Filed by Bowne Pure Compliance





EXHIBIT 10.4









[THIS AGREEMENT IS SUBJECT TO ARBITRATION]




AMENDED AND RESTATED EMPLOYMENT, 

CONFIDENTIALITY, AND NON-COMPETITION AGREEMENT




THIS AGREEMENT dated and effective as of the 30th day of December, 2008 by and
between Interphase Corporation, a Texas corporation (the “Company”), and James W. Gragg,
“Executive.” The Company’s principal place of business is located at 2901 North Dallas Parkway,
Suite 200, Plano, TX 75093.



WHEREAS, the Company and Executive are parties to that certain Employment, Confidentiality,
and Non-Competition Agreement dated November 1, 2004, which sets forth the terms and conditions of
the Executive’s employment with the Company; and



WHEREAS, the Company and Executive desire to amend and restate such agreement on the terms and
conditions set forth herein in a manner intended to take into account the provisions of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”);



NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and promises
hereinafter contained, do hereby agree as follows:



Background Statement




The Company enables rapid platform design and integration for the global voice and data
communications markets through custom and off-the-shelf communications equipment, embedded software
development suites, and systems integration and consulting services for telecom and enterprise
networks. Executive desires to continue to be employed by the Company. The Company desires to
continue to employ Executive under the terms and conditions of this Agreement.



This Agreement sets forth the terms of Executive’s employment. The parties agree that this
Agreement is supported by valuable consideration, that mutual promises and obligations have been
undertaken by the parties to it, and that the agreement is entered into voluntarily by the parties.



Statement of Agreement





	1.	 	Duties. Executive shall devote Executive’s best efforts to the business of the Company.
Executive shall perform such duties and responsibilities customary to the position of Vice
President of Operations & Fulfillment, including those described on Exhibit A to this
Agreement. Executive shall also perform those duties assigned by the Company from time to
time.






 


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	2.	 	Terms. The “initial term” of employment under this Agreement, as amended and restated,
shall terminate on May 1, 2009, the end of the current term of this Agreement. The initial
term of this amended and restated Agreement shall automatically renew for successive six (6)
month periods, referred to as “successor terms,” unless either party gives thirty (30) days
written notice of its intention not to renew prior to the expiration of the initial or any
successor term or Executive is terminated for Cause (as described in Paragraph 3(c) of This
Agreement).

	 
	3.	 	Terminable For Cause or on Account of Death or Disability. This Agreement may be terminated
by the Company prior to the expiration of the initial term or any successor term as follows:







	 	(a)	 	Due to the death of Executive;

	 
	 	(b)	 	Due to a physical or mental disability which prevents Executive from performing
the essential functions of his full duties for a period of ninety (90) consecutive days
during the term of this Agreement, as determined in good faith by a physician
reasonably acceptable to the Company; or,

	 
	 	(c)	 	For Cause, which is (i) fraud, misappropriation, embezzlement, dishonesty, or
other act of material misconduct against the Company or any affiliate of the Company;
(ii) failure to perform specific and lawful directives of Executive’s superiors; (iii)
violation of any rules or regulations of any governmental or regulatory body, which is
materially injurious to the financial condition of the Company; (iv) conviction of or
plea of guilty or nolo contendere to a felony; (v) violation of the provisions of
Paragraphs 8, 9, 10, 11, 13, or 16; or, (vi) substantial failure to perform the duties
and responsibilities of Executive under this Agreement.







	 	 	In the event of termination under this Paragraph 3, Executive shall be entitled only to
Executive’s base salary earned through the date of termination paid in accordance with the
Company’s normal payroll practices. No accrued but unpaid bonuses or commissions shall be
due to Executive.

