prevent Executive
from breaching such provisions by obtaining an injunction against Executive,
there is a reasonable probability of the Company’s success on the merits.
Executive consents and agrees that if Executive commits or threatens to commit
any such breach, Company shall be entitled to temporary and permanent
injunctive relief from a court of competent jurisdiction which relief is in
addition to, and not in lieu of, such other remedies as may be available to Company
for such breach, including the recovery of money damages. If any of the provisions
of this Section 10 are determined to be wholly or partially unenforceable,
Executive agrees that this Agreement or any provision hereof may be reformed so
that it is enforceable to the maximum extent permitted by law.


 


                Section 11.            Entire Agreement.
This Agreement contains the entire understanding and agreement between the
Company and the Executive and supersedes any prior agreements and negotiations
between them pertaining to the Executive’s terms and conditions of employment
with the Company. There are no representations, warranties, promises, covenants
or understandings between the Company and the Executive with respect to such
employment other than those expressly set forth in this Agreement. This Agreement
takes precedence over other conflicting agreements with the Executive.


 


                Section 12.            Governing Law,
Jurisdiction and Venue. This Agreement shall be governed by the
laws of the State of Delaware without application of conflicts of law principles.
The parties hereto irrevocably (a) submit to the exclusive jurisdiction of
the Delaware Court of Chancery sitting in the County of New Castle for the
purpose of any action or proceeding arising out of or relating to this
Agreement brought by any party hereto, and (b) waive, and agree not to
assert by way of motion, defense or otherwise, in any such action or
proceeding, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment
or execution, that the action or proceeding is brought in an inconvenient
forum, that the venue of the action or proceeding is improper or that this 


 


15

















 


Agreement
or the transactions contemplated by this Agreement may not be enforced in or by
the above-named court.


 


                Section 13.            Non-Assignability;
Successors. The obligations of the Executive under this Agreement
are not assignable by him. This Agreement is personal in nature and may not be
assigned by the Company without the written consent of the Executive, except
that the consent of the Executive shall not be reasonably withheld in
connection with the sale to any person, partnership, corporation or other
entity of substantially all the assets of the company, provided that the
assignee assumes all the liabilities of the Company hereunder. Except as
provided in the immediately preceding sentence, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their successors.


 


                Section 14.            Notices. Any notice required to be given in
writing by any party to this Agreement may be personally delivered or mailed by
registered or certified mail to the last known address of the party to be
notified. Any such notice personally delivered shall be effective upon delivery
and any such notice mailed shall be effective four (4) business days after
the date of mailing by registered or certified mail with postage prepaid to the
last known address of the party to be notified.


 


                Section 15.            Section 409A.
It is intended that the payments and benefits provided under this Agreement
will either be exempt from the application of, or comply with, the requirements
of Section 409A of the Code. The Agreement shall be construed,
administered, and governed in a manner that effects such intent, and the Company
shall not take any action that would be inconsistent with such intent. Without
limiting the foregoing, the payments and benefits provided under this Agreement
may not be deferred, accelerated, extended, paid out or modified in a manner
that would result in the imposition of an additional tax under Section 409A
upon Executive. Although the Company shall use its best efforts to avoid the
imposition of taxation, interest and penalties under Section 409A, the tax
treatment of the benefits provided under this Agreement is not warranted or
guaranteed. Neither, the Company nor its directors, officers, employees or
advisors shall be held liable for any taxes, interest, penalties or other
monetary amounts owed by Executive as a consequence of payments made under t his
Agreement.


 


                Section 16.            Severability. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect the other
provisions of this Agreement, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted.


 


16

















 


                Section 17.            Headings. The Section and other headings
contained in this Agreement are for reference purposes only and shall not
affect the interpretation of this Agreement.


 


                Section 18.            Construction. Whenever required by the context,
references to the singular shall include the plural, and the masculine gender
shall include the feminine gender.


 


                Section 19.            Amendments. No changes, modifications, waivers,
discharges, amendments or additions to this Employment Agreement shall be
binding unless it is in writing and signed by the Company and the Executive.


 


                IN WITNESS WHEREOF, the Company has caused this Agreement
to he executed on its behalf and the Executive has signed his name hereto, effective
as of the date first written above.


