ex10-2.htm


    Exhibit
      10.2

     

    December
      27, 2007

    


    Mr.
      Matthew K. Behrent

    19
      Pierrepont St., #3

    Brooklyn,
      NY 11201

    


    Dear
      Matt,

    


    This
      letter confirms certain terms and conditions of your continued employment in
      consideration of, among other things, your new title and duties in the position
      of Executive Vice President, Corporate Development of Entertainment Distribution
      Company, Inc. (the “Company”) and your relinquishing any right to receive
      options upon future acquisitions or dispositions and supersedes your offer
      letter dated July 6, 2005 from our subsidiary, Glenayre Electronics,
      Inc.  This position is located in New York, New York and reports
      directly to the Chairman of the Board of Directors of the Company.  In
      this position, you are responsible for:

    


    
      	
               

            	
              ·

            	
              The
                development of the Company’s business strategy,


            


    

    
      	
               

            	
              ·

            	
              The
                identification, pursuit and project management of new opportunities
                on a
                global basis, including, without limitation, divestitures, mergers,
                acquisitions, investments, strategic partnerships, alliances and
                joint
                ventures, relating to both the current operating business of the
                Company
                as well as future opportunities to maximize the Company’s other assets,
                

            


    

    
      	
               

            	
              ·

            	
              Review
                and approval of all key business development and customer development
                activities and 

            


    

    
      	
               

            	
              ·

            	
              such
                duties and services as normally are associated with such position,
                which
                may be assigned to you from time to time.


            


    

    


    Your
      base
      compensation is $260,000 per annum (the “Base Salary”), which shall be paid in
      bi-weekly installments for 26 pay periods per year in accordance with the
      Company’s normal payroll practices.  Your Base Salary and performance
      will be reviewed on an annual basis each year and your Base Salary may be
      increased (but not decreased) in the manner determined by the Company in
      consultation with the Company’s Board of Directors (the “Board”) or the
      Compensation Committee of the Board.

    


    You
      will
      be eligible to participate in the Company’s Incentive Bonus Plan and other bonus
      plans or programs as shall be established by the Board upon recommendations
      from
      management of the Company from time to time for senior executives of the
      Company.  In addition, you will be eligible to receive discretionary
      bonus awards as the Board may determine in its sole discretion from time to
      time.

    


    During
      the term of your employment, you will be entitled to four (4) weeks of vacation
      in each calendar year at such times as shall be mutually convenient to you
      and
      the Company.  Your vacation will be prorated for each partial calendar
      year during the term of your employment.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    During
      the term of your employment, you will receive a monthly car allowance of $700,
      which will cover local driving and parking expenses incurred in connection
      with
      the performance of your duties hereunder.

    


    During
      the term of your employment, you may participate in all retirement plans, life,
      medical/dental insurance plans and disability insurance plans of the Company,
      as
      in effect from time to time, to the extent that you qualify under the
      eligibility requirements of each plan or program.  Details of our
      current benefits plan have previously been provided to you.

    


     In
      addition, you will be entitled to a “stay bonus” in an amount equal to your Base
      Salary payable in a lump sum if you remain employed by the Company through
      September 1, 2008 or, in the event a Change in Control (as defined below) occurs
      prior to September 1, 2008, you remain employed by the Company or any successor
      to the Company following a Change in Control, through the 90 day anniversary
      of
      any such Change in Control..  If earned, the Company will pay you the
      stay bonus within two days after September 1, 2008.

     

     

    In
      the event your employment is
      terminated by the Company without Cause (as defined below) or by you with Good
      Reason (as defined below), the Company will pay you, subject to the limitations
      set forth below, a lump sum severance payment equal to the amount of your Base
      Salary in effect on such
      termination date.  You also shallbe
      entitled to receive the
      sum of (1)your accrued but unpaid
      Base Salary
      through the date of
      such termination, plus
      (2) your accrued
      but unpaid vacation pay through
      such dateof
      termination, plus(3)
      if you are then participating in the
      Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in
      which you are terminated, which shall be calculated and paid in accordance
      with
      the Company’s normal practices at the end of such bonus year, providedthat
      you have been employed by the
      Company for at least six months of such bonus year, plus (4)
      any other compensation payments or
      benefits which have accrued and are payable
      in connection with such
      termination. In
      addition, the Company
      shallcontinue to
provide
      medical and dental
      benefits to you and your
dependents
      for a period of
      12 months following suchdate of termination at
      the same levels of
      coverage and in the same manner
as
      such benefits are availableto
you
      and your dependents immediately
      prior to such Change in Control.  Your
      right to continue medical and
      dental coverage
      under the Consolidated
      Omnibus Budget
      Reconciliation Act of 1995 (“COBRA”)
      shall beginafter the
      expiration of the one-year period
      described in the foregoing sentence.

