EX-10.1






Exhibit 10.1




SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 4, 2007, by and
between TELULAR CORPORATION, a Delaware corporation (the “Company”), and Michael J. Boyle, a
resident of Illinois (the “Executive”);



WITNESSETH:




WHEREAS, the Company has heretofore entered into that certain Amended and Restated Employment
Agreement with the Executive, dated as of October 31, 2006 (the “Amended and Restated Agreement”);
and



WHEREAS, the Company and the Executive wish to amend the Amended and Restated Agreement in
certain respects, and to restate the entire agreement as so amended;



NOW, THEREFORE, in consideration of the mutual obligations set forth herein, the Amended and
Restated Agreement is hereby amended and restated, effective as of November 30, 2007, to read in
its entirety as follows:




	 	1.	 	Engagement. The Company hereby agrees to employ the Executive as its
President and Chief Executive Officer, and the Executive hereby accepts such
employment, on the terms and conditions hereinafter set forth. The Executive’s
principal place of business shall be at the headquarters of the Company.






	 	2.	 	Term of Employment. The Executive’s employment by the Company
commenced on August 1, 2005 (the “Effective Date”). Employment shall be on an
“at-will” basis and, unless sooner terminated in accordance with the terms hereof,
shall continue in effect until the earlier of (a) the effective date of the Company’s
appointment a new President and Chief Executive Officer (other than an interim
President or Chief Executive Officer) (the “Succession Date”) and (b) termination by
either party upon at least 60 days’ prior notice to the other party. The period of
employment of the Executive by the Company is referred to herein as the “Term.”






	 	3.	 	Duties. During the Term, the Executive shall serve as the Company’s
President and Chief Executive Officer and shall have such duties and responsibilities
as are set forth in the Company’s Bylaws and such other executive responsibilities and
performances as may be assigned to him from time to time by the Board of Directors of
the Company (the “Board”). The Executive shall use his best efforts and shall act in
good faith in performing all duties reasonably required to be performed by him under
this Agreement.






	 	4.	 	Availability. The Executive shall devote his entire working time,
attention and energies to the Company’s business and, during the term of this
Agreement, shall not be engaged in any other business activity without the express
written approval of the Board.






	 	5.	 	Expenses. The Company shall reimburse the Executive, promptly upon
presentation of itemized vouchers, for all ordinary and necessary business expenses
incurred by the Executive in the performance of his duties hereunder.






	 	6.	 	Compensation. As compensation for the services to be rendered
hereunder, the Company agrees as follows:






	 	a)	 	The Company shall pay to the Executive an annual base salary
(the “Base Salary”) which shall be at the annual rate of $375,000 effective
October 1, 2007. The Base Salary shall be paid in accordance with the
Company’s normal payroll practice.






	 	b)	 	The Executive shall be entitled to an annual incentive payment
of up to $200,000. Twenty-five percent (25%) of this payment shall be based on
the achievement of certain targets established by the Compensation Committee of
the Company (the “Compensation Committee”). Seventy-five percent (75%) of this
payment shall be based upon the satisfaction of certain annual business
performance goals set by the Compensation Committee.






	 	c)	 	The Company shall permit the Executive to participate in such
pension, 401(k), and other employee benefit plans as are made available to
employees of the Company generally. The Executive shall be entitled to four
weeks of paid vacation per year.






	 	7.	 	Stock Options. Under a stock option grant dated October 30, 2007 (the
“October 2007 Grant”), the Company has granted to the Executive under the Company’s
Stock Incentive Plan a nonqualified stock option to purchase 60,000 shares of the
Company’s common stock.






	 	8.	 	Ownership of Proprietary Information. All right, title and interest of
every kind and nature whatsoever in and to discoveries, inventions, improvements,
patents (and applications therefore), copyrights, ideas, know-how, laboratory
notebooks, creations, properties and all other proprietary rights arising from, or in
any way related to, the Executive’s employment hereunder shall become and remain the
exclusive property of the Company, and the Executive shall have no interest therein.






