EXHIBIT 10.11
FIRST AMENDMENT
TO GREENE EMPLOYMENT AGREEMENT
This AMENDMENT made as of this 15th day of Janaury 1995 to an
Agreement made as of the 15th day of December, 1993 (the "Employ-
ment Agreement") as between Data Switch Corporation, a Delaware
corporation with offices at One Enterprise Drive, Shelton,
Connecticut 06484 (the "Company") and Richard E. Greene, an
individual residing at 4255 Gulf Drive #125, Holmes Beach, Florida,
34217 ("Greene" or the "Executive").
W I T N E S S E T H:
WHEREAS, the Employment Agreement provides that the Executive
will continue to serve as a director of the Corporation and that
any failure to include the Executive on the management slate for
reelection to the Board of Directors for any year may be deemed by
the Executive to be termination of his Employment Agreement with
the Company;
WHEREAS, the Executive desires to resign as a director of the
Company in order to engage in certain unrelated full-time activi-
ties; and
WHEREAS, the Executive is ready, willing and able to
continue to provide general advice to the Company on a limited
basis as an employee, senior representative and Executive goodwill
ambassador for the Company; and
WHEREAS, the Company has agreed to increase Executive's
compensation and under certain circumstances to extend the term of
the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Ratification of Employment Agreement.
The Employment Agreement hereby is, ratified and confirmed in
all respects, except as amended hereby.
2. Additional Responsibilities of the Employee.
In additional to the duties and responsibilities of the
Employee set forth in Section 2 of the Employment Agreement, the
Executive agrees to provide during the term hereof one written
report each quarter commencing during the first quarter of 1995 on
trends in the computer and communications switching business. The
extent, format and substance of each such report shall be in the
Executive's reasonable business discretion and professional
judgment.
3. Adjustment of Compensation:
The Base Compensation payable to the Executive as set forth in
Schedule A of the Employment Agreement shall be increased as
follows:
1995 - Two Hundred Twenty-Five Thousand Dollars ($225,000); and
1996 - One Hundred Seventy-Five Thousand Dollars ($175,000).
4. Adjustment of Term.
The term of the Employment Agreement as set forth in Section
1 of the Employment Agreement shall automatically be extended for
one (1) additional year, 1997 under the following conditions:
(a) If the Company exists as a separately owned public
company on December 31, 1996 and the price of its Common Stock is
$4.00 per share or more, the Employment Agreement shall be extended
for one additional year on the same terms and conditions and the
Executive shall receive as Base Compensation for such additional
year One Hundred and Fifty Thousand ($150,000) in cash payable in
accordance with the Company's normal payroll practices during said
year.
(b) If the Company exists as a separately owned public
company as of December 31, 1996 and the price of the Common Stock
is less then $4.00 per share, but not less than $2.50 per share,
than the Employment Agreement shall be extended for an additional
year on the same terms and conditions and the Executive shall
receive as Base Compensation for such additional year 37,500 shares
of the Company's Common Stock (restricted against retransfer),
which Shares shall be issued to him promptly after January 1, 1997.
(c) If the Company does not exist as a separately owned
public Company as of December 31, 1996, or if the price per share
is less than $2.50 per share, this Employment Agreement shall not
be extended for any additional term.
(d) The applicable price per share of the Common Stock for
purposes of this provision shall be, the Closing Price for the
shares on NASDAQ or any other securities exchange on which such
shares shall then be traded averaged over the ten (10) trading
days preceding December 31, 1996. In the event of any stock split,
stock dividend or similar recapitalization between the date hereof
and the measuring period, the price per share and the number of
shares referred to in paragraphs (a) and (b) hereof shall be
appropriately adjusted.
(e) In the event there is a Sale, Merger or Take Over of the
Company, as defined by Section 6(a)(i)(ii) or (iii) of the
Employment Agreement prior to December 31, 1996, it shall be
understood that the Company shall no longer exist as a separately
owned public company for purposes of this paragraph 4.
5. Resignation as a Director.
Notwithstanding any other provision of the Employment
Agreement, neither the Executive's resignation as a director nor
the Company's acceptance of any such resignation or failure to
renominate him shall be deemed a termination of the Agreement by
either party.
6. Legal Representation; Attorneys Fees.
Notwithstanding paragraph 5 of the Employment Agreement, in
the event the Company fails to make the payments due the Executive
under the Employment Agreement as amended by this Agreement, the
Employment Agreement shall be deemed terminated Without Cause by
the Company. In the event that legal action is necessary for the
enforcement by Executive of the Company's obligations under the
Employment Agreement, as amended hereby, the Executive shall be
entitled to recover said amounts together with costs of collection,
including attorney fees and court costs. In addition, the
Executive may be entitled to accelerated payment of any and all
base compensation due to him under the Employment Agreement, as
amended hereby, in the event of certain breaches by the Company of
its obligations to the Executive pursuant to a certain Option and
Right of First Refusal letter agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
DATA SWITCH CORPORATION
By: W. James Whittle
_________________
W. James Whittle
Richard E. Greene
_________________
Richard E. Greene