EXHIBIT 99.C
Penril DataComm Networks, Inc.
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October 25, 1995
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Re: Amendment to Employment Agreement
Dear ▇▇▇:
Reference is made to the Employment Agreement dated as of May 1, 1993 (the
"Employment Agreement") between Penril DataComm Networks, Inc. and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇. 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 follows:
"(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."
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October 25, 1995
(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 covenants 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 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.
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October 25, 1995
6. Counterparts; Effectiveness.
This letter agreement may be signed in any number of counterparts, each of
which shall be an 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/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman, President
and Chief Executive Officer
AGREED TO:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Dated: October 25, 1995