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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

Amendment No. 1

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number: 000-21681

EF Johnson Technologies, Inc.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

47-0801192(I.R.S. Employee
Identification No.)


1440 CORPORATE DRIVE
IRVING, TEXAS 75038(Address of principal executive offices) (Zip Code)

(972) 819-0700(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per share

Name of Each Exchange on Which Registered: The Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None(Title of Class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

On April 1, 2010, 26,490,551 shares of EF Johnson Technologies, Inc. common stock were outstanding.

As
of June 30, 2009, based on the closing sales price as quoted by the NASDAQ, 26,107,145 shares of Common Stock, having an aggregate market value of approximately $16,447,501
were held by non-affiliates. For purposes of the above statement only, all directors and executive officers of the registrant are assumed to be affiliates.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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EF JOHNSON TECHNOLOGIES, INC.
FORM 10-K/A
(Amendment No. 1)

TABLE OF CONTENTS



PageExplanatory Note


1PART IIIItem 10.

Directors, Executive Officers and Corporate Governance


2Item 11.

Executive Compensation


11Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


31Item 13.

Certain Relationships and Related Transactions, and Director Independence


33Item 14.

Principal Accounting Fees and Services


33PART IVItem 15.

Exhibits, Financial Statement Schedules


34Signatures


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EXPLANATORY NOTE

EF Johnson Technologies, Inc. (the "Company" or "EFJohnson") hereby amends and restates in its entirety each of the following
items of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the "Original Form 10-K") filed with the Securities and
Exchange Commission (the "SEC") on March 31, 2010.

This
Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K filed on March 31, 2010, does not reflect any events occurring
after the filing of the Original Form 10-K, and does not modify or update the disclosures therein in any way other than as required to reflect the amendment described above and set
forth below. Terms used but not defined herein have the meanings given to them in the Original Form 10-K.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

BOARD OF DIRECTORS

The following table sets forth the members of the Board of Directors of the Company, their ages as of April 1, 2010, and the
year in which each first became a director.

Directors

Age

Director
SinceMichael E. Jalbert (Chairman of the Board, Chief Executive Officer and President)


65


1999Bernard C. Bailey


56


2009Robert L. Barnett


69


2008Edward H. Bersoff


67


1999Veronica A. Haggart


60


2003Thomas R. Thomsen


74


1995


The
following includes a brief biography of each director with terms expiring as shown. Each biography includes information regarding the specific experience, qualifications, attributes
or skills that led the governance and Nominating Committee and or Board of Directors to determine that the applicable director should serve as a member of our Board of Directors as the date of this
report.

Class II Directors Continuing in Office Until our 2010 Annual Meeting of Stockholders

Veronica A. Haggarthas served as a Director since June 2003. Since 2003, she has been
engaged in consulting work through her own consulting firm, Veronica A. Haggart, LLC. From September 2004 to July 2008, she served as Vice President, Business Development for Discovery
Mining, Inc. From April 2002 to November 2003, Ms. Haggart was Vice President, Strategic Relations for XtremeSpectrum. XtremeSpectrum was acquired by Motorola's Semiconductor
Products Sector, now Freescale Semiconductor, Inc. From October 1984 to May 2001, Ms. Haggart was employed by Motorola, Inc. in various positions including Corporate Vice
President and Director of Motorola Ventures, Eastern Region and Corporate Vice President and Director of Government Relations globally. She was appointed by the President and confirmed by the U.S.
Senate as a Commissioner of the U.S. International Trade Commission where she served from 1982 to 1984. From 2001 to October 2007, Ms. Haggart served as a Director of the University of Nebraska
Foundation. Ms. Haggart brings many years of experience and expertise in government relations, legal, regulatory, international trade and market access issues relating to the wireless industry.
Ms. Haggart is the Chair of the Governance and Nominating Committee.

Thomas R. Thomsenhas served as a Director since July 1995. Between August 1995 and November 1999, Mr. Thomsen served as
Chairman of the Board of Directors and Chief Executive Officer of Lithium Technology Corporation ("LTC"), a public company that manufactures rechargeable batteries. Mr. Thomsen had served as a
Director of LTC since February 1995. In January 1990, Mr. Thomsen retired as President of AT&T Technologies, after holding numerous senior management positions. Mr. Thomsen also served
as in board directorships for Sandia Corporation, Western Electric (Lucent Technologies), AT&T Credit Corp. and Olivetti Inc. Mr. Thomsen currently serves as a Director of PECO
II, Inc. and on the executive committee of the University of Nebraska Technology Park. Mr. Thomsen is a Licensed Professional Engineer, and holds a B.S. in Mechanical Engineering from
the University of Nebraska, and a Masters Degree from the MIT Sloan School. Mr. Thomsen brings many years of experience and expertise in the management, operations and strategic planning of

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technologies
companies. Also, as the longest serving member of our Board, Mr. Thomsen brings a detailed knowledge of our business. Mr. Thomsen is the Chairman of the Compensation
Committee.

Class III Directors Continuing in Office Until our 2011 Annual Meeting of Stockholders

Robert L. Barnetthas served as a Director since March 7, 2008, and as interim
lead independent director since January 8, 2010. Mr. Barnett served as Executive Vice President of Motorola from 2003 to 2005. Prior to that, he served as President and Chief Executive
Officer of the commercial, government and industrial solutions sector of Motorola, Inc. from 1995 to 2003. Mr. Barnett has served on the board of directors of the Central Vermont Public
Service Corporation since 1996, where he chairs the compensation committee and serves on the governance committee. He has served on the board of directors of USG Corp. since 1990, where he chairs the
audit committee and serves on the governance committee. He has served on the board of directors of Johnson Controls, Inc. since 1986, where he chairs the governance committee and serves on the
audit and executive committees. Mr. Barnett has a Professional Director Certification, earned through an extended series of director education programs sponsored by the Corporate Directors
Group, an accredited organization of Risk Metrics ISS. He is a Licensed Professional Engineer, and a Senior Baldrige Examiner. Mr. Barnett brings to the Board significant experience and
expertise in the management, operations and strategic planning of companies in our industry. Mr. Barnett is Chairman of the Strategy and Corporate Development Committee.

Michael E. Jalberthas served as President, Chief Executive Officer and a Director since March 1, 1999, and was elected Chairman of
the Board on March 25, 1999. Prior to joining us, Mr. Jalbert served as President and Chief Executive Officer of Microdyne Corp., a listed company, from March 1997 to February 1999. From
1995 to 1997, Mr. Jalbert served as President and Chief Executive Officer of IDB Communications. From 1992 to 1995, Mr. Jalbert was President of the CSD division of Diversey Corporation.
Mr. Jalbert joined the Diversey Corporation from West Chemical Corporation, where he was President and Chief Operating Officer from 1987 to 1992. Mr. Jalbert has an Advanced Professional
Director Certification, earned through an extended series of director education programs sponsored by the Corporate Directors Group, an accredited organization of Risk Metrics ISS. As our Chief
Executive Officer, Mr. Jalbert is responsible for, and has detailed knowledge and expertise in, the business and strategy of our Company. He also brings to the Board many years of operating and
managerial expertise. Mr. Jalbert is the Chairman of the Executive Committee.

Class I Directors Continuing in Office Until our 2012 Annual Meeting of Stockholders

Bernard C. Baileyhas served as a Director since May 27, 2009. He is the
founder, President and CEO of Paraquis Solutions LLC, a privately held consulting and IT services firm. Prior to founding Paraquis, Mr. Bailey was president and CEO of Viisage
Technology, Inc. (later renamed L1 Identity Solutions) (NYSE: ID), a leading provider of advanced technology identity solutions from August 2002 to September 2006. From January 2001 to August
2002, Mr. Bailey served in various executive roles, including COO at Art Technology Group (NASDAQ: ARTG), a leading provider of e-commerce software. From 1984 to 2001
Mr. Bailey held a variety of finance, sales, marketing, and operations positions at IBM. Mr. Bailey serves as Chairman of the Board of Lasercard Corporation (NASDAQ: LCRD); director of
Spectrum Control, Inc. (NASDAQ: SPEC); and director for Telos Corporation, a Virginia based defense contractor. Mr. Bailey served as a director of Point Blank Solutions, Inc.
(NASDAQ: PBSO.PK) from August 19, 2008 to June 3, 2009. Mr. Bailey served on active duty for eight years as an officer in the US Navy, eventually retiring as a Captain from the US
Naval Reserve. He has an undergraduate degree from the United State Naval Academy, a Masters Degree in Engineering from the University of CaliforniaBerkeley, a Masters Degree in Systems
Management from the University of Southern California and an MBA in Finance from George Washington University. Mr. Bailey has an Advanced Professional Director Certification, earned through an

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extended
series of director education programs sponsored by the Corporate Directors Group. Mr. Bailey brings to the Board many years of experience and expertise in the management, operations,
finance and strategic planning of technology companies.

Edward H. Bersoffhas served as a Director since June 1999. Dr. Bersoff is Chairman, President and CEO of ATS Corporation (ATSC), a
publicly traded company listed on the American Stock Exchange and located in McLean, Virginia. Dr. Bersoff previously served as Vice-Chairman of Federal Services Acquisition
Corporation which was renamed ATSC in January 2007. Since January 2003, Dr. Bersoff has served as Chairman and Sole Member of Greenwich Associates, a business advisory firm located in Northern
Virginia. Dr. Bersoff served as Chairman, CEO and President of BTG, Inc., a publicly traded information technology firm, from 1982 when he founded the company until it was sold to Titan
Corporation in 2001. Dr. Bersoff served as a director of Titan from February 2002 until August 2005, when Titan was sold to L-3 Corporation. Dr. Bersoff also serves as the
lead independent Director of ICF International, Inc. (NASDAQ: ICFI), a management, technology and policy consulting firm in the areas of defense, homeland security, energy, environment, social
programs and transportation, servicing federal governmental agencies and the commercial sector. Dr. Bersoff is a member of the Board of Visitors of Virginia Commonwealth University and a
trustee of the VCU Health System. Dr. Bersoff holds A.B., M.S. and Ph.D. degrees in mathematics from New York University and is a graduate of the Harvard Business School's Owner/President
Management Program. Dr. Bersoff brings significant expertise in accounting and financial matters and in analyzing and evaluating financial statements, as well as substantial experience in
management, operations and strategic planning of technology companies. As Chair of our Audit Committee for several years, Dr. Bersoff has detailed knowledge of our finances and financial
statements.

EXECUTIVE OFFICERS

The following is a list of the names, ages and current positions and offices with the Company held by each such person of all the
executive officers of the Company as of April 1, 2010, followed by biographical information of each executive officer, including all positions and offices with the Company held by each such
person and such person's principal occupation or employment during the past five years. The executive officers of the Company are elected each year by the Board of Directors at its first meeting
following the Annual Meeting of Stockholders to serve a one-year term and until their respective successors are elected and qualified. There are no family relationships between any of our
Directors or officers.

Name

Age

Current Positions and OfficesMichael E. Jalbert


65

Chairman of the Board; Director; Chief Executive Officer and PresidentJana Ahlfinger Bell


46

Executive Vice President and Chief Financial OfficerJames S. Hoover


51

Vice President and Corporate ControllerElaine Flud Rodriguez


53

Senior Vice President and General Counsel


Biographical
information for Mr. Jalbert is included above under "Board of Directors."

