EXHIBIT 10.1.2


 


AMENDMENT NO. 1


TO


EMPLOYMENT AGREEMENT


BY AND BETWEEN


 


TESSCO TECHNOLOGIES INCORPORATED AND ROBERT B. BARNHILL, JR.


 


TESSCO TECHNOLOGIES INCORPORATED (the “Company”)
and ROBERT B. BARNHILL, JR. (“Executive”) wish to amend the Employment Agreement dated August 31,
2006 (the “Existing Agreement”) in order to
comply with the final Regulations issued under Internal Revenue Code section
409A. Capitalized terms defined in the Existing Agreement and used in this
Amendment No. 1 without further definition have the meanings ascribed to
them in the Existing Agreement.


 


Accordingly,
the Existing Agreement is amended as follows, effective as of the Effective
Date:


 


1.                                       Section 1(k) of
the Existing Agreement (defining the term “Termination Date”) is amended by
adding the following sentence to the end of that Section:


 


For
purposes of this Agreement, Executive’s “employment terminates” on the date
that Executive has a Separation from Service. For purposes of this Agreement, a
“Separation from Service” means an
anticipated permanent reduction in the level of bona fide services to twenty
percent (20%) or less of the average level of bona fide services performed over
the immediately preceding thirty six (36) month period (or the full period
during which Executive performed services for the Company, if that is less than
thirty six (36) months).


 


2.                                       Section 5(h) of
the Existing Agreement (Expense Reimbursement) is amended by adding the
following sentence to the end of that Section:


 


Any
reimbursement of fees and expenses under this subsection (h) shall be
made on or before the last day of the year following the year in which the
expense is incurred. The amount of fees and expenses eligible for reimbursement
during a year shall not affect the expenses eligible for reimbursement in any
other year. The right to reimbursement under this Section is not subject
to liquidation or exchange for another benefit.


 


3.                                       Section 7
of the Existing Agreement (Termination) is amended by replacing the phrase “which
amounts shall be paid on the dates such amounts would otherwise have been paid
but for the termination” and the phrase “which shall be paid in regular
installments on the dates such amounts would otherwise have been paid but for
the termination,” each time the respective phrase appears, with the following: “which
amounts shall be paid on the dates such amounts would otherwise have been paid
(in accordance with the usual payroll practices of the Company in effect on the
day before the Separation from Service) but for the termination.”


 

















 


4.                                       Section 7
of the Existing Agreement (Termination) is amended by replacing the phrase “within
one (1) month after the Termination Date” each time it appears with the
following: “one (1) month after the Termination Date.”


 


5.                                       Section 7(b)(5) of
the Existing Agreement (relating to amounts payable upon an involuntary
termination or termination for Good Reason) is replaced in its entirety with
the following:


 


(5)           Subject
to section 7(b)(8), continue providing all Benefits (or equivalent benefits)
for a period of three (3) years from the Termination Date (even if such
period extends beyond the date the Term would otherwise have ended);


 


6.                                       A new Section 7(b)(8) is
added to read in its entirety as follows:


 


(8)           All
reimbursements and in-kind benefits that may be provided under
section 7(b)(5) or section 7(b)(6) shall be provided
commencing on the Termination Date and ending three (3) years thereafter.
The amount of expenses eligible for reimbursement under this Agreement, or
in-kind benefits provided under this Agreement, during a year shall not affect
the expenses eligible for reimbursement, or in-kind benefits to be provided, in
any other year. The reimbursement of an eligible expense shall be made on or
before the last day of the year following the year in which the expense was
incurred. The right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit. In addition, any Life Insurance
Payments under this Agreement for a particular year shall be paid by the date
required to meet the exemption from Code section 409A for “short-term
deferrals” under Treasury Regulation §1.409A-1(b)(4).


 


7.                                       Section 7(d)(4) of
the Existing Agreement is replaced in its entirety with the following:


 


(4)           Subject
to section 7(d)(7), continue providing all Benefits (or equivalent
benefits) for a period of three (3) years from the Termination Date (even
if such period extends beyond the date the Term would otherwise have ended);


 


8.                                       A new Section 7(d)(7) is
added to read in its entirety as follows:


 


(7)           All
reimbursements and in-kind benefits that may be provided under
section 7(d)(4) or section 7(d)(5) shall be provided
commencing on the Termination Date and ending three years thereafter. The
amount of expenses eligible for reimbursement under this Agreement, or in-kind
benefits provided under this Agreement, during a year shall not affect the
expenses eligible for reimbursement, or in-kind benefits to be provided, in any
other year. The reimbursement of an eligible expense shall be made on or before
the last day of the year following the year in which the expense was incurred.
The right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit. In addition, any Life Insurance Payments under
this Agreement for a particular year shall be paid by the date required to meet
the exemption from Code section 409A for “short-term deferrals” under
Treasury Regulation §1.409A-1(b)(4).


 


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9.                                       Section 7(g) of
the Existing Agreement is amended by adding the following to the end of that
Section:


 


For purposes of this section 7(g) only, a “Change in Control”
means a change in the ownership or effective control of the Company, a change
in the ownership of a substantial portion of the assets of the Company, or any
other change or event that constitutes a “change in control event” within the
meaning of Section 409A of the Code or the Regulations thereunder.


 


10.                                 Section 8
of the Existing Agreement is amended by adding a new subsection (d) to
read in its entirety as follows:


 


(d)           Notwithstanding
anything to the contrary in this section 8, any excise tax reimbursement
gross-up payment shall be made not later than the end of the year next
following the year in which Executive remits the related taxes. In addition,
with respect to the reimbursement of expenses incurred due to a tax audit or
litigation addressing the existence or amount of a tax liability, payment shall
be made by the end of the year following the year in which the taxes that are
the subject of the audit or litigation are remitted to the taxing authority or,
where as a result of such audit or litigation no taxes are remitted, the end of
the year following the year in which the audit is completed or there is a final
and nonappealable settlement or other resolution of the litigation.


 


11.                                 Section 10(k) of
the Existing Agreement is amended by adding the following to the end thereof:


 


Notwithstanding
the foregoing, any reimbursement of fees and expenses described in this
subsection shall be made on or before the last day of the year following the
year in which the fee or expense is incurred. The amount of fees and expenses
eligible for reimbursement during a year shall not affect the fees and expenses
eligible for reimbursement in any other year. The right to reimbursement under
this subsection is not subject to liquidation or exchange for another benefit.


 


12.                                 Except as
modified by this Amendment No. 1, the provisions of the Existing Agreement
are hereby ratified and affirmed.


 


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IN WITNESS WHEREOF, the parties have executed
this Amendment No. 1 under seal as of the Effective Date.


 


	
  WITNESS/ATTEST:

  	
   

  	
  TESSCO TECHNOLOGIES INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ David Young 

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  David Young

  	
   

  
	
   

  	
   

  	
   

  	
  Senior Vice President and

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert B. Barnhill, Jr. 

  	
  (SEAL)

  
	
   

  	
   

  	
  Robert B. Barnhill, Jr.

  



 


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