UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K/A
(Amendment No. 1)

(Mark one)

☒           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 1-37649

ZOOM TELEPHONICS, INC.
(Exact name of Registrant as specified in its Charter)

 Delaware
 
   04-2621506
 (State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification No.)

848 Elm Street
Manchester, NH 03101
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (617) 423-1072

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $0.01 Par Value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐
Accelerated Filer ☐
Non-accelerated Filer ☐
Smaller Reporting Company ☒
 
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2020 based upon the closing sale price of our common stock on that date as reported by the OTCQB Venture Market was $32,538,240.

There were 35,362,854 shares of the Registrant’s Common Stock outstanding as of April 5, 2021.



EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as originally filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2021 (the “Original Filing”), to include the information required to be disclosed by Part III, Items 10 through 14 of Form 10-K.

As required pursuant to the Securities Exchange Act of 1934, as amended, this Amendment also includes updated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as Exhibits 31.3, 31.4, 32.3 and 32.4. Amendment No.1 also includes certain employment agreement as Exhibits 10.27 through 10.31.

Except for the foregoing, this Amendment No. 1 does not update or modify any of the information contained in the Original Filing. Other than as specifically set forth herein, this Amendment No. 1 continues to speak as of the date of the Original Filing and we have not updated or amended the disclosures contained therein to reflect events that have occurred since the date of the Original Filing.  Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the date of the Original Filing.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This Amendment No. 1 contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Forward looking statements are often identified by the words “will,” “may,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects” and words of similar import.  Such words and expressions are intended to identify such forward looking statements, but are not intended to constitute the exclusive means of identifying such statements.  Such forward looking statements involve known and unknown risks, uncertainties and other factors, including those described in “Risk Factors” in Item 1A of the Original Filing that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.  Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward looking statements.

All references in this Amendment No. 1 to “we,” “us,” “our” and the “Company” refer to Zoom Telephonics, Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.


PART III

Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The Board of Directors of the Company consists of eight members. At each meeting of stockholders, directors are elected for a one-year term. The following table and biographical descriptions set forth information regarding the nominees and current members of the Board of Directors.

Name
  Age  
Principal Occupation
 
Director
Since
David Aronoff(1),(2),(4)
  57
 
General Partner of Flybridge Capital Partners, Board Member of Draper Laboratories and BetterCloud
 
2020
Dan Artusi(3)
66
Board member of MaxLinear, VislC-Tech, and GenXComm
2020
Graham Chynoweth
42
Chief Executive Officer and Director of the Company
2020
Philip Frank(1)
50
President, Chief Executive Officer, and Director of VUI, Inc.
2015
Elizabeth Hitchcock(4)
42
Principal at Orbit group and Board Member of St. Mary’s Bank
2020
Jeremy Hitchcock(4)
39
Executive Chairman of the Board of Directors of the Company
2020
Joshua Horowitz(1),(3)
43
Portfolio Manager at Palm Management (US) LLC
2020
Sandra Howe(2),(3)
48
Technology Executive, previously with ARRIS, Cisco, and Technetix
2020

(1)
Members of the Audit Committee. Chair: Philip Frank.
(2)
Members of the Compensation Committee. Chair: David Aronoff.
(3)
Members of the Nominating and Corporate Governance Committee. Chair: Joshua Horowitz.
(4)
Members of the Cybersecurity and Privacy Committee. Chair: Elizabeth Hitchcock.
 
David Aronoff has been a director of the Company since December 2020. Since June 2005, Mr. Aronoff has been a General Partner of Flybridge Capital Partners which he joined in 1995. Prior thereto, he was with Greylock Partners, a Silicon Valley venture capital firm and during his tenure he invested in 17 companies, actively guiding sales, business development and product marking activities. Mr. Aronoff is a member of the Board of Directors of Draper Laboratories, a defense, aerospace and commercial research contractor, and of BetterCloud, an SaaS management platform. He is a member of the Board of Trustees of the University of Vermont and a member of the Global Cyber Institute Advisory Board. Mr. Aronoff earned an MBA degree from the Harvard Business School, an MS degree in Computer Science from the University of Southern California, and a BS degree in Computer Science from the University of Vermont. We believe that Mr. Aronoff’s extensive experience in the technology field and with investments brings valuable insight to our Board.

Dan Artusi has been a director of the Company since December 2020. Mr. Artusi is a board member of MaxLinear, Inc. (NYSE: MXL), VisIC-Tech, and GenXComm. From 2015 to 2018, Mr. Artusi served as Vice President in the Client Computing Group and General Manager for the connected home division at Intel Corporation, a technology company. Prior to Intel, Mr. Artusi served as Chief Executive Officer of Lantiq Deutschland GmbH, a fabless semiconductor company, from 2012 until its acquisition by Intel in 2015. From 2009 to 2015, Mr. Artusi served as an operating executive with Golden Gate Capital, a private equity firm. From 2007 to 2008, Mr. Artusi served as President and Chief Executive Officer and as a board member of Conexant Systems, Inc., a provider of semiconductors, and from 2005 to 2007, Mr. Artusi served as chairman and Chief Executive Officer of Coldwatt, Inc., a provider of high efficiency power supplies for the communications and computer industry. From April 2005 to June 2005, Mr. Artusi was an individual investor. From January 2003 to April 2005, he served as the President of Silicon Laboratories Inc., a developer of mixed signal integrated circuits, and from January 2004 to April 2005, he also served as the Chief Executive Officer and as a board member of Silicon Laboratories. From 2001 to 2004, he served as Chief Operating Officer of Silicon Laboratories. From 1977 until joining Silicon Laboratories, Mr. Artusi held various management and executive positions in the semiconductor business at Motorola Inc. Currently, Mr. Artusi also serves on the Engineering Advisory Board of the Cockrell School of Engineering at the University of Texas at Austin. Mr. Artusi studied electrical engineering at the Instituto Tecnologico de Buenos Aires (ITBA) in Argentina. We believe that Mr. Artusi’s extensive experience in the technology field and experience in senior executive positions qualify him to serve on our Board.

Graham Chynoweth joined the Company in December 2020 as Chief Executive Officer. He was the Chief Executive Officer of Minim, Inc. from June 2019 until Minim, Inc.’s merger with the Company. Prior to Minim, Inc., he served since August 2016. Mr. Chynoweth holds a JD degree from Duke University School of Law, an MA degree in Public Policy from Duke University, and a BA degree in political science from the University of California, Berkeley. Mr. Chynoweth’s service as our Chief Executive Officer and his experience with other technology companies provides the Board with access to an experienced executive with a thorough understanding of the Company’s business and the industry.

Philip Frank is a technology executive with over 25 years of experience. He has been a director of the Company since September 2015. He has served as President, Chief Executive Officer and director of VUI, Inc. since September 2018. Prior to that, he was the President, Chief Executive Officer and a director of AirSense Wireless from August of 2016 until its sale to Charter Communications, Inc. in January 2018, and was the Company's Chief Financial Officer from September 2015 to July 2016. From February 2005 to December 2014 he worked for the Nokia Corporation including Nokia Siemens Networks, based in London, England. At Nokia, Mr. Frank was most recently the Global Head of Corporate Development and Mergers and Acquisitions. Earlier in his career, Mr. Frank was an executive with AT&T Wireless Services as well as having worked with global advisory firms Diamond-Cluster International, Inc. and Accenture PLC. He received a Master’s Degree in Business Administration from the University of Michigan Ross School of Business. Mr. Frank’s extensive experience as a senior financial and development executive with large telecommunications companies and infrastructure vendors provides the Board with topical industry expertise and a valuable perspective regarding financial management, strategy, development and sales.


Elizabeth Hitchcock joined the Board of the Company in December 2020. She is a co-founder on Minim, Inc. Ms. Hitchcock is the spouse of Jeremy Hitchcock, the Chairman of the Board. Ms. Hitchcock is an entrepreneur, investor, small business owner and champion for her community and the arts. Her family office, Orbit Group LLC, is located in Manchester, New Hampshire, and focuses on technology and real estate projects with the mission to provide support through guidance, relationships and capital in order to build a better community. She is a co-founder of Minim, Inc. Since 2017, Ms. Hitchcock has been a General Partner of Millworks Fund, a venture fund focused on investing in technology startups. From September 2016 to September 2018, Ms. Hitchcock was a Managing Director of 10x Venture Partners, a seed stage (and beyond) investment firm. From July 2006 to November 2009, she served as the Leader of Sales and Marketing of Dyn. Ms. Hitchcock is the spouse of Jeremy Hitchcock, the Executive Chairman of the Company. Ms. Hitchcock holds a B.S. degree in computer Science from Worcester Polytechnic Institute. She is a director of St. Mary’s Bank and a former Trustee of the Institute of Art and Design at New England College. We believe that Ms. Hitchcock’s experience in the technology field and in investing in and co-founding technology companies qualifies her for our Board.

Jeremy Hitchcock is a technology entrepreneur and executive who joined the Company’s Board of Directors in May 2019. On January 16, 2020, the Board appointed Mr. Hitchcock as Chairman of the Board, to be effective as of February 1, 2020. On April 14, 2020, the Board appointed Mr. Hitchcock as Executive Chairman of the Board. Mr. Hitchcock founded and, until its acquisition by the Company, served from its founding until its acquisition by the Company, served from its founding until 2019 as President and Chief Executive Officer of our subsidiary Minim, Inc., an Internet of Things (“IoT”) networking and security company. Mr. Hitchcock is a Principal at Orbit Group LLC. Previously, Mr. Hitchcock founded Dyn when he was a student at Worcester Polytechnic Institute in 2001. Dyn is an Internet infrastructure company connecting people, content, and commerce. The company grew to 500 employees and raised $100 million of growth capital, and was acquired by Oracle Corporation in 2017. Mr. Hitchcock is the spouse of Elizabeth Hitchcock, a Director of the Board. Mr. Hitchcock holds a B.S. degree from Worcester Polytechnic Institute. Mr. Hitchcock’s extensive experience in networking, security, and business brings leadership, vision and extensive business and operating experience to the Board.

Joshua Horowitz has been a director of the Company since May 2020. Mr. Horowitz is a professional investor with over 17 years of investing experience. Since January 2012, Mr. Horowitz has served as a portfolio manager and Managing Director at various Palm entities, first with Palm Ventures LLC and currently with Palm Management (US) LLC where he manages the Palm Global Small Cap Master Fund. He was formerly Director of Research at Berggruen Holdings, a multi-billion dollar family office and a research analyst at Crossway Partners LP, a value strategy investment partnership. Mr. Horowitz has served as a director of three separate Nasdaq traded companies over the past six years. Mr. Horowitz served as a Director of The Lincoln General Insurance Company from October 2001 to November 2014, 1347 Capital Corp (Nasdaq: TFSC) from July 2014 to July 2016, and 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH) from April 2015 to April 2018. He was most recently the Interim Chairman of the Board of Directors at Birner Dental Management Services, Inc. (OTC: BDMS) from June 2018 until the Company’s sale to Mid Atlantic Dental Partners in January 2019. Birner was the only publicly traded dental service organization (“DSO”) in the country with 67 offices and over 500 employees. He is currently a Director of Limbach, Inc. (Nasdaq: LMB), a $500 million mechanical systems solutions concern. He is also a Board Observer at Biomerica, Inc. (Nasdaq: BMRA) and a Director of Insurance Income Strategies, Ltd. Mr. Horowitz holds a Bachelor of Science degree in Management magna cum laude from Binghamton University and also studied at the Bath School of Management in the United Kingdom. We believe that Mr. Horowitz’s qualifications to serve on our Board include valuable insights obtained through his management and operational experience as well as his extensive experience in the financial industry, including investing, corporate governance, capital allocation, finance and financial analysis of public companies.


Sandra Howe joined the Board of Directors of the Company in December 2020. She is a technology executive, previously with ARRIS, Cisco, and Technetix. Ms. Howe is a technology leader with over 25 years’ experience in the global telecommunications, consumer and media industries and has proven experience in business development and operations as well as leading marketing, sales and business unit teams to exceed company sales and profitability targets. From 2018 to 2020, Ms. Howe served as Senior Vice President and President, Americas for Technetix, Ltd., a technology company focused on next-generation broadband equipment engineering. From 2010 to 2018, she was a Senior Vice President of ARRIS Group, Inc., a telecommunications equipment company engaged in data, video and telephony systems for homes and businesses, most recently as General Manager of the Consumer Products Group. Ms. Howe graduated from Pennsylvania State University. Ms. Howe’s experience in the technology, telecommunications and consumer products fields enable her to serve on our Board.

Executive Officers

The names and biographical information of our current executive officers, not otherwise listed among the directors of the Company, are set forth below. Each of our executive officers is chosen by the Board and holds his or her office until his or her successors shall have been duly chosen and qualified, or until his or her death, resignation or removal by the Board.

Name
Age
Position with the Company
Sean Doherty
39
Chief Financial Officer
Nicole Zheng
36
Chief Marketing Officer
John Lauten
54
Chief Operating Officer

Sean Doherty joined the Company in December 2020 as Chief Financial Officer. Mr. Doherty was the Senior Vice President, Finance of Minim, Inc. from May 2020 until the merger of Minim, Inc. with the Company. Prior to joining Minim, Inc., he was the Managing Member at Pulpit Rock Consulting from August 2019 to October 2020. From October 2018 to July 2019, Mr. Doherty was a Director, Financial Planning and Analysis at Bottomline Technologies, Inc. (NASDAQ: EPAY). Prior to his time at Bottomline, Mr. Doherty was the Senior Manager of Finance at Dyn and then at Oracle Corporation (NYSE: ORCL) from March 2012 to October 2018. He has also served on the Board of Directors and Finance Committee of The Visiting Nurse Association of Southern New Hampshire since April 2017. Mr. Doherty holds a B.S. degree in Economics and Finance from Southern New Hampshire University as well as an MBA degree in Finance and International Business from Northeastern University.

Nicole Zheng joined the Company in December 2020 following the merger of Minim, Inc. with the Company. Ms. Zheng was a co-founder of Minim, Inc. and had been the Chief Marketing Officer and Chief Product Officer of Minim, Inc., since April 2018 until Minim, Inc.’s merger with the Company. Ms. Zheng was recognized in Entrepreneur as a Top Female Founder in the United States in July 2020. Prior to Minim, Inc., she was the Chief Marketing Officer at Antidote Technologies from April 2017 to April 2018, and at OnSIP from February 2010 to April 2017. She has served as Advising CMO to quantum networking company Aliro Technologies since October 2020 and previously as a board member of Alliance of Channel Women, a nonprofit on a mission to advance careers for women in the telecom and broadband services sector, from January 2013 to November 2016. Ms. Zheng holds a B.S. in Materials Science Engineering and B.S. in Engineering and Public Policy from Carnegie Mellon University, as well as business certifications from The Wharton School Online.

John Lauten, our Chief Operating Officer, joined the Company in 2019 as Senior Vice President of Operations. Mr. Lauten has extensive experience in consumer electronic and technology manufacturing companies. Prior to joining the Company, he served as Chief Operating Officer for Skully Technologies from May 2017, where he led a wearable augmented reality technology company turn-around for new investors. He provided operations and strategy consulting to technology companies as a Partner at TechCXO from March 2016 to June 2017 and from June 2019 to November 2019, Mr. Lauten served as Vice President of Business Development and Strategy at Fox Factory, a leading automotive suspension manufacturer from October 2013, where he worked on five international acquisitions as part of a CEO and Board led expansion initiative. He previously served as the Director of North American Supply Chain Management at Cisco System, Inc. from 2009, and as Head of Global Customer Operations at Scientific-Atlanta from 2003 through 2009. Prior to that he held various finance and operations positions at Scientific-Atlanta and financial roles at Northern Telecom. Mr. Lauten earned a BA degree in Business Administration/Marketing from Texas Christian University and an MBA degree from the University of Texas at Austin, McCombs School of Business with a concentration in Finance.