Jana Ahlfinger Bellwas appointed Chief Financial Officer effective March 2005. Prior to joining us, Ms. Bell served as President
and CEO of Simple Products Inc., from January 2003 until February 2005. Ms. Bell served as Chief Executive Officer, President and a Director of @TRACK Communications, Inc., a
NASDAQ listed company, from September of 1998 until September of 2002. From June of 1998 until September of 1998, Ms. Bell served as Executive Vice President and Chief Financial Officer of
@TRACK. From March 1992 to June 1998, Ms. Bell was employed in a variety of capacities by AT&T Wireless Services and by its predecessors, including serving as Vice President and

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Chief
Financial Officer for the Southwest region. Ms. Bell practiced public accounting for Ernst & Young LLP, last serving as an audit manager and is a Certified Public
Accountant.

James S. Hooverjoined the Company in August 2006 as the chief financial officer of its subsidiary, E.F. Johnson Company. In December 2006
he was named Vice President Corporate Controller of EF Johnson Technologies, Inc. Prior to joining the Company, Mr. Hoover served NEC Unified Solutions, Inc. and various NEC
America subsidiaries from April 1991 to October 2005, holding positions of chief financial officer and vice president corporate controller. From 1987 to 1991, Mr. Hoover was the Corporate
Controller of Derby Cycle Corporation Inc., a U.K. owned, USA based bicycle manufacturer and distributor. From 1985 to 1987 he was an Accounting Manager for CHIAT/DAY, INC. ADVERTISING,
High Profile Advertising Agency. From 1982 to 1985, Mr. Hoover provided audit and tax services to public and private clients while with Grant Thornton LLP and Laventhol & Horwath.
Mr. Hoover is a California Certified Public Accountant.

Elaine Flud Rodriguezhas served as Senior Vice President and General Counsel since March 17, 2008, and was appointed Secretary on
March 19, 2008. Prior to joining the Company, Ms. Rodriguez served as Senior Vice President, General Counsel and Secretary of CLST Holdings, Inc. (formerly known as CellStar
Corporation) from 1993 until May 2007, when she resigned as an officer of the company in conjunction with the sale of substantially all of the company's assets. While Ms. Rodriguez resigned
from her positions as Senior Vice President, General Counsel, and Secretary of CLST Holdings and terminated her employment agreement, she remained employed by CLST Holdings, Inc. as an
at-will employee without an employment agreement until her resignation in August 2007. From August 2007 until joining the Company, Ms. Rodriguez was engaged in the private practice
of law. From October 1991 to August 1993, she was General Counsel and Secretary of Zoecon Corporation, a pesticide manufacturer and distributor owned by Sandoz Ltd. Prior thereto, she was
engaged in the private practice of law with Atlas & Hall and Akin, Gump, Strauss, Hauer & Feld. Ms. Rodriguez is licensed to practice law in the states of Texas and Louisiana.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and officers to file periodic reports with the
Securities and Exchange Commission. These reports show the Directors' and officers' ownership, and the changes in ownership of our Common Stock and other equity securities. To our knowledge, based
solely on review of copies of such reports furnished to us, we believe that for the fiscal year ended December 31, 2009, all Section 16(a) filing requirements applicable to our
Directors, executive officers and greater than 10% beneficial owners were complied with by such persons, except (i) Edward H. Bersoff, Veronica A. Haggart, Michael E. Jalbert, Mark S. Newman,
Thomas R. Thomsen and Winston J. Wade who each filed late Forms 4 with respect to the forfeiture on December 31, 2008 of shares of restricted stock originally awarded on
November 15, 2005 pursuant to the EFJ, Inc. 2005 Omnibus Incentive Compensation Plan (the "2005 Plan") due to the Company's failure to achieve the required performance based metrics, and
(ii) Messrs. Newman and Wade who each filed late Forms 4 with respect to the forfeiture on June 5, 2009 and May 27, 2009, respectively, of shares of restricted stock
originally awarded July 30, 2008 pursuant to the 2005 Plan due to their resignations from the Board of Directors effective June 5, 2009 and May 27, 2009, respectively.

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Code of Ethics

The Company has aCode of Business Conduct and Ethics, which is applicable to all
employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. TheCode of Business Conduct and
Ethicsis available on the Company's website (www.efjohnsontechnologies.com). The Company intends to post amendments to or
waivers from its Code of Business Conduct and Ethics (to the extent applicable to the Company's Chief Executive Officer, principal financial officer or principal accounting officer) at this location
on its website.

GOVERNANCE OF THE COMPANY

Corporate Governance Guidelines

The Board oversees our business affairs and monitors the performance of management. The Governance and Nominating Committee of the
Board has adopted corporate governance guidelines titled "Corporate Governance and Nominating Committee Principles" ("Principles of Corporate Governance"), which are available at www.efjohnsontechnologies.comby first clicking "Investor Relations" and then "Corporate Governance." A copy of the Principles of Corporate Governance
is also available in print to any stockholder who requests it. These principles were adopted by the Governance and Nominating Committee to best ensure that the Board is independent from management,
that the Board adequately performs its function as the overseer of management and that the interests of the Board and management align with the interests of the stockholders.

The Board of Directors

We currently have six members of the Board. The Board met 19 times and acted by unanimous written consent three (3) times during
2009. Each Director attended at least 86% of the total number of Board and committee meetings, of which they were a member, held in 2009. Members of the Board are encouraged to attend our annual
meetings of stockholders, and all of our Board members attended the 2009 annual meeting of stockholders.



The Board has an Executive Committee, an Audit Committee, a Compensation Committee, a Strategy and Corporate Development Committee, and
a Governance and Nominating Committee. Each committee is comprised of the following members:

Audit

Compensation

Governance and
Nominating

Executive

Strategy and
Corporate
DevelopmentBernard C. Bailey

ü



ü



üRobert L. Barnett

ü

ü



ü

ü*Edward H. Bersoff

ü*

ü



ü

üVeronica A. Haggart



ü

ü*

üMichael E. Jalbert







ü*

üThomas R. Thomsen



ü*

ü

ü


*Chair
of CommitteeüCommittee
Member


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The Audit Committee's primary purpose is to assist the Board of Directors' oversight of: (a) the integrity of our financial
statements; (b) our compliance with legal and regulatory requirements; (c) the independent auditor's qualifications; and (d) the performance of our internal audit function and
independent auditors. The Audit Committee has sole authority to appoint and terminate our independent auditors. To promote the independence of its audit, the Audit Committee consults separately and
jointly with the independent auditors, the internal auditors and management. As required by NASDAQ and SEC rules regarding audit committees, the Board of Directors has reviewed the qualifications of
its Audit Committee and has determined that each of the members of the Audit Committee is independent and does not have a relationship with us that might interfere with the exercise of their
independence from us or our management, as independence is defined in the listing standards for the NASDAQ. Our Board of Directors has also determined that Dr. Bersoff qualifies as an "audit
committee financial expert" as described in Item 401(h) of Regulation S-K. In making this determination, our Board of Directors considered the overall knowledge, experience
and familiarity of Dr. Bersoff with accounting matters, and in analyzing and evaluating financial statements. The Audit Committee met eleven (11) times during 2009. The Charter of the
Audit Committee is available on our website atwww.efjohnsontechnologies.com/about/board/audit.



The functions performed by the Compensation Committee include reviewing and establishing overall management compensation, administering
our long-term incentive plans, including the 2005 Omnibus Incentive Compensation Plan (the "2005 Plan"), reviewing and approving our corporate goals relating to structuring, and approving
the compensation for our named executive officers. Our Board of Directors has determined that each current member of the Compensation Committee is independent, as independence is defined in the
listing standards for the NASDAQ. The Compensation Committee met five (5) times during 2009. The Charter of the Compensation Committee is available on our website at www.efjohnsontechnologies.com/about/board/compensation.



The Governance and Nominating Committee identifies and recommends to the Board the selection of director nominees for each annual
meeting of stockholders or for any vacancies on the Board. The Governance and Nominating Committee also considers candidates for Director who are properly nominated by stockholders in accordance with
our bylaws. Any stockholder wishing to propose a nominee should submit a recommendation in writing to our Secretary at the principal executive office, indicating the nominee's qualifications and other
relevant biographical information, confirmation of the nominee's consent to serve as a Director, and all other information required by our bylaws for the nomination of Director candidates. This
committee also investigates and makes recommendations to the Board with regard to all matters of corporate governance, including the structure, operation and evaluation of the Board and its
committees. Our Board of Directors has determined that each member of the Governance and Nominating Committee is independent, as independence is defined in the listing standards for the NASDAQ. The
Governance and Nominating Committee met two (2) times in 2009. The Charter of the Governance and Nominating Committee is available on our website at www.efjohnsontechnologies.com/about/board/governance.



The Strategy and Corporate Development Committee (formerly known as the M&A, Strategy and Corporate Development Committee) is appointed
to review and assess, and assist the Board in reviewing and assessing potential acquisitions, strategic investments and divestitures. The Strategy and Corporate Development Committee also oversees
management and the Board's due diligence process

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with
respect to proposed acquisitions, investment and divestitures. The Strategy and Corporate Development Committee met three (3) times during 2009.



The Executive Committee may exercise the powers of the Board, other than approving or proposing to stockholders action required to be
approved by the stockholders, filling vacancies on the Board or any of its committees, amending the Certificate of Incorporation without stockholder approval, adopting, amending or repealing bylaws,
or approving certain plans of merger or
consolidation. The Committee consists of the chairs of the Audit, Compensation, Governance and Nominating, and Strategy and Corporate Development Committees. The Executive Committee did not meet in
2009.

Executive Sessions of the Board of Directors

The independent Directors generally meet in executive session at every regularly scheduled Board of Directors' meeting. Independent
Directors include all Directors who are independent as determined by the Board of Directors, and consist of all current Directors except Mr. Jalbert. Ms. Haggart, as Chairman of the
Governance and Nominating Committee, presided at these meetings during 2009. Beginning in January 2010, the Board named Mr. Barnett as interim lead independent director. As such,
Mr. Barnett presides at these executive sessions.

Independence of Directors

NASDAQ's rules and regulations require that a majority of the Board of Directors qualify as "independent" directors, as defined
therein. On an annual basis, each Director and executive officer is obligated to complete a Director and Officer Questionnaire which requires, among other items, disclosure of any transactions with
the Company in which the Director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. The Governance and Nominating Committee reviews the
independence of the Directors, considering any transaction between each Director or any member of his or her family and the Company, and has determined that all of the current Directors are
independent, within the meaning of the applicable NASDAQ listing standards, except for Mr. Jalbert. Mr. Jalbert is not independent due to his employment with the Company.

Communications with Directors

The Governance and Nominating Committee has approved and implemented procedures for stockholders and other interested persons to send
communications to individual Directors or the non-employee Directors as a group. Stockholders may communicate with the Company's Board of Directors through the Company's Secretary by
sending an e-mail toerodriguez@efji.com, or by writing to the following address: Board of Directors, c/o Secretary, EF Johnson
Technologies, Inc., 1440 Corporate Drive, Irving, Texas 75038. The Company's Secretary shall forward all correspondence to the Board of Directors, except for spam, junk mail, mass
mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements,
or patently offensive or otherwise inappropriate material. The Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and appropriate
disposition. Stockholders and other parties interested in communicating directly with the independent Directors as a group may do so by addressing their correspondence to the independent Directors at
the foregoing address. Directors may at any time review a log maintained by the Secretary of all correspondence received by the Company that is addressed to members of the Board, and request copies of
any such correspondence. Concerns relating to accounting, internal controls or auditing matters shall be immediately brought to the attention of the Company's Audit Committee.

