-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FhkG+g0YRjvw4xdm8z4nsT+Ekc1DHsYeJmCHLfNgYc5EwWBEF/OuRiG5qjymAekr 3mzr+CVLOv2D6pEuZOth0w== 0000068505-98-000028.txt : 19981026 0000068505-98-000028.hdr.sgml : 19981026 ACCESSION NUMBER: 0000068505-98-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981023 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERPHASE CORP CENTRAL INDEX KEY: 0000728249 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 751549797 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36946 FILM NUMBER: 98729878 BUSINESS ADDRESS: STREET 1: 13800 SENLAC DR CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 2146545000 MAIL ADDRESS: STREET 1: 13800 SENLAC DR STREET 2: 13800 SENLAC DR CITY: DALLAS STATE: TX ZIP: 75234 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOTOROLA INC CENTRAL INDEX KEY: 0000068505 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 361115800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1303 E ALGONQUIN RD CITY: SCHAUMBURG STATE: IL ZIP: 60196 BUSINESS PHONE: 7085765000 FORMER COMPANY: FORMER CONFORMED NAME: MOTOROLA DELAWARE INC DATE OF NAME CHANGE: 19760414 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* INTERPHASE CORPORATION ------------------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE PER SHARE ------------------------------------ (Title of Class of Securities) 460593-10-6 ----------- (CUSIP Number) CAROL FORSYTE MOTOROLA, INC., 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196 (847) 576-7646 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 15, 1998 ---------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 460593-10-6 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Motorola, Inc. I.R.S. #36-1115800 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) 00 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [x] 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Incorporation: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWE -0- 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14. TYPE OF REPORTING PERSON (See Instructions) CO AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3("Amendment") relates to the shares (the "Shares") of common stock, no par value per share, of Interphase Corporation, a Texas corporation ("Interphase"). The Report on Schedule 13D filed by Motorola, Inc. dated May 4, 1990, ("Original Report") as amended by Amendment No. 1 dated August 15, 1990 and Amendment No. 2 dated February 6, 1991 (hereinafter collectively referred to as "Motorola Schedule 13D"), is hereby amended and supplemented as set forth below. Item 1 Security and Issuer. This statement relates to the common stock, no par value per share (the "Shares"), of Interphase Corporation, a Texas corporation ("Interphase"). Interphase's principal executive offices are located at 13,800 Senlac Road, Dallas, Texas 75234-8823. Item 2. Identity and Background Item 2 of the Motorola Schedule 13D is hereby amended and restated as follows: This statement is being filed by Motorola, Inc., a Delaware corporation ("Motorola"). Motorola's principal executive offices are located at 1303 East Algonquin Road, Schaumburg, IL 60196. Motorola is one of the world's leading providers of wireless communications, semiconductors and advanced electronic systems, components and services. Major equipment businesses include cellular telephone, two-way radio, paging and data communications, personal communications, automotive, defense and space electronics and computers. Motorola semiconductors power communication devices, computers and millions of other products. "Motorola" is a registered trademark of Motorola, Inc. The names, business addresses and present principal occupations of the directors and executive officers of Motorola are set forth in the attached Appendix 1, which is incorporated by reference. Appendix 1 also lists the principal business of any employer that employs a director who is not also an executive officer of Motorola. To the best of Motorola's knowledge, all directors and executive officers of Motorola are citizens of the United States. Neither Motorola nor, to the best of Motorola's knowledge, any director or executive officer of Motorola listed on the attached Appendix 1 has been, during the last five years, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On March 14, 1989, pursuant to the negotiated terms of a Common Stock Purchase Agreement dated as of the same date (the "Stock Agreement"), Motorola purchased from Interphase 660,000 Shares for $7,260,000 and was granted a warrant by Interphase (the "Warrant"), to purchase upon the occurrence of the conditions described below, an additional 660,000 Shares at a price of $15.40 per Share (the exercise price of the Warrant and the number of Shares covered by the Warrant were subject to adjustment as specified in the Warrant). The Warrant was to be exercised by Motorola only (a) if Motorola's aggregate purchases from Interphase for any four consecutive fiscal quarters equal or exceed 25 percent of Interphase's input, output and network controller aggregate net sales for those quarters or (b) a Change in Control (as defined in the Warrant) of Interphase occurs. The Warrant could only be exercised in whole by Motorola through March 14, 1996. On March 14, 1996 the Warrant expired without being exercised. The funds for purchase of the 660,000 Shares came from Motorola's working capital. To the best of Motorola's knowledge, Item 3 is not applicable to any director or executive officer of Motorola. Item 4. Purpose of Transaction On October 15, 1998, pursuant to the negotiated terms of a Stock Redemption Agreement (the "Redemption Agreement") dated October 15, 1998 between Motorola and Interphase, a copy of which is attached hereto as Exhibit 1, Interphase agreed to redeem the 660,000 Shares ("Redeemed Shares") owned by Motorola on a quarterly basis over a period of 3.75 years commencing on October 15, 1998 and ending on July 15, 2002 in substantially equal installments. Interphase has the right under the Redemption Agreement, upon not less than 20 days notice to Motorola, to accelerate the redemption of the Redeemed Shares. The Redemption Agreement provides that the purchase price for the