Filed by Bowne Pure Compliance





EXHIBIT 10.1









[THIS AGREEMENT IS SUBJECT TO ARBITRATION]




EMPLOYMENT, CONFIDENTIALITY, AND NON-COMPETITION AGREEMENT




This “Agreement” is between the “Company,” Interphase Corporation, and Yoram Solomon,
“Executive.” The Company is organized under the laws of the State of Texas. Its principal place
of business is located at 2901 North Dallas Parkway, Suite 200, Plano, TX 75093. The effective
date of this Agreement is November 17, 2008 (“Effective Date”).



Background Statement




The Company enables rapid platform design and integration for the global voice and data
communications markets through custom and off-the-shelf communications equipment, embedded software
development suites, and systems integration and consulting services for telecom and enterprise
networks. Executive desires to be employed or continue to be employed by the Company. The Company
desires to employ Executive, provided that as an express, prior condition of such employment,
Executive enters into this Agreement with the Company.



This Agreement sets forth the terms of Executive’s employment. The parties agree that this
Agreement is supported by valuable consideration, that mutual promises and obligations have been
undertaken by the parties to it, and that the agreement is entered into voluntarily by the parties.



Statement of Agreement





	1.	 	Duties. Executive shall devote Executive’s best efforts to the business of the Company.
Executive shall perform such duties and responsibilities customary to the position of Vice
President of Corporate Strategy & Business Development including those described on Exhibit A
to this Agreement. Executive shall also perform those duties assigned by the Company from
time to time.
	 
	2.	 	Terms. The “initial term” of employment under this Agreement shall terminate six (6) months
after the date of this Agreement. The initial term of this Agreement shall automatically
renew for successive six (6) month periods, referred to as “successor terms,” unless either
party gives thirty (30) days written notice of its intention not to renew prior to the
expiration of the initial or any successor term or Executive is terminated for cause.




 


 









 











	 3.	 	Terminable For Cause or on Account of Death or Disability. This Agreement may be terminated
by the Company prior to the expiration of the initial term or any successor term as follows:






	 	(a)	 	Due to the death of Executive;
	 
	 	(b)	 	Due to a physical or mental disability which prevents Executive from performing
the essential functions of his full duties for a period of ninety (90) consecutive days
during the term of this Agreement, as determined in good faith by a physician
reasonably acceptable to the Company; or,
	 
	 	(c)	 	For Cause, which is (i) fraud, misappropriation, embezzlement, dishonesty, or
other act of material misconduct against the Company or any affiliate of the Company;
(ii) failure to perform specific and lawful directives of Executive’s superiors; (iii)
violation of any rules or regulations of any governmental or regulatory body, which is
materially injurious to the financial condition of the Company; (iv) conviction of or
plea of guilty or nolo contendere to a felony; (v) violation of the provisions of
Paragraphs 8, 9, 10, 11, 13, or 16; or, (vi) substantial failure to perform the duties
and responsibilities of Executive under this Agreement.






	 	 	In the event of termination under this Paragraph 3, Executive shall be entitled only to
Executive’s base salary earned through the date of termination paid in accordance with the
Company’s normal payroll practices. No accrued but unpaid bonuses or commissions shall be
due to Executive.
	 
	 4.	 	Termination Without Cause or Nonrenewal. In the event (i) the Company gives Executive thirty
(30) days written notice of its intention not renew a term of this Agreement pursuant to the
provisions of Paragraph 2 and at the time the term of this Agreement expires as a result of
such notice, the Executive is willing and able to execute a new agreement containing terms and
conditions substantially similar to those in this Agreement and to continue to provide
services to the Company substantially similar to the services provided at the time the term
expires, or (ii) Executive is terminated during a term of this Agreement without Cause, the
Executive shall receive: (A) the balance of base salary due under this Agreement for the
balance of its term on the regular pay dates of the Company (the “Remaining Term Payments”)
and thereafter, (B) subject to the Executive’s execution of a general release of claims and
covenant not to sue in a form acceptable to the Company (the “Release”), severance pay based
on Executive’s monthly base salary at the time of termination in an amount equal to (x) three
(3) months of such monthly base salary if Executive’s termination of employment with the
Company occurs during the first year of his employment under this Agreement or (y) six (6)
months of such monthly base salary if Executive’s termination of employment with the Company
occurs after the first anniversary of Executive’s employment