    


    If
a
      Change in Control(as defined below) occurs
      and if your
      employment is terminated within three years after such Change in
      Controlfor any reason other
      than Cause(as
      defined below), the Company shall
      pay you, within 10 days after such termination,
      in cash or
      equivalent,a
      lump sum severance benefit equal
      to250%
      ofyour Base Salary
      in effect on such termination date
      (or if the base salary
      was greaterprior to such Change
      in
      Control, 250%
      of your Base Salary in effect
on the date immediately
      preceding such Change
      in Control), provided that, in
      the event you have
      received the “stay bonus”


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    payment
      above in the calendar year in
      which such severance benefit becomes payable, the amount of the severance
      benefit paid to you shall be reduced by the amount of such “stay
      bonus”. You
      also shallbe entitled to receive
the
      sum of (1)your accrued but unpaid
      Base Salary
      through the date of
      such termination, plus
      (2) your accrued
      but unpaid vacation pay through
      such dateof
      termination, plus(3)
      if you are then participating in the
      Company’s annual bonus plan, a pro-rated annual bonus for the bonus year in
      which you are terminated, which shall be calculated and paid in accordance
      with
      the Company’s normal practices at the end of such bonus year, providedthat
      you have been employed by the
      Company for at least six months of such bonus year, plus(4)
      any other compensation payments or
      benefits which have accrued and are payable
      in connection with such
      termination. In
      addition, the Company
      shallcontinue to
provide
      medical and dental
      benefits to you and your
dependents
      for a period of
      12 months following suchdate of termination at
      the same levels of
      coverage and in the same manner
as
      such benefits are availableto
you
      and your dependents immediately
      prior to such Change in Control.  Your
      right to continue medical and
      dental coverage
      under COBRA shall beginafter the
      expiration of the one-year period
      described in the foregoing sentence.

    


    Notwithstanding
      any terms tothe
      contrary contained in the Company’s
Stock Option Agreement and the Glenayre Long Term Incentive Plan or
      any
      successor plan, upon termination
      of your employment
      (i) for any reason other than
Cause within
      three years after a Change in Control,
      (ii) by the Company without
      Cause or
      (iii) by you for Good Reason,
all options
granted
      to you under such option plans
shall become immediately
      vested and immediately
      exercisable and shall
      remain exercisable
      for a period equal to the lesser of
      12 months following such date of
      termination or the
      remaining maximum term of the option.  Further, upon termination of
      your employment by reason of your voluntary resignation, all options granted
      to
      you by the Company pursuant to such option plans which have vested as of the
      date of such voluntary resignation shall remain exercisable for a period equal
      to the lesser of six months following such date of termination or the remaining
      maximum term of the option.

    


    Notwithstanding
      the foregoing, if any benefit or amount payable to you under this letter on
      account of your termination of employment constitutes “nonqualified deferred
      compensation” (“Deferred Compensation”) within the meaning of Section 409A of
      the Internal Revenue Code (“409A”), payment of such Deferred Compensation shall
      commence when you incur a “separation from service” within the meaning of
      Treasury Regulation Section 1.409A-1(h) (“Separation from
      Service”).  However, if you are a “specified employee” within the
      meaning of 409A at the time of your Separation from Service, any Deferred
      Compensation payable to you under this letter on account of your termination
      of
      employment shall be delayed until the first day of the seventh month following
      your Separation from Service (the “409A Suspension Period”).  Within
      14 calendar days after the end of the 409A Suspension Period, the Company shall
      pay to you a lump sum payment in cash equal to any payments (including interest
      on any such payments, at an interest rate of not less than the average prime
      interest rate, as published in the Wall Street Journal, over the 409A Suspension
      Period) that the Company would otherwise have been required to provide under
      this letter but for the imposition of the 409A Suspension
      Period.  Thereafter, you shall receive any remaining payments
      due


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    under
      this letter in accordance with its terms as if there had not been any suspension
      period beforehand.

