Subject: Employment Agreement Dear Ali,
Exhibit
10.2
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Xx.
Xxx Xxxxxxxxxxx
VP,
Wireless PA
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25
July 2000, as amended by January 17, 2006
amendment
of paragraph 3
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Subject:
Employment
Agreement
Dear
Ali,
The
Board
of Directors discussed in February and approved on 24 May 2000 entering into
employment agreements with the executives of the Company. This agreement is
made
and entered into effective as of the 25th
day of
July 2000, by and between ANADIGICS, Inc. a Delaware corporation (the
“Corporation”), and Xxx Xxxxxxxxxxx, an executive employee of the
Corporation.
In
order
for the Corporation to attract and retain as executives and officers the most
capable persons available, the Corporation and executive employee do hereby
agree as follows:
| 1. |
Employment
with the Corporation is at-will and may be terminated at any time
with or
without cause or notice by the executive employee or the Corporation.
No
person is authorized to provide any employee with an employment contract
or special arrangement concerning terms or conditions of employment
unless
the contract or arrangement is in writing and signed by the Chief
Executive Officer of the
Corporation.
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| 2. |
In
addition to the provisions set forth in this document, the executive
employee’s employment will be governed by the policies and procedures
outlined in the Employee Handbook, as amended from time to
time.
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| 3. |
In
the event you are terminated at any time by the Corporation without
“Cause” (as defined below) or in the event of a “Change in Control” (as
defined in Annex A hereto) which results in either the involuntary
termination without Cause of your employment with the Corporation
or your
voluntary resignation from the Corporation due to a reduction in
responsibilities and duties associated with your position, or reduction
in
compensation (base salary, plus bonus at target) without your prior
express written consent, the Corporation agrees that following such
termination without Cause or such termination following a Change
in
Control you shall receive (a) an amount equal to 150% of the sum
of (1)
the highest annualized rate of your base salary in effect at any
point
during the twelve months preceding the date of termination of employment
under this Agreement, plus (2) your bonus at target of 90% of the
highest
annualized rate of your base salary in effect at any point during
the
twelve months preceding the date of termination of employment under
this
Agreement; (b) payment of the semi-annual bonus (at 100% of target
prorated for the number of months worked in that period), to be paid
within thirty (30) days from the date of termination of your employment
under this Agreement; (c) continuation of all current medical and
dental
insurance benefits until the first to occur of one year from the
date of
termination of employment under this Agreement or the commencement
of
employment at another employer offering similar benefits; (d) executive
outplacement services for up to six months; and (e) immediate
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vesting
of
all stock options and shares of restricted stock previously or hereafter granted
under the Corporation’s 2005 Long Term Incentive and Share Award Plan, 1997 Long
Term Incentive and Share Award Plan for Employees, and 1995 Long Term Incentive
and Share Award Plan, as the same may be amended from time to time, to the
extent such stock options or shares of restricted stock have not vested as
of
such date; any such options shall continue to be exercisable, with respect
to
options granted prior to October 31, 1998 for 90 days, and for options
granted subsequent to October 31, 1998, for twelve (12) months following the
date of involuntary or voluntary termination of employment under this Agreement
as described above, but not beyond the original term of the option. For purposes
of this Section 3:
“Cause”
shall mean (w) unauthorized use or disclosure of confidential information of
the
Corporation in violation of Section 4(c) hereof; (x) conviction of, or a plea
of
“guilty” or “no contest” to, a felony under the laws of the United States of
America or any state thereof; (y) embezzlement or misappropriation of the assets
of the Corporation; or (z) misconduct or gross negligence in the performance
of
duties assigned to the executive employee under this Agreement.
Payment
of
any compensation and benefits under your Employment Agreement as amended is
contingent upon execution of the ANADIGICS standard Separation and Release
Agreement between the Company and the Executive at the time of termination
of
employment.
| 4. |
| (a) |
During
your employment with the Corporation, you may not perform any work
for any
company that competes with us in the manufacture and sales of RF
integrated circuits in the wireless, cable and broadband, or fiber
optics
markets, whether directly or indirectly. This includes any business
set up
on your own or by you with others. You must disclose any intention
to
engage in any form of business activity outside your activities with
the
Corporation to the Chief Executive Officer, which must be approved
in
writing prior to commencement of those
activities.
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| (b) |
For
a period of twelve (12) months after termination of your employment
with
the Corporation, either by the Corporation or by your resignation,
you
agree not to hire, solicit to hire, or be involved in the solicitation
of
any employees of the Corporation or any of its
subsidiaries.
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| (c) |
During
and after your employment with the Corporation you are required to
protect
the confidentiality of information you use or become party to. You
may not
disclose confidential information to any unauthorized third party.
This
includes but is not limited to information related to technology,
intellectual property, strategic business plans, transformation
initiatives, suppliers, and clients. Your dealings with suppliers
and
clients must always be managed in the best interest of the Corporation.
Any confidential information you are a party to may only be used
in the
interest of the Corporation in the context of the
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-2-
Corporation’s
legitimate relationships with suppliers, clients and any authorized third party.
Such information must not be used for any other purpose, including personal
gain. In addition, you are reminded of the restrictions and conditions of
employment described in the Proprietary Information Agreement signed by you
and
on file in the Human Resources Department. Any breach of confidentiality will
subject you to immediate termination.
| (d) |
Failure
to comply with the provisions of this Section 4 shall subject you
to the
immediate termination of any of your unexercised stock
options.
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| 5. |
The
following additional new benefits are provided to the executive employee
as part of this agreement:
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Ø
A
confidential annual physical exam through the Corporation’s contracted vendor,
Executive Health Group. The physical exams are scheduled during the executive’s
month of birth each year at no cost to the executive.
Ø
In order
to provide for financial peace of mind, an allowance of up to $2,000 per year
for financial planning.
Ø
A monthly
health club allowance of up to $200 per month.
Ø
Indemnification protection for any lawsuit brought against the Company as
detailed in Article VII, Section 4 of the Company bylaws.
| 6. |
Confidentiality:
The terms and conditions of this Agreement are to be private and
confidential, and you agree not to disclose any of these terms and
conditions to any person except your spouse, your attorney or your
tax
advisor, unless disclosure is necessary to carry out the terms of
this
Agreement, or to supply information to any taxing authority, or is
otherwise required by law.
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| 7. |
Disputes:
You agree that any dispute or claim with respect to any provision
of this
agreement or your employment must be presented to the Chief Executive
Officer within three (3) months of the
occurrence.
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Signatures:
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/s/
Xxxx Xxxxxxx
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/s/
Xxx Xxxxxxxxxxx
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Xxxx
Xxxxxxx
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Xxx
Xxxxxxxxxxx
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President
and CEO
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VP,
Wireless PA
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January
1, 2006
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|
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Date
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Date
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-3-
ANNEX
A
Change
In Control
Change
in Control.
A Change
in Control of the Company shall be deemed to have occurred if (i) any
“Person” as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit
plan
of the Company, or any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of the combined voting
power of the Company’s then outstanding securities, (ii) during any
12-month period (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constituted the
Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described
in subclauses (i), (iii) or (iv) of this paragraph) whose election by the Board
or nomination for election by the Company’s stockholders was approved by a vote
of at least 66 2/3% of the members of the Board then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute
at
least a majority thereof, (iii) the Company’s stockholders approve a merger
or consolidation of the Company with any other corporation, other than
(A) a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of
the surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
no
“person” (as defined above) acquires more than 50% of the combined voting power
of the Company’s then outstanding securities, or (iv) the stockholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially
all
of the Company’s assets.