Redeemed Shares shall be $6.25 per share, for an aggregate purchase price of $4,125,000. In accordance with the terms of the Redemption Agreement, on October 15, 1998, Interphase redeemed 50,000 Shares owned by Motorola, at $6.25 per share for an aggregate purchase price of $312,500. Pursuant to the terms of the Redemption Agreement, the Stock Agreement was terminated as of the date of the Redemption Agreement and is no longer in effect. The Redemption Agreement provides that Motorola will retain title to, and will be entitled to receive and retain any dividends and other distributions with respect to the remaining Redeemed Shares prior to redemption. However, pursuant to the terms of the Redemption Agreement, on October 15, 1998, Motorola granted Interphase an irrevocable proxy (the "Proxy") to vote the remaining Redeemed Shares in all matters for which shareholders of Interphase are entitled to vote. The Proxy will terminate in the event of default by Interphase of any of its obligations under the Redemption Agreement. A copy of the Proxy is attached hereto as Exhibit 2. The Redemption Agreement also provides that during the term of the Redemption Agreement Motorola will not transfer the 660,000 Shares except as provided by the Redemption Agreement. A Shareholders Agreement executed on March 14, 1989 (the "Shareholder Agreement") between Motorola, Michael E. Cope ("Cope") and S. Thomas Thawley ("Thawley") provides that Motorola will be entitled to nominate a director to the Board of Directors of Interphase and that Cope and Thawley will vote their Shares for such director and also use their best efforts to cause that director to be elected and re-elected to Interphase's board. Motorola also agreed to use its best efforts to cause the director it nominates to vote with the majority of Interphase's Board of Directors on any friendly merger or acquisition, subject to such director's exercise of his or her fiduciary responsibilities. This provision will expire whenever Motorola's equity ownership in Interphase falls below ten percent. The Motorola nominee to the Interphase Board of Directors has resigned. In addition, Cope, Thawley and Motorola no longer collectively have voting control over enough shares to cause the election of any Motorola nominee. The Shareholder Agreement also requires Cope and Thawley, in certain instances when either of them desire to sell Shares, to allow Motorola and the other non-selling party to purchase those Shares, as described in the Shareholder Agreement. Except as set forth in this Item 4, neither Motorola, nor to the best of Motorola's knowledge, any of its executive officers or directors, has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D . Item 5. Interest in Securities of the Issuer (a) As of October 15, 1998, Motorola disclaims any beneficial ownership, as defined in Rule 13d-3 under the Securities Exchange Act of 1934 Act, as amended (the "1934 Act"), in any of the 610,000 Shares (which represent approximately 11% of all outstanding Shares based on Interphase's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998) to which Motorola retains legal title, pursuant to the terms of the Redemption Agreement and Proxy described in Item 4 above. (b) As of October 15, 1998, Motorola disclaims any voting power, sole or shared, or dispositive power, sole or shared, with respect to the Redeemed Shares pursuant to the terms of the Redemption Agreement and Proxy described in Item 4 above. (c) Except as described in this Amendment, Motorola had no transactions in Shares during the past 60 days. To the best of Motorola's knowledge, no director or executive officer of Motorola has engaged in any transactions in Shares during the past 60 days. (d) As of October 15, 1998, Motorola had the right to receive the dividends from the remaining Redeemed Shares prior to redemption thereof pursuant to the terms of the Redemption Agreement and to receive the proceeds from the redemption of the remaining Redeemed Shares. (e) As of October 15, 1998, Motorola disclaimed being the beneficial owner, as defined in Rule 13d-3 under the 1934 Act of more than 5% of the Shares pursuant to the terms of the Redemption Agreement and the Proxy, described in Item 4 above. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Items 3 and 4 for a description of the Stock Agreement, the Shareholder Agreement, the Warrant, the Redemption Agreement and the Proxy. All statements made in the body of this Amendment which relate to the terms of the Stock Agreement, the Shareholder Agreement, the Warrant, the Redemption Agreement and the Proxy are qualified in their entirety by the terms of such documents. The Stock Agreement, the Shareholder Agreement and the Warrant were previously filed as Exhibits 1, 2 and 3, respectively, to the Original Report. The Redemption Agreement and Proxy are attached hereto as Exhibits 1 and 2, respectively. Item 7. Materials to be filed as Exhibits EXHIBIT DESCRIPTION - ------------------------------------- Exhibit 1 Stock Redemption Agreement Exhibit 2 Proxy Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 23, 1998 /s/ Carl F. Koenemann ------------------------------------ Carl F.Koenemann Executive Vice President and Chief Financial Officer APPENDIX 1 INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA The following table sets forth the name, age, business address, and principal occupation or employment at the present time and during the past five years of each director and executive officer of Motorola. Unless otherwise noted, each such person is a citizen of the United States. In addition, unless otherwise noted, each such person's business address is 1303 East Algonquin Road, Schaumburg, Illinois 60196. DIRECTORS OF MOTOROLA, INC. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, MATERIAL, OFFICES OR EMPLOYMENT HELD DURING THE PAST FIVE YEARS, NAME AND AGE- Gary L. Tooker....Age 59; Chairman of the Board; Director since 1986. Mr. Tooker started with Motorola in 1962, holding ascending marketing and operations assignments within the semiconductor business. He served as General Manager of the Semiconductor Products Sector from 1981 through 1986 becoming Executive Vice President and General Manager in 1984; Senior Executive Vice President and Chief Corporate Staff Officer in 1986; Chief Operating Officer in 1988; President in 1990; Vice Chairman of the Board and Chief Executive Officer in 1993; and Chairman of the Board in January of 1997. He is a member of the Board of Directors of Eaton Corporation, Atlantic Richfield Company (ARCO) and Catalyst. Ronnie C. Chan....Age 48; Director since 1997. Mr. Chan has been the Chairman of Hong Kong based Hang Lung Development Group since 1991. Hang Lung Development Group is made up of three publicly traded companies in property development, property investment and hotels. In 1986, Mr. Chan co- founded the private Morningside/Springfield Group and is a director of certain companies within the Group. The Morningside Group directs investments in private companies. The Springfield Group engages in financial trading, fund management and investment consulting. He is a member of the Board of Directors of Enron Corporation and Standard Chartered PLC. His business address is: Hang Lung Development Company Limited, 28/F Standard Chartered Bank Building, 4 Des Voeux Road Central, Hong Kong. H. Laurance Fuller....Age 59; Director since 1994. Mr. Fuller is Chairman of the Board and Chief Executive Officer of Amoco Corporation, an energy company. Mr. Fuller was elected President of Amoco Corporation in 1983, and its Chairman of the Board and Chief Executive Officer in 1991. He has been a member of Amoco Corporation's Executive Committee and a member of the Board of Directors of Amoco since 1981. Mr. Fuller joined Amoco in 1961, was named President of Amoco Oil Company in 1978, and was elected Executive Vice President of Amoco Corporation in 1981. He is also a director of The Chase Manhattan Corporation, The Chase Manhattan Bank, N.A., Abbott Laboratories, Security Capital Group, the American Petroleum Institute, Catalyst, and Rehabilitation Institute of Chicago. His business address is: Amoco Corporation, 200 East Randolph Street, Chicago, IL 60601. Christopher B. Galvin....Age 48; Chief Executive Officer since January 1997; Director since 1988. Mr. Galvin began working for Motorola part-time in 1967 and full-time in 1973. Between 1973 and 1988 he served in sales, sales management, marketing, product management, service management and general management positions in Motorola's two-way Radio, Tegal subsidiary (semiconductor capital equipment products) and paging businesses. In 1988, he became Chief Corporate Staff Officer and was elected to the Board of Directors. In 1990, he was appointed to the Office of the Chief Executive as Senior Executive Vice President and Assistant Chief Operating Officer. He served as President and Chief Operating Officer from 1993 until he became Chief Executive Officer on January 1, 1997. Mr. Galvin is the son of Robert W. Galvin. Robert W. Galvin....Age 76; Chairman of the Executive Committee since 1990; Director since 1945. Mr. Galvin started his career at Motorola in 1940. He held the senior officership position in Motorola from 1959 until 1990, when he became Chairman of the Executive Committee. He continues to serve as a full time officer of Motorola Robert L. Growney....Age 56; Director since 1997. Mr. Growney began his career with Motorola in 1966 holding various positions in Motorola's wireless communications businesses. He was appointed a company officer in 1985, elected corporate vice president by the Board of Directors in 1986, elevated to senior vice president in 1989, to executive vice president in 1992, and to President and General Manager of the Messaging, Information and Media Sector in 1994. He was elected President and Chief Operating Officer effective January 1, 1997 and elected to the Board of Directors in February of 1997. He is currently a Director of Microware Systems Corporation. Anne P. Jones....Age 63; Director since 1984. Ms. Jones is currently working as a consultant. She was a partner in the Washington, D.C. office of the Sutherland, Asbill & Brennan law firm from 1983 until 1994. Prior thereto, she was a Commissioner of the Federal Communications Commission, General Counsel of the Federal Home Loan Bank Board, and was on the staff of the Securities and Exchange Commission from 1968 to 1977. She was Director of the Division of Investment Management of the Securities and Exchange Commission in 1976 and 1977. Ms. Jones is a director of the IDS Mutual Fund Group, Amnex, Inc., and C-COR Electronics, Inc. Her business address is: 5716 Bent Branch Road, Bethesda, MD 20816. Donald R. Jones....Age 68; Director since 1987. Mr. Jones joined Motorola in 1951; became Director of Finance and Planning of the Communications Division in 1968; Treasurer of Motorola in 1971; Vice President and Assistant Chief Financial Officer in 1974; Senior Vice President and Assistant Chief Financial Officer in 1984; and Executive Vice President and Chief Financial Officer in 1985. He retired in 1991. He is a trustee of the Kemper Mutual Funds, Chicago, Illinois. His business address is: 1776 Beaver Pond Road, Inverness, IL 60067. Judy C. Lewent....Age 49; Director since 1995. Ms. Lewent has been Senior Vice President and Chief Financial Officer, Merck & Co., Inc., a pharmaceuticals company, since 1992 and was formerly its Vice President-- Finance and Chief Financial Officer (1990-1992) and Vice President and Treasurer (1987-1990). She is also a director of Astra Merck, Inc.; the DuPont Merck Pharmaceutical Company; Johnson & Johnson Merck Consumer Pharmaceuticals Company; The Quaker Oats Company; Chugai MSD Co. Ltd; and Merial Limited. Her business address is: Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ 08889. Dr. Walter E. Massey....Age 60; Director since 1993. Dr. Massey is President of Morehouse College. After becoming staff physicist and post- doctoral fellow at Argonne National Laboratory, assistant professor at the University of Illinois, associate professor and professor of physics at Brown University, Dr. Massey then joined Argonne National Laboratory as its director and was named to the additional position of Vice President for Research of the University of Chicago in 1982. In 1984, Dr. Massey became Vice President for Research and for Argonne National Laboratory, the