Exhibit
10.3


 





 


December 4,
2008


 


VIA
FIRST CLASS MAIL:


 


Ms. Jana
Ahlfinger Bell


305
Falcon Court


Coppell,
TX 75019


 


Re:                               Amendment to Employment Agreement


 


Dear Ms. Bell:


 


You and EF Johnson
Technologies, Inc. (formerly known as EFJ, Inc.) (the “Company”) are
parties to an Employment Agreement dated February 1, 2005 (the “Agreement”).  The purpose of this letter is to obtain your
consent to an amendment of the Agreement, which is required in order to comply
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).


 


The Agreement provides
that, under certain circumstances, you are entitled to benefits in the event of
your involuntary termination of employment. 
In order to comply with Section 409A of the Code, the Agreement
should be amended to state that payments which are subject to the delay
requirements of Section 409A cannot be paid sooner than six months
following your termination of employment. 
There are exceptions from the 6-month delay requirements for certain
payments upon an involuntary termination as defined under Section 409A, so
long as those payments do not exceed the monetary limit, which for 2008 is
$460,000.  These exceptions should apply
to some of the payments to which you are entitled.  In addition, in order to comply with Section 409A
of the Code, the Agreement should be amended to state that such payments will
be paid on the 60th day following your termination of employment
provided that a release agreement has been executed and not revoked by that
date.


 


To this end, the
Agreement is amended, effective December 4, 2008, to add the following new
Section 21 at the end of the Agreement:


 


Section 21.           Delay in Payment of
Benefits.  If Employee
is a “specified employee,” as defined in § 1.409A-1(i) of the Final
Regulations under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and Employee is entitled to a payment under the terms of
this Agreement, and such payment would otherwise be paid (the “Original Payment
Date”) before a date which is at least six (6) months


 


EF Johnson Corporate
Headquarters 1440 Corporate Drive, Irving, TX 75038-2401 800.328.3911
972.819.0700 fax 972.819.0639 www.efji.com


 

















 


following the date of Employee’s termination of
employment that constitutes a “separation from service,” as defined in Code Section 409A
and the Final Regulations issued thereunder (“Separation from Service”), then
all or part of such payment shall be paid on the date which is six (6) months
following the date of Employee’s Separation from Service (or, if earlier, the
date of death of Employee), provided such six (6) month delay is required
for all or such part of the payment by Code Section 409A.


 


Subject to the previous paragraph, benefits shall be
paid in a lump sum payment on the 60th day following Employee’s
termination of employment provided that any release agreement provided for
hereunder has been executed and not revoked by such date.


 


Please acknowledge your
consent to the foregoing amendment to the Agreement by executing a copy of this
letter in the space provided below and returning it to me within 10 days from
the date of this letter, via facsimile (972-819-0201), with the original being
sent via regular mail.  You may also want
to consult your own independent counsel to assist you in reviewing this letter,
and we urge you to do so if you are so inclined.


 


If you
have any questions or if you need additional information, please do not
hesitate to contact me.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  EF Johnson Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael
  E. Jalbert

  
	
   

  	
   

  	
    Michael E.
  Jalbert

  
	
   

  	
   

  	
    Chairman
  and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED BY

  	
   

  
	
  EXECUTIVE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ Jana Ahlfinger Bell

  	
   

  	
   

  
	
  Jana Ahlfinger Bell

  	
   

  
				



 


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