	 	9.	 	Trade Secrets. The Executive shall not, during the Term or thereafter,
disclose to anyone (except to the extent reasonably necessary for the Executive to
perform his duties hereunder or as may be required by law) any confidential information
concerning the business or affairs of the Company (or of any affiliate or subsidiary of
the Company), including but not limited to lists of customers, business plans, joint
ventures, financial or cost information, and confidential scientific and technological
information (whether of the Company or entrusted to the Company by a third party under
a confidentiality agreement or understanding) which the Executive shall have acquired
in the course of, or incident to, the performance of his duties pursuant to the terms
of this Agreement or pursuant to any prior dealings with the Company or any affiliate
or subsidiary of the Company. In the event of a breach or threatened breach by the
Executive of the provisions of this Section 9, the Company shall be entitled to an
injunction restraining the Executive from disclosing, in whole or in part, such
information or from rendering any services to any person, firm, corporation,
association or other entity to whom such information has been disclosed or is
threatened to be disclosed. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to the Company for such breach or
threatened breach, including the recovery of damages from the Executive. Nothing
herein shall be construed as prohibiting the Executive from disclosing to anyone any
information which is, or which becomes, available to the public (other than by reason
of a violation of this Section 9) or which is a matter of general business knowledge or
experience.






	 	10.	 	Expiration of Term. Immediately upon the Succession Date, provided
that Executive remains employed by the Company pursuant to this terms of this Agreement
through that date, the following shall occur:






	 	a)	 	Effective as of the Succession Date, the Executive shall be
deemed to have retired. The Executive shall be entitled to receive (i) payment
of all accrued and unpaid Base Salary through the Succession Date, (ii)
reimbursement in accordance with Company policy of all out-of-pocket expenses
incurred by the Executive on behalf of the Company through the Succession Date,
and (iii) a pro rated (based on the number of months between October 1, 2007,
and the Succession Date, relative to the full fiscal year) portion of the
annual incentive payment described in Section 6(b), payable when and as such
payment would have been payable had Executive continued to be employed by the
Company.






	 	b)	 	As of November 30, 2007, the Executive is currently the holder
of 208,168 outstanding stock options of which, upon the Succession Date,
133,332 will be vested. The vesting of the unvested stock options on the
Succession Date shall be as follows:






	 	(1)	 	The 58,334 options which, in
accordance with the terms of the Company’s August 1, 2005, grant
to the Executive under the Nonqualified Stock Option Agreement,
dated as of July 22, 2005 (the “July 2005 Agreement”), will not
become vested until August 1, 2008, shall, notwithstanding
Section 5 of the July 2005 Agreement, become fully vested
immediately upon the Succession Date.






	 	(2)	 	16,667 of the 33,334 options
which, in accordance with the terms of the Company’s July 21,
2006, grant to the Executive under the Nonqualified Stock Option
Agreement, will not become vested until July 21, 2008, shall
become fully vested immediately upon the Succession Date. The
remaining 16,667 unvested options shall be cancelled in
accordance with the terms of their grant.






	 	(3)	 	Of the 60,000 options granted
under the terms of the October 2007 Grant, 1,667 options will
become fully vested immediately upon the Succession Date for
each full month of the Term ending prior to the Succession Date,
provided, however, that in the event that the Succession Date
occurs on or prior to May 1, 2008, at least 10,002 of such
options will become fully vested on such Succession Date;
provided, further, that no such option shall in any event be
exercisable sooner than six months after the date of grant. The
remaining options shall be cancelled in accordance with the
October 2007 Grant.






	 	c)	 	For a period of 12 months commencing immediately upon the
Succession Date, the Company shall pay on behalf of the Executive the insurance
premiums associated with the continuation pursuant to COBRA of the Executive’s
medical insurance coverage under all of the Company’s medical plans covering
the senior executive officers of the Company. All payments to be made pursuant
to this Section 10(b) shall be subject to appropriate withholding for federal,
state and other applicable taxes, to the extent required by law.






	 	11.	 	Termination For Cause. The Company may terminate the employment of the
Executive under this Agreement in the event that the Board determines that the
Executive (a) has materially and substantially breached his obligations under Section
8, 9, or 14 of this Agreement, provided that the employment of the Executive shall not
be terminated under this clause (a) unless the Executive is given notice in writing
that the conduct in question constitutes grounds for termination under this Section 11
and the Executive is allowed at least thirty (30) days to remedy the breach, (b) has
been convicted of a felony constituting a crime of moral turpitude (whether or not in
conjunction with the performance by the Executive of his duties under this Agreement),
or (c) has through willful misconduct or gross negligence engaged in an act or course
of conduct that causes material injury to the Company (or any affiliate or subsidiary
of the Company). If the employment of the Executive under this Agreement is terminated
under this Section 11, the Board shall give written notice to the Executive specifying
the cause of such action. Upon a termination of employment under this Section 11, the
Company shall be relieved of all further obligations under this Agreement, other than
the payment of any accrued and unpaid Base Salary through the date of termination and
any expenses for which the Executive is entitled to be reimbursed pursuant to Section
5. Notwithstanding such termination of employment, the Executive shall continue to be
bound by the provisions of Sections 8, 9, and 14.