 


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	 	 	commencement date with the Company under this Agreement, payable, in each case, in bi-monthly or bi-weekly
installments in accordance with the Company’s normal payroll practices (the “Severance
Benefits”). The Company shall begin payment of the Severance Benefits on the first
regularly scheduled payroll date of the Company occurring after completion of the Remaining
Term Payments, if any; provided Executive has executed and delivered the Release to the
Company prior to such date (and not revoked the Release during the applicable revocation
period). Notwithstanding any provision in the preceding sentence to the contrary, if the
Severance Benefits would be considered “non-qualified deferred compensation” under Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of Severance
Benefits shall commence on the first regularly scheduled payroll date of the Company
following the later of (i) sixty (60) days following Executive’s date of termination or (ii)
completion of the Remaining Term Payments; provided Executive has executed and delivered the
Release to the Company prior to such date (and not revoked the Release during the applicable
revocation period). The form of the Release will be provided to the Executive not later
than five (5) days following Executive’s date of termination. No accrued but unpaid bonuses
or commissions shall be due to Executive under this Paragraph 4. No other severance payment
or benefits shall be due Executive other than those provided for under this Agreement.
Notwithstanding anything stated herein to the contrary, in the event Executive becomes
employed during the period in which the Executive is eligible to receive post-employment
payments under this Paragraph 4, Executive shall notify the Company of such employment
within ten (10) days following the employment commencement date and any amounts received by
Executive in the form of compensation, salary, or other payments shall be offset or shall
reduce any Severance Benefits or other amounts or liability owed by the Company to the
Executive under this Paragraph 4.
	 
	5.	 	Compensation. Employer shall pay and provide benefits to Executive according to the
provisions of Executive’s compensation plan described in the attached Exhibit B. Executive’s
compensation plan shall be reviewed on a periodic basis. The Company reserves the right, and
Executive hereby authorizes Company, to make deductions from Executive’s pay or bonuses to
satisfy any outstanding obligations of Executive to the Company. The Company may offset
against the final payment of wages or bonuses owed to Executive any amounts due the Company
from Executive.
	 
	6.	 	Changes in Position, Location, or Compensation. If the Company transfers, promotes, or
reassigns Executive to another position or geographic area, or both parties agree to a change
in compensation or benefits during a term of this Agreement or upon the renewal of a term of
this Agreement, an updated employment agreement may be substituted by agreement of the parties
but is not required. Mutually-agreeable changes in compensation or benefits shall be effected
by amendment to and incorporation of a modified Exhibit B, initialed by the parties or their
authorized representative. All provisions, promises, terms or conditions not modified by an
amendment of Exhibits A — C shall remain in effect and shall not be deemed revoked or
modified beyond the changes set forth in one or more amended Exhibits. Notwithstanding
the preceding, any changes or amendments to this Agreement shall be consistent with the
provisions of Sections 20 and 21 hereof.




 


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	7.	 	Executive Representation/Warranty. Executive represents that Executive is not a party to any
agreement with a third party, or limited by a court order, containing a non-competition
provision or other restriction which would preclude Executive’s employment with Company or any
of the services which Executive will provide on the Company’s behalf.
	 
	8.	 	Duty of Loyalty. Executive acknowledges the common law duties of reasonable care, loyalty,
and honesty which arise out of the principal/agent relationship of the parties. While
employed and thereafter for whatever term the law may impose, Executive shall not engage in
any activity to the detriment of the Company. By way of illustration and not as a limitation,
Executive shall not discuss with any customer or potential customer of the Company any plans
by Executive or any other Executives of the Company to leave the employment of the Company and
compete with the Company.
	 
	9.	 	Company Documents. Executive agrees and acknowledges that Executive holds as the Company’s
property all memoranda, books, papers, letters, and other data, including duplicates, relating
to the Company’s business and affairs (“Company Documents”). This includes Company Documents
created or used by Executive or otherwise coming into Executive’s possession in connection
with the performance of Executive’s job duties. All Company Documents in the possession,
custody, or control of Executive shall be returned to the Company at the time of termination
of employment.