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Compensation Committee Interlocks and Insider Participation

During 2009, the members of the Company's Compensation Committee were Messrs. Thomsen and Barnett, Dr. Bersoff and
Ms. Haggart. Each of them is independent, and none of them was, at any time during 2009 or at any other time, an officer or employee of the Company. During fiscal 2009, none of the Company's
executive officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officers served on the Company's Compensation Committee or Board.

Director Selection Criteria

The Governance and Nominating Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and
characteristics of new Board members, as well as the composition of the Board as a whole. The Governance and Nominating Committee considers candidates for Board membership suggested by its members and
other Board members, as well as management and stockholders. A stockholder who wishes to recommend a prospective nominee for the Board should notify the Company's Secretary or any member of the
Governance and Nominating Committee in writing with whatever supporting material the stockholder considers appropriate.

Once
the Governance and Nominating Committee has identified a prospective nominee, the Committee makes an initial determination as to whether to conduct an evaluation of the candidate.
This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee's own knowledge of the
prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.

In
conducting its evaluation of candidates and continuing directors, the Committee assesses each individual in the context of the Board as a whole, with the goal of assembling a diverse
board that has the ability to represent stockholder interests through the exercise of sound judgment. The Committee considers such relevant factors, as it deems appropriate, including the current
composition of the Board, the balance of management and independent directors, acumen, character, diversity, age, skills and experience in the context of the needs of the Board. In addition, although
no single criteria is determinative in its selection process, the Committee has expressed a preference for candidates physically located in Texas, and, in light of the diverse composition of the
Company's workforce today, candidates of diverse ethnic and gender backgrounds. In selecting the nominee, the Committee will endeavor to collectively establish a number of areas of core competency of
the Board, including business judgment, management, economics, accounting and finance, legal, marketing, industry and technology knowledge, international business and strategic vision. In connection
with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Committee and others as appropriate, interview prospective
nominees in person or by telephone. After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and
the Board determines the nominees after considering the recommendation and report of the Committee.

All
Board members are expected to possess certain personal characteristics necessary to creating a functional board: high personal and professional ethics, integrity and values;
practical wisdom and mature judgment; an inquisitive and objective perspective; professional experience at a policy-making level in business; time availability for in-person participation
at board and committee meetings; and a commitment to representing the long-term interests of our stockholders. These professional competencies may include senior management operational
experience, accounting and finance capabilities, deep industry-related experience, technological development and manufacturing expertise, business development leadership, and government and public
policy experience. Each of our directors

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brings
unique perspectives and experiences to the Board of Directors, and contributes in guiding and directing our strategies to meet our business objectives and to provide value to our stockholders.

Independence
also is an important selection criterion for nomination to our Board. Independent directors should be free of any relationship with us, our management, other directors or
other parties that may impair, or appear to impair, the director's ability to make independent judgments. Additionally, all board members are expected to act in our best interest and the best
interests of our stockholders and to avoid any conflicts of interest in accordance with our Code of Business Conduct. In selecting director nominees, the Governance and Nominating Committee seeks
individuals who are free from conflicts of interest.

Finally,
candidates should be enthusiastic and excited about their service on our Board and working collaboratively with existing board members to create value for all of our
stockholders.

Director Nominations

No material changes have been made to the procedures by which security holders may recommend nominees to our Board of Directors.

Board Leadership Structure

Our Chairman and Chief Executive Officer roles have been combined and held by Mr. Jalbert since 1999. Our Board has determined
that balancing the combined role of Chairman and Chief Executive Officer is the most appropriate leadership structure for our Company at this time. In particular, the breadth of our Board's industry
experience, the Board's relatively small size and the long-standing history of many of our directors with us necessitates a coherent and tight leadership structure. The combined Chairman
and chief Executive Officer role provides the optimum avenue for promoting accountability among senior management and directors and at the same time helps to align the strategy and goals of the Board
with management. The Board's leadership structure additionally fosters efficient decision-making critical to the success of our operations.

In
January 2010, the Board created an interim lead independent director position in order to provide a bridge between our independent directors and management. The Board named
Mr. Barnett as interim lead independent director. We believe this structure facilitates coordination and communication among the independent directors. The interim lead independent director
presides over all executive sessions of non-management members of the board or other meetings of the Board in the absence of the Chairman. The interim lead independent director may also
synthesize any issues raised in the executive sessions and coordinate with and communicate such issues to management.

The
Board recognized the importance of regularly evaluating our particular circumstances to determine if our leadership structure continues to serve the best interests of us and our
stockholders. The Governance and Nominating Committee may reassess the appropriateness of the existing leadership structure at any time, including following changes in management, in board composition
or in the scope or complexity of the Company's operations or other issues facing the Company.

Board Role in Risk Oversight

The Board of Directors takes an active role in overseeing management of the Company's risk through its review of risks associated with
our operations and strategic initiatives, and through each of the Board committees. Our Audit, Compensation and Governance and Nominating Committees are comprised solely of independent directors and
have responsibility for the review of certain risks as defined in their governing documents. The Audit Committee reviews and discusses with management our major financial risks and the steps
management is taking to monitor and control such exposures, including any risk assessment or risk management policies. The Audit Committee receives regular

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reports
regarding enterprise risk from our internal auditors and independent accountants and informs the Board of Directors of such matters through regular committee reports. In addition to receiving
regular reports from the Audit Committee concerning our enterprise risk, the Board of Directors also reviews information concerning other risks as a regular agenda item at each Board meeting, as well
as through regular reports of its other committees, including compensation-related risk from the Compensation Committee and governance-related risk from the Governance and Nominating Committee.

Item 11.    Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

General Philosophy

The Compensation Committee of the Board has responsibility for establishing, implementing and continually monitoring adherence to the
Company's compensation philosophy. The Compensation Committee ensures that total compensation paid to the named executive officers is fair, reasonable and competitive.

Throughout
this proxy statement, the individuals who served as the Company's Chief Executive Officer and Chief Financial Officer during fiscal 2009, as well as the other individuals
included in the "Summary Compensation Table" on page 17, are referred to as the "named executive officers."

We
compensate our named executive officers through a mix of base salary, bonus and equity compensation designed to be competitive with comparable employers and to align management's
incentives with the short-term and long-term interests of our stockholders. Our compensation setting process consists of establishing targeted overall compensation for each
named executive officer and then allocating that compensation among base salary and incentive compensation. The allocation is based on a combination of market considerations, the Company's financial
performance and individual job performance. We then allocate a portion of the incentive compensation between the achievement of personal performance goals specific to the named executive officer and
the achievement of company-wide performance goals. Although portions of our compensation program are performance based, we do not believe that our compensation policies and practices for
our employees are reasonably likely to have a material adverse effect on the Company.

Role of Executive Officers in Compensation Decisions

The Compensation Committee meets annually with the Chief Executive Officer to review the performance of the Company's other named
executive officers. This meeting includes an in-depth review of the performance of each named executive officer. The Chief Executive Officer and the Human Resources Department assist the
Compensation Committee in reviewing the performance of the other named executive officers, reviewing the relevant market compensation data and by making compensation recommendations based on these
reviews to the Compensation Committee. The Compensation Committee then determines the compensation for the named executive officers, including exercising its discretion in modifying any
recommendation. The Compensation Committee approves all compensation decisions for named executive officers.

Certain
members of the executive management team and other employees regularly attend portions of Compensation Committee meetings in order to provide information and recommendations to
the
Committee as requested, although the Committee meets in executive session with only Compensation Committee members present when it deems appropriate.

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Targeted Overall Compensation

Based on the foregoing objectives, the Compensation Committee has structured the Company's short-term and
long-term incentive-based cash and non-cash compensation to motivate the named executive officers to achieve the business goals set by the Company and reward the named
executive officers for achieving such goals. In prior years, the Committee has engaged Pearl Meyer & Partners, division of Clark Consulting ("Pearl Meyer"), a nationally recognized consulting
firm, to provide specific information and recommendations for its compensation programs. The Compensation Committee did not retain a compensation consultant to advise it in connection with its
determination of the compensation paid to the named executive officers in 2009, since there were no material changes in the compensation program from prior years. Instead, the Committee elected to use
generally available data for 2009, including information from publicly available compensation presentations and publications.

In
making compensation decisions, the Compensation Committee compares each element of total compensation against a peer group of publicly-traded technology based companies (collectively,
the "Compensation Peer Group"). The Compensation Peer Group historically consists of eight to twelve companies with customers, technologies and annual revenues comparable to the Company's. The
companies which comprise the Compensation Peer Group include companies that generally recruit individuals to fill senior management positions who are similar in skills and background to those we
recruit. Studies such as this cover in detail only those individuals for whom compensation information and job responsibilities are disclosed publicly. As a result, these studies typically include
only the five most highly compensated officers at each company. Generally, this correlates to our Chief Executive Officer and the individuals who are presidents, executive vice presidents, senior vice
presidents or the equivalent of the Company. In small companies, the loss of a senior executive can be particularly harmful. Therefore, in an effort to avoid informing the Peer Group companies where
to look for staff we believe could be effective in their organizations, we choose not to identify the Peer Group companies by name

The
Peer Group data is used to provide an indication of market pay practices and to effectively provide data for subjective review and confirmation of the reasonableness of the
compensation paid to the named executive officers. The Peer Group data also provides the Committee with valid information concerning market pay practices with respect to the pay mix among base salary,
annual bonus and long-term incentives.

In
the case of our Chief Executive Officer, we use the median of the Peer Group for base salary guidelines and the 75th percentile point for total compensation when
all incentive goals are met. We also consider total shareholder returns for the past one and three years, along with: (a) the performance of the Company over the eleven (11) years during
which our Chief Executive Officer has held his position; and (b) the anticipated level of difficulty of replacing the Chief Executive Officer with someone of comparable experience and skill.

As
to the named executive officers, other than the Chief Executive Officer, the Human Resources Department gathers relevant market data and alternatives from the Peer Group and other
sources. Such data is considered when making compensation decisions for the named executive officers. After consulting with and obtaining the approval of the Chief Executive Officer, the Human
Resources Department makes a recommendation to the Compensation Committee for the short-term and long-term incentive-based cash and non-cash compensation for named
executive officers. The Compensation Committee considers the recommendation, making such modifications to the recommendation as it deems appropriate, and then determines the compensation for the named
executive officers.

Based
upon this analysis, the Compensation Committee approves the targeted overall compensation of our named executive officers as compared to the compensation paid to similar

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executives
of companies in the technology sector. Variations to this targeted overall compensation may occur based on the experience level of the individual, market factors, Company financial results
and individual goal attainment. Additional factors, such as specific job responsibilities, company size and geographic location, are considered to ensure an appropriate match.