University of Chicago. In 1991, he was appointed by President Bush as the Director of the National Science Foundation. In April, 1993 he became Provost and Senior Vice President, Academic Affairs, University of California System, and since August, 1995 he has been President of Morehouse College. He is a director of Amoco Corporation and BankAmerica Corporation and its subsidiary, Bank of America, N.T.S.A. Dr. Massey previously served as a director of Motorola from May 1984 until May 1991 when he accepted his appointment to the National Science Foundation. His business address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA 30314. Thomas J. Murrin....Age 69; Director since 1991. Mr. Murrin has been Dean of Duquesne University's School of Business Administration since January 1991. He previously was Deputy Secretary of the U.S. Department of Commerce and served as a U.S. delegate to the NATO Industrial Advisory Group and as a member of the Defense Policy Advisory Committee on Trade from July 1989 to January 1991. From 1983 to 1987 he was President of the Energy and Advanced Technology Group of Westinghouse Electric Corporation, which he joined in 1951. He is a director of Duquesne Light Company and its holding company, DQE, Inc. His business address is: Duquesne University School of Business Administration, Room 405, Rockwell Hall, 600 Douglas Ave, Pittsburgh, PA 15282. Nicholas Negroponte....Age 54; Director since 1996. Mr. Negroponte is a founder and director of the Massachusetts Institute of Technology's Media Laboratory an interdisciplinary, multi-million dollar research center focusing exclusively on the study and experimentation of future forms of human and machine communication. In 1967 he founded MIT's pioneering Architecture Machine Group, a combination lab and think tank responsible for many radically new approaches to the human-computer interface. He joined the MIT faculty in 1966 and became a full professor in 1990. In 1992 Mr. Negroponte co- founded Wired magazine of which he is the senior columnist. His business address is: Massachusetts Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA 02139. John E. Pepper, Jr....Age 60; Director since 1994. Mr. Pepper is Chairman of the Board of Directors and Chief Executive of Procter & Gamble Co., a consumer products company. Mr. Pepper joined Procter & Gamble in 1963, became General Manager of Procter & Gamble Italia in 1974, and was named Division Manager--International in 1977. In 1978 he returned to the U.S. as Vice President--Packaged Soap and Detergent Division. He was elected Executive Vice President of Procter & Gamble Co. and was named to its Board of Directors in 1984, was named President in 1986 and was named Chairman of the Board and Chief Executive in July, 1995. Mr. Pepper is also a director of the Xerox Corporation. His business address is: Procter & Gamble Co., One Procter & Gamble Plaza, Cincinnati, OH 45202. Samuel C. Scott III....Age 54; Director since 1993. Mr. Scott is currently President of Corn Products International. Prior to this position, he was Vice President of CPC International and President of CPC's worldwide corn refining business. Mr. Scott joined CPC International in 1973 in the corn refining business. He held a number of positions during his career with CPC. He became a Vice President of CPC in 1991 and President of the Corn Refining Division in 1995. On December 31, 1997, CPC spun off its corn refining division as a separate corporation, Corn Products International. Mr. Scott serves on the Board of Directors of Corn Products International, Reynolds Metals Company, the Corn Refiners Association and Inroads Chicago. His business address is: CPC International, Inc. 6500 Archer Road, Summit- Argo, IL 60501. B. Kenneth West....Age 65; Director since 1976. Mr. West is currently serving as Senior Consultant for corporate governance to Teachers Insurance and Annuity Association, College Retirement Equities Fund, a major pension fund company. He retired as Chairman of the Board of Harris Trust and Savings Bank and its holding company, Harris Bankcorp, Inc. in 1995 where he had been employed since 1957. He is also a director of The Pepper Companies, Inc. His business address is: Harris Bankcorp, Inc. P.O. Box 775, Chicago, IL 60609. Dr. John A. White....Age 58; Director since 1995. Dr. White has served since July 1997, as Chancellor of the University of Arkansas. Dr. White served from July 1991 to July 1997, as Dean of Engineering at Georgia Institute of Technology, having been a member of the faculty since 1975. During the period from July 1988 to September 1991, he served as Assistant Director of the National Science Foundation in Washington, D.C. He is a director of Eastman Chemical Company, CAPS Logistics, Inc., Logility, Inc., and Russell Corporation. His business address is: University of Arkansas, 425 Administration Building, Fayetteville, AR 72701. EXECUTIVE OFFICERS OF MOTOROLA (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, MATERIAL, OFFICES OR EMPLOYMENT HELD DURING PAST FIVE YEARS, NAME, AND AGE - Keith J. Bane....Age 59; Executive Vice President and President, Americas Region since March 1997; Executive Vice President and Chief Corporate Staff Officer from February 1995 to March 1997; Senior Vice President and Chief Corporate Staff Officer from August 1994 to February 1995; Senior Vice President and Director of Strategy, Technology and External Relations from October 1993 to August 1994; and Senior Vice President and Director of Strategy from November 1988 to October 1993. Robert L. Barnett....Age 58; Executive Vice President and President, Commercial Government and Industrial Solutions Sector since July 1998; Executive Vice President and President Land Mobile Products Sector from March 1997 to July 1998; Senior Vice President, President and General Manager, Land Mobile Products Sector from March 1996 to March 1997; Corporate Vice President and General Manager, iDEN Group, Land Mobile Products Sector from May 1995 to March 1996. President, Nexteps, Inc. an international communications consulting firm from 1992 to 1995. His business address is 1301 E. Algonquin Road, Schaumburg, IL 60196. Arnold S. Brenner.... Age 61; Executive Vice