Confidential Information and Non-Competition





	10.	 	In exchange for the mutual promises and obligations contained in this Agreement, and
contemporaneous with its execution or soon thereafter, Employer promises to deliver to
Executive or permit Executive to acquire, be exposed to, and/or have access to material, data,
and information of the Company and/or its customers or clients that is confidential,
proprietary and/or a trade secret (“Confidential Information”). At all times, both during and
after the termination of employment, the Executive shall keep and retain in confidence and
shall not disclose, except as required in the course of the Executive’s employment with the
Company, to any person, firm or corporation, or use for the Executive’s own purposes, any
Confidential Information. For the purposes of this paragraph, such information shall include,
but is not limited to:






	 	1.	 	The Company’s standard operating procedures, processes, formulae, know-how,
scientific, technical, or product information, whether patentable or not, which is of
value to the Company and not generally known by the Company’s competitors;
	 
	 	2.	 	All confidential information obtained from third parties and customers
concerning their products, business, or equipment specifications;
	 
	 	3.	 	Confidential business information of the Company, including, but not limited
to, marketing and business plans, strategies, projections, business opportunities,
client identities or lists, sales and cost information, internal financial statements
or reports, profit, loss, or margin information, customer price information; and,
	 
	 	4.	 	Other information designated by the Company or deemed by law to be confidential
information.




 


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	11.	 	Non-Competition. In consideration of the mutual promises contained in this Agreement,
the sufficiency of which is acknowledged by the parties, Executive agrees that during the term
of his employment and for a period of twelve (12) calendar months after termination of
employment from the Company (whether voluntary or involuntary), Executive shall not, directly
or indirectly, either as principal, agent, manager, employee, partner, shareholder, director,
officer, consultant or otherwise:






	 	1.	 	Become associated or affiliated with, employed by, or financially interested in
any business operation which competes in the business currently engaged in by Company.
(The phrase “business currently engaged in by the Company” includes, but is not limited
to, the type of activities in which the Company was engaged during Executive’s tenure,
such as designs and delivers high performance connectivity adapters for computer and
telecommunication networks.)
	 
	 	2.	 	Solicit or attempt to solicit the business or patronage of any person, firm,
corporation, partnership, association, department of government or other entity with
whom the Company has had any contact during a period of twelve (12) calendar months
preceding the date of this Agreement (“Customers”), or otherwise induce such Customers
to reduce, terminate, restrict or otherwise alter business relationships with the
Company in any fashion; or,
	 
	 	3.	 	In any way solicit or attempt to solicit the business or patronage of any
Customers.
	 
	 	4.	 	The parties intend the above restrictions on competition to be completely
severable and independent, and any invalidity or unenforceability of any one or more
such restrictions shall not render invalid or unenforceable any one or more
restrictions.




 


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	12.	 	Limitations on Scope. In recognition of the broad geographic scope of the Company’s business
and the ease of competing with the Company in any part of the United States, the restrictions
on competition set forth herein are intended to cover the following geographic areas:






	 	1.	 	The geographic territory identified on the attached Exhibit C;
	 
	 	2.	 	The cities containing a facility or operation owned or managed by the Company;
and,
	 
	 	3.	 	A fifty (50) mile radius outside the boundary limits of each such city.






	 	 	The parties intend the above geographical areas to be completely severable and independent,
and any invalidity or unenforceability of this Agreement with respect to any one area shall
not render this Agreement unenforceable as applied to any one or more of the other areas.
	 
	13.	 	Non-Solicitation of Employees. During employment and for a period of twelve (12) months
after termination, Executive agrees not to hire, employ, solicit, divert, recruit, or attempt
to induce, directly or indirectly, any existing or future employee of the Company to leave
their position with the Company or to become associated with a competing business.





Remedies for Breach





	14.	 	Company’s Right to Obtain an Injunction. Executive acknowledges that the Company will have
no adequate means of protecting its rights under Paragraphs 10, 11, 12, or 13 of this
Agreement other than be securing an injunction (a court order prohibiting the Executive from
violating the Agreement). Accordingly, the Executive agrees that the Company is entitled to
enforce this Agreement by obtaining a temporary, preliminary, and permanent injunction and any
other appropriate equitable relief. Executive acknowledges that the Company’s recovery of
damages will not be an adequate means to redress a breach of this Agreement. Nothing
contained in this paragraph, however, shall prohibit the Company from pursuing any remedies in
addition to injunctive relief, including recovery of damages. Executive expressly
acknowledges that the Company has sole discretion regarding whether to seek a remedy for
breaches of Paragraphs 10, 11, 12, or 13 in a court of competent jurisdiction or by
arbitration procedures outlined in paragraph 15.
	 