Delinquent Section 16(A) Report

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, except for (i) the Form 3 filed by Elizabeth Hitchcock on December 15, 2020, (ii) the Form 4 filed by Jonathan Seelig on March 20, 2020, (iii) the Form 4 filed by Joseph Donovan on March 20, 2020, (iv) the Form 4 filed by Peter Sykes on March 20, 2020, (v) the Form 4 filed by Frank Philip on March 20, 2020, (vi) the Form 4 filed by Peter Kramer on March 20, 2020, (vii) the Form 4 filed by Jeremy Hitchcock on March 19, 2020, and (viii) the Form 3 and Form 4 filed by Jacquelyn Hamilton Barry on March 17, 2020, we believe that all filing requirements applicable to our officers, directors and ten percent beneficial owners were complied with during the year ended December 31, 2020.

Code of Ethics

The Company has adopted a Code of Ethics for Senior Financial Officers that applies to its principal executive officer and its principal financial officer, principal accounting officer and controller, and other persons performing similar functions. The Company's Code of Ethics for Senior Financial Officers is publicly available on its website at www.minim.com. If the Company makes any amendments to this Code of Ethics or grants any waiver, including any implicit waiver, from a provision of this Code of Ethics to the Company's principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions, the Company will disclose the nature of such amendment or waiver, the name of the person to whom the waiver was granted and the date of waiver on the Company’s website.

Audit Committee

The Board of Directors has a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee were Messrs. Aronoff, Frank, and Horowitz with Mr. Frank presiding as Chairman.  Each member of the Audit Committee is independent as required under Section 10A(m)(3) of the Exchange Act. The Board of Directors has determined that Mr. Frank meets the requirement of “audit committee financial expert” within the meaning of the SEC’s regulations.

Nominees for Director

Stockholders may make recommendations to the Nominating and Corporate Governance Committee of candidates for its consideration as nominees for director at Minim's 2022 Annual Meeting of Stockholders by submitting the name, qualifications, experience and background of such person, together with a statement signed by the nominee in which she or he consents to act as such, to the Nominating and Corporate Governance Committee, c/o Zoom Telephonics, Inc., 848 Elm Street, Manchester, New Hampshire, 03101. Notice of such recommendations should be submitted in writing as early as possible, but in any event not later than 120 days prior to the anniversary date of the immediately preceding annual meeting or special meeting in lieu thereof and must contain the specified information and conform to certain requirements set forth in Minim's Bylaws. In addition, any persons recommended should at a minimum meet the criteria and qualifications referred to in the Nominating and Corporate Governance Committee's charter, a copy of which is publicly available on Minim's website at www.minim.com. The letter of recommendation from one or more stockholders should state whether or not the person(s) making the recommendation have beneficially owned 5% or more of Minim's Common Stock for at least one year. The Nominating and Corporate Governance Committee may refuse to acknowledge the nomination of any person not made in compliance with the procedures set forth herein, in the Nominating and Corporate Governance Committee's charter or in Minim's Bylaws.


Item 11.
EXECUTIVE COMPENSATION

2020 Summary Compensation Table

The following Summary Compensation Table sets forth the total compensation paid or accrued for the fiscal years ended December 31, 2020 and December 31, 2019 for our principal executive officer and the two other most highly compensated executive officers who were serving as executive officers of the Company as of December 31, 2020. The table also includes Jeremy Hitchcock, Frank B. Manning and Joseph L. Wytanis who served as principal executive officers of the Company during portions of fiscal year 2020 in addition to our current Chief Executive Officer, Graham Chynoweth, and Jacqueline Barry Hamilton who served as Acting Chief Financial Officer and Chief Financial Officer of the Company, during fiscal year 2020 and would otherwise have been included in the table but for the fact that she was not acting as an executive officer on December 31, 2020. We refer to these officers as our named executive officers.

Name and Principal Position
   
Year
   
Salary
($)
   
Bonus(1)
($)
   
Option
Awards(2)
($)
   
All Other
Compensation(3)
($)
   
Total
($)
 
Graham Chynoweth,
Chief Executive Officer
    2020    
$
15,385
     
     
     
   
$
15,385
 
    2019      
     
     
     
     
 
Nicole Zheng,
Chief Marketing Officer
    2020    
$
12,308
     
     
     
   
$
12,308
 
    2019      
     
     
     
     
 
John Lauten,
Chief Operating Officer
    2020    
$
195,000
   
$
54,125
     
   
$
15,192
   
$
264,317
 
    2019      
     
     
     
     
 
Jeremy Hitchcock,
Executive Chairman of the Board of Directors principal executive officer
    2020      
     
   
$
14,425
     
   
$
14,425
 
   
2019
     
     
   
$
18,257
     
   
$
18,257
 
                                               
Frank B. Manning,(4)
Retired Chairman of the Board of Directors, Chief Executive Officer and Acting Chief Financial Officer
   
2020
   
$
12,430
     
     
   
$
79,833
   
$
92,263
 
   
2019
   
$
134,244
     
   
$
67,463
   
$
350
   
$
202,057
 
                                               
Joseph L. Wytanis,(5)
former President and Chief Executive Officer
   
2020
   
$
78,254
   
$
77,011
     
   
$
137,643
   
$
292,908
 
   
2019
   
$
207,708
   
$
60,000
     
   
$
107,538
   
$
375,246
 
Jacqueline Barry Hamilton,
former Chief Financial Officer
   
2020
   
$
159,627
   
$
32,375
   
$
38,617
   
$
104,178
   
$
334,797
 
   
2019
     
     
     
     
     
 

(1)
The amounts in this column represent bonus payments granted in the applicable fiscal year.
(2)
The amounts included in the “Option Awards” column reflect the aggregate grant date fair value of option awards in accordance with FASB ASC Topic 718, pursuant to the 2009 Stock Option Plan and 2019 Stock Option Plan. Assumptions used in the calculations of these amounts are included in Note 11 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These options are incentive stock options issued under the 2009 Stock Option Plan or 2019 Stock Option Plan and represent the right to purchase shares of Common Stock at a fixed price per share (the grant date fair market value of the shares of Common Stock underlying the options).
(3)
The amounts included in the “All Other Compensation” column consists of: (a) for Mr. Lauten in 2020, a taxable housing allowance of $15,192; (b) for Mr. Manning in 2020, severance compensation of $52,206 and vacation pay of $27,627, and in 2019, the Company’s contribution to a 401(k) plan of $350; (c) for Mr. Wytanis in 2020, severance compensation of $105,000, vacation pay of $16,735, and a taxable housing allowance of $15,908, and in 2019, a taxable housing allowance of $107,538; and (d) for Ms. Barry Hamilton in 2020, severance compensation of $92,500 and vacation pay of $11,678.
(4)
Mr. Manning retired from his role as Chairman of the Board of Directors, Chief Executive Officer of the Company and Acting Chief Financial Officer of the Company effective as of February 1, 2020.
(5)
Mr. Wytanis resigned from the Company effective as of May 8, 2020.

Outstanding Equity Interests

The following table sets forth information concerning outstanding stock options as of December 31, 2020 for each named executive officer.

Outstanding Equity Awards at 2020 Fiscal Year-End

 
Number of Securities
Underlying Unexercised Options
      
Equity Incentive Plan
Awards Number of
Securities Underlying
Unexercised Unvested
Options
      
Option
Exercise
Price
      
Option
Expiration
Date
 
Name
 
Exercisable
Options
   
Unexercisable
Options(2)
             
Graham Chynoweth
   
20,384
   

​2,547
     
2,547
   
$
0.55
     
03/31/2025
 
   
48,063
     
     
   
$
0.57
     
08/25/2025
 
Nicole Zheng
   
7,337
     
     
   
$
0.55
     
03/31/2025
 
   
   
40,503      
40,503
   
$
0.57
     
08/25/2025
 
   
53,334
     
     
   
$
3.44
     
2/4/2026
 
John Lauten
   
40,000
   
25,000      
25,000
   
$
1.00
     
11/12/2022
 
Jeremy Hitchcock
   
30,000
     
     
   
$
0.88
     
5/30/2022
 
   
7,500
     
     
   
$
0.97
     
7/10/2022
 
   
7,500
     
     
   
$
1.15
     
1/10/2023
 
   
7,500
     
     
   
$
2.03
     
7/10/2023
 
Frank B. Manning
   
     
     
   
$
     
 
Joseph L. Wytanis
   
     
     
   
$
     
 
Jacqueline Barry Hamilton(1)
   
71,721
     
     
   
$
1.00
     
3/11/2023
 

(1)
Upon her departure, effective December 31, 2020, all of the options held by Ms. Barry Hamilton became fully vested.
(2)
The Unexercisable Options for Mr. Chynoweth and Ms. Zheng were converted from their respective Minim, Inc. options into options to purchase Company Common Stock in connection with the Company’s merger with Minim, Inc.


Employment and Separation Agreements

Employment Agreements

In connection with the Minim merger, Minim, Inc. assigned to the Company, and the Company assumed, the employment agreement pursuant to which Minim, Inc. employed Graham Chynoweth in May 2019 as Chief Executive Officer. The agreement provides for Mr. Chynoweth to be employed at-will for annual base compensation of $250,000 and to be eligible for a bonus. Pursuant to and in connection with entering into the agreement, Mr. Chynoweth received options to purchase 600,000 shares of Minim, Inc. common stock at an exercise price of $0.44 per share which vest over a 48-month period. The agreement, as assumed by the Company, provides for Mr. Chynoweth to receive severance equal to six months of his base salary and the targeted bonus for the year of termination if he is terminated without cause or if he terminates the agreement with good reason as those terms are used in the agreement.

In connection with the Minim merger, the Company entered into at-will employment agreements with each of Sean Doherty and Nicole Zheng to serve as Senior Vice President of Finance and Chief Marketing Officer/Chief Product Officer, respectively, at annual base compensation of $165,000 and $200,000, respectively, with the opportunity to receive incentive or performance bonuses or other incentive compensation.

As of November 1, 2019, the Company entered into an employment agreement with Mr. Lauten to serve as Senior Vice President of Operations of the Company at annual base compensation of $195,000 with the opportunity to receive performance bonuses of up to 17.5% of his annual base compensation. The agreement provides for the grant to Mr. Lauten of options to purchase 80,000 shares of Company Common Stock at or about the time of his initial employment with the Company under the terms of the Company’s 2009 Stock Option Plan. The options were exercisable at the fair market value of the Company’s Common Stock on the date of grant and were subject to semi-annual vesting in 25% increments over the first two years after grant. The agreement provides for the issuance of additional options amounting to a Company expense of up to $60,000 per year as determined using a Black-Scholes pricing model. The agreement also provides for a $15,000 signing bonus and the reimbursement of up to $6,000 of monthly living expenses and of economy class airline travel expenses for up to four family visitations per quarter. In the event of a change of control of the Company as defined in the agreement, Mr. Lauten would receive up to six months’ base compensation if, within six months thereafter, he is terminated without cause as that term is used in the agreement or if he terminates the agreement after his job responsibilities, reporting or compensation are materially diminished. Subject to certain conditions, Mr. Lauten would receive up to three months’ base compensation under the agreement if he is otherwise involuntarily terminated other than for cause, his death or disability as those terms are used in the agreement.

Separation Arrangements

On December 31, 2020, the Company and Jacquelyn Barry Hamilton, the former Chief Financial Officer of the Company, entered into an agreement pursuant to which Ms. Barry Hamilton was terminated from all positions held with the Company effective December 31, 2020. Pursuant to the agreement, in consideration of, among other things, Ms. Barry Hamilton’s compliance with certain restrictive covenants and all agreements between her and the Company, a general release of claims against the Company, the agreement provides that Ms. Barry Hamilton would receive severance compensation equal to (i) her current base salary, at the rate of $185,000 per year for six months, less all applicable federal, state or local tax withholdings, (ii) payment for accrued but unused sick time, and (iii) an additional $16,000. All of Ms. Barry Hamilton’s unvested stock options were immediately vested and exercisable for up to 30 days following the date of separation. In addition, Ms. Barry Hamilton was entitled to receive continuation of certain health insurance benefits.

On November 23, 2020, the Company entered into an agreement with Mr. Stanhope, which terminated his employment with the Company effective December 31, 2020. Pursuant to the agreement, in consideration of, among other things, Mr. Stanhope’s compliance with certain restrictive covenants and all agreements between him and the Company and a general release of claims against the Company, the agreement provides that Mr. Stanhope would receive severance compensation equal to (i) his current base salary, at the annual rate of $175,000 for six months, less all applicable federal, state or local tax withholdings, (ii) payment for accrued but unused vacation and sick time, and (iii) an additional $43,750. All of Mr. Stanhope’s unvested stock options were immediately vested and exercisable. In addition, Mr. Stanhope was entitled to receive continuation of certain health insurance benefits.

Effective as of May 8th, 2020, the Company entered into an agreement with Mr. Wytanis, which terminated and superseded his existing employment agreement. Pursuant to the agreement, in consideration for, among other things, his compliance with certain restrictive covenants and all agreements between him and the Company, a general release of claims against the Company, and subject to his non-revocation of the agreement, Mr. Wytanis was entitled to receive severance compensation equal to his base salary, at the annual rate of $210,000 less all applicable federal, state or local tax withholdings, payable in installments for the six months following the effective date of his separation from the Company. Mr. Wytanis’ stock options that would have vested during the six-month period following the date of separation immediately vested and were exercisable for up to 30 days following the date of separation. In addition, Mr. Wytanis was entitled to receive continuation of certain health insurance benefits and to be reimbursed for certain relocation and business expenses.


2020 Director Compensation

The following table sets forth information concerning the compensation of our directors who are not named executive officers and who served as directors for the fiscal year ended December 31, 2020, and, since he served in an unpaid capacity as the Company’s principal executive officer for a portion of that fiscal year, Jeremy Hitchcock.

