Exhibit 10.1


 





 


December 4,
2008


 


VIA
FIRST CLASS MAIL:


 


Massoud
Safavi


3009
Amherst Avenue


University
Park, TX 75225


 


Re:                               Amendment to Employment Agreement


 


Dear Mr. Safavi:


 


You and EF Johnson
Technologies, Inc. (formerly known as EFJ, Inc.) (the “Company”) are
parties to an employment agreement dated November 15, 2007, and related
documents consisting of (i) an offer letter dated November 15, 2007
from the Company to you, and (ii) the terms contained in the two-page document
titled “SEC compliant clause re employment offer to Massoud Safavi”
(collectively, 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 or voluntary termination for
substantial changes in responsibility or compensation.  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” or
termination for “good reason” 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 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
section at the end of the “SEC compliant clause re employment offer to Massoud
Safavi”:


 


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 document, and such payment would
otherwise be paid (the “Original Payment Date”) before a


 


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


 

















 


date which is at least
six (6) months 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 to be paid in a lump sum under this Agreement shall be paid
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/ Massoud Safavi

  	
   

  	
   

  
	
  Massoud Safavi

  	
   

  	
   

  



 


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