	15.	 	Arbitration. Executive and the Company agree that any unresolved dispute or controversy
involving a claim for monetary damages and/or declaratory or injunctive relief arising under
or in connection with this Agreement shall be settled exclusively by arbitration, conducted
before a single arbitrator in Dallas, Texas, according to the rules of the American
Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in
any court having jurisdiction. The direct expense of any arbitration proceeding shall be
borne by the Company. Notwithstanding the foregoing, nothing in this Paragraph is intended to
subject a claim by either party arising under Paragraphs 10, 11, 12, or 13 to mandatory
arbitration. Any claim arising under Paragraphs 10, 11, 12, or 13 shall be litigated in the
courts of the relevant jurisdiction and venue.




 


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Inventions and Discoveries





	16.	 	Discoveries, Inventions, & Copyrights. Executive shall disclose promptly to the Company any
and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether
patentable or not, which are conceived or made by the Executive, solely or jointly, during
Executive’s term of employment and which pertain to the business activities of the Company.
Executive hereby assigns and agrees to assign all his interest therein to the Company or to
its nominee. Whenever requested to do so by the Company, Executive shall execute any and all
applications, assignments, or other instruments which the Company shall deem necessary to
apply for and obtain Letters of Patent of the United States or any foreign country or to
otherwise protect the Company’s interest therein. Notwithstanding anything contained herein
to the contrary, nothing in this Paragraph 16 is intended to divest, transfer, abrogate or
otherwise relinquish any right, title, or interest of Executive in any patent related to image
processing for video conferencing that shall be filed with the U.S. Patent and Trademark
Office or any foreign country by Executive during the six month period following the Effective
Date of this Agreement and which is unrelated to business of the Company and does not result
from any work performed by Executive for the Company.





General Provisions





	17.	 	Condition to Seeking Subsequent Employment. Executive agrees to show a copy of this
Agreement to any Competitor with whom Executive interviews during the Executive’s employment
with the Company or with whom the Executive interviews within twelve (12) months following the
effective date of the termination of the Executive’s employment with the Company.
	 
	18.	 	Attorneys’ Fees. If any party shall obtain a final judgment of a court of competent
jurisdiction, subject to no further appeal, pursuant to which any other party shall be
determined to have breached its obligations hereunder or made any misrepresentations, such
prevailing party shall be entitled to recover, in addition to any award of damages, reasonable
attorneys’ fees, costs, and expenses incurred by such party in obtaining such judgment.
	 
	19.	 	Non-Disparagement and Confidentiality. Except as may be required by law or as consented to
in writing by an authorized officer or agent of the Company, Executive agrees not to make any
statements whatsoever, directly or indirectly, written or oral, which could reasonably become
public, which could be interpreted as embarrassing, disparaging, prejudicial, or in any way
detrimental or inimical to the interests of the Company. Furthermore, Executive agrees to
hold confidential and not to disclose, make public, or to communicate orally or in writing to
any person or entity (other than Executive’s significant other and immediate family), directly
or indirectly, the terms of this Agreement or any matters set forth herein, except only: (a)
as may be compelled by court orders; (b) as may be necessary to enforce the terms of this
Agreement; (c) to legal, accounting, and financial advisors; (d) as may be necessary in
connection with the application for or obtaining loans or credit; (e) as may be
necessary to comply with applicable laws and government regulations; or, (e) as may be
necessary or desirable in obtaining future employment.




 


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	20.	 	Additional Termination Provisions.






	 	(a)	 	Separation from Service. Notwithstanding anything to the contrary in
this Agreement, with respect to the Severance Benefits or any other amounts payable to
Executive under this Agreement in connection with a termination of Executive’s
employment that would be considered “non-qualified deferred compensation” under Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), in no event shall a
termination of employment be considered to have occurred under this Agreement unless
such termination constitutes Executive’s “separation from service” with the Company as
such term is defined in Treasury Regulation Section 1.409A-1(h) and any successor
provision thereto (“Separation from Service”).
	 
