EXHIBIT 10.1.2
AMENDMENT NO. 1
TO
EMPLOYMENT
AGREEMENT
BY AND BETWEEN
TESSCO TECHNOLOGIES INCORPORATED
AND ROBERT B. BARNHILL, JR.
TESSCO TECHNOLOGIES
INCORPORATED (the “
Company ”) and ROBERT B. BARNHILL, JR. (“
Executive ”) wish to amend the Employment Agreement
dated August 31, 2006 (the “ Existing Agreement
”) in order to comply with the final Regulations issued under
Internal Revenue Code section 409A. Capitalized terms defined in
the Existing Agreement and used in this Amendment No. 1
without further definition have the meanings ascribed to them in
the Existing Agreement.
Accordingly, the Existing Agreement
is amended as follows, effective as of the Effective
Date:
1.
Section 1(k) of the
Existing Agreement (defining the term “Termination
Date”) is amended by adding the following sentence to the end
of that Section:
For purposes of this Agreement,
Executive’s “employment terminates” on the date
that Executive has a Separation from Service. For purposes of this
Agreement, a “ Separation from Service ” means
an anticipated permanent reduction in the level of bona fide
services to twenty percent (20%) or less of the average level of
bona fide services performed over the immediately preceding thirty
six (36) month period (or the full period during which Executive
performed services for the Company, if that is less than thirty six
(36) months).
2.
Section 5(h) of the
Existing Agreement (Expense Reimbursement) is amended by adding the
following sentence to the end of that Section:
Any reimbursement of fees and
expenses under this subsection (h) shall be made on or
before the last day of the year following the year in which the
expense is incurred. The amount of fees and expenses eligible for
reimbursement during a year shall not affect the expenses eligible
for reimbursement in any other year. The right to reimbursement
under this Section is not subject to liquidation or exchange
for another benefit.
3.
Section 7 of the Existing
Agreement (Termination) is amended by replacing the phrase
“which amounts shall be paid on the dates such amounts would
otherwise have been paid but for the termination” and the
phrase “which shall be paid in regular installments on the
dates such amounts would otherwise have been paid but for the
termination,” each time the respective phrase appears, with
the following: “which amounts shall be paid on the dates such
amounts would otherwise have been paid (in accordance with the
usual payroll practices of the Company in effect on the day before
the Separation from Service) but for the
termination.”