Name
 
Fees Earned or
Paid in Cash
   
Option
Awards(1)(2)(3)(4)
   
All Other
Compensation
   
Total
 
David Allen*
 
$
8,340
   
$
28,652
     
   
$
36,992
 
David Aronoff
 
$
500
     
     
   
$
500
 
Dan Artusi
 
$
500
     
     
   
$
500
 
Joseph J. Donovan*
 
$
1,500
   
$
14,425
     
   
$
15,925
 
Philip Frank
 
$
7,950
   
$
14,425
     
   
$
22,375
 
Jeremy Hitchcock
 
$
1,500
   
$
14,425
     
   
$
15,925
 
Elizabeth Hitchcock
 
$
500
     
     
   
$
500
 
Joshua Horowitz
 
$
7,140
   
$
28,652
     
   
$
35,792
 
Sandra Howe
 
$
500
     
     
   
$
500
 
Peter R. Kramer*
 
$
1,500
   
$
14,425
     
   
$
15,925
 
Jonathan Seelig*
 
$
1,000
   
$
4,874
     
   
$
5,874
 
Peter Sykes*
 
$
1,833
   
$
14,425
     
   
$
16,258
 

(1)
The amounts included in the “Option Awards” column reflect the aggregate grant date fair value of option awards in accordance with FASB ASC Topic 718, pursuant to the 2009 Directors Stock Option Plan and 2019 Directors Stock Option Plan. Assumptions used in the calculations of these amounts are included in Note 11 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These options are non-qualified stock options issued under the 2009 Directors Stock Option Plan or 2019 Directors Stock Option Plan and represent the right to purchase shares of Common Stock at a fixed price per share (the grant date fair market value of the shares of Common Stock underlying the options).
(2)
As of December 31, 2020, each non-employee director held the following aggregate number of shares under outstanding stock options:

Name
 
Number of Shares
Underlying Outstanding
Stock Options*
 
David Allen*
   
18,500
 
David Aronoff
   
 
Dan Artusi
   
19,225
 
Joseph J. Donovan*
   
 
Philip Frank
   
60,000
 
Elizabeth Hitchcock
   
 
Jeremy Hitchcock
   
52,500
 
Joshua Horowitz
   
22,500
 
Sandra Howe
   
 
Peter R. Kramer*
   
 
Frank B Manning*
   
 
Jonathan Seelig*
   
 
Peter Sykes*
   
60,000
 


(3)
As of December 31, 2020, the number of shares underlying stock options granted to each non-employee director in 2020 and the grant date fair market value of such stock options was:

Name
   
Grant
Date
   
Number of
Shares
underlying
Stock Options
Grants in 2019
   
Grant Date
Fair Value of
Stock Option
Grants in 2019
 
David Allen*
   
07/10/2020
     
7,500
   
$
9,551
 
   
07/10/2020
     
15,000
   
$
19,101
 
David Aronoff
   
     
     
 
Dan Artusi
   
     
     
 
Joseph J. Donovan*
   
01/10/2020
     
7,500
   
$
4,874
 
   
07/10/2020
     
7,500
   
$
9,551
 
Philip Frank
   
01/10/2020
     
7,500
   
$
4,874
 
   
07/10/2020
     
7,500
   
$
9,551
 
Elizabeth Hitchcock
   
     
     
 
Jeremy Hitchcock(4)
   
01/10/2020
   

​7,500
   
$
4,874
 
   
07/10/2020
     
7,500
   
$
9,551
 
Joshua Horowitz
   
07/10/2020
     
7,500
   
$
9,551
 
   
07/10/2020
     
15,000
   
$
19,101
 
Sandra Howe
   
     
     
 
Peter R. Kramer*
   
01/10/2020
     
7,500
   
$
4,874
 
   
07/10/2020
     
7,500
   
$
9,551
 
Frank B Manning*
   
07/10/2020
     
7,500
   
$
9,551
 
Jonathan Seelig(4)*
   
01/10/2020
     
7,500
   
$
4,874
 
Peter Sykes*
   
01/10/2020
     
7,500
   
$
4,874
 
   
07/10/2020
     
7,500
   
$
9,551
 

(4)
The Company closed on a $5 million private placement and issued an aggregate of 4,545,455 shares on May 3, 2019 and Mr. Hitchcock and Mr. Seelig joined the Board; upon joining the Board, Mr. Hitchcock and Mr. Seelig each received a grant of 30,000 stock options. See the description of the private placement in the “Certain Relationships and Related Transactions” section in this Form 10-K/A.
*
Denotes former directors who left the Board of Directors of the Company before December 31, 2020.

Each non-employee director of Zoom receives a fee of $500 per quarter plus a fee of $500 for each meeting at which the director is personally present. Travel and lodging expenses are also reimbursed.

Each non-employee director of Zoom may be granted stock options under Zoom's 2009 Directors Stock Option Plan, as amended (the “Directors Plan”) or the 2019 Director Stock Option Plan. The 2009 Directors Plan expired and was replaced with the 2019 Director Stock Option Plan which was approved at the Company’s stockholders at the Annual Meeting in July, 2019. The exercise price for the options granted under either Directors Plan is the closing market price of the Common Stock on the date the option is granted.

Director Option Exercises

As of December 31, 2020, stock option exercises by non-employee directors in 2020 were:

Name
 
Exercised
Options
 
David Allen*
   
4,000
 
David Aronoff
   
 
Dan Artusi
   
 
Joseph J. Donovan*
   
75,000
 
Philip Frank
   
30,000
 
Elizabeth Hitchcock
   
 
Jeremy Hitchcock
   
 
Joshua Horowitz
   
 
Sandra Howe
   
 
Peter R. Kramer*
   
75,000
 
Frank B Manning*
   
282,500
 
Jonathan Seelig*
   
 
Peter Sykes*
   
 
*
Denotes former directors who left the Board of Directors of the Company before December 31, 2020.


As of December 31, 2020, stock option exercises by our named executive officers in 2020 were:

Name
 
Exercised
Options
 
Graham Chynoweth
   
 
Nicole Zheng
   
 
John Lauten
   
 
Frank B. Manning
   
 
Joseph L. Wytanis
   
100,000
 
Jacqueline Barry Hamilton
   
18,279
 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of April 5, 2021 by (i) each person who is known by the Company to own beneficially more than five percent of the Company's outstanding Common Stock, (ii) each of the Company's directors and named executive officers, as listed above in the Summary Compensation Table under the heading “2020 Summary Compensation Table” in Item 11, and (iii) all of the Company's current directors and executive officers as a group.

On April 5, 2021, there were 35,362,854 issued and outstanding shares of Company Common Stock. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to the shares listed. The information contained in this table is based upon information received from or on behalf of the named individuals or from publicly available information and filings by or on behalf of those persons with the SEC.

Name and Address of Beneficial Owner(1)
 
Amount and Nature of
Beneficial Ownership
   
% of Common Stock
Outstanding
 
5% or Greater Stockholders:
           
           
Zulu Holdings LLC(2)
848 Elm Street, 2nd Floor
Manchester, NH 03101
   
15,696,184
     
44.4
 
               
Directors and Named Executive Officers:
               
David Aronoff(3)
   
1,590,987
     
4.5
 
Daniel Artusi
   
19,225
     
*
 
Graham Chynoweth
   
990,726
     
2.8
 
Philip Frank
   
90,000
     
*
 
Elizabeth Hitchcock(4)
   
17,819,529
     
50.3
 
Jeremy Hitchcock(4)
   
17,819,529
     
50.3
 
Sandra Howe
   
     
 
Joshua Horowitz(5)
   
1,236,426
     
3.5
 
Nicole Zheng
   
275,857
     
*
 
John Lauten(6)
   
60,000
     
*
 
Frank B. Manning(7)
   
     
 
Joseph L. Wytanis(8)
   
150,910
     
*
 
Jacqueline Barry Hamilton
   
71,721
     
*
 
               
All current directors and executive officers as a group (11 persons)(9)
   
22,082,750
     
61.9
 

*
Less than one percent of shares outstanding.
(1)
Unless otherwise noted: (i) each person identified possesses sole voting and investment power over the shares listed; and (ii) the address of each person identified is c/o Zoom Telephonics, Inc., 848 Elm Street, New Hampshire, 03101.
(2)
Information is based on a Schedule 13D/A filed as of December 8, 2020, by Jeremy Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), HCP and Zulu. The 15,696,184 shares are held of record by Zulu. HCP may be deemed the beneficial owner of the shares as a beneficial owner of the Common Stock held by Zulu through its ownership of Zulu. As the manager of Zulu, Orbit may be deemed the beneficial owner of the Common Stock held by Zulu. As the co-managers of Orbit and HCP, each of Mr. and Ms. Hitchcock may be deemed the beneficial owner of the Common Stock held by Zulu.
(3)
Consists of shares of Common Stock held by Flybridge Capital Partners, of which Mr. Aronoff is a General Partner.
(4)
Mr. and Ms. Hitchcock may be deemed to share beneficial ownership of all shares of the Company owned by either of them or investment vehicles, including Zulu, owned by either of them. Includes 52,500 shares that Mr. Hitchcock has the right to acquire upon exercise of outstanding stock options exercisable within sixty (60) days after April 5, 2021.
(5)
Consists of shares of Common Stock held by Palm Global Small Cap Master Fund LP (“Palm Global”). Mr. Horowitz is a Portfolio Manager with Palm Management (US) LLC, which provides investment management services to Palm Global.
(6)
Includes 45,000 shares that Mr. Lauten has the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 5, 2021.
(7)
Mr. Manning retired from his role as Chairman of the Board of Directors, Chief Executive Officer and Acting Chief Financial Officer of the Company effective as of February 1, 2020.
(8)
Mr. Wytanis resigned from the Company effective as of May 8, 2020.
(9)
Includes an aggregate of 335,327 shares that the current directors and executive officers have the right to acquire upon exercise of outstanding stock options exercisable within sixty days after April 5, 2021.


Change of Control

According to Amendment No. 11 to Schedule 13D (“Amendment No. 11”) filed by Mr. and Ms. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (an investment vehicle of which Mr. and Ms. Hitchcock are the ultimate beneficial owners), Hitchcock Capital Partners, LLC (an investment vehicle of which Mr. and Ms. Hitchcock are the ultimate beneficial owners) and Zulu Holdings LLC (“Zulu”) of which Mr. and Ms. Hitchcock are the ultimate beneficial owners, with the Securities and Exchange Commission (the “SEC”), on October 13, 2020, Zulu entered into a stock purchase agreement with Frank B. Manning, Terry Manning, Rebecca Manning, Peter R. Kramer, Bruce M. Kramer, the Bruce M. Kramer Living Trust under agreement dated July 31, 1996, Elizabeth T. Folsom, and Joseph Donovan pursuant to which Zulu purchased an aggregate of 3,543,894 shares of common stock of the Company from the sellers at a purchase price of $2.50 per share. Amendment No. 11 states that the total purchase price of $8,859,735.00 was payable as follows: $2,657,920.50 in cash at closing, and $6,201,814.50 by delivery of a promissory note to the Sellers, secured by a personal guaranty of Mr. Hitchcock. It states also that the funds used to pay the cash portion of the purchase price for the Common Stock came from the working capital of Hitchcock Capital Partners, LLC, an investment vehicle of Mr. and Ms. Hitchcock (“HCP”), and that Zulu anticipates that the cash required to pay the note issued to the sellers of the Common Stock will also come from the working capital of HCP. Mr. Frank B. Manning is the former Chief Executive Officer of the Company. Messrs. Frank B. Manning, Peter R. Kramer and Donovan, who were then directors of the Company, resigned from the Company’s Board of Directors and their positions on Board committees in connection with the transaction.

Amendment No. 11 states that the stock purchase agreement for the transaction also includes the following provisions:


an agreement by Frank B. Manning, Peter R. Kramer and Joseph Donovan to resign from the Company’s Board of Directors and any other position they hold with the Company, effective as of the closing of the purchase of the shares;


an agreement by each of the sellers, for a period of two years from the closing of the purchase of the shares (or, if earlier, Zulu’s failure to make timely payments for the shares), not to, without the prior written consent of Zulu: (a) acquire in any manner any securities of the Company (other than by exercise of stock options held by the sellers); (b) solicit proxies or seek to influence any person or entity regarding the voting of any securities of the Company; (c) publicly announce or propose any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its securities or material assets; (d) form, join or in any way participate in a group in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company; (f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the foregoing events; or (g) publicly request Zulu to amend or waive any of the foregoing restrictions;


mutual non-disparagement undertakings by the sellers, Zulu and Mr. Hitchcock, for a period of three years from the closing of the purchase of the shares (or, in the case of the Sellers’ obligations, if earlier, Zulu’s failure to make timely payments for the shares); and


mutual general releases by the Sellers of Zulu and Mr. Hitchcock, and by Zulu and Mr. Hitchcock of the Sellers.

Amendment No. 11 reports that, as a result of the transaction, Mr. and Ms. Hitchcock, together with the investment vehicles through which they effected the transaction, then beneficially owned 12, 439,342 shares, or 51.8%, of the Company’s Common Stock of the Company. The transaction constituted a change of control of the Company. Amendment No. 8 is incorporated herein by reference.

A portion of the shares sold by Mr. Frank B. Manning in the foregoing transaction had been purchased by him pursuant to the 2020 Stock Purchase Agreement described below in Item 13 under “Certain Relationships and Related Party Transactions2020 Private Placement.” As required by Section 16(b) of the Exchange Act, Mr. Manning disgorged to the Company $196,000 in profits from the sale of those shares of Common Stock.

As of October 9, 2020, the Company entered into a Standstill and Voting Agreement (the “Standstill Agreement”) with Zulu and Mr. Hitchcock. Mr. Hitchcock and Zulu, which is an entity controlled by Mr. and Ms. Hitchcock. Pursuant to the terms of the Standstill Agreement, each of Zulu, Mr. Hitchcock and their controlled affiliates (the “Restricted Parties”) have agreed not to effect any (a) transaction involving the Company and any Restricted Party, in which any Restricted Party would have a material interest different from stockholders of the Company generally, (b) purchase of more than 10% of the then total number of shares of outstanding Company common stock, and (c) sale, transfer or other disposition of Company common stock to a third party that would result in such third party beneficially owning more than 20.0% of the Company’s outstanding common stock immediately after giving effect to such transaction. The duration of the “Standstill Period” lasts through the earlier of: (i) such time as the Restricted Parties beneficially own less than 45.0% of the outstanding common stock of the Company, and (ii) the third anniversary of the date of the Standstill Agreement.

According to Amendment No. 8 to Schedule 13D (“Amendment No. 8”) filed by Mr. and Ms. Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu, on July 31, 2020, Zulu Holdings LLC (“Zulu”), which is ultimately beneficially owned by Mr. and Ms. Hitchcock, entered into a Stock Purchase Agreement with James E. Besser, Morgan C. Frank, Manchester Management Company, LLC, Manchester Explorer, L.P., and JEB Partners, L.P. pursuant to which Zulu purchased an aggregate of 4,285,717 shares of Common Stock from the sellers at a purchase price of $1.95 per share. The purchase closed on August 4, 2020. The funds used to purchase the common stock came from working capital of HCP. Amendment No. 8 reports that, upon completion of the transaction, Mr. and Ms. Hitchcock, together with the investment vehicles through which they effected the transaction, then beneficially owned 8,835,358 shares, or 37.3%, of the Company’s Common Stock. The transaction pursuant may be deemed to constitute a change of control of the Company. The disclosure set forth in Amendment No. 8 is incorporated herein by reference.


Equity Compensation Plan Information

The following table provides information concerning the Company’s equity compensation plans or individual arrangements that were approved by stockholders and those that were not approved by stockholders as of December 31, 2020:

 
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
   
Weighted-average exercise price of outstanding options,
warrants and rights
   
Number of securities
remaining available for
future issuance under equity compensation plans (excluding securities reflected
in first reporting column)
 
Equity compensation plans approved by security holders
   
3,098,163
   
$
1.16
     
2,122,091
 
Equity compensation plans not approved by securities holders
   
     
     
 
Total
   
3,098,163
   
$
1.16
     
2,122,091
 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

Minim, Inc. Merger

On November 12, 2020, the Company entered into a merger agreement pursuant to which the Company and Minim, Inc. merged and combined their businesses. Minim, Inc. offers a cloud WiFi management platform that enables and secures a better-connected home by providing AI-driven WiFi management and IoT security platform for homes, SMBs, and broadband service providers. Mr. Hitchcock was Chairman and, together with Ms. Hitchcock, a controlling stockholder of Minim, Inc. Prior to the merger, the Company had licensed Minim, Inc. software products and, upon completion of the merger, the Company expected to integrate not only the Minim, Inc. software with the Company’s hardware products but also to combine Minim Inc.’s business-to-business sales channels with the Company’s retail channels. Except as otherwise disclosed in this Form 10-K/A, Mr. and Ms. Hitchcock did not receive any consideration or financial benefits from the merger different than the other stockholders of Minim, Inc. Immediately prior to execution of the merger agreement, Mr. and Ms. Hitchcock were, through investment vehicles jointly beneficially owned by them, the majority stockholders of both the Company and Minim, Inc.

