Exhibit 10.4





 


December 4,
2008


 


VIA
FIRST CLASS MAIL:


 


Ms. Elaine Flud
Rodriguez


11469 Cromwell Court


Dallas, Texas 75229


 


Re:                               Amendment to Employment Agreement


 


Dear Ms. Rodriguez:


 


You and EF Johnson
Technologies, Inc. (formerly known as EFJ, Inc.) (the “Company”) are
parties to an Employment Agreement dated March 17, 2008 (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” 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, if not most, 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


 


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


 

















 


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 cash shall be paid or commence 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 Sandi
Knight at 972-819-2368.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  EF Johnson Technologies, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael E.
  Jalbert

  
	
   

  	
   

  	
    Michael
  E. Jalbert

  
	
   

  	
   

  	
    Chairman
  and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED BY

  	
   

  
	
  EXECUTIVE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Elaine Flud
  Rodriguez

  	
   

  	
   

  
	
  Elaine Flud Rodriguez

  	
   

  
				



 


2