President and President, Global Government Relations and Standards since 1997; interim President, Europe Middle East and Africa Region since April 1998; Executive Vice President and General Manager, Japan Group from November 1988 to 1997. His business address is: 3102 N. 56th Street, Phoenix, AZ 85018. Glenn A. Gienko....Age 46; Executive Vice President and Director of Human Resources since May 1996; Senior Vice President and Director of Human Resources from June 1995 to May 1996; Corporate Vice President--Human Resources, General Systems Sector from February 1994 to June 1995; and Vice President--Human Resources, General Systems Sector from June 1990 to February 1994. Merle L. Gilmore....Age 50; Executive Vice President and President, Communications Enterprise, Acting President, Network Solutions Sector since July 1998; Executive Vice President and Deputy to the Chief Executive Office for the Enterprise-Wide Communications Business Plan from April 1998 to July 1998; Executive Vice President and President, Motorola Europe, Middle East and Africa from March 1997 to April 1998; Executive Vice President, President and General Manager, Land Mobile Products Sector ("LMPS"), from July 1994 to March 1997; Senior Vice President and President and General Manager, LMPS, from June 1994 to July 1994; Senior Vice President and Assistant General Manager, LMPS, from July 1992 to June 1994. His business address is 425 N. Martingale Road, 19th Floor, Schaumburg, IL 60173. Bo Hedfors....Age 54, Corporate Vice President and President, Network Solutions Sector since September 1998. President and Chief Executive Officer of Ericsson U.S. from 1994 to August 1998; Chief Technical Officer of Ericsson U.S. from 1990 to 1994; Director of Technology of Ericsson U.S. Computer Division from 1987 to 1990; and President, Honeywell-Ericsson from 1984 to 1987. His business address is: 1475 West Shure Drive, Arlington Heights, IL 60004. Carl F. Koenemann....Age 60; Executive Vice President and Chief Financial Officer since December 1991. Ferdinand C. Kuznik....Age 57; Executive Vice President and President, Personal Communications Sector since July 1998; Executive Vice President and President, Cellular Subscriber Sector from August 1997 to July 1998; Senior Vice President and General Manager, Communications & Electronics Group, Land Mobile Products Sector from 1993 to August 1997. His business address is: 600 North U.S. Highway 45, Libertyville, Illinois 60048. A. Peter Lawson....Age 52; Executive Vice President, General Counsel and Secretary to the Board since May, 1998; Senior Vice President, General Counsel and Secretary to the Board since November 1996; Senior Vice President and General Counsel from March 1996 to November 1996; Senior Vice President and Assistant General Counsel from November 1994 to March 1996; Corporate Vice President and Assistant General Counsel from November 1987 to November 1994. James A. Norling....Age 56; Executive Vice President and Deputy to the Chief Executive Office, and Acting President of Global Telecom Solutions Group since July 1998; Executive Vice President and President, Messaging, Information and Media Sector from January 1997 to July 1998; Executive Vice President and President, Motorola Europe, Middle East and Africa from April 1993 to December 1996; and Executive Vice President, and President and General Manager, Semiconductor Products Sector from December 1989 to April 1993. His business address is: 1301 E. Algonquin Road, Schaumburg, IL 60196. Hector Ruiz....Age 52; Executive Vice President and President, Semiconductor Products Sector since May 1997; Executive Vice President, Office of the President, SPS from February 1997 to May 1997; Executive Vice President and General Manager, Messaging Systems Products Group, Messaging Information and Media Sector from April 1996 to February 1997; Executive Vice President and General Manager, Paging Products Group, Messaging Information and Media Sector from 1994 to April 1996; and Senior Vice President and General Manager, Paging Products Group, Paging and Telepoint Systems Group from 1991 to 1994. His business address is: 6501 William Cannon Drive, Austin, TX 78735. Frederick T. Tucker....Age 58; Executive Vice President and President, Automotive, Component, Computer and Energy Sector since September 1992. His business address is: 4000 Commercial Drive, Northbrook, IL 60062. Richard W. Younts....Age 59; Executive Vice President and President, Asia Pacific Region since March 1997; Executive Vice President and Corporate Executive Director International-Asia and Americas from December 1993 to March 1997; and Senior Vice President and Corporate Executive Director, International-Asia and Americas from July 1991 to December 1993. EX-1 2 EXHIBIT 1 TO 13D/A Exhibit 1 STOCK REDEMPTION AGREEMENT THIS STOCK REDEMPTION AGREEMENT (this "Agreement") is made as of October 15, 1998 (the "Effective Date") by and between INTERPHASE CORPORATION, a Texas corporation (the "Company"), and MOTOROLA, INC., a Delaware corporation ("Motorola"). Except as otherwise indicated herein, capitalized terms used herein are defined in Article VII hereof. WHEREAS, Motorola owns 660,000 shares (the "Shares") of Common Stock, no par value per share ("Common Stock") of the Company, which represents approximately 12% of the total outstanding voting securities of the Company; and WHEREAS, the Company has agreed to redeem all of such Shares of Common Stock owned by Motorola pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties hereto agree as follows: ARTICLE I PURCHASE OF SECURITIES ---------------------- 1.1 Purchase. On the terms and subject to the conditions of this Agreement, at each of the Closings (as hereinafter defined), the Company agrees to purchase from Motorola, and Motorola agrees to sell to the Company, that number of Shares of Common Stock set forth on Schedule A hereto. The purchase price for the Shares shall be $6.25 per share (the "Purchase Price"), for an aggregate purchase price of $4,125,000. 