Minim, Inc. Relationship

On July 25, 2019, the Company entered into a Master Partnership Agreement with Minim, Inc., together with a related Statement of Work, License, Collaborative Agreement, Software/Service Availability Agreement and Software/Service Support Level Agreement (collectively, the “Partnership Agreement”). Mr. Hitchcock was the President and Chief Executive Officer of Minim, Inc. Under the Partnership Agreement, the Company would integrate Minim, Inc. software and services into certain hardware products distributed by the Company, and Minim, Inc. would be entitled to certain fees and a portion of revenue received from the end users of such services and software. The Company and Minim, Inc. entered into an additional Statement of Work on December 31, 2019 providing for further integration of Minim, Inc. services, with a monthly minimum payment of $5,000 payable by the Company to Minim, Inc. starting in January 2020 for a period of 36 months and a requirement for Minim, Inc. to purchase at least $90,000 of the Company’s hardware by December 2022. Minimum monthly payments under this agreement increased to $15,000 in July 2020. During the fiscal years ended December 31, 2020 and 2019, $90,000 and no payments, respectively, were made by the Company to Minim, Inc. under the Partnership Agreement. The Company recorded $105,000 and no expenses for the years ended December 31, 2020 and 2019, respectively. The Company sold $15,000 of product to Minim, Inc. for the year ended December 31, 2020. No services were provided in 2019. The Partnership Agreement terminated upon completion of the Minim merger. As of December 31, 2020, and 2019, no amounts were due from or to the Company under the Partnership Agreement.


The Company’s subsidiary, Minim, Inc., leases office space located at the 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement is effective from August 1, 2019 to July 31, 2021 and provides for 2,656 square feet at an aggregate annual rental price of $30,000. For the period from October 9, 2020 to December 31, 2020, the rent expense was $6,800.
2020 Private Placement

On May 26, 2020, the Company entered into a Stock Purchase Agreement (the “2020 Stock Purchase Agreement”) with certain accredited investors, including certain independent investment funds, members of the Company’s management and its Board of Directors, and certain co-founders of the Company, in a private placement (the “2020 Private Placement”) pursuant to which the Company sold an aggregate of 2,237,103 shares of Common Stock, par value $0.01 per share, at a purchase price of $1.52 per share. David Allen, a former member of the Company’s Board of Directors, purchased 6,578 shares for $10,000. Frank B. Manning, a co-founder of the Company and a former member of the Company’s Board of Directors, purchased 200,000 shares for $304,000. Phil Stanhope, a former officer of the Company, purchased 10,000 shares for $15,200. Zulu and Palm Fund each purchased 822,368 shares for $1.25 million. Mr. Horowitz is a portfolio manager at the Palm Fund, which served as the lead investor in the 2020 Private Placement. The gross proceeds to the Company at the closing of the 2020 Private Placement were approximately $3.4 million. In connection with the 2020 Private Placement, Messrs. Allen and Horowitz were appointed as members of the Board. Pursuant to the 2020 Purchase Agreement, Palm Fund has the right to appoint replacements for Mr. Horowitz in the event of his resignation and to request that its designees be appointed to each committee of the Board of Directors to the extent approved by an affirmative vote of a majority of the Board of Directors of the Company and as otherwise permitted by applicable SEC and stock market requirements; such Board and committee designation right will terminate upon Palm Fund ceasing to own at least 5% of the Company’s Common Stock, as calculated for purposes of Section 13(d) of the Exchange Act. Also pursuant to the 2020 Purchase Agreement, Palm Fund entered into a standstill covenant for a period ending not later than the earliest to occur of five years after the date of completion of the 2020 Private Placement and two years after Mr. Horowitz or the Palm Fund designee who succeeds him no longer serves on the Board of Directors of the Company.

2019 Private Placement

On May 3, 2019, the Company entered into a Stock Purchase Agreement (the “2019 Stock Purchase Agreement”) with certain accredited investors, including Messrs. Peter R. Kramer, Frank B. Manning, Stanhope and Sykes, Zulu, Palm Fund, and our former President and Chief Executive Officer, Joseph L. Wytanis, in a private placement (the “2019 Private Placement”) pursuant to which the Company sold an aggregate of 4,545,455 shares of our Common Stock at a purchase price of $1.10 per share. Mr. Kramer purchased 90,910 shares for $100,001; Mr. Manning purchased 313,634 shares for $344,997; Mr. Stanhope purchased 50,000 shares for $55,000; Mr. Sykes purchased 36,364 shares for $40,000 and Mr. Wytanis purchased 90,910 shares for $100,001. Zulu purchased 3,727,273 shares for $4.1 million and Palm Fund purchased 136,364 shares for $150,000. Zulu served as the lead investor in the 2019 Private Placement. The gross proceeds to the Company at the closing of the 2019 Private Placement were approximately $5.0 million. In connection with the 2019 Private Placement, Messrs. Hitchcock and Seelig were appointed as members of the Board of Directors of the Company. In the event that Mr. Hitchcock or Mr. Seelig resigns or is removed from the Board, Zulu will have the right to designate a replacement director for each of them pursuant to the terms of the 2019 Stock Purchase Agreement. The board designation rights will terminate upon Zulu ceasing to own at least 8% of the Company’s Common Stock on a fully diluted basis. For a period of 30 months following the date of the 2019 Stock Purchase Agreement, Zulu will have the right to participate in any subsequent financing in an amount necessary to maintain Zulu’s pro rata ownership of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in any such subsequent financing.


Other Transactions

In connection with and prior to the closing of Minim merger, Mr. Chynoweth, currently Chief Executive Officer of the Company and at that time chief Executive Officer of Minim, Inc., and Nicole Zheng, currently Chief Marketing Officer of the Company and at that time Chief Marketing Officer and Chief Product Officer of Minim, Inc., fully paid Minim, Inc. the $264,000 and $120,000, respectively, aggregate principal amount of a promissory note each of them had issued in connection with the prior exercise of Minim, Inc. stock options by each of them. In connection with and prior to the closing of the Minim merger, Minim, Inc. agreed to repurchase 33,809 shares of Minim, Inc. common stock for $14,860 from Elizabeth Hitchcock. The repurchase price remains unpaid as of the date hereof.

The information contained in Item 12 hereof under the caption “Change of Control” is incorporated herein by reference.

Policies and Procedures Regarding Review, Approval or Ratification of Related Person Transactions

In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing the Company’s related party transaction policy and review and oversee all transactions between the Company and a related person for which review or oversight is required by applicable law or that are required to be disclosed in the Company’s financial statements or SEC filings.

Director Independence

The Board of Directors has reviewed the qualifications of Ms. Howe and Messrs. Aronoff, Artusi, Frank and Horowitz and has determined that each of those individuals is “independent” as such term is defined under the current listing standards of the Nasdaq Stock Market. The Board also affirmatively determined that each of Messrs. Allen, Donovan, Kramer, Seelig and Sykes, who served as directors during 2020, was, at the time he served as a director, independent. In addition, each member of the Audit Committee is independent as required under Section 10A(m)(3) of the Exchange Act.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year. The Audit Committee may also pre-approve particular services on a case-by-case basis. During our fiscal year ended December 31, 2020, no services were provided to us by Marcum LLP other than in accordance with the pre-approval procedures described herein.

The firm of Marcum LLP served as our independent registered public accounting firm for fiscal years 2020 and 2019. The table below shows the aggregate fees that the Company paid or accrued for the audit and other services provided by Marcum LLP for the fiscal years ended December 31, 2020 and December 31, 2019:

FEE CATEGORY
 
2020
   
2019
 
Audit fees(1)
 
$
267,995
   
$
187,200
 
Audit-related fees(2)
   
22,800
     
10,000
 
Total fees
 
$
290,795
   
$
197,200
 

(1)
Audit Fees. Consists of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory filings and engagements.
(2)
Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” For 2020, fees are related to registering securities for Zoom's stock option plans and a private placement. For 2019, fees are related to a private placement.


All services rendered by Marcum LLP for fiscal years 2020 and 2019 were permissible under applicable laws and regulations, and were pre-approved by the Audit Committee.

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The exhibits listed in the Exhibit Index of the Original Filing are incorporated by reference into this Amendment No. 1, and the following exhibits are filed herewith.

Exhibit No.
Description
   
Assignment and Amendment of Employment Agreement dated December 4, 2020 among Graham Chynoweth, the Company and Minim, Inc.
   
Employment Agreement dated as of May 22, 2019 between Minim, Inc. and Graham Chynoweth
   
Employment Agreement dated as of December 4, 2020 between the Company and Sean Doherty
   
Employment Agreement dated as of December 4, 2020 between the Company and Nicole Zheng

Employment Agreement dated as of November 1, 2019 between the Company and John Lauten
   
Certification of Chief Executive Officer of Zoom Telephonics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
Certification of Chief Financial Officer of Zoom Telephonics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer of Zoom Telephonics, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
Certification of Chief Financial Officer of Zoom Telephonics, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ZOOM TELEPHONICS, INC.
 
       
Date:  April 29, 2021
By:
/s/ Graham Chynoweth
 
       
   
Graham Chynoweth
Chief Executive Officer (Principal Executive Officer)
 
       
Date:  April 29, 2021
By:
/s/ Sean Doherty
 
       
   
Sean Doherty
Chief Financial Officer (Principal Financial and Accounting Officer)
 




Exhibit 10.27

ASSIGNMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT

The parties to this Assignment and Amendment of Employment Agreement (this “Agreement”) are Graham Chynoweth (the “Employee”), Zoom Telephonics, Inc. (“Zoom”), and Minim, Inc. (“Minim”). Collectively, the Employee, Zoom, and Minim are referred to in this Agreement as the “Parties”. In consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:


1.
The Employee’s Employment Agreement with Minim dated May 22, 2019 (the “Employment Agreement”) is hereby assigned to, and assumed by the Company, subject to the terms and conditions set forth herein.


2.
The assignment and amendment of the Agreement is made pursuant to the provisions of Sections 10 and 16 of the Employment Agreement and satisfies and complies with the terms and conditions of such provisions.


3.
Zoom hereby assumes all obligations of the “Company” set forth in the Employment Agreement, subject to the terms and conditions set forth herein. The use of the term “Company” in the Employment Agreement shall hereinafter refer to Zoom.


4.
The Employee consents to this assignment of the Employment Agreement and agrees that all of the Employee’s obligations and covenants set forth in the Employment Agreement remain valid and binding.


5.
Section 3(b) of the Employment Agreement is deleted in its entirety and is replaced with “Reserved.”


6.
The phrase “twelve months” in the first sentence of Section 5(g) of the Employment Agreement is deleted and replaced with “six months”.


7.
This Agreement may be executed in one or more counterparts, none of which need to contain the signature of more than one party, each of which will be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the Parties shall be deemed to constitute original signatures, and facsimile or PDF copies of this Agreement shall be deemed to constitute duplicate originals.

The Parties hereby execute this Agreement knowingly and voluntarily:

GRAHAM CHYNOWETH   MINIM, INC.   ZOOM TELEPHONICS, INC.  

 
 
 
 
/s/ Graham Chynometh
  Sean Doherty
  Sara Bishop  
Graham Chynoweth
 
 
 
 
 
           
    SVP, Finance   Head of Talent and Culture  
           
12/4/2020   December 4, 2020   December 4,2020
 
Date   Date
  Date
 




Exhibit 10.28

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made as of the 22.day of May, 2019, by and between MINIM, INC. (the "Company") and Graham Chynoweth (the "Employee").

WHEREAS, the Company desires to employ the Employee, and the Employee desires to accept such employment, subject to the terms and conditions of this Agreement.

In consideration of the Employee's employment with the Company, the Employee's eligibility to receive the severance and other benefits offered herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1.          Employment. The Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, on the terms and conditions set forth below. The Employee shall be employed under this Agreement on an at-will basis for an indefinite period of time, and subject to the provisions of Section 5, the Employee or the Company may terminate the employment relationship with or without notice at any time and for any or no reason or cause. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. The Employee's employment with the Company pursuant to this Agreement shall commence on or before May 31, 2019 unless and except Employee is unable to complete his work at his current company by that date, in which case it is expect that it shall commence on June 13, 2019.

2.          Duties. The Employee shall serve the Company as Chief Executive Officer. In such capacity, the Employee shall, in collaboration with its PResident, be subject to the direction of Company's Board of Directors, and be responsible for, among other responsibilities: (i) setting and communicating the direction of the company, (ii) hiring and retaining the best talent and (iii) making sure there is money in the bank. The Employee shall also perform such other services and duties in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company's Board of Directors.

3.          Compensation and Benefits. The regular compensation and benefits payable to the Employee under this Agreement shall be as follows:

(a)          Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary at the annualized rate of two hundred fifty thousand dollars ($250,000.00) per year, pro-rated for any partial year in which this Agreement is in effect. The Employee's performance may be reviewed by the Company from time to time, and the Company may adjust the Employee's salary pursuant to such performance reviews or for other reasons. The Employee's salary shall be payable in equal installments in connection with the Company's regular payroll dates and payroll procedures.


(b)          Stock Options. Employee will receive an option grant for 600,000 shares of the Company with an exercise price equal to the fair market value of the Company's common shares on the date of grant. The options will vest as 25% on the first annual anniversary of your date of employment, and subsequently in equal monthly tranches equivalent to 1148th of the total grant over the next 36 months, subject to your continued employment on such date. The grant is subject to board approval on a quarterly basis and shall be granted pursuant to the Company's form option agreement, subject to those terms and the terms of the Company's shareholders' agreement, to which you will need to become a party with effect from the grant date.

To the extent it is reasonable, practical and approved by the Board of Directors, Employee will be eligible to participate in any loan programs offered by the Company to employees so that they may purchase shares offered as part of option grants made by the Company to employees.

(b)          Bonuses. Following the commencement of the Employee's employment with the Company the Employee and the Company's Board of Directors will discuss Employee eligibility to receive variable income, or a "bonus" and the performance goals, metrics, and deliverables on which such opportunity will be based. Prior to the beginning of each calendar year in which the Employee is employed pursuant to this Agreement, the Employee and the Company's Manager will meet to discuss the Employee's eligibility to receive a bonus, the target bonus for that calendar year and the performance goals, metrics, and deliverables on which that calendar year's bonus opportunity will be based. Following each such meeting, the Company's Board of Directors will set the target bonus amount for that calendar year and convey to the Employee the performance goals, metrics, and deliverables on which the bonus for that calendar year will be based.

(c)          Benefits. The Employee shall be eligible to participate in all employee benefit, health and welfare, and other plans, policies and programs which the Company may, from time to time, have in effect for all or most employees of the Company. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Company, applicable law, and the discretion of the Company or any administrative or other committee provided for in, or contemplated by, any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. To the extent there is any conflict between the terms of this Agreement and the applicable benefit plan documents, the terms of the plan documents shall govern.

(d)          Vacation. The Employee shall be eligible to an unlimited amount of paid time off. It is understood that Employee's ability to take advantage of this eligibility is subject to the needs of the role and the company.

(e)         Expense Reimbursement. The Company will reimburse the Employee on not less than a monthly basis for all normal and reasonable business expenses incurred by the Employee in the course of performing the Employee's duties for the Company hereunder, provided the Employee timely and properly completes and submits an expense

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report and any other appropriate documentation to the Company, as may be required in accordance with the policies in effect from time to time for Company employees.

4.          Extent of Service. During the Employee's employment hereunder, the Employee shall devote the Employee's full business time, reasonable best efforts and business judgment, skill and knowledge to the advancement of the Company's interests and to the discharge of the Employee's duties and responsibilities hereunder. The Employee shall not engage in any other business activity and shall neither directly nor indirectly render any services of a business, commercial or professional nature to any other person, firm, corporation or organization, except as listed below and as may be approved in writing by the Company's Board Chairman.