	 
	4.	 	Termination Without Cause or Nonrenewal.







	 	(a)	 	In the event (i) the Company gives Executive thirty (30) days written notice of
its intention not renew a term of this Agreement, pursuant to the provisions of
Paragraph 2 and at the time the term of this Agreement expires as a result of such
notice, Executive is willing and able to execute a new agreement containing terms and
conditions substantially similar to those in this Agreement and to continue to provide
services to the Company substantially similar to the services provided at the time the
term expires or (ii) Executive is terminated during a term of this Agreement without
Cause, the Executive shall receive (A) the balance of base salary due under this
Agreement for the balance of its term on the regular pay dates of the Company (the
“Remaining Term Payments”) and thereafter, (B) subject to the Executive’s execution of
a general release of claims and





 


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	 	 	 	covenant not to sue in a form acceptable to the company (the “Release”), severance pay based
on Executive’s monthly base salary at the time of termination in an amount equal to
six (6) months of such monthly base salary, payable in bi-weekly installments in
accordance with the Company’s normal payroll practices (the “Severance Payments”).
In addition, if Executive is eligible for Severance Payments and has executed a
Release, and in connection with Executive’s termination of employment Executive is
eligible for and timely elects to continue Executive’s coverage under the Company’s
group health plan pursuant to Section 4980B of the Internal Revenue Code of 1986, as
amended (the “Code”) and Section 601 et.esq. of the Employee Retirement Income
Security Act of 1974, as amended (“COBRA Coverage”), the Company will pay the
individual premium cost for COBRA Coverage for Executive for the period during which
Executive is receiving Remaining Term Payments and Severance Payments or such
shorter period during which Executive continues to be eligible for COBRA Coverage.

	 
	 	(b)	 	The Company shall begin payment of the Severance Payments on the first
regularly scheduled payroll date of the Company occurring after completion of the
Remaining Term payments, if any, provided Executive has executed and delivered the
Release to the Company prior to such date (and not revoked the Release during the
applicable revocation period). Notwithstanding any provision in the preceding sentence
to the contrary, if the Severance Payments would be considered “non-qualified deferred
compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), the payment of Severance Payments shall commence on the first regularly
scheduled payroll date of the Company following the later of (i) sixty (60) days
following Executive’s date of termination or (ii) completion of the Remaining Term
Payments; provided Executive has executed and delivered the Release to the Company
prior to such date (and not revoked the Release during the applicable revocation
period). The form of the Release will be provided to the Executive not later than five
(5) days following Executive’s date of termination.

	 
	 	(c)	 	No accrued but unpaid bonuses or commissions shall be due to Executive under
this Paragraph 4. No other severance payment or benefits shall be due Executive other
than those provided for under this Agreement. Notwithstanding anything stated herein
to the contrary, in the event Executive becomes employed during the period in which the
Executive is eligible to receive post-employment payments under this Paragraph 4,
Executive shall notify the Company of such employment within ten (10) days following
the employment commencement date and any amounts received by Executive in the form of
compensation, salary, or other payments as a result of such employment shall reduce any
remaining Severance Payments or other amounts or liability owed by the Company to the
Executive under this Paragraph 4.






 


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	5.	 	Compensation. Employer shall pay and provide benefits to Executive according to the
provisions of Executive’s compensation plan described in the attached Exhibit B. Executive’s
compensation plan shall be reviewed on a periodic basis. The Company reserves the right, and
Executive hereby authorizes Company, to make deductions from
Executive’s pay or bonuses to satisfy any outstanding obligations of Executive to the
Company. The Company may offset against the final payment of wages or bonuses owed to
Executive any amounts due the Company from Executive; provided, however, no such offset
shall be made against any amount in excess of $5,000 that is considered to be “non-qualified
deferred compensation” under Section 409A of the Code.