1.2 Closing. (a) The closings of the transaction contemplated by this Agreement (each a "Closing" and collectively the "Closings") will take place at the offices of the Company in Dallas, Texas, on each of the dates set forth on Schedule A hereto (each a "Closing Date" and collectively the "Closing Dates") (so long as all conditions to the obligations of the parties to consummate the transactions contemplated hereby have been satisfied or waived), or at such other time and location as is mutually agreed upon by the Company and Motorola; provided, however, that the Company shall have the right to accelerate any or all of the Closings upon not less than twenty (20) days prior notice to Motorola. (b) At each Closing (i) Motorola will deliver to the Company the stock certificates evidencing and representing that number of Shares being redeemed on such Closing Date duly endorsed for transfer to the Company, (ii) the Company shall deliver to Motorola certificates evidencing the balance of such Shares, if any, then owned by Motorola and registered in the name of Motorola, (iii) the Company will deliver in cash to Motorola in the amount equal to the Purchase Price multiplied by that number of Shares being redeemed on such Closing Date, and (iv) Motorola will execute and deliver to the Company such other documents or instruments as may be reasonably requested by the Company to confirm good title onto the Company in that number of Shares being redeemed on such Closing Date. ARTICLE II CONDITIONS TO CLOSING --------------------- 2.1 Conditions to Motorola's Obligations. The obligation of Motorola to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions precedent on or before each Closing Date: (a) the representations and warranties set forth in Article III herein and made by or on behalf of the Company elsewhere in this Agreement and all information delivered in any schedule, attachment or exhibit hereto will be true and correct in all material respects at and as of such Closing Date as though then made and as though references to such Closing Date were substituted for references to the date of this Agreement; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement prior to such Closing; and (c) all proceedings to be taken by the Company in connection with the consummation of the transaction contemplated hereby and all certificates, instruments and other documents, required to be delivered by the Company to effect the transaction contemplated hereby will be reasonably satisfactory in form and substance to Motorola. Any condition to the obligations of Motorola in this Section 2.1 may be waived by Motorola in its sole discretion. 2.2 Conditions to the Company's Obligations. The obligation of the Company to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions precedent on or before each Closing Date: (a) the representations and warranties set forth in Article IV herein and made by or on behalf of Motorola elsewhere in this Agreement and all information delivered in any schedule, attachment or exhibit hereto will be true and correct in all material respects at and as of such Closing Date as though then made and as though references to such Closing Date were substituted for references to the date of this Agreement; (b) Motorola will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement prior to such Closing; and (c) all governmental filings, authorizations and approvals that are required for the consummation of the transaction contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Company other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. The conditions specified in this Section 2.2 may be waived by the Company in its sole discretion. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY --------------------------------------------- As a material inducement to Motorola to enter into this Agreement, the Company hereby represents and warrants to Motorola that: 3.1 Authorization of the Transaction. The Company has full corporate power and authority, and has obtained all approvals and consents required to enter into, execute and deliver this Agreement, and to perform fully its obligations under this Agreement. The Board of Directors of the Company has duly approved this Agreement and has duly authorized the execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby. No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement, and the consummation of the transaction contemplated hereby. 3.2 Organization; Due Execution and Delivery. The Company is a corporation duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges, and in good standing in the State of Texas, is qualified to do business in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect and has the corporate power and the corporate authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 3.3 Absence of Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby do not and will not (a) conflict with or result in a breach of any of the provisions of, (b) constitute a default under, (c) result in a violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any lien, security interest, charge or encumbrance under, or (f) require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body under, the provisions of the charter or bylaws of the Company, as amended, or any indenture, mortgage, lease, license, loan agreement or other agreement or instrument to which the Company is bound or by which the Company is affected, or any law, statute, rule or regulations or any judgment, order or decree to which the Company is subject. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MOTOROLA ------------------------------------------ As a material inducement to the Company to enter into this Agreement, Motorola hereby represents and warrants to the Company that: 4.1 Authorization of the Transaction. Motorola has full corporate power and authority, and has obtained all approvals and consents required to enter into, execute and deliver this Agreement, and to perform fully its obligations under this Agreement. No other corporate proceedings on the part of Motorola are necessary to approve and authorize the execution and delivery of this Agreement, and the consummation of the transaction contemplated hereby. 