	 	(b)	 	Section 409A Compliance. Notwithstanding anything contained in this
Agreement to the contrary, to the maximum extent permitted by applicable law, the
Severance Benefits payable to Executive pursuant to Section 4 shall be made in reliance
upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay
plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term
deferrals). However, to the extent any such payments are treated as non-qualified
deferred compensation subject to Section 409A of the Code, and if Executive is deemed
at the time of his Separation from Service to be a “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any
portion of the benefits to which Executive is entitled under this Agreement is required
in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such
portion of Executive’s termination benefits shall not be provided to Executive prior to
the earlier of (i) the expiration of the six-month period measured from the date of
Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the
earlier of such dates, all payments deferred pursuant to this Section 20(b) shall be
paid in a lump sum to Executive. The determination of whether the Employee is a
“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the
time of his Separation from Service shall made by the Company in accordance with the
terms of Section 409A of the Code and applicable guidance thereunder (including without
limitation Treasury Regulation Section 1.409A-1(i) and any successor provision
thereto).




 


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	21.	 	Section 409A; Separate Payments. This Agreement is intended to be written, administered,
interpreted and construed in a manner such that no payment or benefits provided under the
Agreement become subject to (a) the gross income inclusion set forth within Section
409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section
409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where
appropriate, the construction of defined terms to have meanings that would not cause the
imposition of Section 409A Penalties. In no event shall the Company be required to provide
a tax gross-up payment to Executive or otherwise reimburse Executive with respect to Section
409A Penalties. For purposes of Section 409A of the Code (including, without limitation,
for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that
Executive may be eligible to receive under this Agreement shall be treated as a separate and
distinct payment and shall not collectively be treated as a single payment.
	 
	22.	 	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Company, its subsidiaries, affiliates, successors, and assigns.
	 
	23.	 	Nonwaiver. Any waiver by the Company of a breach of any provision of this Agreement must be
in writing and signed by the Company to be effective. Any waiver by the Company of a breach
of any provision of this Agreement shall not operate or be construed as a waiver by the
Company of any different or subsequent breach of this Agreement by Executive.
	 
	24.	 	Applicable Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas, without giving effect to the conflict of laws provisions thereof.
	 
	25.	 	Forum Selection Clause. Any and all causes of action for equitable relief relating to the
enforcement of this Agreement and not otherwise subject to the mandatory arbitration
provisions of Paragraph 15 may, in the Employer’s sole discretion, be brought in the
United States District Court for the Northern District of Texas or the Dallas County District
of the Texas State Courts. The parties agree that the provisions of this paragraph benefit
both Employer and Executive. Any and all causes of action by and between Employer and
Executive can be quickly and efficiently resolved in the agreed-upon forum, which will not
unduly burden either Employer or Executive, and which will substantially aid Employer and
Executive in providing the opportunity for uniform treatment with respect to any issues
relating to the covenants contained in this Agreement.
	 
	26.	 	Entire Agreement; Amendment. This Agreement represents the entire agreement between the
Company and the Executive with respect to the subject matter hereof, supersedes all prior
agreements dealing with the same subject matter. This Agreement may be amended at any time by
the mutual consent of the parties hereto, with any such amendment to be invalid unless in
writing, signed by the Company and Executive; provided that any such amendment shall be
consistent with the provisions of Sections 20 and 21 hereof.
	 
	27.	 	Severability. The invalidity of any term or provision of this Agreement, including any term
or provision of paragraphs 10, 11, 12, or 13 shall not invalidate or otherwise affect any
other term or provision of this Agreement.
	 