 




	
   

  	
  EF Johnson Technologies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Thomas R. Thomsen

  
	
   

  	
  Its

  	
  Chairman, Compensation Committee of the Board of
  Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael E. Jalbert

  
	
   

  	
  Michael E. Jalbert

  






 


17
















EXHIBIT A


 


GENERAL RELEASE


 


                This General Release (“Release”)
is between E.F. Johnson Technologies, Inc., a Delaware corporation (the “Company”)
and Michael E. Jalbert (“Executive”), and is for the purpose of resolving all
existing or potential disputes including, but not limited to, those arising out
of the employment relationship that existed between the Company and Executive.


 


                For good and valuable consideration, as set forth in
the Amended and Restated Employment Agreement between the Company and Executive,
Executive agrees as follows:


 


                1.             Executive,
for Executive and Executive’s heirs, executors and administrators, releases and
forever discharges the Company and its affiliates, and their successors and
assigns, subsidiaries, parent and related companies, and all of their
directors, employees, and agents (collectively referred to as the “Released
Parties”) from any and all claims or causes of action whatsoever, which Executive
ever had or has now against the Released Parties, whether they are known now or
unknown.


 


                Executive understands and agrees that this document
is a general release that releases all claims and causes of action against the Released
Parties that Executive ever had or now has for acts or omissions up to the date
of this Release including, but not limited to, those relating to Executive’s
recruitment, employment, and the termination of Executive’s employment with the
Company.  Executive also understands that
once Executive signs this Release, Executive legally waives and releases any and
all rights and claims Executive may have (a) under the numerous state and
federal laws and regulations, as amended, including, without limitation, the
Age Discrimination in Employment Act (“ADEA”), (b) under any local statute
or ordinance, as well as (c) under any common law claim in tort or
contract.  Finally, Executive understands
and agrees that, if Executive does file such a claim, the Company may be
entitled to restitution, set-off or recoupment of some or all of the payments
provided to Executive.


 


                                Excluded
from this release are any claims which cannot be waived by law, including, but
not limited to, the right to file a charge with or participate in an
investigation conducted by certain government agencies.   However, Executive understands and agrees
that Executive is waiving the right to any monetary recovery should any agency
(including, but not limited to, the Equal Employment Opportunity Commission) or
third party pursue any claims on Executive’s behalf, and that the consideration
paid for this Release provides Executive with full relief and Executive will
not accept any additional relief.  Unless specifically addressed, this Release is not intended to be a
waiver of any rights Executive may have to (i) payments and benefits under
the Amended and Restated Employment Agreement between the Company and
Executive, (ii) any nonforfeitable benefits under any of the Company’s
employee benefit plans and executive compensation arrangements which, by their
terms, specifically provide for nonforfeitable benefits; (iii) convert
group benefits under any of the Company’s employee benefit plans to individual
coverage, to the extent that such plans allow such conversion; or (iv) continue
coverage under any of the Company’s medical plans as provided under the Employee



 

















 


Retirement
Income Security Act of 1974, as amended, or section 4980 B of the Internal
Revenue Code of 1986, as amended.


 


2.             Executive agrees further that if any provision of this Release
is held to be invalid or unenforceable to any extent, the remainder of this Release
shall not be affected, and shall be enforced to the greatest extent permitted
by law.


 


3.             Executive agrees that neither this Release nor the payment
of the consideration for this Release shall be considered or construed for any
purpose as an admission by the Company of any liability or unlawful conduct of
any kind and that any such liability is expressly denied.


 


4.             Executive states and represents that Executive has had
up to twenty-one (21) days to consider this Release, that Executive has
carefully read this Release, knows the contents of it, freely and voluntarily
assents to all of its terms and conditions, understands the final and binding
effect of this Release, and signs it as Executive’s own free act with the full
intent of releasing the Released Parties from all claims. Executive understands
that Executive may revoke this General Release  at any time within seven (7) days of
signing by following the procedures contained in the Separation Agreement.  Executive acknowledges that the Company has
advised Executive to consult with an attorney before signing this Release.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [FULL NAME]

  
	
   

  	
   

  	
   

  
	
  STATE OF                         

  	
   

  	
   

  
	
  COUNTY OF                           ,
  SS.

  	
   

  	
   

  



 


                On this         day
of                   
          , [FULL NAME]
personally appeared, and s/he acknowledged the foregoing instrument to be his/her
free act and deed, without duress or coercion, and that s/he executed it for
the purposes therein contained.


 


	
   

  	
   

  	
  Before me,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  My Commission Expires:

  



 


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