Penril DataComm Networks, Inc.
1300 Quince Orchard Blvd.
Gaithersburg, MD 20878
Mr. Ronald A. Howard
9010 Falls Road October 25, 1995
Potomac, MD 20854
Re: Amendment to Employment Agreement
Dear Ron:
Reference is made to the Employment Agreement dated as of
May 1, 1993(the "Employment Agreement") between Penril DataComm
Networks, Inc. and Ronald A. Howard. Unless otherwise indicated,
capitalized terms used herein shall have the same meaning as in
the Employment Agreement.
1. Amendments to Employment Agreement.
In consideration of the mutual covenants set forth herein,
the parties agree that the Employee Agreement is hereby
amended, effective immediately, in the following respects:
(a) Section 3 of the Employment Agreement is hereby amended
to delete the date "April 30, 1996" and to substitute for it
the date "April 30, 1997."
(b) Subsection 4(a) of the Employment Agreement is hereby
amended to delete the dollar figure "$200,000" and to
substitute for it the dollar figure "$225,000."
(c) Section 4 of the Employment Agreement is hereby amended
by to add a new subsection 4(f) thereto to read as follow"
"(f) If the Company is sold or acquired during the term
of this Agreement, whether by sale of shares, merger,
consolidation, share exchange, sale of all or
substantially all assets or otherwise, then immediately
upon the closing of such sale or acquisition, Executive
shall receive a bonus equal to 30 months salary at the
rate specified in subsection 4(a) hereof."
(d) Section 9 of the Employment Agreement is hereby amended to
add a new subsection (g) thereto to read as follows:
"(g) Sections 3.02 and 3.04 of the Merger Agreement are
hereby incorporated herein by reference and made part
hereof, and shall be binding on Executive to the same
extent as if fully set forth herein, with the following
changes:(i) the covenants set forth in subsections (b)
and (c) of Section 3.02 of the Merger Agreement shall
be binding on Executive through April 30, 1997; (ii)
the convenants set forth in Section 3.04 of the Merger
Agreement shall be binding on Executive through April
30, 1997; and (iii) the covenant set forth in
subsection 3.04 (a)(iv) of the Merger Agreement shall
not prevent Executive from being appointed or elected
to the Board of Directors of the Company."
2. Section Headings.
The section headings in this letter agreement are inserted
for convenience only and shall not be part of this
instrument.
3. Governing Law.
This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York.
4. Effect of Amendment.
Except as amended and supplemented hereby, all of the terms,
conditions, covenants and provisions of the Employment
Agreement shall remain and continue in full force and effect
and are hereby ratified, repeated and confirmed in all
respects.
5. Entire Agreement.
This letter agreement and the Employment Agreement as
amended and supplemented hereby constitute the entire
agreement and the understanding between the parties hereto
with respect to Executive's employment relationship with the
Company and supersede any and all prior agreements and
understandings relating thereto.
6. Counterparts; Effectiveness.
This letter agreement may be signed in any number of
counterparts, each of which shall be original, with the same
effect as if the signatures thereto and hereto were upon the
same instrument. This letter agreement shall not be
effective and binding upon either party hereto until signed
by both of them.
Please confirm your agreement to the foregoing by signing
where indicated on the counterpart of this letter agreement
provided and returning it to the undersigned.
Very truly yours,
PENRIL DATACOMM NETWORKS, INC.
BY: \s\Henry David Esptein
---------------------
Henry David Epstein
Chairman, President
and Chief Executive Officer
AGREED TO:
\s\Ronald A. Howard
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Ronald A. Howard
Dated: October 25, 1995