The
Compensation Committee reviews information provided by the Chief Executive Officer and the Human Resources Department to determine the appropriate level and mix of incentive
compensation taking into consideration past practice, the Company's Management Incentive Program ("MIP") and similar industry practices. Income from such incentive compensation is realized as a result
of the performance of the Company or the individual, depending on the type of award, compared to established goals. Generally, 25% to 50% of the incentive compensation is tied to the achievement of
personal performance goals and 50% to 75% is tied to the achievement of company-wide performance goals.

2009 Executive Compensation

For year ended December 31, 2009, the principal components of compensation for our named executive officers
were:



Base Salaries.We want to provide our named executive officers with a level of assured cash
compensation in the form of base salary that is competitive with the general marketplace. As such, base salary ranges for named executive officers are determined for each named executive officer based
on his or her position and responsibility by using market data. During our review of base salaries for named executive officers, we primarily consider the market data provided from our research and by
our outside consultants, internal review of the executive's compensation, both individually and relative to other officers, and the individual performance of the executive.

Salary
levels are typically considered annually by the Compensation Committee as part of the performance review process as well as upon initial employment, or a promotion or other change
in job responsibility. Merit increases to salaries of the named executive officers are based on the assessment of the individual's performance. The Compensation Committee reviewed the salaries for
Mr. Jalbert and the other named executive officers in February of 2009 and determined that no increases were appropriate at that time.

Performance Based Cash Incentive.The Company maintains the Management Incentive Program ("MIP"). Under the MIP, specific performance
goals are
established annually and approved by the Compensation Committee for a threshold and target level of performance. The MIP provides for an annual cash incentive potential payout of an amount equal to
between 0% and 120% of an individual's base salary as approved by the Compensation Committee. Under the MIP, our practice is to award annual cash incentive bonuses based upon the achievement of:
(i) personal performance goals unique to the named executive officer; and (ii) company-wide performance goals. The targets for company-wide performance generally
relate to the Company earnings before interest, taxes, depreciation and amortization ("EBITDA") and revenues, and reflect the Company's confidential strategic plans. For competitive reasons, these
targets are not disclosed. For the named executive officers, 25% to 50% of the cash incentive payout is tied to the achievement of the personal performance goals and 50% to 75% is tied to the
achievement of company-wide performance goals.

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The
performance goals for the named executive officers are typically established at the beginning of each calendar year.

The
MIP also provides for a partial payout in an amount equal to 50% of the maximum potential payout in the event the threshold level of performance is achieved, but the performance
target was not met. Although financial performance goals are typically the primary consideration in determining cash bonuses, from time-to-time we have used and will use other
objectives as well. The personal goals vary for each named executive officer depending on the particular function he or she performs within the Company and reflect the functional performance required
to meet the Company's business strategies and financial targets. For 2009, the maximum cash potential payout, as percentage of base salary, for each named executive officer was as follows:

Named Executive Officer

Percentage of
Base SalaryMichael E. Jalbert


120
%Massoud Safavi


80
%Jana Ahlfinger Bell


50
%Elaine Flud Rodriguez


50
%James S. Hoover


30
%


For
2009, the company-wide performance goals for our named executive officers were based on the achievement of goals related to revenue, and EBITDA. Individual goals of the
named executive officers included such measures as inventory management, quality/warranty costs, new product introductions, cash management and cost reduction. We selected these goals because of their
believed direct correlation with the interests of our stockholders. In 2009, neither the target nor the threshold levels of performance for revenue, EBITDA and inventory management were achieved. As a
result, no performance based cash incentives were paid to the named executive officers for 2009 performance.

Long-Term Incentive Equity Compensation.We believe that equity ownership and equity awards encourage management to take actions
favorable to the medium and long-term interests of the Company and its stockholders, and align their interests with the interests of the Company and its stockholders. We believe that
including equity awards in the compensation program serves our longer term goals, including management retention, because the value of equity, whether in the form of stock options, stock appreciation
rights, restricted stock or restricted stock units, is realized over several years. Accordingly, equity-based compensation constitutes a significant portion of the overall compensation for the named
executive officers.

In
establishing equity award levels, we generally also consider the prior equity awards that are vested and unvested. We take into consideration the exercise price of those equity
awards. It is our belief that competitors who might attempt to hire away our employees would consider the prior awards, both vested and unvested, as well as the exercise price of such awards.
Accordingly, to remain competitive, we take this factor into consideration. As a result, we subjectively consider equity ownership in our establishment of overall targeted compensation as discussed
above.

Historically,
the primary form of equity compensation that we awarded consisted of stock options. During 2007, we reviewed various long-term incentive vehicles with a view to
ensuring competitive, cost efficient and effective long-term incentives ("LTI") for our employees. The review concluded that the most cost-effective LTI vehicles to add to our
plan would be stock settled appreciation rights ("SSAR") and restricted stock units ("RSU"), and that some combination of our LTI vehicles would provide the desired employee motivation and retention
properties.

With
the exception of significant events, promotions or new hires, the Compensation Committee generally makes equity awards at the beginning of each year once financial results for the
prior year become available. This timing was selected because it enables us to consider prior year performance by

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the
Company and our expectations for the current year. Awards are made as early as practicable in the year in order to maximize the time-period for the incentives associated with the
awards. Newly hired or promoted employees, including executive officers generally receive their LTI grants at the next regularly scheduled Compensation Committee meeting subsequent to their hire or
promotion date, as the case may be. On occasion, the Compensation Committee has also granted equity to employees, including certain of the named executive officers, in recognition of their efforts
toward the achievement of a significant goal.

LTI
awards granted by the Compensation Committee to named executive officers and employees are typically "time based." In order for the LTI to be earned, the recipient must remain
employed by the Company or one of its subsidiaries, for a specified period of time following the grant date. Generally, LTI awards granted under the 2005 Plan are earned ratably over a
four-year period. LTI awards are granted, and the exercise price for stock options is set, on the date the Compensation Committee approves the grant.

On
limited occasions, the Compensation Committee has also used "performance based" restricted stock grants for long-term incentive equity compensation. In 2005, 100,000
shares of restricted stock were awarded to our Chief Executive Officer under the 2005 Plan, which shares were "performance based," with vesting tied to the achievement of certain financial targets by
the end of 2008. In 2007, we made another grant of restricted stock to our Chief Executive Officer under the 2005 Plan in the amount of 20,000 shares which was also "performance based" using the same
criteria as that used for the 2005 grant. The performance targets for these performance-based restricted stock
grants were not achieved based on the Company's performance in 2008, and, accordingly, no vesting occurred and these shares were forfeited.

Perquisites and Other Personal Benefits.The Company provides named executive officers with perquisites and other personal benefits
that the
Compensation Committee believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The
Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.

Historically,
certain of the named executive officers were provided annual medical physical examinations, tax preparation assistance and club memberships. During 2009, the Company
discontinued such perquisites, except that the Company did reimburse the Chief Executive Officer for the cost of his annual medical examination and for his tax preparation fees, and, beginning January
2010, the Company will provide for the Chief Executive Officer's corporate club membership.

Attributed
costs of the personal benefits described above for the named executive officers for the fiscal year ended December 31, 2009, are included in column (i) of the
"Summary Compensation Table" on page 17 and the associated footnotes.

The
Company has entered into Employment Agreements with certain key employees, including certain of the named executive officers. The Employment Agreements are designed to promote
stability and continuity of senior management. A summary of the material terms of such agreements for the named executive officers is provided under the heading "Named Executive Officers' Employment
Agreements" on page 18. Information regarding applicable payments under such agreements for the named executive officers is provided under the heading "Potential Payments Upon Termination or
Change of Control" on page 23.

Retirement Benefits under the 401(k) Plan, Executive Perquisites and Generally Available Benefit Programs.The Company maintains a
tax-qualified 401(k) Plan which provides for broad-based employee participation. Effective January 1, 2009, due to the economic conditions in place in the first quarter of fiscal
2009, the Company suspended matching contributions to the 401(k) Plan for all employees.

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The
Company does not provide defined benefit pension plans or defined contribution retirement plans to its executives or other employees other than the 401(k) Plan.

The
Company also offers a number of other benefits to the named executive officers pursuant to benefit programs that provide for broad-based employee participation. These benefits
programs include the medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, health and
dependent care flexible spending accounts, wellness programs and certain other benefits.

The
401(k) Plan and other generally available benefit programs allow the Company to remain competitive for employee talent, and the Company believes that the availability of the benefit
programs generally enhances employee productivity and engagement. The main objectives of the Company's benefit programs are to give our employees access to quality healthcare, financial protection
from unforeseen events, assistance in achieving retirement financial goals and enhanced health and productivity.

Tax Deductibility of Executive Officer Compensation

Internal Revenue Code Section 162(m) precludes a public corporation from taking a deduction for compensation in excess of
$1 million for its Chief Executive Officer or any of its four other highest paid executive officers, unless certain specific and detailed criteria are satisfied. The Compensation Committee will
continue to carefully consider the impact of Internal Revenue Code Section 162(m) in determining the appropriate pay mix and compensation levels for the named executive officers.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by
Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion
and Analysis be included in this Annual Report on Form 10-K.



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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned for the fiscal years ended December 31, 2009 and
December 31, 2008, by our "named executive officers." The Summary Compensation Table below includes values for contingent compensation, such as unvested and/or unpaid stock awards and
unexercised stock options calculated according to SEC rules and does not represent current values which may be substantially lower due to declines in the value of our common stock. The named executive
officers may never realize the value of certain items included under the column headed "Total" (as is the case in recent years), or the amounts realized may differ materially from the amount listed in
the Summary Compensation Table and related footnotes. In addition, equity compensation is reported in several different tables in this Form 10-K/A. For that reason, investors should
take care to not "double count" equity awards.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)Name and Principal Position

Year

Salary
$(1)

Bonus
$

Stock
Awards
$(2)

Option
Awards
$(3)

Non-Equity
Incentive Plan
Compensation
$

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
$

All Other
Compensation
$(4)

Total
$Michael E. Jalbert(5)


2009


376,125





60,000


34,974








17,894


488,993Chairman and Chief Executive Officer


2008


441,346





178,000











31,235


650,581Jana A. Bell(6)


2009


242,635





35,000


21,859











299,493Executive Vice President and Chief
Financial Officer


2008


263,167





178,000











14,393


455,560Massoud Safavi(7)


2009


304,250





40,000


21,859








127,406


493,515Former Chief Operating Officer


2008


331,042





168,000











82,752


581,794Elaine Flud Rodriguez(8)


2009


197,138





25,000


8,743











246,478Senior Vice President, General Counsel and Secretary


2008


167,615





90,000














184,550James S. Hoover(9)


2009


169,183


20,000





8,743











229,167Vice President Corporate Controller


2008


171,250





7,387


10,200











186,108


(1)Two
extra weeks of base salary were paid in 2008 to all named executive officers, with the exception of Mr. Safavi, in order to align the payroll
cycles within the Company. Accordingly, salary paid in 2009 for all named executive officers, with the exception of Mr. Safavi, was two weeks less than the base salary. Also, effective
May 1, 2009, Mr. Jalbert agreed to a voluntary and temporary salary decrease of 15%, and Ms. Bell, Mr. Safavi and Ms. Rodriguez agreed to a voluntary and temporary
salary decrease of 10%. On January 10, 2010, those temporary salary reductions were rescinded by the Compensation Committee, and the amounts previously foregone were reimbursed to each such
officer.(2)Amounts
included in this column for 2009 represent the aggregate grant date fair value of awards of stock, restricted stock and restricted stock units
computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 ("ASC Topic 718"). Amounts for 2008 have been recomputed under the same methodology
in accordance with SEC rules. For assumptions used in determining these values, see footnotes 1 and 16 to the consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2009. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture.(3)Amounts
included in this column represent the aggregate grant date fair value of awards of stock options and stock settled appreciation rights ("SSARs")
computed in accordance with ASC Topic 718. Amounts for 2008 have been recomputed under the same methodology in accordance with SEC rules. For assumptions used in determining these values, see
footnotes 1 and 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009. The amounts reported do not
include any reduction in the value of the awards for the possibility of forfeiture.(4)"All
other compensation" includes the following: 
Our matching contributions to each named executive officer's 401(k) retirement account in 2008, as follows:
Michael E. Jalbert$5,394; Jana A. Bell$6,943; and Massoud Safavi$7,500. The Company suspended matching contributions to the 401(k) Plan for all employees
effective January 1, 2009.Life insurance premiums paid by the Company for Michael E. Jalbert in the amount of $4,895 in each of 2009 and 2008.Grossed-up relocation expenses in the amount of $126,656 and $56,425 in 2009 and 2008, respectively, paid to
Massoud Safavi in connection with his relocation to Texas.Our contributions toward executive medical examinations, financial and tax planning, club memberships, and other cash
compensation. The values of these personal benefits are based on the incremental aggregate cost to us and are not individually quantified because none of them individually exceeded the greater of
$25,000 or 10% of the total amount of perquisites and personal benefits for each named officer.


