Exhibit 10.1
FIRST AMENDMENT
TO
SEVERANCE PROTECTION AGREEMENT
The Severance
Protection Agreement (the “Agreement”) dated as of
July 2, 2007, by and between NMS Communication Corporation
(the “Company”) and Steve Gladstone (the
“Executive”) is hereby amended as follows:
1.
Section 2(b)(2) is hereby amended by deleting said
Section in its entirety and substituting therefor the
following:
(2) the Company shall pay the
Executive as severance pay and in lieu of any further compensation
for periods subsequent to the Termination Date, an amount equal to
$300,000.
2.
Section 2(b)(3) is hereby deleted in its
entirety.
3.
Section 2(d) is hereby amended by deleting said
Section in its entirety and substituting therefor the
following:
(d) Additional
Limitation .
(1)
Anything in this Agreement to the contrary notwithstanding, in the
event that any compensation, payment or distribution by the Company
or an Affiliate to or for the benefit of the Executive, whether
paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (the “Severance
Payments”), would be subject to the excise tax imposed by
Section 4999 of the Code, the following provisions shall
apply:
(A)
If the Severance Payments, reduced by the sum of (1) the
Excise Tax and (2) the total of the Federal, state, and local
income and employment taxes payable by the Executive on the amount
of the Severance Payments which are in excess of the Threshold
Amount, are greater than or equal to the Threshold Amount, the
Executive shall be entitled to the full benefits payable under this
Agreement.
(B)
If the Threshold Amount is less than (x) the Severance
Payments, but greater than (y) the Severance Payments reduced
by the sum of (1) the Excise Tax and (2) the total of the
Federal, state, and local income and employment taxes on the amount
of the Severance Payments which are in excess of the Threshold
Am