	 
	6.	 	Changes in Position, Location, or Compensation. If the Company transfers, promotes, or
reassigns Executive to another position or geographic area, or both parties agree to a change
in compensation or benefits during a term of this Agreement or upon the renewal of a term of
this Agreement, an updated employment agreement may be substituted by agreement of the parties
but is not required. Mutually-agreeable changes in compensation or benefits shall be effected
by amendment to and incorporation of a modified Exhibit B, initialed by the parties or their
authorized representative. All provisions, promises, terms or conditions not modified by an
amendment of Exhibits A — C shall remain in effect and shall not be deemed revoked or
modified beyond the changes set forth in one or more amended Exhibits. Notwithstanding the
preceding, any changes or amendments to this Agreement shall be consistent with the provisions
of Sections 20 and 21 hereof.

	 
	7.	 	Executive Representation/Warranty. Executive represents that Executive is not a party to any
agreement with a third party, or limited by a court order, containing a non-competition
provision or other restriction which would preclude Executive’s employment with Company or any
of the services which Executive will provide on the Company’s behalf.

	 
	8.	 	Duty of Loyalty. Executive acknowledges the common law duties of reasonable care, loyalty,
and honesty which arise out of the principal/agent relationship of the parties. While
employed and thereafter for whatever term the law may impose, Executive shall not engage in
any activity to the detriment of the Company. By way of illustration and not as a limitation,
Executive shall not discuss with any customer or potential customer of the Company any plans
by Executive or any other Executives of the Company to leave the employment of the Company and
compete with the Company.

	 
	9.	 	Company Documents. Executive agrees and acknowledges that Executive holds as the Company’s
property all memoranda, books, papers, letters, and other data, including duplicates, relating
to the Company’s business and affairs (“Company Documents”). This includes Company Documents
created or used by Executive or otherwise coming into Executive’s possession in connection
with the performance of Executive’s job duties. All Company Documents in the possession,
custody, or control of Executive shall be returned to the Company at the time of termination
of employment.






 


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Confidential Information and Non-Competition





	10.	 	In exchange for the mutual promises and obligations contained in this Agreement, and
contemporaneous with its execution or soon thereafter, Employer promises to deliver to
Executive or permit Executive to acquire, be exposed to, and/or have access to material, data,
and information of the Company and/or its customers or clients that is confidential,
proprietary and/or a trade secret (“Confidential Information”). At all times, both during
and after the termination of employment, the Executive shall keep and retain in confidence
and shall not disclose, except as required in the course of the Executive’s employment with
the Company, to any person, firm or corporation, or use for the Executive’s own purposes,
any Confidential Information. For the purposes of this Paragraph, such information shall
include, but is not limited to:







	 	(a)	 	The Company’s standard operating procedures, processes, formulae, know-how,
scientific, technical, or product information, whether patentable or not, which is of
value to the Company and not generally known by the Company’s competitors;

	 
	 	(b)	 	All confidential information obtained from third parties and customers
concerning their products, business, or equipment specifications;

	 
	 	(c)	 	Confidential business information of the Company, including, but not limited
to, marketing and business plans, strategies, projections, business opportunities,
client identities or lists, sales and cost information, internal financial statements
or reports, profit, loss, or margin information, customer price information; and,

	 
	 	(d)	 	Other information designated by the Company or deemed by law to be confidential
information.







	11.	 	Non-Competition. In consideration of the mutual promises contained in this Agreement, the
sufficiency of which is acknowledged by the parties, Executive agrees that during the term of
his employment and for a period of twelve (12) calendar months after termination of employment
from the Company (whether voluntary or involuntary), Executive shall not, directly or
indirectly, either as principal, agent, manager, employee, partner, shareholder, director,
officer, consultant or otherwise:







	 	(a)	 	Become associated or affiliated with, employed by, or financially interested in
any business operation which competes in the business currently engaged in by Company.
(The phrase “business currently engaged in by the Company” includes, but is not limited
to, the type of activities in which the Company was engaged during Executive’s tenure,
such as designs and delivers high performance connectivity adapters for computer and
telecommunication networks.)