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(5)Mr. Jalbert's
base salary in 2008 and 2009 was $425,000.(6)Ms. Bell's
base salary from January to July 2008 was $239,500. In July 2008, Ms. Bell received a base salary increase to $275,000.(7)Mr. Safavi's
base salary in 2008 and 2009 was $325,000. The additional $6,042 in 2008 represents a vacation payout granted when Mr. Safavi's
payroll transferred from 3e Technologies International, Inc. to E.F. Johnson Company. Mr. Safavi resigned from the Company on January 5, 2010. All previously granted stock
options, SSARs and unvested RSU awards were forfeited upon his resignation.(8)Ms. Rodriguez
joined the Company in March 2008 as Senior Vice President & General Counsel, and her annual base salary was $210,000. In August
2008, Ms. Rodriguez's base salary increased to $215,000.(9)Mr. Hoover's
base salary in 2008 was $160,000 from January to July 2008. In August 2008, Mr. Hoover's base salary increased to $175,500.


NAMED EXECUTIVE OFFICERS' EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Mr. Jalbert, Ms. Bell and Ms. Rodriguez. The Company also
had an employment agreement with Mr. Safavi, which agreement terminated upon his resignation from the Company effective January 5, 2010. An overview of the material terms of such
employment agreements is discussed in this section; whereas, a discussion of payments upon termination or change in control for each named executive officer is provided under the heading "Potential
Payments Upon Termination or Change of Control" on page 23.

Michael E. Jalbert

On October 15, 2002, we entered into an Employment Agreement (the "Jalbert Agreement") with Michael E. Jalbert, our Chairman of
the Board, President and Chief Executive Officer, for a term beginning on October 15, 2002, and ending October 14, 2004. In accordance with its terms, the Jalbert Agreement automatically
renewed for two consecutive two-year periods ending October 14, 2008. On October 14, 2008, the parties agreed to an
extension of the Jalbert Agreement through October 31, 2008, while they negotiated a new employment agreement, and on October 31, 2008, the parties agreed to a further extension of the
Jalbert Agreement through November 15, 2008. On November 6, 2008, the parties entered into an Amended and Restated Employment Agreement effective as of November 1, 2008 (the
"Amended Jalbert Agreement").

Under
the terms of the Jalbert Agreement, Mr. Jalbert received an initial annual base salary of $310,000 with a bonus potential of up to 50% of Mr. Jalbert's salary if the
Company met or exceeded annual objectives, subject to Board approval. According to the Jalbert Agreement, Mr. Jalbert's bonus could have been granted in restricted common stock or stock options
in accordance with the Company's 1996 Stock incentive Plan. Mr. Jalbert's base salary and bonus potential increased over the term of the Jalbert Agreement by action of the Compensation
Committee. The Jalbert Agreement further provided that if Mr. Jalbert was employed by the Company on October 14, 2008, his employment would terminate, and he would be eligible for
certain retirement benefits including employee group and disability insurance, office space and administrative support.

The
Amended Jalbert Agreement has a term which began on November 1, 2008, and ends on December 31, 2010 (the "Normal Retirement Date"), unless earlier terminated in
accordance with the agreement. Under the terms of the Amended Jalbert Agreement, Mr. Jalbert would have been entitled to receive a $500,000 incentive bonus (the "Succession Bonus") in the event
(i) Mr. Jalbert's successor as CEO was elected by the Board of Directors prior to March 31, 2010; (ii) Mr. Jalbert resigns from the Board within six months following
his successor's election as CEO or by December 31, 2010, whichever is earlier; and (iii) Mr. Jalbert actively and materially cooperated with the Board in the recruitment and
selection of his successor. The Board did not elect a successor to Mr. Jalbert by the March 31, 2010 deadline.

The
Amended Jalbert Agreement provides for an annual base salary of $425,000. Effective May 1, 2009, Mr. Jalbert agreed to a voluntary and temporary salary decrease of 15%.
On January 10, 2010, the temporary salary reduction was rescinded by the Compensation Committee, and the amounts previously foregone were reimbursed to Mr. Jalbert. The Amended Jalbert
Agreement additionally provides for eligibility to participate in the Company's Management Incentive Program with the

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opportunity
to receive up to 120% of Mr. Jalbert's base salary in annual bonus compensation. Mr. Jalbert will also be able to receive long-term awards in accordance with the
2005 Omnibus Incentive Compensation Plan up to 100% of his annual base salary at the discretion of the Compensation Committee of the Board. The Amended Jalbert Agreement further provides that if
Mr. Jalbert is employed by us on the Normal Retirement Date, Mr. Jalbert will be deemed to have voluntarily terminated his employment relationship with the Company, and he shall be
eligible for certain retirement benefits more fully described on page 24.

Jana Ahlfinger Bell

On February 1, 2005, we entered into an Employment Agreement (the "Bell Agreement") with Jana Ahlfinger Bell. Ms. Bell
was hired as the Company's Vice President of Special Projects. On March 15, 2005, the Company appointed Ms. Bell as the Company's Chief Financial Officer. The Bell Agreement provides for
an initial annual base salary of $210,000, and eligibility to participate in the MIP, which allows her an opportunity to earn an amount equal to a maximum of 40% of her base salary, assuming the
Company and Employee meet certain targets. Ms. Bell's base salary and MIP potential has increased since the effective date of the Bell Agreement by action of the Compensation Committee.
Effective May 1, 2009, Ms. Bell agreed to a voluntary and temporary salary decrease of 10%. On January 10, 2010, the temporary salary reduction was rescinded by the Compensation
Committee, and the amounts previously foregone were reimbursed to Ms. Bell. The Bell Agreement further provided for a grant to Ms. Bell of an option to purchase 50,000 shares of the
Company's common stock upon execution of the Bell Agreement, and an additional option to purchase 50,000 shares of the Company's common stock on the one-year anniversary of the effective
date of the Bell Agreement, subject to approval by the Board. The Bell Agreement contains confidentiality and non-compete obligations prohibiting her from competing with us for a period of
one year following termination. On December 4, 2008, we entered into an Amendment to the Bell Agreement to bring the agreement into compliance with Section 409A of the Internal Revenue
Service Code of 1986 as amended (the "Code"). The Amendment provides that, under certain circumstances, payment of certain severance benefits will be delayed for a period of six (6) months
following the date of termination of employment, as more fully discussed on page 26.

Elaine Flud Rodriguez

On March 18, 2008, we entered into an Employment Agreement with Elaine Flud Rodriguez (the "Rodriguez Agreement") whereby
Ms. Rodriguez was appointed as the Senior Vice President and General Counsel of the Company. The Rodriguez Agreement provides for an initial annual base salary of $210,000, and eligibility to
participate in the MIP, which allows her an opportunity to earn an amount equal to a maximum of 50% of her base salary, assuming the Company and Employee meet certain targets. Ms. Rodriguez's
base salary has increased since the effective date of the Rodriguez Agreement by action of the Compensation Committee. Effective May 1, 2009, Ms. Rodriguez agreed to a voluntary and
temporary salary decrease of 10%. On January 10, 2010, the temporary salary reduction was rescinded by the Compensation Committee, and the amounts previously foregone were reimbursed to
Ms. Rodriguez. The Rodriguez Agreement further provided for a grant to Ms. Rodriguez of 75,000 Restricted Share Units (RSU) under the provisions of the 2005 Omnibus Incentive
Compensation Plan. These units will vest over four years with one-fourth of the units vesting at the end of the first year and then yearly thereafter. The Rodriguez Agreement contains
confidentiality and non-compete obligations prohibiting her from competing with us for a period of one year following termination. On December 4, 2008, we entered into an Amendment
to the Rodriguez Agreement to bring the agreement into compliance with Section 409A of the Code. The Amendment provides that, under certain circumstances, payment of certain severance benefits
will be delayed for a period of six (6) months following the date of termination of employment, as more fully discussed on page 28.

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Massoud Safavi

On November 15, 2007, we entered into an Employment Agreement with Massoud Safavi (the "Safavi Agreement") whereby
Mr. Safavi was appointed as the Chief Operating Officer of the Company. The Safavi Agreement superseded a prior agreement between the parties entered into on October 1, 2006, when
Mr. Safavi began his previous position as President and COO of the Company's Secured Wireless Segment. Pursuant to the Safavi Agreement, the Company agreed to pay Mr. Safavi an annual
salary of $325,000. Effective May 1, 2009, Mr. Safavi agreed to a voluntary and temporary salary decrease of 10%. The Safavi Agreement additionally provided for eligibility to
participate in the MIP, which would allow him an opportunity to earn an amount equal to a maximum of 80% of his base salary if the Company and Employee met certain targets. The Safavi Agreement
further provided for the reimbursement of relocation expenses in an amount up to $200,000, and the grant of 100,000 restricted stock units, subject to Board approval. The Safavi Agreement contained
confidentiality and non-compete obligations prohibiting him from competing with us for a period of one year following termination. On December 4, 2008, we entered into an Amendment
to the Safavi Agreement to bring the agreement into compliance with Section 409A of the Code. The Amendment provided that, under certain circumstances, payment of certain severance benefits
would be delayed for a period of six (6) months following the date of termination of employment, as more fully discussed on page 27.

Also,
on December 4, 2008, we entered into a new Relocation Policy with Mr. Safavi which provided that Mr. Safavi would receive reimbursement of relocation expenses
incurred during 2009 in connection with his relocation from the Washington, D.C. area to Dallas, Texas in an amount up to $143,575.35 (including any "gross-up amounts" applied to offset
income tax liabilities on reimbursement relocation expenses). Such amount represented the difference between amounts already reimbursed to Mr. Safavi pursuant to the Safavi Agreement and
$200,000 (the maximum amount to be reimbursed under that prior policy).