1.
10X Venture Partners

2.
Mill Works Fund

3.
Primary Bank

4.
U.S. Naval Reserves(application pending)

5.          Termination and Termination Benefits. The Employee's employment hereunder shall terminate under the following circumstances:

(a)          Termination by the Company for Cause. The Employee's employment hereunder may be terminated by the Company for Cause without further liability on the part of the Company, effective immediately, upon written notice to the Employee. The following shall constitute "Cause" for such termination, as determined in the sole discretion of the Company:


(i)
dishonest or disparaging statements or acts of the Employee pertaining to the Company, which such statements or acts are not cured. if curable, within ten (10) days following written notice from the Company;


(ii)
commission by the Employee of any acts involving moral turpitude. deceit, dishonesty relating to the Company, or fraud or commission by the Employee of a felony ;


(iii)
the Employee's refusal to perform the Employee's duties and responsibilities hereunder and such refusal shall have continued for a period of ten (10) days following written notice from the Company, it being understood that the Company's failure to achieve its business plan or projections shall not itself be considered a failure or refusal to perform duties;


(iv)
material violation by the Employee of any Company policy, which causes, or reasonably could cause, material harm to the Company and which such violation is not cured, if curable, with in ten (10) days following written notice from the Company;

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(v)
gross negligence or willful misconduct of the Employee with respect to the Company or any subsidiary or affiliate thereof; or


(vi)
material breach of the Employee of any of the Employee's obligations hereunder, which such breach is not cured, if curable. within ten (10) days following written notice from the Company.

(b)          Termination by the Company Without Cause. Subject to the Company's payment obligations set forth in Section 5(g) below, the Company may terminate the Employee's employment without Cause or for any or no reason whatsoever, in the sole, absolute and unreviewable discretion of the Company, effective immediately, upon written notice by the Company to the Employee.

(c)          Termination by the Employee Without Good Reason. The Employee's employment hereunder may be terminated by the Employee without Good Reason (as defined below) by written notice to the Company's Manager, at least thirty (30) days prior to such termination.

(d)         Termination by the Employee With Good Reason. The Employee's employment hereunder may be terminated by the Employee with Good Reason (as defined below). For purposes of this Agreement, "Good Reason" shall mean:


(i)
A material diminution in the Employee's base compensation;


(ii)
A material diminution in the Employee's authority, duties, or responsibilities;


(iii)
A change in the geographic location at which the Employee must perform services hereunder of more than twenty (25) miles; or


(iv)
Any other action or inaction that constitutes a material breach by the Company of this Agreement.

For Good Reason to exist, the Employee must provide written notice to the Company of the existence of any of the foregoing conditions within thirty (30) days of the initial existence of the condition, and the Employer shall upon such notice shall have a period of thirty (30) days during which it may remedy the condition (and upon such remedy Good Reason shall be deemed not to have existed).

(e)          Disability. If due to physical or mental illness or disability, the Employee shall be disabled so as to be unable to perform substantially the Employee's essential duties and responsibilities hereunder with reasonable accommodation by the Company to the Employee's known physical or mental disability, solely in accordance with, and to the extent required by law (provided such accommodation would not impose an undue hardship on the operation of the Company's business or a direct threat to the Employee or others) for a period of one hundred eighty (180) consecutive days, the

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Company may terminate the Employee's employment, effective immediately, upon written notice to the Employee.

(f)          Death. The Employee's employment with the Company shall terminate immediately upon the death of the Employee.

(g)         Certain Termination Payments. In the event that the Company terminates the Employee's employment without Cause (as defined above), or the Employee terminates the Employee's employment with Good Reason (as defined above), the Company will continue to pay the Employee's base salary, at the rate in effect on the date of termination, for twelve months and will pay the Employee a prorated (based on the portion of the calendar year worked prior to termination) target bonus for the calendar year in which the termination occurs. Any and all payments referenced in the preceding sentence are subject to: (i) applicable taxes and withholdings; (ii) the Employee's continuing compliance with the Employee's post -employment obligations set forth in this Agreement and in any other agreement the Employee may sign with the Company; and (iii) the Company's receipt of a separation agreement prepared by the Company containing, among other provisions for the benefit of the Company, a general release of claims executed by the Employee (within the time period specified in the separation agreement), and the expiration of any revocation period referenced therein. The Employee and the Company agree that the Employee will not be entitled to, and will not receive, the termination payments set forth above if the Employee's employment with the Company is terminated: (i) by the Company for Cause; (ii) by the Employee without Good Reason; (iii) due to the Employee's disability pursuant to Section 5(e): or (iv) due to the Employee's death pursuant to Section 5(f).

6.          Litigation and Regulatory Cooperation. The Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee is employed by the Company. The Employee's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Employee shall also cooperate fully with the Company in connection with any examination or review of any federal, state or local regulatory authority as any such examination or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will reimburse the Employee for any reasonable out -of-pocket expenses incurred in connection with such cooperation.


7.
Proprietary Information. Inventions. and Non-Solicitation.


(a)
Definitions.

(i)          Proprietary Information. During the course of the Employee's employment with the Company, the Employee will be given unique and specialized training and will have access to the trade secrets and other confidential information on which the Company's business is based. As used in this Agreement, "Proprietary Information" means (1) the information referred to in the preceding sentence, (2) information regarding products and/or

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service the Company may subsequently sell or manufacture, have under development, active consideration or planning, (3) Inventions (as defined below), (4) the confidential information of others with which the Company has a business relationship, any (5) other information which the Company possesses or to which the Company has rights which have value to the Company, including (by way of example and without limitation) trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, data, know-how, copyrightable materials, marketing plans and strategies, including but not limited to social media plans and strategies, production plans and strategies, costs, pricing, vendor lists contact lists, and customer lists. Proprietary Information includes information developed by the Employee in the course of the Employee's employment by the Company or otherwise relating to Inventions which belong to the Company under Section 7(e) below, as well as other information to which the Employee may have access in connection with the Employee's employment.

(ii)           Company. For purposes of this Section 7, all references to the "Company" will be deemed to include the Company and its Affiliates.

(iii)        Non-Competition Period. The term "Non-Competition Period" shall mean the period of time during which the Employee is employed by the Company and for the twelve (12) consecutive months following the termination of the Employee's employment with the Company for any reason.

(b)          Goodwill. The Employee acknowledges and agrees that: (i) during and as a result of the Employee's employment by the Company, the Employee will acquire experience, skills and knowledge related to the Company's business; and (ii) the Company depends upon its goodwill which it will entrust to the Employee during the term of the Employee's employment by the Company by affording the Employee the opportunity to become acquainted with the clients, customers, accounts, prospects, suppliers, and licensees of the Company, to establish business relationships with them and to have access to records detailing their business activities with the Company.

(c)          Confidentiality. The Employee understands and agrees that the Employee's employment creates a relationship of confidence and trust between the Employee and the Company with respect to all Proprietary Information. At all times, both during the Employee's employment with the Company and after its termination, the Employee will keep in confidence and trust all Proprietary Information, and will not use or disclose any Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee's duties to the Company. The Employee understands that the restrictions contained in this paragraph extend to and expressly prohibit disclosure of Proprietary Information through social media, including, but not limited to, social or professional networking websites, wikis, blogs, virtual worlds, personal websites, image-sharing websites, video-sharing websites, message boards, chat rooms, and discussion forums ("Social Media"). The restrictions set forth in this Section 7(c) will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Employee, but this

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exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision.

(d)          Documents, Records, Etc. All documents, records, apparatus, equipment, photography and other physical property, whether or not pertaining to Proprietary Information, which are furnished to the Employee by the Company or are produced by the Employee in connection with the Employee's employment will be and remain the sole property of the Company. Upon termination of the Employee's employment, or at any earlier time upon the Company's request, the Employee will immediately return to the Company all Company property, documents (including without limitation all written and graphic notes of any kind and description, including customer and contact lists, letters, correspondence, memoranda, notes, reports, computer or data processing results, computer software or data processing tapes, photography, disks or other material in machine readable form) and any Proprietary Information. Further, upon termination of employment, the Employee shall remove from the Employee's personal Social Media any designation or indication that he or she is a current employee of the Company.

(e)          Intellectual Property. The Employee agrees to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention. whether or not patentable and whether reduced to writing or practice or not, which the Employee discovers, conceives and/or develops, in whole or in part, either individually or jointly with others (whether on or off the Company's premises or during or after working hours) during the period the Employee is employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during such period of employment or for one year thereafter ("Inventions"). The Employee hereby assigns and agrees to assign to the Company without any separate or additional remuneration the Employee's entire right, title and interest in all such Inventions, together with any and all United States and foreign rights thereto. The Employee agrees that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the "Works") which are originated or produced by the Employee (solely or jointly with others), in whole or in part, within the scope of, or in connection with, the Employee's employment will be considered "works made for hire" as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledges that the Employee is an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and the Employee agrees to treat any such works as Proprietary Information. In the event that any Works are not deemed to be "works made for hire," the Employee hereby assigns all of his right, title, and interest in and to such Works, including but not limited to, the copyrights therein. to the Company. The Employee agrees to cooperate with the Company, both during and subsequent to the Employee's employment, to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure the Employee's signature on any document or instrument necessary to secure trademarks, letters patent,

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copyrights or other analogous protection relating to any Works, whether because of the Employee's physical or mental capacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

(f)          Non-Solicitation. During Non-Competition Period, and regardless of the reasons for the termination of the Employee's employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relations hip with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee's employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company's business with such clients, customers, suppliers, vendors or accounts. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via Social Media that would violate this Section.

(g)          Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee's use or disclosure of information or the Employee's engagement in any business. The Employee represents to the Company that the Employee's execution of this Agreement, the Employee's employment with the Company, and the performance of the Employee's proposed duties for the Company will not violate any obligations the Employee may have to any such previous employer or other party. In the Employee's work for the Company, the Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h)          Injunctive Relief. The Employee understands and acknowledges that the Company's Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement by the Employee.

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8.          Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9.          Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.

10.       Assignment: Successors and Assigns. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights under this Agreement without the consent of the Employee in the event that either the Company or its Affiliates, if any, shall hereafter effect a reorganization. consolidate with or merge into any other corporation. partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permit ted assigns.

11.        Enforceability. The provisions of this Agreement are severable. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any obligation of the Employee's under Section 7 of this Agreement is held to be unenforceable because of the duration or scope of such obligation. the court making such determination shall have the power to reduce the duration and/or scope of such obligation, and in its modified form such obligation shall be enforceable.

12.       Advice of Counsel/Construction. The Employee acknowledges that the Employee has been advised by the Company to review the terms of this Agreement with legal counsel of the Employee's choice and that the Employee has been given a reasonable opportunity to seek such legal advice.

13.      Employee Acknowledgement. The Employee acknowledges and agrees that the Employee's responsibilities, duties. position. compensation, title and/or other terms and conditions of employment may change from time to time or the Employee may have a break in service or employment with the Company and, notwithstanding any change in any terms and conditions of employment or a break in service or employment, this Agreement shall remain in full force and effect.

14.      Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

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15.        Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Company or, in the case of the Company, at its main offices, attention of President.

16.        Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company.

17.        Affiliates. For purposes of this Agreement, "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

18.       Governing Law/Forum. The laws of the State of New Hampshire shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance thereof or principles of choice of law. The Employee agrees that any and all suits regarding this Agreement shall be brought solely and exclusively in the State of New Hampshire, and the Employee and the Company hereby consent to the jurisdiction of the state or federal courts sitting in the State of New Hampshire.


19.
Section 409A.

(a)          In General. The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to "termination of employment" or similar term shall mean an event that constitutes a "separation from service" or "involuntary separation from service" (as the case may be) within the meaning of Section 409A, any reimbursement of expenses shall occur no later than the end of the calendar year following the calendar year in which the expense is incurred (or such earlier date as applies  under  the Company's business  expense reimbursement policy) and reimbursements in one year shall not affect the amount of reimbursement available in any subsequent year, each payment or installment shall be treated as a separate payment, and if at separation from service the Employee is considered a Specified Employee within the meaning of said Section 409A, then any payments hereunder that are nonqualified deferred compensation within the meaning of said Section 409A that are to be made upon separation from service shall not commence earlier than six (6) months after the date of such separation from service, and any such amounts that would otherwise be paid to the Employee within the first six months following the separation from service shall be accumulated and paid to the Employee in a lump sum six months and one day following the separation from service (or if the Employee dies during such six-month period. as soon as practical following the date of death). The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

(b)         Effect of Release. To the extent that separation payments or benefits pursuant to this Agreement are conditioned upon execution and delivery by Employee of a

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release of claims, Employee shall forfeit all rights to such payments and benefits unless such release is signed, delivered and any right to revoke has expired so as to make the release fully effective, within sixty (60) days following the date of Employee's separation from service. If such release is so signed, delivered and effective, then such payments or benefits shall be made or commence upon the business day next following the date the release is so signed, delivered and effective; provided, however, that if such sixty (60) period would end in the calendar year following the date of Employee's separation from service, then such payments or benefits shall be made or commence upon the later of the date the release is so signed, delivered and effective and the first business day of such following calendar year.

20.        Survival of Obligations. The provisions of Section 7 of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee's employment. Other provisions of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee's employment to the extent necessary to the intended preservation of each party's respective rights and obligations.

21.        Counterparts. This Agreement may be executed in one or more counterparts. none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original. and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the par ties shall be deemed to constitute original signatures, and facsimile or PDF copies hereof shall be deemed to constitute duplicate originals.

22.        Captions and Headings. Captions and paragraph headings used herein are for convenience and ready reference only and are not a part of this Agreement and shall not be used in the construct ion or interpretation thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Employment Agreement is entered into to be effective as of the date hereof defined herein.

MINIM, INC.
 
Graham Chynoweth
     
/s/ Jeremy Hitchcock   /s/ Graham Chynoweth

 

Name: Jeremy Hitchcock
   
Title: Chairman, Board of Directors
   
     
Address:
 
 

 
848 Elm Street
 
[Address Omitted]
Manchester, NH
 
 
03101
 
 

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INIM
848 Elm Street Manchester. NH 03101 1.833.96.MINIM

May 14, 2019
Graham Chynoweth 

Dear Gray:

We are pleased to offer you the position of CEO with Minim Inc. (the "Company"), the specifics of which are set forth in the attached Employment Agreement. During your employment with the Company, you will perform your job duties for and provide services to the Company and its affiliates. This position is EXEM PT and reports to Jeremy Hitchcock. Chairman of the Board.

Independent of your employment as CEO, we are also please to consider your interest in making a direct investment of two hundred fifty thousand dollars ($250,000) in the Company and will undertake prompt and diligent actions in an effort to make this
opportunity available to you.

   


    Very truly yours,
   
Minim Inc.
     
 
  BY:
/s/ Jeremy Hitchcock 
 
  Jeremy Hitchcock, Chairman of the Broad
 
   
 
 
AGREED TO AND ACCEPTED:
   
 
 
         
/s/ Graham Chynoweth     5/22/19
 
Name     Date  
Graham Chynoweth      




Exhibit 10.29

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of the fourth day of December 2020, by and between Zoom Telephonics, Inc. (the “Company”) and Sean Doherty (the “Employee”).

WHEREAS, the Company desires to employ the Employee, and the Employee desires to accept such employment, subject to the terms and conditions of this Agreement.