	28.	 	This agreement shall be effective November 17, 2008.




 


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	 	Interphase Corporation

 	 
	 	By:  	/s/ Gregory B. Kalush
 	 
	 	 	Gregory B. Kalush 	 
	 	 	 	 
	 	Its: President and Chief Executive Officer	 



	 	 	 	 	 
	 	Executive

 	 
	 	/s/ Yoram Solomon
 	 
	 	Yoram Solomon 	 




 


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Exhibit A









Job Description




	 	 	 
	Job Title: VP, Corp Strategy & Business Development

	 	Department: NEW
	Reports To: President and CEO

	 	FLSA Status: Exempt
	Prepared By: D. Shute & G. Kalush

	 	Approved By:
	Prepared Date: August 15, 2008

	 	Approved Date:






SUMMARY




The VP of Corporate Strategy & Business Development serves as the focal point for strategy
formation for the company. This staff position reports to the CEO and provides creative insight to
the CEO and Executive Team to complement the organization’s operational strength. In conjunction
with the CEO and Executive Team, this position draws upon the deep technical strength of the
candidate to define and shape the medium and long-term growth strategy of the company; it is also
responsible for coordinating and pulling together the strategic plan (process), and for identifying
and evaluating growth options including the assessment of potential joint ventures, potential M&A
options, specific emerging technologies to invest in, and strategic products and services for the
company to focus on.



The VP of Corporate Strategy & Business Development is a member of the Executive Team and provides
innovative insight to the rest of the team in terms of possible strategic directions the company
should investigate and pursue. This position has virtually no operational responsibilities; its
focus is on inspiring creativity and a sustainable innovation culture within the company while
providing imaginative (but well thought through) alternative business directions for the Company
and it’s executives to consider. This position’s responsibilities play a key role in contributing
to the company’s strategic direction, and are critical to the long-term profitable growth and
overall success of the Company,



As a member of the Executive Team, the VP of Corporate Strategy & Business Development must embrace
and promote the organization’s vision, goals, and values, and operate with a sense of unity and
alignment with the CEO and the rest of the leadership team, which is deemed necessary to achieve
superior business results within the Company.


 


 









 





ESSENTIAL DUTIES AND RESPONSIBILITIES




Key Accountabilities:




Strategic Direction Leadership:





	•	 	Has the responsibility for providing leadership and guidance for the formation of the
Company’s long term vision and direction.






	•	 	Leads the company’s assessment of emerging technologies and recommends Interphase’s
positioning to take maximum advantage of our company’s core competencies, skills and market
position.






	•	 	Provides a strong perspective on future strategic direction for the company and recommends
potential new markets and/or products and services to the CEO and Executive Team.






	•	 	Identifies, analyzes, and recommends potential acquisitions, strategic alliances, joint
ventures, licensing agreements, divestitures to the CEO and eventually the rest of the
Executive Team and serves as the internal champion once those recommendations are accepted
toward the realization of strategic goals.






	•	 	Confers with CEO to discuss required changes in market direction, product portfolio,
resources/skills, processes, strategies or goals as a result of current or future customer
trends and/or market conditions.





Market & Customer Intelligence:





	•	 	Collaborates with diverse internal and external stakeholders to create a market
perspective, and gathers market intelligence. Develops strategies regarding new business
development initiatives and provides compelling insights and perspectives to our Executive
Team to help them prioritize the most viable opportunities in order to help steer the company
in the right direction.






	•	 	Engages customers, partners, vendors, investment banking community leaders, standards
committees, industry analysts, potential M&A targets, etc., to develop sources of information
and analysis and determine viable future directions that Interphase should consider, potential
investments Interphase should consider, and make those recommendations to the CEO and
Executive Team, and assist the CEO in these discussions with the Board of Directors.





Joint Development, Partnerships, and M&A Activity:





	•	 	Evaluates new technology directions and business development opportunities such as
strategic partnerships, joint development, outsourcing, and mergers & acquisitions of outside
capability to improve time to market, advance the company’s market position, and ensure its
ability to achieve its current and future business plan objectives. Proactively evaluates
these potential options and makes recommendations to the CEO.
	 
	•	 	Provides a financial evaluation of strategic and investment options.






	•	 	Once an idea is agreed upon amongst the CEO and Executive Team, this position serves as an
internal “champion” to help drive the idea (whether an M&A, strategic partnership, joint
development, divestitures or outsourcing proposal) from initial idea through successful
completion. This may include coordinating activities around valuation work, organizing due
diligence and management meetings, and act as an advisor /partner to Executive Team and the
CEO throughout the process.