On
January 5, 2010, Mr. Safavi provided his resignation to the Company effective as of January 5, 2010. Pursuant to the terms of a separation agreement between
Mr. Safavi and the Company, Mr. Safavi will receive separation pay in the amount of $216,666.66, which amount is equal to eight (8) months' base salary, to be paid in accordance
with the Company's normal payroll procedures over a period of eight (8) months following his resignation. In the event Mr. Safavi finds full time employment before the end of the eight
month period, the Company's obligation to pay the separation pay will cease. In addition, Mr. Safavi will receive health insurance at least equal to the benefits provided to active employees of
the Company for twelve months.

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Table of Contents

GRANTS OF PLAN-BASED AWARDS

The following table sets forth certain information with respect to each grant of an award to the named executive officers during the
fiscal year ended December 31, 2009, pursuant to the 2005 Plan and the MIP.

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)

Estimated Future Payouts
Under Equity Incentive Plan
Awards



Grant Date
Fair Value of
Stock and
Option
Awards
($)(5)Exercise or
Base Price
of Option
Awards
($ / Sh)(4)Name

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)Michael E. Jalbert





212,500


425,000


510,0002/23/2009




















57,971


40,000


1.035


94,974Jana Ahlfinger Bell





68,750


137,500


137,5002/23/2009




















33,816


25,000


1.035


56,859Massoud Safavi





130,000


260,000


260,0002/23/2009




















38,647


25,000


1.035


61,859Elaine Flud Rodriguez





53,750


107,500


107,5002/23/2009




















24,155


10,000


1.035


33,743James S. Hoover





26,325


52,650


52,6502/23/2009























10,000


1.035


8,743


(1)The
amounts assume each of the named executive officers earned 100% of his/her personal performance measure under the MIP program. Actual payouts of these
awards for 2009 are shown in the "Summary Compensation Table" on page 17. The threshold levels represent the bonus amounts payable if the minimum performance requirements are met for each
performance measure.(2)This
column shows the number of shares of fully vested stock that were granted in 2009 to the named executive officers in lieu of a cash incentive bonus for
2008 under the Company's management incentive program.(3)This
column shows the number of stock appreciation rights granted in 2009 to the named executive officers. Each of these grants will vest 25% for each of
the next four anniversary dates of the grant and will expire on the fifth-year anniversary of the grant date.(4)The
exercise price of the stock appreciation rights granted in 2009 is equal to the mean of the high and low sales price of the common stock as reported by
The NASDAQ Global Select Market® on the date the award was approved by the Compensation Committee.(5)The
grant date fair value is the value of awards granted in 2009 computed in accordance with ASC Topic 718.


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Table of Contents

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table includes certain information with respect to the value of all unexercised options and unvested restricted stock
previously awarded to the named executive officers that was outstanding at December 31, 2009.

Option Awards

Stock AwardsName

Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)(1)

Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(2)Michael E. Jalbert


10,000








0.51


1/28/2012





30,000








1.70


1/27/2013





125,000
(3)


(3)




7.10


4/28/2014





40,000


10,000
(3)




8.46


2/15/2015








40,000
(6)




1.035


2/26/2014




















75,000


133,500Jana Ahlfinger Bell


70,000


30,000
(4)




9.10


2/1/2015





4,313


1,437
(5)




6.64


7/26/2016








25,000
(6)




1.035


2/26/2014




















75,000


133,500Massoud Safavi(7)


75,000


25,000
(5)




7.39


10/1/2013





42,039


42,038
(5)




6.15


2/15/2014





7,962


7,961
(5)




6.15


2/15/2014








25,000
(6)




1.035


2/26/2014




















75,000


126,000James S Hoover


3,750


1,250
(5)




7.88


10/25/2013





2,500


2,500
(5)




6.15


2/15/2014








10,000
(5)




1.035


2/26/2014





625


1,875
(6)




1.78


7/30/2013





3,3381,250


3,750
(6)




1.78


7/30/2013





6,675














1,875


3,338














1,237


2,202Elaine Flud Rodriguez

















56,250


67,500


10,000
(6)




1.035


2/26/2014








(1)Restricted
stock units granted pursuant to the 2005 Plan and which vest 25% per year on each anniversary of the grant date of each restricted stock unit.(2)Market
Value based on the closing price of the Company's stock on December 31, 2009 as reported on the NASDAQ Global Market System(3)The
stock options were granted pursuant to the 1996 Stock Incentive Plan and vest 20% per year on each anniversary of the grant date of each stock option.


22

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Table of Contents

(4)The
stock options were granted February 1, 2005, and vest in accordance with the following schedule: 10% on the first anniversary date of the grant,
20% on each of the next four anniversary dates, and the remaining 10% on the sixth anniversary date of the grant.(5)The
stock options were granted pursuant to the 2005 Plan and vest 25% per year on each anniversary of the grant date of each stock option.(6)The
stock appreciation rights were granted pursuant to the 2005 Plan and vest 20% per year on each anniversary of the grant date of each stock appreciation
right.(7)Mr. Safavi
resigned from the Company on January 5, 2010. All previously granted stock options, SSARs and unvested RSU awards were forfeited
upon his resignation.


OPTION EXERCISES AND STOCK VESTED TABLE

The following table shows all stock awards vested and value realized upon vesting, by the named executive officers during the year
ended December 31, 2009. There were no stock options exercised and, consequently, no value realized upon exercise by the named executive officers.

Option Awards

Stock AwardsName

Number of
Shares
Acquired
on Exercise
(#)

Value
Realized
on Exercise
($)(1)

Number of
Shares
Acquired
on Vesting
(#)

Value
Realized
on Exercise
($)(1)Michael E. Jalbert








145,471


136,125Jana Ahlfinger Bell








58,816


52,735Massoud Safavi








63,647


71,125James S. Hoover








1,038


721Elaine Flud Rodriguez








42,905


39,344


(1)Reflects
the aggregate value realized upon the vesting of an award of restricted stock in 2009. The value realized is calculated by multiplying the number
of shares which vested by the closing price of our Common Stock on the vesting date.


POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Potential payments upon termination or a change of control vary with each named executive officer depending on the terms set forth in
their employment agreement. The discussion of the material terms of the named executive officers' employment agreements is provided under the heading "Named Executive Officers' Employment Agreements"
on page 18. The narrative description and tables below reflect the amount of compensation paid to each of the named executive officers of the Company in the event of termination of such
executive's employment under the circumstances described. The amounts shown assume that such termination was effective as of December 31, 2009, and thus includes amounts earned through such
time and are estimates of the amounts which would have been paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive's
separation from the Company.

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Table of Contents

Michael E. Jalbert

Retirement Benefits.Upon retirement at the Normal Retirement Date pursuant to the Amended Jalbert Agreement, Mr. Jalbert shall:
(i) receive payment for the full amount of his accrued but unused vacation; (ii) be given the computer which belongs to the Company but which Mr. Jalbert is then utilizing as
Chairman; (iii) receive health and dental benefits for himself and his dependents for three (3) years following his retirement; (iv) be reimbursed for life insurance
premiums for a $1.0 million dollar life insurance policy for three (3) years following his retirement; and (v) receive office space made available by the Company and
administrative support for one year. In addition, Mr. Jalbert shall receive accelerated vesting of all outstanding long-term compensation awards. If, at the time of
Mr. Jalbert's Normal Retirement Date or during the period for which the previously described retirement benefits are provided, Mr. Jalbert enters into a full-time employment
relationship with any entity that is unrelated to the Company, then the Company may immediately terminate any retirement benefits described in (iii) and (iv), provided that such other employer
provides comparable health, dental and/or life insurance coverage or Mr. Jalbert becomes eligible for Medicare benefits.

Potential Payment upon Termination After a Change of Control.If, following a change in control, Mr. Jalbert's employment is
terminated, or if
there is a material diminishment in Mr. Jalbert's position, duties or responsibilities, he will be entitled to: (i) a lump sum severance payment in an amount equal to that portion of his
base salary that would have been paid had his employment continued for the remaining term of the Amended Jalbert Agreement; (ii) a $500,000 transaction bonus; (iii) accelerated vesting
of all outstanding long-term compensation awards; (iv) continued coverage for himself and his dependents under the Company's employee health and dental plan; and
(v) maintenance of the $1.0 million term-life insurance policy. The severance payment and bonus, if any, shall be paid to Mr. Jalbert within thirty (30) days
following the earliest to occur of: 1) the 6-month anniversary of Mr. Jalbert's separation from service for reasons other than death; or 2) Mr. Jalbert's death.

A
"change in control" is defined in the Amended Jalbert Agreement as meaning: (i) the date that any one person, or more than one person acting as a group, acquired ownership of
stock of the Company
that, together with stock held by such person or group, constitutes more than fifty (50%) of the total fair market value or total voting power of the stock of the Company; (ii) the date that
individuals who constitute the Board (the "Incumbent Board") cease for any reason during a twelve-month period to constitute at least a majority of the Board; provided however, that any
individual becoming a director subsequent to the effective date of the Amended Jalbert Agreement whose election, or nomination for election by the Company's shareholders 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; or (iii) the date that any one person,
or more than one person acting as a group (as determined below), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons)
assets from the Company that have a total gross fair market value equal to substantially all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose,
"gross fair market value" means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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Table of Contents

Termination of Employment.In the event Mr. Jalbert's employment is terminated by the Company without "good cause" (as such term
is defined in
the Amended Jalbert Agreement), he will be entitled to receive (i) a lump sum severance payment in an amount equal to the greater of his base salary for one year or his base salary for the
remaining term of the Employment Agreement; (ii) the performance based annual incentive bonus and long-term incentive award to which he would be entitled based on performance for
the period worked; (iii) accelerated vesting of all outstanding long-term compensation awards; (iv) continued coverage for himself and his dependents under the Company's
employee health and dental insurance plan; and (iv) maintenance of the $1.0 million term-life insurance policy.

Benefit

Retirement

Death

Disability

Termination
for Good Cause

Termination
without Good
Cause by
Company Other
Than Retirement,
Death or Disability

Involuntary
Termination
Following a
Change
of ControlCash Severance




$

(1)
$

(1)



$

(1)
$

(2)Acceleration of Equity Awards:Stock Options(3)
















$
Restricted Stock(4)

$
83,250

$


$





$
83,250

$
83,250Health Benefits

$
23,323




$
23,323




$
23,323

$
23,323Life Insurance

$
14,685

$
1,000,000

$
14,685




$
14,685

$
14,685Office and Admin. Support

$
18,500














Total

$
62,594

$
1,083,750

$
127,844




$
127,844

$
127,844


(1)Company
shall pay a lump sum severance payment equal to the greater of (i) Mr. Jalbert's base salary (at the time of termination) for one
(1) year, or (ii) his base salary (at the time of termination) for the remaining term of this agreement.(2)Company
shall pay a: (i) a lump sum severance payment in an amount equal to that portion of his base salary that would have been paid had his
employment continued for the remaining term of the Amended Jalbert Agreement; and (ii) a $500,000 transaction bonus.(3)Reflects
the excess of the fair market value of the underlying shares as of December 31, 2009, over the exercise price of all unvested options, the
vesting of which accelerates in connection with the specified event.(4)Reflects
the fair market value as of December 31, 2009, of restricted stock, the vesting of which accelerates in connection with the specified event.