In consideration of the Employee’s employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1.          Employment. The Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, on the terms and conditions set forth below. The Employee shall be employed under this Agreement on an at-will basis for an indefinite period of time, and the Employee or the Company may terminate the employment relationship with or without notice at any time and for any or no reason or cause in accordance with the terms of Section 5 hereof. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. The Employee’s employment with the Company pursuant to this Agreement shall commence on December 4, 2020 (the “Effective Date”).

  2.         Duties. The Employee shall serve the Company as Senior Vice President of Finance. In such capacity, the Employee shall be subject to the direction of the Company’s Chief Executive Officer. The Employee shall also perform such other services and duties in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company’s Chief Executive Officer.

3.          Compensation and Benefits.   The regular compensation and benefits payable to the Employee under this Agreement shall be as follows:

(a)          Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary at the annualized rate of 165,000.00 dollars ($165,000.00) per year, pro-rated for any partial year in which this Agreement is in effect. The Employee’s performance may be reviewed by the Company from time to time, and the Company may adjust the Employee’s salary pursuant to such performance reviews or for other reasons. The Employee’s salary shall be payable in equal installments in connection with the Company’s regular payroll dates and payroll procedures.

(b)          Bonus Opportunity. The Employee shall be entitled to receive such incentive or performance bonuses as the Company’s Chief Executive Officer may determine from time to time.

(c)         Benefits. The Employee shall be eligible to participate in all employee benefit, health and welfare, 401(k), profit sharing and other plans, policies and programs which the Company may, from time to time, have in effect for all or most employees of the Company. Such participation shall be subject to the terms of the applicable plan documents, generally


applicable policies of the Company, applicable law, and the discretion of the Company or any administrative or other committee provided for in, or contemplated by, any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. To the extent there is any conflict between the terms of this Agreement and the applicable benefit plan documents, the terms of the plan documents shall govern.

(d)          Vacation. The Company will be adopting an unlimited vacation policy, pursuant to which covered employees do not accrue any paid vacation time, but rather, will be able to take vacation time in their reasonable discretion, subject to Company approval and meeting the Company’s performance expectations. Once the Company adopts and implements that policy, the Employee will be covered by it and subject to its terms. Until that policy is adopted, the Employee will not accrue any vacation time, but rather will be permitted (with Company approval) to take vacation time in the Employee’s reasonable discretion. Because vacation time does not accrue for the Employee (either before adoption of the unlimited vacation time policy or after adoption of that policy), there is no payout of vacation time upon the termination of the Employee’s employment.

(e)          Expense Reimbursement.   The Company will reimburse the Employee on a monthly basis for all normal and reasonable business expenses incurred by the Employee in the course of performing the Employee’s duties for the Company hereunder, provided the Employee timely and properly completes and submits an expense report and any other appropriate documentation to the Company, as may be required in accordance with the policies in effect from time to time for Company employees.

4.         Extent of Service. During the Employee’s employment hereunder, the Employee shall devote the Employee’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Company’s interests and to the discharge of the Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, the Employee may engage in any outside business activities in which the Employee is engaged as of the Effective Date, and the Employee may engage in other business activities in the future provided:
(i) such activities are not for or with a competitor of the Company; (ii) such activities do not create a conflict of interest with respect to the Employee’s employment with the Company; (iii) such activities do not interfere with the Employee’s performance of the Employee’s job duties for the Company; (iv) the Employee notifies the Company in writing in advance of engaging in such activities; and (v) the Company’s Chief Executive Officer authorizes the Employee to engage in such activities (which such authorization will not be unreasonably withheld).

5.          Termination and Termination Benefits. The Employee’s employment hereunder shall terminate under the following circumstances:

(a)          Termination by the Company. The Employee’s employment hereunder may be terminated by the Company for Cause without further liability on the part of the Company, effective immediately, upon written notice to the Employee.

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(b)         Termination by the Employee. The Employee’s employment hereunder may be terminated by the Employee by written notice to the Company’s Chief Executive Officer at least thirty (30) days prior to such termination.

(c)         Disability. If due to physical or mental illness or disability, the Employee shall be disabled so as to be unable to perform substantially the Employee’s essential duties and responsibilities hereunder with reasonable accommodation by the Company to the Employee’s known physical or mental disability, solely in accordance with, and to the extent required by law (provided such accommodation would not impose an undue hardship on the operation of the Company’s business or a direct threat to the Employee or others) for a period of one hundred eighty (180) consecutive days, the Company may terminate the Employee’s employment, effective immediately, upon written notice to the Employee.

(d)          Death. The Employee’s employment with the Company shall terminate immediately upon the death of the Employee.

6.          Litigation and Regulatory Cooperation. The Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee is employed by the Company. The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Employee shall also cooperate fully with the Company in connection with any examination or review of any federal, state or local regulatory authority as any such examination or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will reimburse the Employee for any reasonable out-of-pocket expenses incurred in connection with such cooperation.

7.          Proprietary Information, Intellectuel Property, Non-Solicitation, and Non-Disparagement.


(a)
Definitions.

(i)          Proprietary Information. During the course of the Employee’s employment with the Company, the Employee will be given unique and specialized training and will have access to the trade secrets and other confidential information on which the Company’s business is based. As used in this Agreement, “Proprietary Information” means (1) the information referred to in the preceding sentence, (2) information regarding products and/or service the Company may subsequently sell or manufacture, have under development, active consideration or planning, (3) Inventions and Developments (as defined below),
(4) the confidential information of others with which the Company has a business relationship, and (5) any other information which the Company possesses or to which the Company has rights which have value to the Company, including (by way of example and without limitation) trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, data, know-how, copyrightable materials, marketing plans and strategies, including but

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not limited to social media plans and strategies, production plans and strategies, costs, pricing, vendor lists contact lists, and customer lists. Proprietary Information includes information developed by the Employee in the course of the Employee’s employment by the Company or otherwise relating to Inventions which belong to the Company under Section 7(e) below, as well as other information to which the Employee may have access in connection with the Employee’s employment.

(ii)          Company. For purposes of this Section 7, all references to the “Company” will be deemed to include the Company and its Affiliates.

(iii)         For purposes of this Section 7, the term “Non-Solicitation Period” shall mean the period of time during which the Employee is employed by the Company and for the twelve (12) consecutive months following the termination of the Employee’s employment with the Company for any reason.

(b)          Goodwill. The Employee acknowledges and agrees that: (i) during and as a result of the Employee’s employment by the Company, the Employee will acquire experience, skills and knowledge related to the Company’s business; and (ii) the Company depends upon its goodwill which it will entrust to the Employee during the term of the Employee’s employment by the Company by affording the Employee the opportunity to become acquainted with the clients, customers, accounts, prospects, suppliers, and licensees of the Company, to establish business relationships with them and to have access to records detailing their business activities with the Company.

(c)         Confidentiality. The Employee understands and agrees that the Employee’s employment creates a relationship of confidence and trust between the Employee and the Company with respect to all Proprietary Information. At all times, both during the Employee’s employment with the Company and after its termination, the Employee will keep in confidence and trust all such Proprietary Information, and will not use or disclose any such Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee’s duties to the Company. The Employee understands that the restrictions contained in this paragraph extend to and expressly prohibit disclosure of Proprietary Information through social media. The restrictions set forth in this Section 7(c) will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Employee, but this exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision.

(d)          Documents, Records, Etc. All documents, records, apparatus, equipment, photography and other physical property, whether or not pertaining to Proprietary Information, which are furnished to the Employee by the Company or are produced by the Employee in connection with the Employee’s employment will be and remain the sole property of the Company. Upon termination of the Employee’s employment, or at any earlier time upon the Company’s request, the Employee will immediately return to the Company all Company property, documents (including without limitation all written and graphic notes of any kind and description, including customer and contact lists, letters, correspondence, memoranda, notes, reports, computer or data processing results, computer software or data processing tapes,

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photography, disks or other material in machine readable form) and any Confidential Information. Further, upon termination of employment, the Employee shall remove from the Employee’s personal social media any designation or indication that he or she is a current employee of the Company.

(e)         Intellectual Property. The Employee agrees to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which the Employee discovers, conceives and/or develops, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period the Employee is employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during such period of employment or for one year thereafter ("Inventions"). The term Inventions does not include developments, productions, or creations generated by the Employee for third parties, provided that such developments, productions, or creations occur outside the scope of the Employee’s employment with the Company and do not relate to the Company’s business. The Employee hereby assigns and agrees to assign to the Company without any separate or additional remuneration the Employee’s entire right, title and interest in all Inventions, together with any and all United States and foreign rights thereto. The Employee agrees that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which are originated or produced by the Employee (solely or jointly with others), in whole or in part, within the scope of, or in connection with, the Employee’s employment will be considered "works made for hire" as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledges that the Employee is an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and the Employee agrees to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” the Employee hereby assigns all of his right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. The Employee agrees to cooperate with the Company, both during and subsequent to the Employee’s employment, to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of the Employee’s physical or mental capacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

(f)          Non-Solicitation. During Non-Solicitation Period, and regardless of the reasons for the termination of the Employee’s employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice,

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encourage, accept or cause to terminate his/her relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relationship with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee’s employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company’s business with such clients, customers, suppliers, vendors or accounts. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via social media that would violate this Section.

(g)          Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee’s use or disclosure of information or the Employee’s engagement in any business. The Employee represents to the Company that the Employee’s execution of this Agreement, the Employee’s employment with the Company, and the performance of the Employee’s proposed duties for the Company will not violate any obligations the Employee may have to any such previous employer or other party. In the Employee’s work for the Company, the Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h)         Non-Disparagement. The Employee agrees that the Employee will not, during the Employee’s employment with the Company or at any time thereafter, make any statements that are disparaging about or adverse to the business interests of the Company (including its officers, directors and employees) or which are intended to harm the reputation of the Company including, but not limited to, any statements that disparage any product, service, capability or any other aspect of the business of the Company, including via social media.

(i)          Injunctive Relief/Attorneys’ Fees. The Employee understands and acknowledges that the Company’s Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement (and/or any provision thereof and in particular, the provisions contained in this Section 7 regarding, non-solicitation, confidentiality, and non- disparagement) by the Employee. Further, to the extent permitted by law, the Employee agrees that the Employee shall be responsible for payment of the Company’s reasonable attorneys’ fees and costs in the event the Company prevails in any action against the Employee to enforce this

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Agreement or, to defend against any and all claims the Employee brings against the Company or its shareholders, employees, or agents.

8.          Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9.          Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.

10.        Assignment; Successors and Assigns, etc. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights under this Agreement without the consent of the Employee in the event that either the Company or its Affiliates, if any, shall hereafter effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity.   This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permitted assigns.

11.         Enforceability. The provisions of this Agreement are severable. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any obligation of the Employee’s under Section 7 of this Agreement is held to be unenforceable because of the duration of such obligation or the geographic area covered, the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and in its modified form such provision shall be enforceable.

12.         Forwarding of Agreement. The Employee hereby acknowledges and agrees that the Company may, in order to protect its interests, send a copy of this Agreement to any future employer of the Employee, and that the Employee shall have no claim against the Company in the event it does so.

13.         Advice of Counsel/Construction. The Employee acknowledges that the Employee has been advised by the Company to review the terms of this Agreement with legal counsel of the Employee’s choice and that the Employee has been given a reasonable opportunity to seek such legal advice.

14.         Employee Acknowledgement. The Employee acknowledges and agrees that the Employee’s responsibilities, duties, position, compensation, title and/or other terms and conditions of employment may change from time to time or the Employee may have a break in

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service or employment with the Company and, notwithstanding any change in any terms and conditions of employment or a break in service or employment, this Agreement shall remain in full force and effect.

15.        Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.        Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chief Executive Officer.

17.         Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company’s Chief Executive Officer.

18.         Affiliates. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

19.       Governing Law/Forum. The laws of Massachusetts shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance thereof or principles of choice of law. The Employee agrees that any and all suits regarding this Agreement shall be brought solely and exclusively in Massachusetts and the Employee hereby consents to the jurisdiction of the state or federal courts of Massachusetts.

20.        Section 409A. The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to “termination of employment” or similar term shall mean an event that constitutes a “separation from service” or “involuntary separation from service” (as the case may be) within the meaning of Section 409A, any reimbursement of expenses shall occur no later than the end of the calendar year following the calendar year in which the expense is incurred (or such earlier date as applies under the Company’s business expense reimbursement policy) and reimbursements in one year shall not affect the amount of reimbursement available in any subsequent year. The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

21.        Survival of Obligations. The provisions of Section 7 of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment. Other provisions of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment to the extent necessary to the intended preservation of each party’s respective rights and obligations.

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22.        Counterparts.   This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the parties shall be deemed to constitute original signatures, and facsimile or PDF copies hereof shall be deemed to constitute duplicate originals.

23.         Captions and Headings. Captions and paragraph headings used herein are for convenience and ready reference only and are not a part of this Agreement and shall not be used in the construction or interpretation thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Employment Agreement is entered into to be effective as of the date defined herein.

Zoom Telephonics, Inc.
 
Sean Doherty
       
By:
/s/ Sara Bishop   /s/ Sean Doherty
 
Name: Sara Bishop
   

Title:   Head of Talent and Culture
   
       
Address:
   
[Address Omitted]
101 Arch Street, 8th Floor
 

Boston, MA 02110
 



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Exhibit 10.30

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of the fourth day of December 2020, by and between Zoom Telephonics, Inc. (the “Company”) and Nicole Hayward (the “Employee”).

WHEREAS, the Company desires to employ the Employee, and the Employee desires to accept such employment, subject to the terms and conditions of this Agreement.

In consideration of the Employee’s employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1.          Employment. The Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, on the terms and conditions set forth below. The Employee shall be employed under this Agreement on an at-will basis for an indefinite period of time, and the Employee or the Company may terminate the employment relationship with or without notice at any time and for any or no reason or cause in accordance with the terms of Section 5 hereof. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise. The Employee’s employment with the Company pursuant to this Agreement shall commence on December 4, 2020 (the “Effective Date”).

  2.           Duties. The Employee shall serve the Company as Chief Marketing Officer/Chief Product Officer. In such capacity, the Employee shall be subject to the direction of the Company’s Chief Executive Officer. The Employee shall also perform such other services and duties in connection with the Company as may be assigned or delegated to the Employee from time to time by or under the authority of the Company’s Chief Executive Officer.

3.          Compensation and Benefits.   The regular compensation and benefits payable to the Employee under this Agreement shall be as follows:

(a)          Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary at the annualized rate of 200,000.00 dollars ($200,000.00) per year, pro-rated for any partial year in which this Agreement is in effect. The Employee’s performance may be reviewed by the Company from time to time, and the Company may adjust the Employee’s salary pursuant to such performance reviews or for other reasons. The Employee’s salary shall be payable in equal installments in connection with the Company’s regular payroll dates and payroll procedures.

(b)          Bonus Opportunity. The Employee shall be entitled to receive such incentive or performance bonuses as the Company’s Chief Executive Officer may determine from time to time.

(c)         Benefits. The Employee shall be eligible to participate in all employee benefit, health and welfare, 401(k), profit sharing and other plans, policies and programs which the Company may, from time to time, have in effect for all or most employees of the Company.


Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Company, applicable law, and the discretion of the Company or any administrative or other committee provided for in, or contemplated by, any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time. To the extent there is any conflict between the terms of this Agreement and the applicable benefit plan documents, the terms of the plan documents shall govern.

(d)          Vacation. The Company will be adopting an unlimited vacation policy, pursuant to which covered employees do not accrue any paid vacation time, but rather, will be able to take vacation time in their reasonable discretion, subject to Company approval and meeting the Company’s performance expectations. Once the Company adopts and implements that policy, the Employee will be covered by it and subject to its terms. Until that policy is adopted, the Employee will not accrue any vacation time, but rather will be permitted (with Company approval) to take vacation time in the Employee’s reasonable discretion. Because vacation time does not accrue for the Employee (either before adoption of the unlimited vacation time policy or after adoption of that policy), there is no payout of vacation time upon the termination of the Employee’s employment.