	 
	 	(b)	 	Solicit or attempt to solicit the business or patronage of any person, firm,
corporation, partnership, association, department of government or other entity with
whom the Company has had any contact during a period of twelve (12) calendar months
preceding the date of this Agreement (“Customers”), or otherwise induce such Customers
to reduce, terminate, restrict or otherwise alter business relationships with the
Company in any fashion; or,

	 
	 	(c)	 	In any way solicit or attempt to solicit the business or patronage of any
Customers.






 


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	 	(d)	 	The parties intend the above restrictions on competition to be completely
severable and independent, and any invalidity or unenforceability of any one or more
such restrictions shall not render invalid or unenforceable any one or more
restrictions.







	12.	 	Limitations on Scope. In recognition of the broad geographic scope of the Company’s business
and the ease of competing with the Company in any part of the United States, the restrictions
on competition set forth herein are intended to cover the following geographic areas:







	 	(a)	 	The geographic territory identified on the attached Exhibit C;

	 
	 	(b)	 	The cities containing a facility or operation owned or managed by the Company;
and,

	 
	 	(c)	 	A fifty (50) mile radius outside the boundary limits of each such city.







	 	 	The parties intend the above geographical areas to be completely severable and independent,
and any invalidity or unenforceability of this Agreement with respect to any one area shall
not render this Agreement unenforceable as applied to any one or more of the other areas.

	 
	13.	 	Non-Solicitation of Employees. During employment and for a period of twelve (12) months
after termination, Executive agrees not to hire, employ, solicit, divert, recruit, or attempt
to induce, directly or indirectly, any existing or future employee of the Company to leave
their position with the Company or to become associated with a competing business.






Remedies for Breach





	14.	 	Company’s Right to Obtain an Injunction. Executive acknowledges that the Company will have
no adequate means of protecting its rights under Paragraphs 10, 11, 12, or 13 of this
Agreement other than be securing an injunction (a court order prohibiting the Executive from
violating the Agreement). Accordingly, the Executive agrees that the Company is entitled to
enforce this Agreement by obtaining a temporary, preliminary, and permanent injunction and any
other appropriate equitable relief. Executive acknowledges that the Company’s recovery of
damages will not be an adequate means to redress a breach of this Agreement. Nothing
contained in this Paragraph, however, shall prohibit the Company from pursuing any remedies in
addition to injunctive relief, including recovery of damages. Executive expressly
acknowledges that the Company has sole discretion regarding whether to seek a remedy for
breaches of Paragraphs 10, 11, 12, or 13 in a court of competent jurisdiction or by
arbitration procedures outlined in Paragraph 15.






 


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	15.	 	Arbitration. Executive and the Company agree that any unresolved dispute or controversy
involving a claim for monetary damages and/or declaratory or injunctive relief arising under
or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a single arbitrator in Dallas, Texas, according to the rules
of the American Arbitration Association then in effect. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction. The direct expense of any arbitration
proceeding shall be borne by the Company. Notwithstanding the foregoing, nothing in this
Paragraph is intended to subject a claim by either party arising under Paragraphs 10, 11,
12, or 13 to mandatory arbitration. Any claim arising under Paragraphs 10, 11, 12, or 13
shall be litigated in the courts of the relevant jurisdiction and venue.






Inventions and Discoveries





	16.	 	Discoveries, Inventions, & Copyrights. Executive shall disclose promptly to the Company any
and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether
patentable or not, which are conceived or made by the Executive, solely or jointly, during
Executive’s term of employment and which pertain to the business activities of the Company.
Executive hereby assigns and agrees to assign all his interest therein to the Company or to
its nominee. Whenever requested to do so by the Company, Executive shall execute any and all
applications, assignments, or other instruments which the Company shall deem necessary to
apply for and obtain Letters of Patent of the United States or any foreign country or to
otherwise protect the Company’s interest therein.






General Provisions





	17.	 	Condition to Seeking Subsequent Employment. Executive agrees to show a copy of this
Agreement to any Competitor with whom Executive interviews during the Executive’s employment
with the Company or with whom the Executive interviews within twelve (12) months following the
effective date of the termination of the Executive’s employment with the Company.

