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EXHIBIT 10.17
RETAINER AGREEMENT
ANTEC Corporation (together with its subsidiaries, "Client") and
Xxxxx X. Xxxx ("Attorney") hereby agree as follows:
1. Attorney has been serving since early 1996 and will continue to serve
as the General Counsel and Assistant Secretary or Secretary of Client and
has provided and will continue to provide such services as shall be
reasonably be required in these capacities. Client acknowledges that
Attorney has been and will continue to be employed in a legal capacity by
others. Any material increase in these other responsibilities shall not
be undertaken without notice to Client.
2. Attorney acknowledges that he has been paid in full for his services
for Client through 1996. For services beginning January 1, 1997 Client
will pay Attorney a base fee of $27,850 a calendar quarter at the
beginning of each calendar quarter. Attorney will be given an
opportunity similar to that provided senior officers of Client to earn a
bonus fee of up to 75% of the base fee, with a target of 50% of that fee.
Client will reimburse Attorney for all reasonable expenses incurred in
the performance of this Agreement subject to the provision of
documentation required by Client for such reimbursement. Such
reimbursement shall not include use of Attorney's automobile in the
Chicago area (other than third party parking charges) or any other form of
transportation between Attorney's home or office and Client's offices in
the Chicago area.
3. Client will insure Attorney against or hold Attorney harmless from
any past or future liabilities under this Agreement, including liability
to Client arising from Attorney's reckless or negligent acts or omissions
or malpractice.
4. Either party may terminate this Agreement at any time for any reason
by giving the other party at least 30 days advance notice. Upon such
termination any unearned fees will be returned by Attorney to Client.
Dated this 17th day of March, 1997.
ANTEC Corporation
by /s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxx
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Xxxxxxxx X. Xxxxxxxx Xxxxx X. Xxxx
