Exhibit 10.01
November 30, 2005
Xx. Xxxxxxx X. Xxxxx
00 Xxxxxx Xxxxx
Xxxx & Xxxxxxx, XX 00000
Re: Separation Agreement
Dear Xxxxx:
As we discussed, your employment with Xxxxxx CDT Inc. (the "Company")
and all subsidiaries will terminate effective on the close of business, November
30, 2005 (the "Separation Date"). This letter confirms all of your entitlements
arising out of your employment with and/or separation from the company,
including without limitation, under your retention and integration award
agreement, dated June 28, 2004, as amended as of May 17, 2005 ("Retention
Agreement"), and your letter agreement, dated April 15, 2002, as amended as of
May 17, 2005 ("Letter Agreement"). You will receive:
1. Severance equal to the sum of your current annual base $580,700
salary and your 2004 actual bonus (payable monthly over
a one-year period commencing on December 1, 2005).
2. The last one-third of your cash award payable pursuant Cash: $59,583
to the Retention Agreement on July 15, 2006. (You are
also entitled to the vesting of the last one third of Shares: 2,907 plus
your restricted stock award under that agreement.) Accrued Dividends
You are entitled to your accrued and unpaid salary through the
Separation Date.
You are entitled to all accrued, vested and unpaid benefits under all
retirement, pension, and deferred compensation plans of the Company in which you
are participating on the Separation Date. All such benefits shall be paid in
accordance with the terms of the applicable plans and, where applicable, your
previous elections. You are not eligible for retirement plan contributions with
respect to payments made under section 1 or 2 above.
You are vested in all stock options that were granted to you prior to,
and were still outstanding at the time of, the merger of Xxxxxx Inc. and Cable
Design Technologies Corporation, effective July 15, 2004. You shall be entitled
to exercise such options until
Xx. Xxxxxxx X. Xxxxx
November 30, 2005
Page 2
the earlier of the expiration date set forth in the applicable award or the end
of the ninety-day period starting on December 1, 2005.
Pursuant to your Letter Agreement, (i) one-third of your stock option
award, granted on March 30, 2005 (7,667) shall become exercisable pursuant to
its terms and remain exercisable for a period of ninety days after they become
exercisable and (ii) you will receive your 2003 Xxxxxx Inc. restricted stock
award of 9,000 shares when they vest on February 18, 2006. All other unvested
restricted stock, stock option and other equity-based and long-term incentive
awards (whether or not equity-based) shall lapse, and all such unvested stock
options shall not be exercisable, as of the Separation Date.
The Company will, to the extent required by applicable law, withhold
from your amounts payable above, the amount of any withholding tax due with
respect to such amounts.
You agree to promptly return to the Company all tangible and intangible
property of the Company, whether prepared by you or otherwise coming into your
possession, and whether written, electronic or in any other format, including,
without limitation, all files, records, documents, customer lists, software and
equipment (such as personal computers, disks, and disk drives, and mobile
communication devices).
Payment of the amounts and benefits set forth above will begin on the
effective date of the General Release of All Claims and the Non-Compete letter
that accompany this letter or, in the case of Company employee plan benefits,
such later date as may be provided in accordance with the applicable Company
benefit plan in which you are a participant. All amounts hereunder also are
conditioned upon your resignation from all offices of the Company and all
subsidiaries held by you.
We ask that you sign this letter below confirming our understanding
above.
This letter may be executed in one or more counterparts, each of which
shall constitute an original for all purposes, and all of which taken together
shall constitute one and the same agreement.
XXXXXX CDT INC.
/s/Xxxxxxx X. Xxxxx By: /s/Xxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxx ----------------------
Name: Xxxxx X. Xxxxxxxxxx
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Title: General Counsel