4.2 Organization; Due Execution and Delivery. Motorola is a corporation duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges, and in good standing in the State of Delaware, is qualified to do business in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect and has the corporate power and the corporate authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. This Agreement has been duly executed and delivered by Motorola and constitutes a valid and binding agreement of Motorola, enforceable against Motorola in accordance with its terms. 4.3 Absence of Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby do not and will not (a) conflict with or result in a breach of any of the provisions of, (b) constitute a default under, (c) result in a violation of, or (d) require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body under, the provisions of the certificate of incorporation or bylaws of Motorola or any agreement or instrument to which Motorola is bound or by which it is affected, or any applicable law, statute, rule or regulation or any judgment, order or decree to which Motorola is subject. 4.4 Title. Motorola is the owner of the Shares, free and clear of all liens, claims and encumbrances of any nature whatsoever. At each Closing, the Company will receive good title to that number of Shares being redeemed on such Closing Date, free and clear of all liens, claims and encumbrances of any nature whatsoever. 4.5 Receipt of Information. Motorola confirms that (a) it has been given the opportunity to examine all relevant documents and to ask questions of, and to receive answers from, the Company concerning the Company, the Shares and the transactions described in this Agreement, and (b) it has relied on publicly available information and its own knowledge or the advice of its own counsel, accountants, or advisors with regard to the legal, tax, and other considerations involved in the transactions described in this Agreement; and no representations have been made to Motorola concerning the Company or its business or prospects, or other matters, except as set forth in this Agreement. ARTICLE V BREACH; TERMINATION ------------------- 5.1 Breach. In the event of a breach by the Company of the obligations set forth in Article I, any amount then due to Motorola by the Company shall bear interest at a rate per annum equal to twelve percent (12%), commencing on the date which is ten (10) days after such amount was due until such unpaid amount has been paid in full. 5.2 Termination. This Agreement may be terminated at any time prior to each Closing: (a) by mutual written consent of Motorola and the Company; or (b) by either of Motorola or by the Company if there has been a material misrepresentation or breach on the part of the other party to this Agreement if such breach is not cured within ten (10) days after receipt of notice of such breach from the non-breaching party. 5.3 Effect of Termination. In the event of termination of this Agreement by either Motorola or the Company as provided above, this Agreement will forthwith become void as to future Closings and there will be no liability on the part of any party hereto to any other party hereto or its shareholders or directors or officers in respect hereof, except that nothing herein will relieve any party from liability resulting from any breach of this Agreement prior to such termination, including, without limitation, such amounts due pursuant to Section 5.1. ARTICLE VI ADDITIONAL AGREEMENTS --------------------- 6.1 Ownership of Shares. The Company acknowledges that prior to the redemption of any of the Shares as contemplated by this Agreement, Motorola shall retain title to such Shares and shall be entitled to receive and retain dividends and other distributions with respect to such Shares. In connection herewith, Motorola shall grant to the Company a proxy to vote the Shares in all matters for which shareholders of the Company shall be entitled to vote; provided, however, that such proxy shall terminate in the event of a default by the Company of any of its obligations under this Agreement if such breach is not cured within ten (10) days after receipt of notice of such breach from Motorola. 6.2 Transfer of Shares. During the term of this Agreement, Motorola shall not sell, convey, assign, pledge or otherwise transfer the Shares except as contemplated herein. 6.3 Termination of Existing Agreements. By execution hereof the Company and Motorola agree that the Common Stock Purchase Agreement dated March 14, 1989 is hereby terminated and shall be of no further force and effect. 6.4 Adjustments. (a) Changes in Stock. If the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock or there are other increases or decreases in such shares effected without receipt of consideration by the Company occurring after the date of this Agreement, a proportionate and appropriate adjustment shall be made in the number and kind of Shares subject to this Agreement, so that the proceeds to Motorola immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. (b) Reorganization. If the Company shall engage in any reorganization, merger or consolidation with one or more other corporations, this Agreement shall pertain to and apply to the securities to which Motorola would have been or is entitled immediately following such reorganization, merger or consolidation, with a corresponding proportionate adjustment of the Purchase Price per share so that the aggregate Purchase Price thereafter shall be the same as the aggregate Purchase Price of the Shares immediately prior to such reorganization, merger or consolidation. (c) Adjustments. Adjustments specified in this Section relating to stock or securities of the Company shall be made by the Company and Motorola, whose determination in that respect shall be final, binding and conclusive. ARTICLE VII DEFINITIONS ----------- "Material Adverse Effect" shall mean (i) a material adverse change in (A) the business, assets, earnings, operations, prospects, or customer, supplier, employee or sales representative relations, or financial or other condition of the Company, taken as a whole, or (B) the Company's ability to pay or perform its obligations in accordance with the terms thereof, or (ii) the existence of any action or proceeding by or before any court or government body wherein an unfavorable judgment, decree, injunction or order would prevent the carrying out of this Agreement or the transaction contemplated by this Agreement or cause such transaction to be rescinded. "Person" means any individual, sole proprietorship, partnership (including a limited partnership), joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, limited liability company, joint stock company, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof) or other business entity. ARTICLE VIII MISCELLANEOUS ------------- 8.1 Amendment and Waiver. This Agreement may be amended and any provision of this Agreement may be waived, provided that, any such amendment or waiver will be binding upon a party only if such amendment or waiver is set forth in a writing executed by each of the Company and Motorola. No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any party under or by reason of this Agreement. 