Jana Ahlfinger Bell

Change of Control.Pursuant to the Bell Agreement, in the event of termination of Ms. Bell's employment after a change in control,
as defined
in such agreement, then the following shall apply: (i) all of Ms. Bell's unvested options shall vest immediately; and (ii) we shall pay Ms. Bell a lump sum severance
payment equal to one year of base salary. A change in control is defined in the agreement as a change in the ownership of the Company or a sale, assignment or transfer of all or substantially all of
its assets.

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Table of Contents

Termination of Employment.If the Company terminates Ms. Bell's employment for cause, Ms. Bell shall
not be entitled to any further benefits from the Company. In the event the Company terminates Ms. Bell's employment for reasons other than for cause, Ms. Bell shall be entitled to the
payment of an amount equal to one year of her then base salary.

Benefits

Termination without
Cause by Company

Involuntary Termination
Following a
Change of ControlCash Severance

$
275,000

$
275,000Stock Options(1)





Total

$
275,000

$
275,000


(1)Reflects
the excess of the fair market value of the underlying shares as of December 31, 2009, over the exercise price of all unvested options, the
vesting of which accelerates in connection with the specified event. As of December 31, 2009, the exercise price exceeded the fair market value of the underlying shares.


The
December 4, 2008 amendment to the Bell Agreement provided that any amounts payable to Ms. Bell upon termination of employment shall be paid, upon receipt of any
required release, in a lump sum payment on the 60th day following her termination of employment. In the event, however, that Ms. Bell is deemed to be a "specified
employee," as defined in §1.409A-1(i) of the Final Regulations under Section 409A of the Code, as amended, then the payment of some or all of such payments may be
delayed until six (6) months following the date of separation from service (or, if earlier, the date of death), provided such six (6) month delay is required for all or such part of the
payment by Code Section 409A.

Death or Disability.In the case of death or disability, Ms. Bell would receive the standard benefits offered to all full-time
employees. For death, Ms. Bell would receive one time her annual salary, her spouse would receive $10,000 in life insurance and each of her children would receive $5,000 of life insurance after
six months of age. In the case of death or disability, the Company offers both Short Term and Long Term Disability insurance which is optional and employee-paid. Short Term Disability
covers the first six months of an injury or illness while Long Term Disability provides income to the age of 65.

Massoud Safavi

On January 5, 2010, Mr. Safavi provided his resignation to the Company effective as of January 5, 2010. Pursuant
to the terms of a separation agreement between Mr. Safavi and the Company, Mr. Safavi will receive separation pay in the amount of $216,666.66, which amount is equal to
eight (8) months' base salary, to be paid in accordance with the Company's normal payroll procedures over a period of eight (8) months following his resignation. In the
event Mr. Safavi finds full time employment before the end of the eight month period, the Company's obligation to pay the separation pay will cease. In addition, Mr. Safavi will receive
health insurance at least equal to the benefits provided to active employees of the Company for twelve months.

If
Mr. Safavi were still with the Company, the following terms of his employment agreement would have applied in the event of a termination or change of control:

Change of Control.Pursuant to the Safavi Agreement, in the event of termination of Mr. Safavi's employment after a change in
control, as
defined in such agreement, then the following would have applied: (i) all of Mr. Safavi's unvested long term incentives would have vested immediately; (ii) we would have paid
Mr. Safavi a lump sum severance payment equal to two years of base salary; (iii) we would have paid Mr. Safavi a lump sum payment in lieu of medical benefits equal to the
Company's

26

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Table of Contents

COBRA
contribution for one year; and (iv) consideration would have been given to a transaction bonus if deemed appropriate by the Board of Directors of the Company.

Termination of Employment.If the Company terminated Mr. Safavi's employment for cause, Mr. Safavi would not have been
entitled to any
further benefits from the Company. In the event the Company terminated Mr. Safavi's employment for reasons other than for cause, Mr. Safavi would have been entitled to the payment of an
amount equal to one year of his then base salary and the continuation of medical benefits for one year.

Benefits

Termination without
Cause by Company

Involuntary Termination
Following a
Change of ControlCash Severance

$
325,000

$
650,000Stock Options(1)





Lump Sum Payment in Lieu of COBRA




$
11,427Medical Benefits

$
11,427Total

$
336,427

$
661,427


(1)Reflects
the excess of the fair market value of the underlying shares as of December 31, 2009, over the exercise price of all unvested options, the
vesting of which accelerates in connection with the specified event. As of December 31, 2009, the exercise price exceeded the fair market value of the underlying shares.


The
December 4, 2008 amendment to the Safavi Agreement provided that any amounts payable to Mr. Safavi upon termination of employment would be paid, upon receipt of any
required release, in a lump sum payment on the 60th day following his termination of employment. In the event, however, that Mr. Safavi was deemed to be a "specified
employee," as defined in §1.409A-1(i) of the Final Regulations under Section 409A of the Code, as amended, then the payment of some or all of such payments could have
been delayed until six (6) months following the date of separation from service (or, if earlier, the date of death), provided such six (6) month delay was required for all or such part
of the payment by Code Section 409A.

Death or Disability.In the case of death or disability, Mr. Safavi would have received the standard benefits offered to all
full-time employees. For death, Mr. Safavi would have received one time his annual salary, his spouse would have received $10,000 in life insurance and each of his children would
have received $5,000 of life insurance after six months of age. In the case of death or disability, the Company offers both Short Term and Long Term Disability insurance which is optional and
employee-paid. Short Term Disability covers the first six months of an injury or illness while Long Term Disability provides income to the age of 65.

Elaine Flud Rodriguez

Change of Control.If, following a change in control (as defined in the Rodriguez Agreement), Ms. Rodriguez's employment is
terminated, or if
there is a material diminishment in her position, duties or responsibilitites, then the following shall apply: (i) we shall pay Ms. Rodriguez a lump sum severance payment equal to one
year of base salary; (ii) all of Ms. Rodriguez's unvested long term incentives shall vest immediately; and (iii) Ms. Rodriguez shall be entitled to continue medical
benefits at the same premium rates paid by active employees of the Company for one year following such termination.

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Termination of Employment.If the Company terminates Ms. Rodriguez's employment for cause, Ms. Rodriguez shall not be
entitled to any
further benefits from the Company. In the event the Company terminates Ms. Rodriguez's employment for reasons other than for cause, Ms. Rodriguez shall be entitled to the payment of an
amount equal to one year of her then base salary and the continuation of medical benefits for one year.

Benefits

Termination without
Cause by Company

Involuntary Termination
Following a
Change of ControlCash Severance

$
215,000

$
215,000Total

$
215,000

$
215,000


The
December 4, 2008 amendment to the Rodriguez Agreement provided that any amounts payable to Ms. Rodriguez upon termination of employment shall be paid, upon receipt of
any required release, in a lump sum payment on the 60th day following her termination of employment. In the event, however, that Ms. Rodriguez is deemed to be a "specified
employee," as defined in §1.409A-1(i) of the Final Regulations under Section 409A of the Code, as amended, then the payment of some or all of such payments may be
delayed until six (6) months following the date of separation from service (or, if earlier, the date of death), provided such six (6) month delay is required for all or such part of the
payment by Code Section 409A.

Death or Disability.In the case of death or disability, Ms. Rodriguez would receive the standard benefits offered to all
full-time employees. For death, Ms. Rodriguez would receive one time her annual salary, her spouse, if any, would receive $10,000 in life insurance and each of her children would
receive $5,000 of life insurance after six months of age. In the case of death or disability, the Company offers both Short Term and Long Term Disability insurance which is optional and
employee-paid. Short Term Disability covers the first six months of an injury or illness while Long Term Disability provides income to the age of 65.

James S. Hoover

Termination of Employment.Mr. Hoover has no employment agreement with the Company. As of December 31, 2008, in the event of
his
termination without cause, the Company's current severance policy for executives would provide Mr. Hoover a lump sum payment equal to six weeks of his base salary, or approximately $20,250. In
addition to the lump sum severance payment, Mr. Hoover is entitled to a pro-rata share of incentive award payments, outplacement services up to a maximum of $9,000 to be provided
during the 12 weeks after the employee is separated, and continuation of medical and dental benefits at employee rates through the end of the month during which Mr. Hoover last receives
any portion of his base salary. Payment of all severance benefits is expressly conditioned upon the eligible employee signing a release of all claims against the Company.

Death or Disability.In the case of death or disability, Mr. Hoover would receive the standard benefits offered to all full-time
employees. For death, Mr. Hoover would receive one time his annual salary, his spouse would receive $10,000 in life insurance and each of his children would receive $5,000 of life insurance
after six months of age. In the case of death or disability, the Company offers both Short Term and Long Term Disability insurance which is optional and employee-paid. Short Term
Disability covers the first six months of an injury or illness while Long Term Disability provides income to the age of 65.

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Table of Contents

DIRECTOR COMPENSATION

We review the level of compensation of our non-employee Directors on an annual basis. To determine how appropriate the
current level of compensation for our
non-employee Directors is, we have historically obtained data from a number of different sources including:



The
Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting Director compensation, the
Company considers the significant amount of time that Directors expend in fulfilling their duties to the Company as well as the skill-level required by the Company of members of the Board.

Compensation Paid to Board Members

Members of our Board of Directors, who are employees, receive no compensation for their service as a Board member. Each
non-employee Director receives an annual retainer of $42,000. In addition, the chairpersons of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee
receive an additional annual retainer of, $7,000, $5,000 and $5,000, respectively. No further committee membership retainers are payable.

At
a meeting held on May 27, 2009, the Compensation Committee unanimously approved a temporary 15% reduction in the annual compensation payable to each non-employee
Director effective as of May 1, 2009, in line with the voluntary and temporary salary reductions taken by certain of the executive officers of the Company. On January 10, 2010, the
temporary reduction was rescinded by the Compensation Committee, and the amounts previously foregone where reimbursed to each non-employee Director.

Under
the 1999 Non-Employee Director Stock Purchase Plan, each non-employee Director may elect to receive shares of the Company's common stock in lieu of some or
all of their cash compensation for participation on the Board of Directors. Several directors elected to participate in the 1999 Plan over the past several years, and, as of December 31, 2008,
there were only 30,077 shares remaining available for issuance under this Plan.

Due
to the small number of shares remaining available for issuance under the 1999 Plan, on December 18, 2008, the Compensation Committee authorized the use of the 2005 Plan to
issue shares to participating non-employee directors in lieu of cash compensation. The number of shares of common stock to be issued under the 2005 Plan is based on the Fair Market Value
(as defined in the 2005 Plan) on the last trading day of the relevant calendar quarter. During 2009, Ms. Haggart, Mr. Barnett, Mr. Thomsen and Dr. Bersoff elected to
participate in the plan and receive 25% of their cash compensation in the form of the Company's common stock.

We
reimburse all Directors for out-of-pocket and travel expenses incurred in attending Board meetings.