	 
	18.	 	Attorneys’ Fees. If any party shall obtain a final judgment of a court of competent
jurisdiction, subject to no further appeal, pursuant to which any other party shall be
determined to have breached its obligations hereunder or made any misrepresentations, such
prevailing party shall be entitled to recover, in addition to any award of damages, reasonable
attorneys’ fees, costs, and expenses incurred by such party in obtaining such judgment.

	 
	19.	 	Non-Disparagement and Confidentiality. Except as may be required by law or as consented to
in writing by an authorized officer or agent of the Company, Executive agrees not to make any
statements whatsoever, directly or indirectly, written or oral, which could reasonably become
public, which could be interpreted as embarrassing, disparaging, prejudicial, or in any way
detrimental or inimical to the interests of the Company. Furthermore, Executive agrees to
hold confidential and not to disclose, make public, or to communicate orally or in writing to
any person or entity (other than Executive’s significant other and immediate family), directly
or indirectly, the terms of this Agreement or any matters set forth herein, except only: (a)
as may be compelled by court orders; (b) as may be necessary to enforce the terms of this
Agreement; (c) to legal, accounting, and financial advisors; (d) as may be necessary in
connection with the
application for or obtaining loans or credit; (e) as may be necessary to comply with
applicable laws and government regulations; or, (f) as may be necessary or desirable in
obtaining future employment.






 


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	20.	 	Additional Termination Provisions.







	 	(a)	 	Separation from Service. Notwithstanding anything to the contrary in this
Agreement, with respect to the Severance Payments or any other amounts payable to
Executive under this Agreement in connection with a termination of Executive’s
employment that would be considered “non-qualified deferred compensation” under Section
409A of the Code, in no event shall a termination of employment be considered to have
occurred under this Agreement unless such termination constitutes Executive’s
“separation from service” with the Company as such term is defined in Treasury
Regulation Section 1.409A-1(h) and any successor provision thereto (“Separation from
Service”).

	 
	 	(b)	 	Section 409A Compliance. Notwithstanding anything contained in this Agreement
to the Contrary, to the maximum extent permitted by applicable law, the Remaining Term
Payments and the Severance Payments payable to Executive pursuant to Paragraph 4 shall
be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to
separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to
short-term deferrals). However, to the extent any such payments are treated as
“non-qualified deferred compensation” subject to Section 409A of the Code, and if
Executive is deemed at the time of his Separation from Service to be a “specified
employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent
delayed commencement of any portion of the benefits to which Executive is entitled
under this Agreement is required in order to avoid a prohibited payment under Section
409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination benefits shall
not be provided to Executive prior to the earlier of (i) the expiration of the
six-month period measured from the date of Executive’s Separation from Service or (ii)
the date of Executive’s death. Upon the earlier of such dates, all payments deferred
pursuant to this Paragraph 20(b) shall be paid in a lump sum to Executive. The
determination of whether Executive is a “specified employee” for purposes of Section
409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall made
by the Company in accordance with the terms of Section 409A of the Code and applicable
guidance thereunder (including without limitation Treasury Regulation Section
1.409A-1(i) and any successor provision thereto).







	21.	 	Section 409A; Separate Payments. This Agreement is intended to be written, administered,
interpreted and construed in a manner such that no payment or benefits provided under the
Agreement become subject to (a) the gross income inclusion set forth within Section
409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section
409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where
appropriate, the construction of defined terms to have meanings that would not cause the
imposition of Section 409A Penalties. In no event shall the
Company be required to provide a tax gross-up payment to Executive or otherwise reimburse
Executive with respect to Section 409A Penalties. For purposes of Section 409A of the Code
(including, without limitation, for purposes of Treasury Regulation Section
1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this
Agreement shall be treated as a separate and distinct payment and shall not collectively be
treated as a single payment. Executive acknowledges and understands that neither the
Company nor any employee or agent of the Company has provided Executive any tax advice
regarding this Agreement or amounts payable under this Agreement and that the Company has
urged Executive to seek advice from Executive’s own tax advisor regarding the tax
consequences of this Agreement to Executive.






