October 5, 2005
Mr. Martin Pucher
3857 Serenade Road
Castle Rock, CO 80104
Dear Mr. Pucher:
are pleased to confirm our offer to you, Martin Pucher (Employee), for the
position of President of the SID Division of TII Network Technologies, Inc.
(Company) for which we expect to purchase Intellectual Property Rights within
the next month. Your primary responsibility, reporting to the President and CEO of the
parent, will be to build and staff the SID Division, planning and directing the
divisions activities and initiatives to meet objectives, with full P&L
responsibility. You will also assist the parent Company in its efforts to expand its
product lines, technologies and markets.
compensation package will be as follows:
$240,000 per annum.
Bonus: $60,000.00 payable upon commencement of your employment with TII.
each of the two years of this Agreement, you will have the potential to
earn up to 50% of your annual salary ($120,000), payable bi-annually.
The bonus for the first six months of your employment ($60,000) is
guaranteed. The bonus for the next eighteen (18) month period,
payable in six (6) month increments, will be based on achieving goals
to be mutually defined and shall, without limitation, include targets
for increasing revenues and profits.
you will participate in the Companys Executive Annual Bonus
Plan under which goals are established by the Board of Directors
prior to the beginning of each of the Companys fiscal years.
Such plan will give you the potential to earn up to 50% of your then
annual salary, payable annually. As this Agreement will terminate
during the Companys fiscal year and you will therefore be
joining the Companys Executive Annual Bonus Plan during the
fiscal year, your first years bonus pursuant to this Executive
Bonus Plan will be prorated based on the number of months remaining
in such fiscal year.
plans will be fully documented and subject to all standard terms and conditions of this
agreement, including continued employment with TII.
The term of this employment agreement is for a two year period. If at any
time during this period employment terminates without cause or a layoff
occurs, Company will pay the greater of the remainder of unpaid salary for
the balance of the employment contract or six (6) months Salary, and
furthermore, pay any remaining bonus due as defined under the Bonus Plan,
as describe in paragraph 3(a) above.
shall notify Employee in writing (60) days prior to the end of this
Agreement should Company have no intent to renew or extend Employees
employment beyond the terms and conditions of this agreement.
this event, Employee will be compensated according to the terms and conditions of a to be
established Executive Severance Plan as defined by the Companys Board of Directors.
Such plan shall contain six (6) months severance and the accelerated vesting of all
stock options that would have normally vested within a twelve (12) month period after
shall notify Company in writing (60) days prior to the end of this
Agreement should Employee have no intent to renew or extend Employees
employment beyond the terms and conditions of this agreement. In this
event Employee will be paid his then current salary through his last day
of employment; any Stock Options then exercisable shall continue to be
exercisable for a maximum period of 90 days after termination date.
Company will extend to you a ten year stock option for 250,000 shares of
Common Stock of the Company in accordance with the Companys Stock
Option Plan (Plan), exercisable at the rate of 20% on the
first anniversary of the stock option agreement and 20% each year
thereafter during your employment with the Company. The option will be
exercisable at the average of the highest and lowest sales price per share
on the day of grant. The options will be subject to all of the terms and
conditions of the Plan.
the event the Employee is terminated without cause or layoff, all stock options that
would have normally vested during the term of this agreement, but not less than one year
of such options, shall be immediately vested.
for all standard benefits as described in the attached summary sheet.
Medical, Dental, Life Insurance, Long Term Disability and Accidental Death
or Dismemberment plans are available to you 30 days after commencement of
employment with the Company. Additional descriptive material will be
mailed to you.
in TIIs 401K Plan upon meeting eligibility requirements. A copy of
our Summary Plan will be mailed to you.
earned at the rate of two weeks per annum through the first five years of
employment; three weeks per year thereafter.
It is understood that you will be working out of your home for the first
year of employment with TII. We will discuss needed services and
is also understood that during this first year, the SID Division will share
certain resources with the TII parent company while others will be fully
dedicated to SID. For example, initially, we anticipate certain
Engineering and Sales positions will be exclusive to SID.
President of the SID Division of TII Network Technologies, Employee shall be
an active participant of the Executive Committee established by the
Companys Board of Directors.
does hereby sell, assign, transfer and set over to Company all of Employees
right, title and interest in and any result and inventions conceived or
developed during employment. However, should Employee bring to Company a
new product or service opportunity within the field of Digital Imaging
Company shall compensate Employee in form and substance to be mutually
agreed upon in writing by the parties. The rights and interest in such new
product or service within the field of Digital Imaging shall vest with the
Employee until a mutually agreeable definitive agreement is executed by
Company and Employee.
a condition of your employment with TII, you will be asked to sign the attached Employee
Agreement, revised as mutually agreed, which covers our confidentiality and non-compete
Consulting Agreement dated August 15, 2005 by and between TII Network Technologies, Inc.
and One 2 One Consulting Inc. will terminate upon commencement of your employment with
TII. The Company stock option granted for services rendered under the Consulting Agreement
shall not terminate and continue to be bound by the terms and conditions of the
Non-Qualified Stock Option Contract dated August 15, 2005.
validity of this Agreement or of any of the provisions hereof shall be determined under
and according to the laws of the State of New York, and this Agreement and its provisions
shall be construed according to the laws of the State of New York, without reference to
its choice of law rules.
this offer is acceptable, please signify same by signing one copy of this letter in the
space provided below and return it to me at our Copiague office. Your employment with TII
will then commence on the execution of this agreement dated the 5th day of October,
do not hesitate to contact me if you have any questions.
The Employee does hereby accept such
employment and agrees to devote substantially all of his full business time, attention and
energy and render his reasonable business efforts and skills to the business of the
/s/ Martin Pucher