29

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DIRECTOR COMPENSATION TABLE  (For Fiscal Year Ended December 31, 2009)

Name

Fees Earned
or Paid
in Cash
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)(3)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)Bernard Bailey


12,358





6,500











18,858Robert Barnett


38,850

















38,850Edward H. Bersoff


45,325

















45,325Veronica A. Haggart


43,475

















43,475Mark S. Newman(4)


27,473

















27,473Thomas R. Thomsen


43,475

















43,475Winston J. Wade(5)


26,590

















26,590


(1)Compensation
for directors and committee chair fees are paid quarterly in arrears in cash or, at the election of each non-employee director, in
shares of common stock of the Company pursuant to the 2005 Plan. During 2009, Ms. Haggart, Mr. Barnett, Mr. Thomsen and Dr. Bersoff elected to participate in the plan and
receive 25% of their cash compensation in the form of the Company's common stock(2)Amounts
included in this column for 2009 represent the aggregate grant date fair value of awards of stock, restricted stock and restricted stock units
computed in accordance ASC Topic 718. As of December 31, 2009, each non-employee director, except for Mr. Bailey, beneficially owned 15,000 restricted stock units, which were
granted on July 30, 2008 pursuant to the Company's 2005 Plan and vest over four years.(3)Amounts
included in this column for 2009 represent the aggregate grant date fair value of awards of stock options and SSARs computed in accordance ASC Topic
718. As of December 31, 2009, Messrs. Bailey and Barnett each had 10,000 option awards outstanding, which options were granted pursuant to the 2005 Plan. As of December 31, 2009,
Dr. Bersoff, Ms. Haggart, and Mr. Thomsen each had 30,000 option awards outstanding. All option awards previously granted to Messrs. Wade and Newman were forfeited upon
their resignations from the Board.(4)Mr. Newman
resigned from the Company's Board of Directors on June 5, 2009.(5)Mr. Wade
retired from the Board of Directors effective May 27, 2009, which was the expiration of his term of office.


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Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

STOCK OWNERSHIP

As of April 1, 2010, there were 26,490,551 shares of the Company's common stock outstanding. The table below shows information
as of April 1, 2010 about the beneficial ownership of Common Stock by (1) each person known by us to own beneficially more than five percent of our outstanding Common Stock;
(2) our four current executive officers named in the Summary Compensation Table in this Information Statement; (3) each of our current Directors; and (4) all of our current
executive officers and Directors as a group.

Name of Beneficial Owner

Amount and
Nature of Beneficial
Ownership(1)

Percent of
Class(2)Wellington Management Company, LLP


1,909,336
(3)

7.21
%75 State Street
Boston, MA 02109Heartland Advisors, Inc.


2,500,000
(4)

9.4
%789 North Water Street
Milwaukee, WI 53202First Wilshire Securities Management, Inc.


1,958,845
(5)

7.4
%1224 East Green Street, Suite 200
Pasadena, CA 91106Security Investors, LLC


1,393,620
(6)

5.26
%One Security Benefit Place
Topeka, KS 66636Michael E. Jalbert


422,765
(7)

1.6
%Bernard C. Bailey


2,500
(8)

*Robert L. Barnett


55,403
(9)

*Edward Bersoff


71,016
(10)

*Veronica A. Haggart


78,218
(11)

*Thomas R. Thomsen


77,804
(12)

*Jana Ahlfinger Bell


144,473
(13)

*Elaine Flud Rodriguez


49,022
(14)

*James S. Hoover


8,822
(15)

*All current executive officers and Directors as a group (9 persons)


910,023


3.4
%


*Less
than 1%(1)"Beneficial
ownership" is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. So, for example, you "beneficially"
own our common stock not only if you hold it directly, but also if you directly or indirectly through a relationship, a position as a Director or trustee, or a contract or understanding have or share
the power to vote the stock, to invest it, to sell it, or you currently have the right to acquire it within 60 days of April 1, 2010.


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(2)Shares
of our common stock issuable upon exercise of stock options currently exercisable or exercisable within 60 days of April 1, 2010, are
considered outstanding for computing the percentage of the person holding those options but are not considered outstanding for computing the percentage of any other person. Except as indicated by
footnote and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power, if any, with respect to all shares of our common stock
each beneficially owns.(3)Pursuant
to a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2010, Wellington Management Company LLP,
in its capacity as investment adviser, was deemed to have beneficially owned 1,909,336 shares of the Issuer which were held of record by clients of Wellington Management, as of the filing date.
According to the filing, the reporting entity had shared power to vote or to direct the vote with respect to 1,313,300 shares and had shared power to dispose or to direct the disposition with respect
to 1,909,336 shares.(4)Pursuant
to a Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2010, Heartland Advisors, Inc. and
William J. Nasgovitz, as President and control person of Heartland Advisors, Inc., respectively, have shared power to vote and shared dispositive power with respect to 2,500,000 shares.
Mr. Nasgovitz disclaims any beneficial ownership of the shares.(5)Pursuant
to a Schedule 13G filed with the Securities and Exchange Commission on February 17, 2010, First Wilshire Securities
Management, Inc. were deemed to have beneficially owned 1,958,845 shares of the Issuer as of the filing date. First Wilshire Securities Management, Inc. had sole power to vote or direct
the vote with respect to 18,700 shares and sole power to dispose or to direct the disposition with respect to 1,958,845 shares.(6)Pursuant
to a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2010, Security Investors, LLC was deemed
to have beneficially owned 1,393,620 shares of the Issuer, as of the filing date. According to the filing, the reporting entity had sole power to vote or to direct the vote with respect to 1,393,620
shares and sole power to dispose or to direct the disposition with respect to 1,393,620 shares.(7)Includes
215,000 shares subject to options and 10,000 shares subject to SSARs currently exercisable or exercisable within 60 days following
April 1, 2010.(8)Includes
2,500 shares subject to options currently exercisable or exercisable within 60 days following April 1, 2010.(9)Includes
5,000 shares subject to options currently exercisable or exercisable within 60 days following April 1, 2010.(10)Includes
28,000 shares subject to options currently exercisable or exercisable within 60 days following April 1, 2010.(11)Includes
28,000 shares subject to options currently exercisable or exercisable within 60 days following April 1, 2010.(12)Includes
28,000 shares subject to options currently exercisable or exercisable within 60 days following April 1, 2010.(13)Includes
94,313 shares subject to options and 6,250 shares subject to SSARs currently exercisable or exercisable within 60 days following
April 1, 2010.(14)Includes
2,500 shares subject to SSARs currently exercisable or exercisable within 60 days following April 1, 2010.(15)Includes
3,750 shares subject to options and 4,375 shares subject to SSARs currently exercisable or exercisable within 60 days following
April 1, 2010.


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Item 13.    Certain Relationships and Related Transactions, and Director Independence

Related Party Transaction

Mark S. Newman, the Chairman, Chief Executive Officer and President of DRS Technologies, Inc. ("DRS"), served as a director of
the Company from October 2005 through June 5, 2009, when he resigned from the Board of Directors of the Company. During the years ended December 31, 2008 and 2007, and for the
approximate five month period ended June 5, 2009, DRS and its related subsidiaries acquired approximately $16.6 million, $0.7 million, and $1.6 million, respectively, of
products from E.F. Johnson Company, a wholly-owned subsidiary of the Company. As a result, Mr. Newman was considered a related party and was precluded from being considered an
independent
director as defined under NASDAQ's marketplace Rule 4200(15)(d). On October 26, 2007, Mr. Newman stepped down from the Company's Audit and Compensation Committees in order to
ensure such committees were comprised entirely of Independent Directors. Mr. Newman resigned from the Company's Board of Directors on June 5, 2009.

The
terms of these transactions with DRS were negotiated on an arms length basis and the purchase price of the products acquired from EFJohnson was at a fair market value. The
transactions described above were reviewed and approved by the Audit Committee in accordance with the Related Party Transactions Policy adopted by the Board of Directors in March 2008. That policy
requires the review, approval or ratification of all Related Party Transactions (all current or proposed transactions in excess of $25,000 in which: (i) the Company is a participant; and
(ii) any Director, executive officer or immediate family member of any Director or executive officer has a direct or indirect material interest). The Board of Directors has given the Audit
Committee the responsibility of overseeing the policy.

Director Independence

For information on director independence, please see Item 10 above under the caption "Governance of the Company."

Item 14.    Principal Accounting Fees and Services

Independent Public Accounting Firm Fees and Services

The Audit Committee selected and approved Grant Thornton to serve as the Company's independent auditor for the fiscal years ended
December 31, 2009 and 2008. A representative of Grant Thornton meets with the Audit Committee on a quarterly basis, prior to issuance of the quarterly and annual reports on
Form 10-Q and 10-K, respectively. All non-audit services provided to the Company by Grant Thornton are properly approved by the Audit Committee in accordance
with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X of the Securities and Exchange Act.

During
2009 and 2008, the Company retained its independent auditor, Grant Thornton, to provide services in the following categories and amounts:

Description of Service

2009

2008Audit Fees(1)

$
713,349

$
740,121Audit-Related Fees(2)


0


6,100Tax Fees(3)


0


0All Other Fees(4)


0


0


(1)Audit Fees.Amounts include fees for professional services rendered by the Company's principal
accountant for the audit of the Company's annual financial


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statements
and review of the financial statements included in the Company's quarterly reports on Form 10-Q. (2)Audit-Related Fees.Amounts relate to due diligence matters in 2008 relating to an
S-8 filing.(3)Tax Fees.Amounts include professional services rendered for income tax compliance, advice,
planning, return preparation and other tax-related matters.(4)All Other Fees.Amounts include professional services rendered related to a third-party request
for verification of management representations.


In
regards to the principal accountant's audit of the Company's financial statements for the years ended December 31, 2009 and 2008, all work was performed by persons who are
full-time, permanent employees of the principal accountant.

The
Audit Committee pre-approves the engagement of the auditor to audit the Company's and its subsidiary's financial statements and all services related to all audit, review
and attest reports performed by the independent auditor. In addition, the Audit Committee pre-approves all other permissible non-audit services (including the fees and terms
thereof) to be performed for the Company by its independent auditor. The Committee has
considered whether the provision of information technology services, if any and other non-audit services are compatible with maintaining the independence of the Company's principal
accountant.

PART IV

Item 15.    Exhibits, Financial Statement Schedules

(a)   The following documents are filed as part of this Amendment No. 1 to Annual Report on form 10-K/A or as part of the
registrant's Annual Report on Form 10-K filed with the SEC on March 31, 2010:

See Index to Consolidated Financial Statements in Item 8 of registrant's Annual Report on Form 10-K filed with the SEC on
March 31, 2010.

The following financial statement schedule was filed as part of the registrant's Annual Report on Form 10-K filed with the SEC on
March 31, 2010 and should be read in conjunction with the consolidated financials statements of the registrant included therein:

Schedule IIValuation
and Qualifying Accounts and Reserves

All
other schedules were omitted because they are not applicable, not required under the instructions, or the requested information is shown in the consolidated financial statements of
the registrant or related notes thereto.

Exhibit
Number

Description31.1

Certification of Chief Executive Officer, dated April 30, 2010, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to this Form 10-K/A.31.2

Certification of Chief Financial Officer, dated April 30, 2010, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to this Form 10-K/A.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

EF JOHNSON TECHNOLOGIES, INC.By:

/s/ MICHAEL E. JALBERT Michael E. JalbertChairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)Dated: April 30, 2010


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