 


 









 







Strategic Planning Process:





	•	 	Working in partnership with the CEO and Executive Team, owns the end-to-end strategic
planning process and provides functional excellence in strategic planning to the organization.
Acts as a key partner to the business in developing the annual Business Strategic Review,
which is a five year plan dimensioning the strategic priorities for the organization.






	•	 	Implements a methodology and process for formulating vision and strategy and ensuring a
continuous cycle of update into the future year. Acts as an active guide in the strategic
technology vision and business direction (i.e. selection of strategic markets) for the
organization.






	•	 	Maintains significant interaction with customers, suppliers, marketing and
engineering/development teams to effectively evaluate future programs under consideration; and
advises the CEO, the Executive Team, and other internal team members on these matters.





Strategy Spokesperson:





	•	 	Actively speaks at, presents, and/or participates in customer presentations, “world tours”,
and trade show activities as appropriate.






	•	 	Presents at Board Meetings as requested or required.





Other duties may be assigned. Management reserves the right to change these duties at any time.



SUPERVISORY RESPONSIBILITIES




The VP of Corporate Strategy & Business Development has no direct reports.



QUALIFICATIONS




To perform this job successfully, an individual must be able to perform each essential duty
satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or
ability required. Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential functions.



EDUCATION and/or EXPERIENCE




Bachelor’s degree in Engineering (BSEE) or very strong technical background is required. An MBA is
preferred.



Prefer ten (10+) years in a corporate business development setting, doing business strategy
development. Management / marketing strategy consultancy experience for technology companies is
highly preferred.



Strong communications industry experience is required; an emphasis in data, voice and video
communications technologies is desired. Possess a strong understanding of convergent &
telecommunications business models and competitive landscape.


 


 









 





Ideally, five plus (5+) years of background functioning as the senior leader of business
development, corporate strategy, or CTO of a Company, major operating group or subsidiary with
accountability for setting the company’s strategic vision.



Legal and financial acumen is preferred.



Must be an enthusiastic, ethical, persuasive leader who commands respect by word and deed. Must be
a team player who thrives in a fast-paced environment.



A broad understanding of computer/communications-related technologies.



Extremely capable VP of Corporate Strategy & Business Development who can truly operate as an
influential member of the CEO’s Staff while making “value-added” contributions in throughout the
organization. Building solid working relationships with Executive Officers and the Company’s Board
of Directors will also be imperative to the overall execution of the VP of Corporate Strategy &
Business Development’s responsibilities.



Must possess a balanced business background encompassing more than strictly technical skills;
equally important, will be the ability to aggressively contribute to the company’s long-term and
short-term strategic vision. This position functions as a major contributor in support of the
Company’s growth strategy, new products, and services is a high priority, as is the need to become
the CEO’s confidant and “business partner”.



Must possess leadership qualities and be able to work well with the rest of the Executive Team.
The right candidate will inspire and motivate the organization toward creativity and
innovativeness, in accepting the adopted strategic direction, and in assisting the Executive Team
in communicating to the organization what we are trying to accomplish and why. Leadership skills
also include the ability to collaborate and partner well with others, and to develop and
communicate vision and business strategies. Must have extensive knowledge of market and emerging
technologies.



COMMUNICATION AND LANGUAGE SKILLS




Must communicate effectively, concisely, and accurately with integrity and consistent to our
Corporate Values, having the ability to decipher and understand technically complex customer and
market requirements, analyze and interpret complex scientific and technical journals and
documentation, financial reports, and legal documents and be able to explain them accurately. Must
be a strong influencer with strong collaboration and negotiation skills. Must possess the ability
to respond to inquiries or complaints from customers, partners, regulatory agencies, members of the
business community, Board members, or employees that are from the simple to the complex in nature.
Must possess the ability to effectively and concisely express key relevant information in written
form, whether writing speeches, or articles for publication that conform to prescribed style and
format. Must have the ability to present ideas effectively to customers, the Executive Team, the
Board of Directors, our employees, and external constituencies such as legal counsel, public audit
firm, conference participants, public groups, and/or the media. Multi-lingual ability (French,
English) is desirable.