	 	12.	 	Termination Without Cause.






	 	a)	 	If, prior to the Succession Date, the employment of the
Executive is terminated (i) by the Company other than for Cause or as provided
in Section 13, or (ii) by resignation of the Executive because the
responsibilities and duties of the Executive are, other than for Cause,
materially diminished or changed by the Company in a manner that materially
impairs the Executive’s ability to function as the Chief Executive Officer of
the Company (provided that such diminution or change is not cured by the
Company within 30 days after receiving notice thereof from the Executive), the
Executive shall be entitled to receive, no later than 60 days following such
termination, a Severance Payment (as defined herein).






	 	b)	 	For purposes hereof, “Severance Payment” shall mean: (i) upon
termination effective date, or upon or after any Change in Control, a lump sum
amount equal to the Executive’s annual Base Salary at the time of such
termination.






	 	c)	 	Termination of employment under this Section 12 shall not
terminate the Executive’s obligations under Sections 8, 9 and 14.






	 	13.	 	Death or Disability of the Executive. In the event that the Executive,
during the period while employed under this Agreement, shall die or, as a result of the
Executive’s incapacity due to injury or physical or mental illness, the Executive shall
have been unable to perform the Executive’s duties with the Company for a period of
three consecutive months, or for four months out of any six consecutive months, the
Company may terminate this Agreement and be relieved of all further obligations
hereunder, other than the payment of any accrued and unpaid Base Salary through the
date of termination and any expenses for which the Executive is entitled to be
reimbursed pursuant to Section 5. Termination of employment under this Section 13 by
reason of disability shall not terminate the Executive’s obligations under Section 8, 9
and 14.






	 	14.	 	Non-Competition. The Executive hereby agrees that, during the Term and
for a period of eighteen (18) months following the termination of his employment under
this Agreement, he will not, directly or indirectly and in any way, (a) own, manage,
operate, control, be employed by, participate in, or be connected in any manner with
the ownership, management, operation or control of any business competing with the
business of the Company, (b) interfere with, solicit on behalf of another or attempt to
entice away from the Company (or any affiliate or subsidiary of the Company) (i) any
project, financing or customer that the Company (or any affiliate or subsidiary of the
Company) has under contract (including unfulfilled purchase orders), or any letter of
supply or other supplier contract or arrangement entered into by the Company (or any
affiliate or subsidiary of the Company), and all extensions, renewals and
resolicitations of such contracts or arrangements, (ii) any contract, agreement or
arrangement that the Company (or any affiliate or subsidiary of the Company) is
actively negotiating with any other party, or (iii) any prospective business
opportunity that the Company (or any affiliate or subsidiary of the Company) has
identified, or (c) for himself or another, hire, attempt to hire, or assist in or
facilitate in any way the hiring of any employee of the Company (or any affiliate or
subsidiary of the Company), or any employee of any person, firm or other entity, the
employees of which the Company (or any affiliate or subsidiary of the Company) has
agreed not to hire or endeavor to hire. The effective time of the limitations imposed
by this Section 13 shall be extended for the period of time equal to any period of time
during which the Executive acts in circumstances that a court of competent jurisdiction
finds to have violated the terms of this Section 14.






Because of the Executive’s knowledge of the Company’s business, in the event of the
Executive’s actual or threatened breach of the provisions of this Section 14, the
Company shall be entitled to, and the Executive hereby consents to, an injunction
restraining the Executive from any of the foregoing. However, nothing herein shall be
construed as prohibiting the Company from pursuing any other available remedies for such
breach or threatened breach, including the recovery of damages from the Executive. The
Executive agrees that the provisions of this Section 14 are necessary and reasonable to
protect the Company in the conduct of its business. If any restriction contained in
this Section 14 shall be deemed to be invalid or unenforceable by reason of the extent,
duration of geographic scope thereof, then the Company shall have the right to reduce
such extent, duration, geographic scope of other provisions thereof, and in their
reduced form such restrictions shall then be enforceable in the manner contemplated
hereby.




	 	15.	 	Capacity. The Executive represents and warrants to the Company that he
is not now under any obligation, of a contractual nature or otherwise, to any person,
firm, corporation, association or other entity that is inconsistent or in conflict with
this Agreement or which would prevent, limit or impair in any way the performance by
him of his obligations hereunder.






