[LETTERHEAD OF ALPHA INDUSTRIES, INC. APPEARS HERE]
January 14, 1997
Exhibit (10)(h)
Xx. Xxxxxxx Xxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Severance Agreement
Dear Xxxx:
This letter is to confirm the severance arrangements that we have offered you if
you accept our offer of employment with Alpha Industries, Inc. ("Alpha") and
Trans-Tech, Inc. ("Trans-Tech").
1. If: (i) a Change in Control occurs while you are employed by Trans-Tech,
and (ii) your employment with Trans-Tech is voluntarily or involuntarily
terminated within two (2) years thereafter, then: (a) Trans-Tech will pay you
two (2) years of salary continuation (and any bonus guaranteed or earned prior
to the date of termination) in accordance with the terms and conditions of this
letter, and (b) all Alpha stock options then outstanding and held by you,
whether or not by their terms then exercisable, will, subject to their other
terms and conditions, become immediately exercisable and remain exercisable for
a period of ninety (90) days after the date of employment termination.
2. A "Change in Control" will be deemed to have occurred if:
(i) the Continuing Board of Alpha shall have ceased for any reason to
constitute a majority of the Board of Directors of Alpha. For this
purpose, a "Continuing Director" will include any member of the Board
of Directors of Alpha as a date of this letter and any person
nominated for election to the Board of Directors of Alpha by a
majority of the then Continuing Directors, or
(ii) Alpha ceases to own more than 50% of the stock of Trans-Tech (except
in the case of a public offering of Trans-Tech stock).
3. If your employment with Trans-Tech is involuntarily terminated while you
are employed by Trans-Tech without Cause, then: (a) Trans-Tech will pay you two
years of salary continuation (and any bonus guaranteed or earned prior to the
date of termination) in accordance with the terms and conditions of this letter,
and (b) all Alpha stock options then
Xxxxxxx Xxxxxxx
January 14, 1997
Page 2
outstanding and held by you, whether or not by their terms then exercisable,
will, subject to their other terms and conditions, become immediately
exercisable and remain exercisable for a period of ninety (90) days after the
date of employment termination.
4. "Cause" will mean: (a) deliberate dishonesty detrimental to the best
interests of Alpha or Trans-Tech or any subsidiary, or (b) conduct constituting
moral turpitude, or (c) willful disloyalty to Alpha or Trans-Tech, or (d)
refusal or failure to obey the directions of the CEO of Alpha or the Board of
Directors of Trans-Tech, or (e) incompetent performance of substantial or
continuing inattention to or neglect of duties and responsibilities assigned to
you.
5. Salary continuation payments under this letter will: (a) be made at the
same rate as you were receiving on the date of employment termination; (b) be
paid in equal periodic installments at such intervals as Trans-Tech shall
generally pay its officers, and (c) be reduced by the amount of any compensation
that you receive from any person for services rendered during the salary
continuation period. Notwithstanding the foregoing, you will not receive any
salary continuation payments for any period in which you either: (i) engage in
activities or enterprises (on behalf of yourself or others) that are directly
competitive with any business activity of Alpha Industries, Inc. or any of its
subsidiaries, or (ii) fail to actively seek gainful employment.
6. The following noncompetition provisions apply during both of the following
(the "Noncompete Period"):
(i) the term of your employment with the Company, and
(ii) the first twelve (12) months after the date on which your employment with
Trans-Tech terminates , but only if your employment terminates after the
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second anniversary of your date of hire.
During the Noncompete Period you will not, directly or indirectly, whether as
owner, partner, shareholder, director, consultant, agent, employee, or
otherwise, or through any person, engage in any employment, consulting or other
activity which competes with the business of Trans-Tech or any subsidiary or
affiliate of Alpha that develops, manufactures or sells high-dielectric
materials for wireless communication. You acknowledge and agree that your
direct or indirect participation in the conduct of such competing business alone
or with any person will materially impair the business and prospects of Alpha.
During the Noncompete Period, you will not (i) attempt to hire any director,
officer, employee or agent of Alpha or any subsidiary or affiliate of Alpha
(collectively, the "Company"), (ii) assist in such hiring by any other person,
(iii) encourage any person to terminate his or her employment or business
relationship with the Company, (iv) encourage any customer or supplier of the
Company to
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January 14, 1997
Page 3
terminate its relationship with the Company, or (v) obtain, or assist in
obtaining, for your own benefit (other than indirectly as an employee of the
Company) any customer of the Company. If any of the restrictions provided for in
this Section 6 are adjudicated to be excessively broad as to scope, geographic
area, time or otherwise, said restriction shall be reduced to the extent
necessary to make the restriction reasonable and shall be binding on you as so
reduced. Any provisions of this Section 6 not so reduced shall remain in full
force an effect. It is understood that during the Noncompete Period, you will
make yourself available to the Company for consultation on behalf of the
Company, upon reasonable request and at a reasonable rate of compensation and at
reasonable times in light of any commitment you may have to a new employer. You
understand and acknowledge that the Company's remedies at law for breach of any
of the restrictions in this Section are inadequate and that any such breach will
cause irreparable harm to the Company. You therefore agree that in addition and
as a supplement to such other rights and remedies as may exist in the Company's
favor, the Company may apply to any court having jurisdiction to enforce the
specific performance of the restrictions in this Section, and may apply for
injunctive relief against any act which would violate those restrictions.
Please sign both copies of this letter and return one to me. If you have any
questions, please feel free to call me or Xxx Xxxxxx.
Sincerely, --------------------------------------
AGREED TO:
/s/ Xxxxxx XxXxx
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Xxxxxx XxXxx Date:
Director of Human Resources ---------------------------
JCN/hs --------------------------------------