 


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	22.	 	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Company, its subsidiaries, affiliates, successors, and assigns.

	 
	23.	 	Nonwaiver. Any waiver by the Company of a breach of any provision of this Agreement must be
in writing and signed by the Company to be effective. Any waiver by the Company of a breach
of any provision of this Agreement shall not operate or be construed as a waiver by the
Company of any different or subsequent breach of this Agreement by Executive.

	 
	24.	 	Applicable Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas, without giving effect to the conflict of laws provisions thereof.

	 
	25.	 	Forum Selection Clause. Any and all causes of action for equitable relief relating to the
enforcement of this Agreement and not otherwise subject to the mandatory arbitration
provisions of Paragraph 15 may, in the Employer’s sole discretion, be brought in the United
States District Court for the Northern District of Texas or the Dallas County District of the
Texas State Courts. The parties agree that the provisions of this Paragraph benefit both
Employer and Executive. Any and all causes of action by and between Employer and Executive
can be quickly and efficiently resolved in the agreed-upon forum, which will not unduly burden
either Employer or Executive, and which will substantially aid Employer and Executive in
providing the opportunity for uniform treatment with respect to any issues relating to the
covenants contained in this Agreement.

	 
	26.	 	Entire Agreement; Amendment. This Agreement represents the entire agreement between the
Company and the Executive with respect to the subject matter hereof, supersedes all prior
agreements dealing with the same subject matter. This Agreement may be amended at any time by
the mutual consent of the parties hereto, with any such amendment to be invalid unless in
writing, signed by the Company and Executive; provided that any such amendment shall be
consistent with the provisions of Paragraphs 20 and 21 hereof.

	 
	27.	 	Severability. The invalidity of any term or provision of this Agreement, including any term
or provision of Paragraphs 10, 11, 12, or 13 shall not invalidate or otherwise affect any
other term or provision of this Agreement.






 


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IN WITNESS WHEREOF, the Company and Executive have duly executed this Agreement to be effective as
of the day and year first above written.



	 	 	 	 	 
	 	 	Interphase Corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gregory B. Kalush
	 

	 	 	 	 
	 

	 	 	 	Gregory B. Kalush
	 
	 	 	 	 
	 	 	Its: President and Chief Executive Officer
	 
	 	 	 	 
	 	 	Executive
	 
	 	 	 	 
	 	 	/s/ James W. Gragg
	 	 	 
	 	 	James W. Gragg






 


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Exhibit A









Job Description




	 	 	 
	Job Title: Vice President, Operations & Fulfillment

	 	Department: Manufacturing
	Reports To: CEO

	 	FLSA Status: Exempt
	Prepared By: D. Shute

	 	Approved By: CEO & HR
	Prepared Date: 10/29/04

	 	Approved Date: 10/29/04






SUMMARY

Responsible for directing and controlling multiple manufacturing and operational functions,
including, Material Planning, Quality Assurance, Incoming Inspection, Inventory Control, Surface
Mount Board Assembly, Rework/touchup of assemblies, Mechanical Assembly, Production Test, Final
Inspection, and Shipping and Receiving. Responsibility also includes the leadership of the Customer
Fulfillment, Documentation Control, Return Material (RMA), and Manufacturing and Test Engineering
Departments. Also chartered with ensuring the overall internal and external customer experience at
Interphase is as close to best-in-class as possible in the areas for which this position is
responsible.



ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned.
Management reserves the right to change these duties at any time.




	1.	 	Ensures Interphase manufactures an extremely high quality product to customer and/or company
specifications, and that the product is delivered on time and in the manner in which the
customer and/or company expects.