 


 









 





REASONING ABILITY




Excellent ability to read and understand very complex and technical information and then apply that
knowledge of information to the company’s own situation to develop strategies and solve problems.
Must be able to pro-actively and effectively define problems, collect data, establish facts, make
sound recommendations, draw valid conclusions, and solve complex problems daily. Ability to
interpret an extensive variety of technical instructions or engineering schematics in mathematical
or diagram form and deal with several abstract and concrete variables. Ability to make predictions
with relative confidence by synthesizing customer information, market information, analyst
projections, hypothetical models, company trends in performance, and make sound recommendations.



PHYSICAL DEMANDS




The physical demands described here are representative of those that must be met by an employee to
successfully perform the essential functions of this job. Reasonable accommodations may be made to
enable individuals with disabilities to perform the essential functions.



While performing the duties of this job, the employee is regularly required to speak and listen.
The employee frequently is required to walk, sit, stand, and reach with hands and arms.
International travel requires sitting for prolonged periods of time.



WORK ENVIRONMENT




The work environment characteristics described here are representative of those an employee
encounters while performing the essential functions of this job. Reasonable accommodations may be
made to enable individuals with disabilities to perform the essential functions.



Normal office and engineering lab environment. Regular domestic and international travel required
(up to 35%).




Initials:                     




                                   



Exhibit A





 


 









 







Exhibit B




Compensation





Base Salary. $7,115.39 per pay period ($185,000/year on an annual basis), of which there
are 26 in each calendar year, less deductions as may be required by law or authorized by
Executive.




Annual Bonus. During the term of this Agreement, Executive will be eligible for an annual
bonus under the Company’s Executive Bonus Plan, as determined by the Company’s Board of
Directors (the “Board”) in its sole discretion (collectively, “Annual Bonus”). The
opportunity to earn an Annual Bonus and the amount of the Annual Bonus will be determined in
accordance with criteria (“Bonus Criteria”) established by the Board. For FY 2009,
Executive will be eligible to earn a bonus of $40,000, based on Bonus Criteria established
by the Board for FY 2009. Executive must continue to be employed by the Company through the
payment date of any such Annual Bonus as a condition to receiving the bonus.




Equity. The Company shall, according to the Company’s Long-Term Stock Incentive Plan and
with the approval of the CEO and the Compensation Committee of the Board of Directors, grant
to Executive 20,000 shares of restricted stock of the Company. Executive’s right, title,
and interest to any stock conferred under the Employment Agreement shall be controlled and
governed by terms and conditions of the Company’s Long-Term Stock Incentive Plan. The per
share price will be determined as of the close of NASDAQ trading on Executive’s first day of
employment.




Executive Benefit Plans. Based on the plans maintained by the Company from time to time
during the term of this Agreement for its similarly situated executives, and subject to
change at any time, the Executive will be provided with a comprehensive and competitive
benefits package including medical, dental, vision, life, AD&D, STD, and LTD, all effective
on the Executive’s first day of employment. Executive will be eligible to participate in
the Company’s 401(k) plan with discretionary matching contribution after completing 60 days
of employment. The Executive shall be eligible to participate in such benefit plans,
according to the terms and conditions of those plans. Executive will pay same amount as all
other Executive and non-Executive employees for health premiums.




Severance Pay. Eligible for 3 months of base salary if terminated anytime within first year
of employment; and 6 months of base salary if terminated anytime after first anniversary of
employment, subject to terms and conditions of this Agreement. Please refer to Paragraph 4,
“Termination Without Cause or Nonrenewal” on page 2 of this Agreement.




Executive Disability Plan. The Executive is eligible to apply for a voluntary Executive
Disability Plan. If approved by the carrier for coverage, the premiums will be paid for by
the Executive.


 


 









 






Vacation and Leave. Executive shall be entitled to three (3) weeks of vacation per year,
accrued monthly, and six (6) sick days per year, and any other paid leave benefits provided
for in the Company’s Policy Guide.




Cell Phone & Computer. Executive will be furnished with a laptop and cell phone/PDA for
business purposes.




Office Furnishings. The Company agrees to provide office space and furnishings to Executive
commensurate with the Company’s decor and culture.




Initials:                     




                                 



Exhibit B





 


 









 







Exhibit C




Designated Cities — Per Paragraph 11a of Employment, Confidentiality,

and Non-Compete Agreement.




The Continental United States





Initials:                     




                                  




Exhibit C