8.2 Binding Agreement; Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by a party without the prior written consent of the other party, except in accordance with operation of law. 8.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement. 8.4 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person. 8.5 Headings; Interpretation. The headings used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no caption had been used in this Agreement. Whenever the term "including" is used in this Agreement (whether or not the term is followed by the phrase "but not limited to" or "without limitation" or words of similar effect) in connection with a listing of one or more items or matters, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or an exclusive listing of, such items or matters. 8.6 Entire Agreement. This Agreement and the documents referred to herein contain the entire agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way. 8.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together will constitute one and the same instrument. 8.8 Governing Law. THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 8.9 Parties in Interest. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties and their respective successors and assign any rights or remedies under or by virtue of this Agreement. 8.10 Costs and Expenses. Each of Motorola and the Company agree to pay on demand all reasonable costs and expenses of the other party (whether plaintiff or defendant), including the reasonable fees and out-of- pocket expenses of counsel for such other party in connection with the enforcement of any breach of this Agreement, if such other party is the prevailing party in such enforcement action. 8.11 Nondisclosure. Neither the Company nor Motorola shall issue any press release or make any other public disclosure (including disclosure to public officials) with respect to this Agreement or the transactions contemplated by this Agreement, except as required by law, without the prior approval of the other party, which approval shall not be unreasonably withheld; provided, that either party may, if considered necessary by its counsel to fulfill its obligations as a publicly traded corporation, respond to inquiries and issue such releases as it considers necessary and appropriate, if it notifies the other party in advance of the substance of such proposed response or proposed release and gives such party reasonable opportunity for comment prior to such response or release. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. INTERPHASE CORPORATION By:/s/ Gregory B. Kalush ------------------------------ Title: Vice President of Finance Chief Financial Officer/Treasurer MOTOROLA, INC. By: /s/ Carl F. Koenemann ------------------------------ Title: Executive Vice President and Chief Financial Officer SCHEDULE A ---------- Closing Date Shares to be Redeemed Purchase Price - ------------ --------------------- -------------- Effective Date 50,000 $312,500.00 January 15, 1999 40,667 $254,168.75 April 15, 1999 40,667 $254,168.75 July 15, 1999 40,667 $254,168.75 October 15, 1999 40,667 $254,168.75 January 15, 2000 40,667 $254,168.75 April 15, 2000 40,667 $254,168.75 July 15, 2000 40,667 $254,168.75 October 15, 2000 40,667 $254,168.75 January 15, 2001 40,667 $254,168.75 April 15, 2001 40,667 $254,168.75 July 15, 2001 40,667 $254,168.75 October 15, 2001 40,667 $254,168.75 January 15, 2002 40,667 $254,168.75 April 15, 2002 40,667 $254,168.75 July 15, 2002 40,662 $254,137.50 EX-2 3 EXHIBIT 2 TO 13D/A Exhibit 2 PROXY Know all men by these presents that the undersigned, Motorola Inc., organized under the laws of the State of Delaware, U.S.A. (hereinafter "Motorola") and the holder of shares of stock in Interphase Corporation, a Texas corporation (hereinafter "Interphase"), hereby constitutes and appoints the then current and acting Chief Executive Officer of Interphase, proxy of the undersigned, with full power of substitution and revocation, for and in the name, place and stead of the undersigned, to vote, or consent to shareholder action with respect to, the shares of stock of Interphase standing in the name of Motorola, in all matters for which shareholders of Interphase shall be entitled to vote or execute consents in lieu thereof; provided, this proxy shall terminate in the event of an uncured default by Interphase of any of its obligations under, and as provided in, the Stock Redemption Agreement (hereinso- called) dated October 15, 1998, between Interphase and Motorola. THE PROXY GRANTED HEREBY IS IRREVOCABLE AND SHALL BE DEEMED COUPLED WITH AN INTEREST PURSUANT TO ARTICLE 2.29(C)(2) OF THE TEXAS BUSINESS CORPORATION ACT, AND SHALL BE VALID THROUGHOUT THE ENTIRE TERM OF THE STOCK REDEMPTION AGREEMENT (I.E. THROUGH JULY 15, 2002), SUBJECT TO EARLIER TERMINATION OF THIS PROXY IN THE EVENT OF AN UNCURED DEFAULT BY INTERPHASE UNDER THE STOCK REDEMPTION AGREEMENT AS PROVIDED THEREIN. UNLESS EARLIER TERMINATED AS DESCRIBED ABOVE, THIS PROXY SHALL REMAIN IN EFFECT FOR MORE THAN 11 MONTHS FROM THE DATE OF EXECUTION. MOTOROLA INC. /s/ Carl F. Koenemann --------------------- Carl F. Koenemann Executive Vice President and Chief Financial Officer Date: October 15, 1998 STATE OF ILLINOIS ) ) ss COUNTY OF COOK ) Subscribed and sworn to before me this 15th day of October, 1998. /s/ Laura C. Rasmussen - ---------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----