	 	16.	 	Withholding. The Executive acknowledges that salary and all other
compensation payable under this Agreement shall be subject to withholding for income
and other applicable taxes to the extent required by law, as determined by the Company
in its reasonable judgment.






	 	17.	 	Indemnification. To the greatest extent permitted by applicable law,
and in a manner consistent with any procedures required by applicable law, the
Corporation shall, during and following the termination of the Executive’s employment
by the Company, indemnify and hold the Executive harmless from and against any
liability (including, without limitation, reasonable attorneys’ fees) incurred by the
Executive in any claim, action, suit, or proceeding instituted or brought against the
Executive as a result of or arising out of service by the Executive as an officer or
director of the Company, or of any other corporation or other entity at the request or
direction of the Company, except to the extent that such liability is the result of the
criminal action or willful misconduct on the part of the Executive.






	 	18.	 	Waiver. No act, delay, omission or course of dealing on the part of
any party hereto in exercising any right, power or remedy hereunder shall operate as,
or be construed as, a waiver thereof or otherwise prejudice such party’s rights, powers
and remedies under this Agreement.






	 	19.	 	Notice. Any and all notices referred to herein shall be sufficient if
furnished in writing and delivered by hand, by facsimile transmission or by overnight
delivery service maintaining records of receipt, to the respective parties at the
following addresses:





	 	 	 
	If to the Company:

	 	Telular Corporation
	
 
	 	311 South Wacker Drive
	
 
	 	Suite 4300
	
 
	 	Chicago, IL 60606
	
 
	 	Attention: Chief Operating Officer
	
 
	 	Facsimile #: 312-379-8379
	If to the Executive:

	 	Michael J. Boyle
	
 
	 	c/o Telular Corporation
	
 
	 	311 South Wacker Drive
	
 
	 	Suite 4300
	
 
	 	Chicago, IL 60606
	
 
	 	Facsimile #: 312-379-8379







or to such other address or addresses as either party may from time to time designate by
notice given as aforesaid. Notices shall be effective when delivered.




	 	20.	 	Arbitration. Except for the enforcement by the Company of its rights
under Sections 8, 9 and 14 and except as provided otherwise in this Agreement, all
disputes arising under or in connection with this Agreement shall be submitted to
arbitration in Chicago, Illinois under the rules of the American Arbitration
Association, and the decision of the arbitrator shall be final and binding upon the
parties. Judgment upon the award rendered may be entered and enforced in any court
having jurisdiction.






	 	21.	 	Assignability. The rights and obligations contained herein shall be
binding on and inure to the benefit of the successors and assigns of the Company. The
Executive may not assign his rights or obligations hereunder without the express
written consent of the Company.






	 	22.	 	Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, excluding any conflicts or choice of
law rules that might otherwise refer construction or interpretation of this Agreement
to the laws of another jurisdiction.






	 	23.	 	Completeness. Except for the terms of the compensation and benefit
plans in which the Executive participates, this Agreement (a) sets forth all, and are
intended by each party to be an integration of all, of the promises, agreements and
understandings between the parties hereto with respect to the subject matter hereof,
and (b) supersedes all prior agreements and communications, whether written or oral,
between the Executive and the Company. This Agreement shall not be modified except by
written agreement between the Executive and the Company.






	 	24.	 	Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original, and all of which together shall
constitute one agreement binding on the parties hereto.






	 	25.	 	Severability. Each provision of this Agreement shall be considered
severable and if for any reason any provision that is not essential to the effectuation
of the basic purpose of the Agreement is determined to be invalid or contrary to any
existing or future law, such invalidity shall not impair the operation of or affect
those provisions of this Agreement that are valid.






	 	26.	 	Headings; Construction. Headings contained in this Agreement are
inserted for reference and convenience only and in no way define, limit, extend or
describe the scope of this Agreement or the meaning or construction of any of the
provisions hereof. As used herein, unless the context otherwise requires, the single
shall include the plural and vice versa, words of any gender shall include words of any
other gender, and “or” is used in the inclusive sense.






	 	27.	 	Survival of Terms. If this Agreement is terminated for any reason, the
provisions of Sections 8, 9 and 14 shall survive and the Executive and the Company
shall continue to be bound by the terms thereof to the extent provided therein.