(e)          Expense Reimbursement.   The Company will reimburse the Employee on a monthly basis for all normal and reasonable business expenses incurred by the Employee in the course of performing the Employee’s duties for the Company hereunder, provided the Employee timely and properly completes and submits an expense report and any other appropriate documentation to the Company, as may be required in accordance with the policies in effect from time to time for Company employees.

4.         Extent of Service. During the Employee’s employment hereunder, the Employee shall devote the Employee’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Company’s interests and to the discharge of the Employee’s duties and responsibilities hereunder. Notwithstanding the foregoing, the Employee may engage in any outside business activities in which the Employee is engaged as of the Effective Date, and the Employee may engage in other business activities in the future provided:
(i) such activities are not for or with a competitor of the Company; (ii) such activities do not create a conflict of interest with respect to the Employee’s employment with the Company; (iii) such activities do not interfere with the Employee’s performance of the Employee’s job duties for the Company; (iv) the Employee notifies the Company in writing in advance of engaging in such activities; and (v) the Company’s Chief Executive Officer authorizes the Employee to engage in such activities (which such authorization will not be unreasonably withheld).

5.          Termination and Termination Benefits. The Employee’s employment hereunder shall terminate under the following circumstances:

(a)          Termination by the Company. The Employee’s employment hereunder may be terminated by the Company for Cause without further liability on the part of the Company, effective immediately, upon written notice to the Employee.

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(b)        Termination by the Employee. The Employee’s employment hereunder may be terminated by the Employee by written notice to the Company’s Chief Executive Officer at least thirty (30) days prior to such termination.

(c)         Disability. If due to physical or mental illness or disability, the Employee shall be disabled so as to be unable to perform substantially the Employee’s essential duties and responsibilities hereunder with reasonable accommodation by the Company to the Employee’s known physical or mental disability, solely in accordance with, and to the extent required by law (provided such accommodation would not impose an undue hardship on the operation of the Company’s business or a direct threat to the Employee or others) for a period of one hundred eighty (180) consecutive days, the Company may terminate the Employee’s employment, effective immediately, upon written notice to the Employee.

(d)          Death. The Employee’s employment with the Company shall terminate immediately upon the death of the Employee.

6.          Litigation and Regulatory Cooperation. The Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Employee is employed by the Company. The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Employee shall also cooperate fully with the Company in connection with any examination or review of any federal, state or local regulatory authority as any such examination or review relates to events or occurrences that transpired while the Employee was employed by the Company. The Company will reimburse the Employee for any reasonable out-of-pocket expenses incurred in connection with such cooperation.

7.          Proprietary Information, Intellectuel Property, Non-Solicitation, and Non-Disparagement.


(a)
Definitions.

(i)          Proprietary Information. During the course of the Employee’s employment with the Company, the Employee will be given unique and specialized training and will have access to the trade secrets and other confidential information on which the Company’s business is based. As used in this Agreement, “Proprietary Information” means (1) the information referred to in the preceding sentence, (2) information regarding products and/or service the Company may subsequently sell or manufacture, have under development, active consideration or planning, (3) Inventions and Developments (as defined below), (4) the confidential information of others with which the Company has a business relationship, and (5) any other information which the Company possesses or to which the Company has rights which have value to the Company, including (by way of example and without limitation) trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, data, know-how, copyrightable materials, marketing plans and strategies, including but

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not limited to social media plans and strategies, production plans and strategies, costs, pricing, vendor lists contact lists, and customer lists. Proprietary Information includes information developed by the Employee in the course of the Employee’s employment by the Company or otherwise relating to Inventions which belong to the Company under Section 7(e) below, as well as other information to which the Employee may have access in connection with the Employee’s employment.

(ii)          Company. For purposes of this Section 7, all references to the “Company” will be deemed to include the Company and its Affiliates.

(iii)         For purposes of this Section 7, the term “Non-Solicitation Period” shall mean the period of time during which the Employee is employed by the Company and for the twelve (12) consecutive months following the termination of the Employee’s employment with the Company for any reason.

(b)            Goodwill. The Employee acknowledges and agrees that: (i) during and as a result of the Employee’s employment by the Company, the Employee will acquire experience, skills and knowledge related to the Company’s business; and (ii) the Company depends upon its goodwill which it will entrust to the Employee during the term of the Employee’s employment by the Company by affording the Employee the opportunity to become acquainted with the clients, customers, accounts, prospects, suppliers, and licensees of the Company, to establish business relationships with them and to have access to records detailing their business activities with the Company.

(c)         Confidentiality. The Employee understands and agrees that the Employee’s employment creates a relationship of confidence and trust between the Employee and the Company with respect to all Proprietary Information. At all times, both during the Employee’s employment with the Company and after its termination, the Employee will keep in confidence and trust all such Proprietary Information, and will not use or disclose any such Proprietary Information without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee’s duties to the Company. The Employee understands that the restrictions contained in this paragraph extend to and expressly prohibit disclosure of Proprietary Information through social media. The restrictions set forth in this Section 7(c) will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by the Employee, but this exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision.

(d)          Documents, Records, Etc. All documents, records, apparatus, equipment, photography and other physical property, whether or not pertaining to Proprietary Information, which are furnished to the Employee by the Company or are produced by the Employee in connection with the Employee’s employment will be and remain the sole property of the Company. Upon termination of the Employee’s employment, or at any earlier time upon the Company’s request, the Employee will immediately return to the Company all Company property, documents (including without limitation all written and graphic notes of any kind and description, including customer and contact lists, letters, correspondence, memoranda, notes, reports, computer or data processing results, computer software or data processing tapes,

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photography, disks or other material in machine readable form) and any Confidential Information. Further, upon termination of employment, the Employee shall remove from the Employee’s personal social media any designation or indication that he or she is a current employee of the Company.

(e)          Intellectual Property. The Employee agrees to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to writing or practice or not, which the Employee discovers, conceives and/or develops, in whole or in part, either individually or jointly with others (whether on or off the Company’s premises or during or after working hours) during the period the Employee is employed with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during such period of employment or for one year thereafter ("Inventions"). The term Inventions does not include developments, productions, or creations generated by the Employee for third parties, provided that such developments, productions, or creations occur outside the scope of the Employee’s employment with the Company and do not relate to the Company’s business. The Employee hereby assigns and agrees to assign to the Company without any separate or additional remuneration the Employee’s entire right, title and interest in all Inventions, together with any and all United States and foreign rights thereto. The Employee agrees that all Inventions and all works of authorship, literary works (including computer programs), audiovisual works, translations, compilations, and any other written materials, including but not limited to, copyrightable works (the “Works”) which are originated or produced by the Employee (solely or jointly with others), in whole or in part, within the scope of, or in connection with, the Employee’s employment will be considered "works made for hire" as defined by the U.S. Copyright Act (17 USC §101, as amended) and further acknowledges that the Employee is an employee as defined under that Act. All such works made for hire are and will be the exclusive property of the Company, and the Employee agrees to treat any such works as Proprietary Information. In the event that any Works are not deemed to be “works made for hire,” the Employee hereby assigns all of his right, title, and interest in and to such Works, including but not limited to, the copyrights therein, to the Company. The Employee agrees to cooperate with the Company, both during and subsequent to the Employee’s employment, to execute all instruments including patent and copyright applications and assignments therefor, and to do all other things reasonably necessary to fully vest, and perfect, in the Company the ownership rights contemplated herein. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or instrument necessary to secure trademarks, letters patent, copyrights or other analogous protection relating to any Works, whether because of the Employee’s physical or mental capacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts.

(f)          Non-Solicitation. During Non-Solicitation Period, and regardless of the reasons for the termination of the Employee’s employment with the Company, the Employee will not, in any form or manner, directly or indirectly: (1) hire, employ, engage, solicit, entice,

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encourage, accept or cause to terminate his/her relationship with the Company or attempt to hire, employ, engage, solicit, entice, encourage, accept or cause to terminate his/her relationship with the Company, any Company employee, consultant or other service provider; or (2) hire, employ, engage or otherwise become involved in a business association or attempt to hire, employ, engage or otherwise become involved in a business association with any person who at any time during the one (1) year prior to the termination of the Employee’s employment with the Company was employed by the Company or engaged as a consultant to the Company; or (3) contact, solicit, divert, take away, or attempt to contact, solicit, divert or take away, any clients, customers, suppliers, vendors or accounts, or prospective clients, customers, suppliers, vendors, or accounts, of the Company, or any of the Company’s business with such clients, customers, suppliers, vendors or accounts. The Employee acknowledges that the restrictions contained in this Section extend to and expressly prohibit conduct via social media that would violate this Section.

(g)          Third-Party Agreements and Rights. The Employee hereby confirms that the Employee is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Employee’s use or disclosure of information or the Employee’s engagement in any business. The Employee represents to the Company that the Employee’s execution of this Agreement, the Employee’s employment with the Company, and the performance of the Employee’s proposed duties for the Company will not violate any obligations the Employee may have to any such previous employer or other party. In the Employee’s work for the Company, the Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(h)          Non-Disparagement. The Employee agrees that the Employee will not, during the Employee’s employment with the Company or at any time thereafter, make any statements that are disparaging about or adverse to the business interests of the Company (including its officers, directors and employees) or which are intended to harm the reputation of the Company including, but not limited to, any statements that disparage any product, service, capability or any other aspect of the business of the Company, including via social media.

(i)          Injunctive Relief/Attorneys’ Fees. The Employee understands and acknowledges that the Company’s Proprietary Information, Inventions, and goodwill are of a special, unique, unusual, character which gives them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law. The Employee understands and acknowledges that, in addition to any and all other rights or remedies that the Company may possess, the Company shall be entitled to injunctive and other equitable relief, without posting a bond, if the Employee breaches any portion of this Agreement or in order to prevent a breach or threatened breach of this Agreement (and/or any provision thereof and in particular, the provisions contained in this Section 7 regarding, non-solicitation, confidentiality, and non- disparagement) by the Employee. Further, to the extent permitted by law, the Employee agrees that the Employee shall be responsible for payment of the Company’s reasonable attorneys’ fees and costs in the event the Company prevails in any action against the Employee to enforce this

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Agreement or, to defend against any and all claims the Employee brings against the Company or its shareholders, employees, or agents.

8.          Withholding. All payments made by the Company under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

9.          Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to such subject matter.

10.        Assignment; Successors and Assigns, etc. Neither the Company nor the Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights under this Agreement without the consent of the Employee in the event that either the Company or its Affiliates, if any, shall hereafter effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity.   This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permitted assigns.

11.        Enforceability. The provisions of this Agreement are severable. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any obligation of the Employee’s under Section 7 of this Agreement is held to be unenforceable because of the duration of such obligation or the geographic area covered, the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and in its modified form such provision shall be enforceable.

12.         Forwarding of Agreement. The Employee hereby acknowledges and agrees that the Company may, in order to protect its interests, send a copy of this Agreement to any future employer of the Employee, and that the Employee shall have no claim against the Company in the event it does so.

13.         Advice of Counsel/Construction. The Employee acknowledges that the Employee has been advised by the Company to review the terms of this Agreement with legal counsel of the Employee’s choice and that the Employee has been given a reasonable opportunity to seek such legal advice.

14.         Employee Acknowledgement. The Employee acknowledges and agrees that the Employee’s responsibilities, duties, position, compensation, title and/or other terms and conditions of employment may change from time to time or the Employee may have a break in

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service or employment with the Company and, notwithstanding any change in any terms and conditions of employment or a break in service or employment, this Agreement shall remain in full force and effect.

15.        Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.        Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address the Employee has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Chief Executive Officer.

17.         Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company’s Chief Executive Officer.

18.         Affiliates. For purposes of this Agreement, “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest.

19.        Governing Law/Forum. The laws of Massachusetts shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance thereof or principles of choice of law. The Employee agrees that any and all suits regarding this Agreement shall be brought solely and exclusively in Massachusetts and the Employee hereby consents to the jurisdiction of the state or federal courts of Massachusetts.

20.        Section 409A. The provisions of this Agreement are intended not to result in the imposition of additional tax or interest under Section 409A of the Internal Revenue Code, and such provisions shall be interpreted and administered in accordance with such intent. Without limiting the foregoing, this Agreement shall not be amended or terminated in a manner so as to result in the imposition of such tax or interest, any reference to “termination of employment” or similar term shall mean an event that constitutes a “separation from service” or “involuntary separation from service” (as the case may be) within the meaning of Section 409A, any reimbursement of expenses shall occur no later than the end of the calendar year following the calendar year in which the expense is incurred (or such earlier date as applies under the Company’s business expense reimbursement policy) and reimbursements in one year shall not affect the amount of reimbursement available in any subsequent year. The foregoing notwithstanding, the Company shall not be liable to any person for the tax consequences of any failure to comply with the requirements of Section 409A.

21.        Survival of Obligations. The provisions of Section 7 of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment. Other provisions of this Agreement shall survive the expiration of this Agreement or the earlier termination of the Employee’s employment to the extent necessary to the intended preservation of each party’s respective rights and obligations.

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22.        Counterparts.   This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The facsimile or PDF signatures of the parties shall be deemed to constitute original signatures, and facsimile or PDF copies hereof shall be deemed to constitute duplicate originals.

23.         Captions and Headings. Captions and paragraph headings used herein are for convenience and ready reference only and are not a part of this Agreement and shall not be used in the construction or interpretation thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Employment Agreement is entered into to be effective as of the date defined herein.

Zoom Telephonics, Inc.
 
Nicole Hayward
       
By: /s/ Sara Bishop  
/s/ Nicole Hayward

Name: Sara Bishop
   

Title:   Head of Talent and Culture
   
       
Address:
 
[Address Omitted]
101 Arch Street, 8th Floor
 

Boston, MA 02110
 



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Exhibit 10.31

Employment Agreement

This Employment Agreement ("Agreement") is made and effective as of November 1, 2019 by and between Zoom Telephonics, Inc., a Delaware company with offices currently located at 225 Franklin Street, Boston, MA 02110 (the "Company"), and John Lauten an individual who resides at whose principal place of residence is currently at [Address Omitted] (the "Executive") (collectively referred to herein as the "Parties").

WHEREAS, the Company desires to employ Executive by engaging Executive to perform services under the terms hereof; and

WHEREAS, Executive wishes to be employed by the Company and provide full-time personal services to the Company in return for the compensation and benefits detailed herein.

Statement of Agreement

FOR AND IN CONSIDERATION of the mutual promises and covenants set forth herein, each of the Company, directly or through its subsidiaries, and Executive hereby agrees to the employment of Executive on the following terms and conditions and, except to the extent specifically superseded by this Agreement, subject to all of the Company's policy and procedures regarding its employees.


1.
Employment.


1.1.
General
The Company shall employ Executive as a full-time employee, of the Company effective as of November 11, 2019 (the "Start Date"), in the position set forth in Section 1.2, and upon the other terms and conditions her in provided. Executive agrees to devote his best efforts, energies, and skill to the discharge of the Responsibilities and Authorities set for in Section 1.3 below.


1.2.
Position
Executive shall serve as the Senior Vice President of Operations ,. Executive shall directly report to the CEO and President.


1..3.
Responsibilities and Authority
See Exhibit A


l.4.
Primary Place of Performance
Company's principal executive office currently located at 225 Franklin Street, Boston, MA 02110. Executive understands that the principal executive office may change in the future to a different location in the Boston or surrounding area. In addition, the Company may from time to time require Executive to travel temporarily to other domestic and international locations on Company business.