	 
	2.	 	Responsible for creating and maintaining a best-in-class manufacturing organization
consisting of quality people, processes, programs, and products.

	 
	3.	 	Responsible for ensuring the company satisfactorily maintains its ISO:9000 and TL9000 quality
certifications.

	 
	4.	 	Ensure effective communication, coordination, processes, and procedures between all
cross-functional areas in Operations & Fulfillment, particularly between order management,
contracts, configurations, production planning, and document control.

	 
	5.	 	Sets the long-term vision and mission of the organization, identifying short-term and
long-term objectives, and developing strategies and tactics to link those objectives to
corporate goals. Conveys initiatives, goals and values throughout the organization, and
ensure management team does as well.

	 
	6.	 	Ensures key departmental metrics are established and performance to goals are tracked and
reported on.






 


 









 








	7.	 	Responsible for participating in the company’s annual planning process, including strategic
decision making on future direction of company, developing functional operational plan,
establishing budgets, etc.

	 
	8.	 	Personally manages the Engineering Departments associated with manufacturing including
Manufacturing Engineering, Test Engineering and Component Engineering.

	 
	9.	 	Assists Production Planning with determination of manufacturing schedules, capacity analysis
and inventory requirements. Involves detailed management of purchasing and inventory based on
input from Executive Master Schedules, Sales Outlooks, OEM forecasts and historical material
requirements.

	 
	10.	 	Ensures adequate training of managers and other manufacturing employees in related processes
to accepted industry standards and applicable laws.

	 
	11.	 	Provides tactical initiatives and solutions to the manufacturing processes to ensure the
ability to manufacture the advanced technology of LAN, SAN and WAN products.

	 
	12.	 	Maintains concise communications with the executive team to provide timely status and
important issues for their review and recommendations.

	 
	13.	 	Participates in contract reviews, customer audits, as well as ISO audits, providing
management responsibility representation and manufacturing process review.

	 
	14.	 	Leads the investigation and resolution efforts whenever product issues are determined to
exist with a customer.






SUPERVISORY RESPONSIBILITIES

Manages several subordinate managers and staff including the Director of Customer Fulfillment, Sr.
Manager of Manufacturing, Manager of Quality Assurance, and the Test Engineering team. Also, matrix
manages the Manager of Purchasing. Is responsible for the overall direction, coordination, and
evaluation of these units. Carries out supervisory responsibilities in accordance with the
organization’s policies and applicable laws. Responsibilities include interviewing, hiring, and
training employees; planning, assigning, and directing work; appraising performance; rewarding and
disciplining employees; addressing complaints and resolving problems.



QUALIFICATIONS To perform this job successfully, an individual must be able to perform each
essential duty satisfactorily. The requirements listed below are representative of the knowledge,
skill, and/or ability required. Reasonable accommodations may be made to enable individuals with
disabilities to perform the essential functions.



EDUCATION and/or EXPERIENCE

Bachelor’s degree or higher in engineering or business, or equivalent, with 15 or more years
experience in the electronic manufacturing industry, or equivalent combination of education and
experience.


 


 









 





OTHER SKILLS AND ABILITIES

Knowledge of general business and accounting practices related to budgets, costing and inventory
management. Excellent interpersonal skills (written and verbal communication), ability to
effectively lead teams of people toward common goals even under difficult circumstances, and
the ability to motivate others. Strong negotiation and conflict resolution skills necessary.
Ability to effectively conduct presentations to the rest of the company, our customers, and
our Board of Directors. May be requested to participate in industry forums or associations on
behalf of the company.



OTHER QUALIFICATIONS

Very computer literate. Proficient with the Microsoft Suite of products to create Excel
spreadsheets and PowerPoint presentations, and well as do email and Word documents. Must be able
to conduct effective cost-benefit analyses on capital expenditure requests, automation
enhancements, department initiatives, etc.