	 	28.	 	Release.






	 	a)	 	As consideration for the benefit he is entitled to receive
under this Agreement, the Executive hereby releases and agrees not to sue
Company and its subsidiaries and directors, officers, principals, employees,
agents, insurers and affiliates of any of them with respect to any and all
claims, whether at law or in equity, and whether known or unknown, related to
his employment or termination of employment with Company and its subsidiaries
and its and their predecessors (collectively, “Claims”). Such Claims include,
without limitation, any claims under any applicable laws, statutes or
regulations; claims for discrimination on the basis of race, sex, age, national
origin, religion, sexual preference, disability or claims under Title VII of
the Civil Rights Act, the Age Discrimination in Employment Act, the Illinois
Human Rights Act, the Cook County Human Rights Ordinance, or the City of
Chicago Human Relations Ordinance, or any comparable laws of the State of New
York or any subdivision thereof; any claims under common law, such as contract
or tort claims; and any claims for reinstatement or rehire by Company or claims
for compensation or benefits other than those set forth in Sections 6 or 10.
Notwithstanding the forgoing, the above release specifically excludes: (i) any
claims that may arise out of events taking place after the effective date of
this Agreement, (ii) any claims against Company for breach of its obligations
under this Agreement, and (iii) the performance by Company of any obligations
arising after the date hereof under the stock option agreements referenced in
Section 10.






	 	b)	 	Without limiting the effect of the foregoing release, the right
of the Executive to the benefits specified in Section 10 are conditioned upon
the execution and delivery by the Executive on the Succession Date of a
Release, in the form attached hereto as Exhibit A, dated the Succession Date
and the expiration thereafter of the seven-day revocation period specified
therein without revocation by the Executive.






	 	c)	 	The Company represents and warrants to the Executive that, as
of the date of this Agreement, the Board of Directors of the Company does not
know of the basis for any legal claim or action on the part of the Company
against the Executive.





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	TELULAR CORPORATION	 	 
	
 
	 	 	 	 	 	By
	 	

	 

	 	Michael J. Boyle
	 	 	 	 	 	Joseph Beatty






1




Exhibit A




GENERAL RELEASE OF CLAIMS




In consideration of the benefit that I am entitled to receive under Section 10 of the Second
Amended and Restated Employment Agreement between Telular Corporation (the “Company”) and the
undersigned Michael J. Boyle (the “Agreement”), the undersigned, on behalf of myself and my heirs,
successors and assigns, hereby release and agree not to sue the Company and its subsidiaries and
directors, officers, principals, employees, agents, insurers and affiliates of any of them with
respect to any and all claims, whether at law or in equity, and whether known or unknown, related
to my employment or termination of employment with Company and its subsidiaries and its and their
predecessors (collectively, “Claims”). Such Claims include, without limitation, any claims under
any applicable laws, statutes or regulations; claims for discrimination on the basis of race, sex,
age, national origin, religion, sexual preference, disability or claims under Title VII of the
Civil Rights Act, the Age Discrimination in Employment Act, the Illinois Human Rights Act, the Cook
County Human Rights Ordinance, or the City of Chicago Human Relations Ordinance; any claims under
common law, such as contract or tort claims; and any claims for reinstatement or rehire by Company
or claims for compensation or benefits other than those set forth in Section 6 or 10 of the
Agreement. Notwithstanding the forgoing, the above release specifically excludes: (i) any claims
that may arise out of events taking place after the effective date of the Agreement, (ii) any
claims against Company for breach of its obligations under the Agreement, and (iii) the performance
by Company of any obligations arising after the date hereof under the stock option agreements
referenced in Section 10.



I acknowledge and agree that:




	1.	 	The benefits I am receiving under the Agreement constitute consideration over and above any
benefits that I might be entitled to receive without executing this Release.






	2.	 	The Company advised me in writing to consult with an attorney prior to executing this
Release.






	3.	 	I was given a period of at least 21 days within which to consider this Release.






	4.	 	The Company has advised me of my statutory right to revoke my acceptance of the terms of this
Release at any time within seven (7) days of my signing of this Release.





If I decide to exercise my right to revoke this Release, I acknowledge and agree that I shall
notify the Company in writing of my intent to revoke my agreement to this Release and shall fax my
notification to the Secretary of the Company. I acknowledge that if I revoke this Release, I will
not be entitled to the benefits under the Agreement.



I further warrant and represent that I fully understand and appreciate the consequence of my
signing this Release.



IN WITNESS WHEREOF, I hereby acknowledge receipt of consideration and execute the foregoing
agreement this      day of      , 2008.



     



Michael J. Boyle



Witnessed by      on this      day of      , 2008.



     



WITNESS




2