    


    For
      purposes of this letteragreement:

    


    (1)           
      “Cause”
means
      (1) your resignation, except for
      Good Reason, from the office of Executive Vice President, Corporate Development
      of the Company; (2)
      dishonesty or fraud on the
      part of the employee which
      is intended to result in the employee’s
      substantial personal enrichment at
      the expense of the Company or its
      affiliates; (3)
      a material violation ofthe employee’sresponsibilities
      as an executive of the
      Company or its subsidiaries which
      is willful and deliberate; or
      (4)
      the conviction (after the
      exhaustion of all
      appeals) of the employeeof
      a felony involving moral turpitude or
      the entry of
      a plea of nolo contendere for such
      a felony;
provided,
      that in no event shall
“Cause”include (i) any
      personal or policy disagreement between the employeeand the Company
      or any member of the
boardof
      directors of the Companyor (ii) any action taken
      by
      theemployee in connection
      with the employee’s
      duties if the employeeacted
      in good faith and in
      a manner the employeereasonably
      believed to be in the best
      interest of the Company
      and had no reasonable cause to
      believe the employee’s
      conduct was unlawful.

    


    (2)           
      “Change
      in Control”means
      any of the following:(a)the
      acquisition, directly or indirectly
      after the date ofthis
      letter agreement, in one or
      a series of transactions, of 25% or more ofthe Company’s common stock by any
      “person”as
      that term is defined in Section
      13(d)(3) of the Securities Exchange
      Actof 1934, as amended; (b)
      the consummation of a merger,
      consolidation, share exchange
      or similar transaction of the
      Company with any other corporation,
      entity or group, as a
      result of which the holders of the voting
      capital stock of the
      Companyimmediately prior to
      such merger, consolidation, share exchange or similar transaction,as a group,would
      receive less than 50%
      of the voting capital stock of the
      surviving or resulting corporation;(c)the
      consummation of an agreement
      providing for the sale or transfer
      (other than a security for
      obligations of the Company) of substantially
      all the operating assets
      of the Company;(d) individuals
      who, as of the date
      hereof, constitute the Board (the “Incumbent Board”) cease for any reason to
      constitute at least a majority of the Board; provided, however, that any
      individual becoming a director subsequent to the date hereof whose election,
      or
      nomination for election by the Company’s stockholders, 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,
      but excluding, for this purpose, any such individual whose initial assumption
      of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board or pursuant to a negotiated settlement with any such Person to avoid
      the
      threat of any such contest or solicitation.

    


    (3)           
      “Good Reason” means the occurrence
      of any of the following events provided you (A) notify the Board in writing
      within 90 days following the initial occurrence of the events that are alleged
      to constitute good reason and specifying the events that are alleged to
      constitute good reason and (B) terminate your employment within 90 days of
      the
      date


    
      
        
        

      

      
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    of
      your notice if the Company does not
      cure said events within 30 days after the date of your notice: (i) any material
      breach by the Company of the terms of this letter agreement or any material
      diminution by the Company of your authority, duties or responsibilities with
      the
      Company as specified in the first paragraph of this letter agreement;; (ii)
      any
      relocation of your principal office to a location which is more than 25 miles
      outside of New York, New York; or (iii) any request by the Company for you
      to
      report to someone other than the Chairman of the Company’s Board of Directors,
      except where such request is specifically approved by you.  For the avoidance of
      doubt,
      the parties hereto confirm that a sale of the assets or equity of Entertainment
      Distribution Company, LLC, a wholly-owned subsidiary of the Company, shall
      constitute a sale of substantially all the operating assets, but shall not
      alone
      constitute a material diminution by the Company of your duties or
      responsibilities.

    


    


    This
      letter agreement may not be modified or amended in any way unless in a writing
      signed by each of the parties hereto.

    


    Please
      confirm the terms and conditions set forth herein by countersigning this letter
      in the space provided below.

    


    Sincerely,

    


    /s/ Clarke
      Bailey


    Clarke
      Bailey

    Chairman
      of the Board

    


    
      
        	 	 	 	 
	Accepted
                by:   	
                /s/
                  Matthew K. Behrent

              	 	
                Date:   


              	December
                27, 2007 
	 	 	
                Matthew
                  K. Behrent

              	 	 	 


      

    

    
 

     

     

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