REASONING ABILITY

Must demonstrate the ability to analyze and solve problems related to people and manufacturing
processes.



PHYSICAL DEMANDS The physical demands described here are representative of those that must be met
by an employee to successfully perform the essential functions of this job. Reasonable
accommodations may be made to enable individuals with disabilities to perform the essential
functions.



While performing the duties of this job, the employee is regularly required to talk or hear. The
employee frequently is required to walk; sit; use hands to finger, handle, or feel; and reach with
hands and arms. The employee is occasionally required to stand. The employee must occasionally
lift and/or move up to 25 pounds. Specific vision abilities required by this job include color
vision, close vision, and ability to adjust focus.



WORK ENVIRONMENT The work environment characteristics described here are representative of those
an employee encounters while performing the essential functions of this job. Reasonable
accommodations may be made to enable individuals with disabilities to perform the essential
functions.



This position does require occasional travel, both national and international. Employee must
possess, or be qualified to obtain, a valid passport.



The noise level in the work environment is usually moderate—manufacturing and normal office
environment.



Initials _____

_____




Exhibit A




 


 









 







Exhibit B




Compensation




Base Salary. $6,730.77 per pay period ($175,000/year on an annual basis), of which there are 26 in
each calendar year, less deductions as may be required by law or authorized by Executive.



Performance Bonus. Executive shall be eligible for an annual bonus for FY2008 in an amount up to
$45,000 under and subject to the terms and conditions of the Company’s Executive Bonus Plan.
During the term of this Agreement, Executive shall be eligible for an annual bonus under the
Company’s existing Executive Bonus Plan as determined by the Compensation Committee of the
Company’s Board of Directors (the “Compensation Committee”) in its sole discretion (collectively,
“Annual Bonus”). It is generally anticipated that Executive’s Annual Bonus target will be an
amount not less than $30,000. The opportunity to earn an Annual Bonus and the actual amount of the
Annual Bonus will be determined in accordance with criteria established by the Compensation
Committee and based on Executive’s achievement of specific corporate objectives, as determined by
the Compensation Committee. Executive must continue to be employed by the Company through the
payment date of any such Annual Bonus as a condition to receiving the bonus.



Equity Awards. Pursuant to the provisions of this Agreement prior to its amendment and restatement
as set forth herein, the Company has, according to the Company’s Long-Term Stock Incentive Plan,
granted to Executive options to purchase 10,000 shares of common stock of the Company. Executive’s
right, title, and interest to any stock options conferred under the Employment Agreement shall be
controlled and governed by terms and conditions of the Company’s Long-Term Stock Incentive Plan.
Executive shall be eligible to participate in equity awards as determined by the Compensation
Committee under the Company’s Long-Term Stock Incentive Plan or other equity award plan maintained
by the Company during the term of this Agreement.



Severance Pay. Executive shall be eligible for 6 months of base salary, subject to terms and
conditions of this Agreement. Please refer to Paragraph 4 of this Agreement, “Termination Without
Cause or Nonrenewal.”



Vacation and Leave. Executive shall be entitled to four (4) weeks of vacation per year, accrued
monthly, and in accordance with the Company’s vacation policy in effect from time to time, and six
(6) sick days per year, and any other paid leave benefits provided for in the Company’s Policy
Guide.



Office Furnishings. The Company agrees to provide, and has already provided, office space and
furnishings to Executive commensurate with the Company’s decor and culture.



Executive Benefit Plans. Executive shall be eligible to participate in any profit sharing,
retirement, medical benefit, or disability benefit plan maintained by the Company from time to time
during the term of this Agreement for its similarly situated executives, if any, according to the
terms and conditions of those plans.



Initials:_____

_____




Exhibit B




 


 









 







Exhibit C




Designated Cities — Per Paragraph 11a of Employment, Confidentiality,

and Non-Compete Agreement.




The Continental United States




Initials:_____

_____




Exhibit C