1.5.
Term
The term of  this  Agreement  commences  on the Start Date and  continues until employment terminates pursuant to Section 5 of this Agreement.


2.
Compensation and Related Matters.


2.1.
Annual Base Salary
Executive shall initially receive a base salary at the rate of $195,000 per annum, subject to withholdings and deductions, and paid electronically to Executive's designated bank accounts on a bi-weekly basis. Annual base salary increases will be a minimum of the prior year US inflation rate plus 2%.


2.2.
Annual Bonus
Commencing upon the Start Date, Executive shall be enti1tlecl to performance bonuses, determined and paid semi-annually according to the Company fiscal year. Each bonus will be based on performance goals mutually agreed upon by the Executive and the Company. The first semi-annual bonus will be up to 17.5% of the Executive's annual base salary, plus any pro-rata amount, based on achievement of the mutually agreed objectives. The second and on-going semi-annual bonus will be up to 17.5% of the Executive's then annual base salary, based on achievement of mutually agreed objectives. All bonuses shall be paid in a lump sum, subject to withholdings and deductions, and paid electronically to Executive's designated back accounts.


2.3.
Signing Bonus
Executive shall be entitled to a signing bonus in the gross amount, prior to applicable withholding and deductions, of $15,000 which shall be paid by Company within 30 days of the Start Date.


2.4.
Living Expenses
While Executive is employed by Company, Company will pay for Executive's lease of an apartment/condo near the Company's principal office. The total cost to Company, including any necessary furniture and utilities, will not exceed $6,000 per month. Executive understands that this is taxable compensation, and that the associated taxes will be paid by the Executive.


2.5.
Travel and Expenses for Personal Visits Home
While Executive is employed by Company, Company will pay for four (4) round-trip economy class airline tickets per quarter for Executive to visit his family at his home and/or for Executive's family members to visit Executive in Boston area. Non-use of any round-trip economy class airline travel within a given quarter will be forfeited and will not be carried forward to the subsequent quarter.


2.6.
Travel and Expenses for Business Trips
Domestic and international travel will be according to Company Travel Policy and/ or normal business travel approach for Senior Executives. For any international non-stop airline flight greater than nine (9) hours, Executive is entitled to Business Class accommodations.



3.
Equity Awards.


3.1.
Initial Stock Option
Upon or near the Executive's Start Date , Executive will receive an initial option grant to purchase 80,000 shares of the Company's common stock, at a purchase price equal to the fair market value of the Company's Common Stock on the date of grant (such fair market value to be determined by the closing price on the day prior to the date of grant). The option will be subject to the terms and conditions applicable to options granted under the Company's 2009 Stock Option Plan (the "Plan"), as described in the Plan and the applicable option agreement Executive will be required to sign. All shares subject to such option will vest over two years from the grant date, the "Vesting Commencement Date"). Twenty-five percent (25%) of the shares subject to such option shall vest on the 6-month anniversary of the Vesting Commencement Date and the remaining options shall vest in equal 6-month installments over the two years. The initial stock options will expire three years after the Vesting Commencement Date.


3.2.
Additional Stock Option
Within 24 months of Executive's Start Date, Executive will receive an additional option grant to purchase that number of shares of Company common stock calculated by the cost per share as determined by the Black-Scholes pricing model up to $80,000 of Company expense totaled over the period the expense will occur. The option will be subject to the terms, conditions, vesting, and expiration timeframe listed above in Section 3.1.


4.
Benefits and Perquisites.


4.1.
Benefits
Executive shall be entitled to participate in such full-time employee and executive benefit plans and programs as the Company may from time to time offer, subject to the terms and conditions of such plans. Executive benefit are to begin on the Start Date.


4.2.
Life Insurance
Company shall pay for Executive's premiums of a Term Life insurance policy, up to a maximum of $4,000 annually, beginning on the Start Date.


4.3.
401(k) Savings
Executive may participate in the Company 401(k) savings program immediately on the Start Date.


4.4.
Paid Vacation, Sick, and Holiday
Vacation and sick time shall be in accordance with Company policies, with four (4) weeks' vacation and up to six (6) days sick time per year.


4.5.
Computer and Cell Phone
On the Executive's Start Date, Executive will be provided a Company provided Apple Mac laptop, two (2) monitors, one (1) dual monitor stand, one (1) docking station, and a printer. Monthly


Executive cell phone charges for domestic and international calling will be reimbursed by Company.


4.6.
Liability Protection
Executive will be protected under the Company Officer's and Director's liability insurance.


4.7.
Legal Fees
Executive acknowledges that he has the right and has the opportunity to consult with an attorney in connection with negotiation, drafting and finalizing this Agreement. Company shall promptly reimburse or directly pay on Executive's behalf, attorney fees and costs incurred by the Executive in connection with the negotiation, drafting, and finalization of this Agreement, up to an amount not to exceed $2,000.


4.8.
Allowed Activities
Executive is allowed to participate on non-competing company, university, and/or non-profit organization boards while working at Company full-time, provided that Executive shall not Engage in any activity which would reasonably be expected to interfere with the performance of Executive's duties, services and responsibilities for the Company.


5.
Termination.


5.1.
At Will Employment
Subject to the obligations of the Company in Section 5.2 and 5.3, the Parties acknowledge that Executive's employment is and shall continue to be at-will, as defined under applicable law. This means that it is not for any specified period of time and can be terminated by Executive or by the Company at any time, with or without advance notice.


5.2.
Change of Control
In the event of "Change of Control" the Executive will receive severance pay equal to monthly base pay times the lesser of the number of full months the Executive has been employed by the Company or six if (a) Executive's employment is terminated without Cause within six months after a Change of Control, or (b) the Executive's job responsibilities, reporting status or compensation are materially diminished and the named Executive voluntarily terminates his employment with the acquiring company within six months after the Change of Control. In addition, in the event of a Change of Control of Company, outstanding stock options granted to the Executive will become immediately vested, with the right to be exercised at the option grant price. For purposes of this Agreement, "Change of Control" shall mean that any person, partnership or corporation acquires all or substantially all of the assets and business of the Company or a majority of the voting power represented by the equity of the Company or any successor thereto.


5.3.
Severance
If Executive is involuntarily terminated for any reason other than far Cause or Change of Control, Executive will receive severance pay  equal to monthly base pav times the lesser of the number of full months Executive has been employed by the Company or three, provided that Executive


executes a separation agreement and general release of claims in a form satisfactory to the Company, such severance to be paid in accordance with the Company's normally scheduled payroll, and all outstanding stock options that have vested (or that will ordinarily vest within six (6) months) will become immediately vested and will be exercisable for a period of up to 30 days after termination .


5.4.
Voluntary Termination; For Cause Termination
If Executive voluntarily terminates his employment with the Company or if the Company terminates Executive's employment for Cause, then Executive shall not be entitled to any severance compensation.


5.5.
Death or Disability
If this Agreement terminates due to Executive Death or Disability, Company shall pay Executive, or to Executive heirs or estate if applicable, the Severance listed in Section 5.3.


5.6.
Cause Definition
"Cause" means, for purposes of this Agreement, any of the following:

a)
Conviction of the Executive of a felony or any other serious crimes;

b)
Commission by the Executive of any act of theft, fraud, breach of fiduciary duty or gross moral turpitude;

c)
Executive's gross negligence or willful misconduct in the performance of his duties;

d)
Wrongful misappropriation by the Executive of any Company, or Company clients, money, assets, or other property; or

e)
Any material breach of this Agreement that remains uncured for 30 days after notice of such breach.


6.
Executive's Restrictive Covenants. Executive's employment with the Company is conditioned upon his signing the Company's Intellectual Property and Confidentiality Agreement ("IPCA."), a copy of which is attached as Exhibit B to this Agreement .


6.1.
Non-Compete
During the term of Executive's employment Executive shall not Either alone or as a member of a partnership or association, or as an officer, director, advisor, consultant, agent, or employee of any other organization, be engaged in Competition or concerned with any other duties or pursuits requiring Executive's active personal services that will conflict with Executive's ability or objectivity in performing Executive's obligations under this Agreement. For this purpose, "Competition" with the business of the Company includes supplying products or providing services to any customer or client with which the Company has done any business during the period commencing one year prior to the date hereof and ending on the termination of Executive's employment with the Company. Executive agrees that irreparable harm to the Company will result from Executive's violation of this section of the Agreement, and notwithstanding anything in the Agreement to the contrary, the Company may seek injunctive relief in a Court of competent jurisdiction enjoining Executive from violating the Agreement in order to prevent immediate an irreparable harm.



6.2.
Confidential Information
During the term of Executive's employment  and thereafter, Executive shall not make or cause to be made any unauthorized disclosure or other use of any confidential information regarding the Company or any of its activities and operations, except to the extent reasonably necessary or appropriate in connection with the performance by Executive of Executive's authority and responsibility under this Agreement or as may be legally required; provided, however, that nothing herein contained shall preclude the use or disclosure of  a1ny information known generally to the public. Notwithstanding the foregoing, Executive acknowledges  and understands  that he shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly  or indirectly, or to an attorney; and (ii) solely  for the  purpose of reporting or investigating a suspected violation of law; or (H) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Also, if Executive files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney and use the trade secret information in the court proceeding, provided that Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.


6.3.
Non-Solicitation
During the term of Executive's employment and for a period of one year thereafter, Executive shall not, either alone or in conjunction with or assistance of another person, interfere  with or harm, or attempt to interfere with or harm, the business of the Company (or any of its subsidiaries or affiliates) by offering employment to any person who is employed by the Company.


6.4.
Invention Assignment
During the term of this agreement, Executive hereby assigns Ito Company all right, title, and interest in and to any Inventions Executive develops or creates, individually or jointly, in connection with Executive's employment relationship with Company.


6.5.
No Disparagement
During the term of Executive's employment and thereafter, Executive shall not criticize, ridicule or make any statement which disparages or is derogatory of the Company or any person affiliated with the Company to any third party or in any public statement.


6.6.
No Failure to Return Property
Upon termination of employment, Executive is to immediately surrender to the Company possession of all Company property in Executive's possession or control, tangible or intangible, including without limitation equipment, trade secrets, confidential and proprietary information and intellectual property in whatever embodiment or form, and all copies and other reproductions and extracts thereof, including those prepared by Executive. Executive also agrees to destroy any copies of such property and to permanently delete any electronic copies thereof.



7.
Resolution of Disputes.


7.1.
Negotiation
The Parties shall attempt in good faith to resolve any dispute arising under this Agreement promptly by negotiation. Either may give the other written notice of any dispute not resolved in the normal course of business, stating that party's position and proceed with negotiations. Within five (5) business days after delivery of the disputing party's notice, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored.


7.2.
Arbitration
If any issues arising under this Agreement in dispute are not resolved by such negotiation (or if any party fails to participate in such negotiation), any party may, by written notice to the other, demand that the dispute be resolved by binding arbitration in Boston, MA, before a single arbitrator pursuant to the national rules for the resolution of employment disputes of the American Arbitration Association ("AAA"). The arbitrator shall be instructed, and the parties shall cooperate, with completing the arbitration with a ruling, if possible, in writing on each issue in dispute within 60 days of the arbitrator's appointment by the AAA. The arbitrator shall have: the power to award damages, equitable relief, reasonable attorney's fees and expenses, and the fees and expenses of 1the arbitrator and of the AAA, to any party. The arbitrator's rulings and awards shall be final and binding upon the Parties and judgment thereon may be entered in any court having competent jurisdiction. Unless otherwise ordered by the arbitrator, the Company and Executive shall each pay an equal share of the fees and expenses; of the arbitrator and of the AAA.


8.
Miscellaneous Provisions.


8.1.
Representation as to Limitations
Executive represents and warrants that Executive is not under any contractual or legal restraint that prevents or prohibits Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.


8.2.
Assignment
Executive may not assign this Agreement or any of its rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement or any of its rights and obligations under this Agreement, effective upon written Notice to Executive.


8.3.
Notices
Any notice, request, claim, demand, document and other communication here under to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or by certified or registered mail, postage prepaid (or if it is sent through any other method agreed upon by the Parties), as follows:

a)
If to Company, at the address set forth on the first page hereto, to the attention of the CEO.



b)
If to Executive, at the address set forth on the first page hereto, to the attention of the Executive .

c)
Or at any other address as any Party shall have specified by notice in writing to the other Party.


8.4.
Headings
The headings and captions are for convenience only and shall not be deemed to limit, construe, affect, or alter the meaning of the underlying provisions.


8.5.
Severability
If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any jurisdiction for any reason, such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, and the remainder of this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable portion were not contained herein.


8.6.
Governing Law
This Agreement shall be construed and enforced under and in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the conflict of law principles thereof.


8.7.
Amendments
No amendments may be made to this Agreement unless agreed to in writing signed by both parties hereto.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first above written. This Agreement may be executed in separate counterparts, each of which shall be deemed an original.

Zoom Telephonics, Inc.
 
Executive
 
By:
 
By:
 
 
 
 
 
/s/ Joe Wytanis
 
/s/ John Lauten  
Name: Joe Wytanis
 
Name: John Lauten
 
Title: President/COO
 
 
 


Exhibit A
Responsibilities and Authority

Manage and oversee all Operation duties of the Company, including but not limited to, the following areas:


1)
Supply chain forecasting, production planning, logistics and other miscellaneous supply chain activities.

2)
Mexico production, shipping and warehousing that includes North America Profit Sharing (NAPS), inventory management, and obsolete & excess inventory.

3)
Customer service returns (RMA's) that include wholesale, end user, and service provider returns.

4)
Amazon inventory levels, returns, and payments.

5)
Financial functions such as A/R, A/P, Bank loans, status reports, and finance tasks needed for auditing.

6)
Sales operation functions such as EDI processing, account price matrix, order processing, and sales reporting.

7)
New product introduction and change orders.

8)
Manufacturing partners and key component suppliers.

9)
Participation in all Executive Level activity including Company financial planning, strategic planning, staff meetings, customer interfacing, etc....

10)
Ensuring all Company Operation goals and objectives are met.




Exhibit 31.3

Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Graham Chynoweth, certify that:

1.
I have reviewed this Annual Report on Form 10-K/A of Zoom Telephonics, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
 

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
/s/ Graham Chynoweth
 
     
 
Graham Chynoweth
 
  Chief Executive Officer  
 
April 29, 2021
 




Exhibit 31.4

Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Sean Doherty, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A of Zoom Telephonics, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
 

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
/s/ Sean Doherty
 
     
 
Sean Doherty
 
  Chief Financial Officer  
 
April 29, 2021
 




Exhibit 32.3

Certification of Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Graham Chynoweth, Chief Executive Officer of Zoom Telephonics, Inc. (the “Company”), in compliance with Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, to the best of my knowledge, the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020 (the “Report”) filed with the Securities and Exchange Commission:

Fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
/s/ Graham Chynoweth
 
     
 
Graham Chynoweth
 
  Chief Executive Officer  
 
April 29, 2021
 
 
A signed copy of this written statement required by Section 906 has been provided to Zoom Telephonics, Inc. and will be retained by Zoom Telephonics, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.




Exhibit 32.4

Certification of Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Sean Doherty, Chief Financial Officer of Zoom Telephonics, Inc. (the “Company”), in compliance with Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, to the best of my knowledge, the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020 (the “Report”) filed with the Securities and Exchange Commission:

Fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
/s/ Sean Doherty
 
     
 
Sean Doherty
 
 
Chief Financial Officer
 
 
April 29, 2021
 
 
A signed copy of this written statement required by Section 906 has been provided to Zoom Telephonics, Inc. and will be retained by Zoom Telephonics, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.