SEVERANCE AGREEMENT
Exhibit 10.5
| THIS SEVERANCE AGREEMENT (the “Agreement”) is made as of December 1, 2006 by and between TTM Printed Circuit Group, Inc., formerly known as TTM (Ozarks) Acquisition, Inc. (“TTM”), and , an employee of TTM or one of its affiliates (the “Employee”). |
WHEREAS, on October 27, 2006 TTM acquired substantially all of the assets of the Tyco Printed
Circuit Group business unit (“TPCG”) of Tyco International Ltd. (the
“Acquisition”).
WHEREAS, TTM recognizes that the Acquisition may give rise to uncertainty among certain
members of the TCPG senior management team, and TTM considers it in its best interests to reduce
the risk of the Employee’s departure and the inevitable distraction of the Employee’s attention
from his or her duties to TTM, which are normally attendant to such uncertainties.
WHEREAS, the Employee confirms that the terms of this Agreement reduce the risks of his or her
departure and distraction of his or her attention from his or her duties to TTM and, accordingly,
desires to enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the Employee and TTM hereby agree as
follows:
1. Definitions.
(a) Cause. For purposes of this Agreement, the term “Cause” shall mean incompetent performance
or substantial or continuing inattention to or neglect of the duties and responsibilities assigned
to the Employee as determined by the Employee’s current supervisor, with the concurrence of the
Human Resources department; fraud, misappropriation or embezzlement involving TTM or any of its
affiliates; a material breach of TTM’s policies, this Agreement or any other agreement between the
Employee and TTM (or any of its affiliates); or commission of any felony.
(b) Closing: Closing Date. For purposes of this agreement, “Closing” shall have the meaning described in that
certain Stock and Asset Purchase Agreement by and among Tyco Printed Circuit Group, L.P., Tyco
Electronics Corporation, Raychem International, Tyco Kappa Limited, Tyco Electronics Logistics AG
and TTM (Ozarks) Acquisition, Inc dated as of August 2, 2006 (the “Purchase Agreement”).
The date on which the Closing occurs is October 27, 2006 (the “Closing Date”).
2. Term. The term of this Agreement shall commence on the Closing Date and end on the 18-month
anniversary of the Closing Date (April 27, 2008).
3. Severance; Eligibility
(a) Compensation and Benefits Required by Law or Applicable Benefit Plan. Notwithstanding anything to the contrary herein, the Employee or his or her estate shall be
entitled to any and all compensation, benefits, awards and other payments required by any written
employee benefit plan in effect and in which the Employee participates as of the time of the
termination of his or her employment or applicable law, after taking into account the agreements
set forth herein.
(b) Severance. If the Employee’s employment with TTM is terminated by TTM or any of its affiliates other
than for Cause (subject to paragraph 3(c) hereof) prior to the 18-month anniversary of the Closing
Date, then, as soon as practical following the date of such termination, TTM (or one of its
affiliates) will pay the Employee a lump sum cash payment in an amount equal to 12 months of
the Employee’s then current base salary (minus any applicable withholding taxes (the
“Severance Payment”)).
(c) Eligibility for Severance Payment. Notwithstanding anything to the contrary herein, in the event that the Employee’s
employment with TTM is terminated as a result of any of the following: (i) the Employee’s
resignation; (ii) termination by TTM or any of its affiliates for Cause; or (iii) the Employee’s
death or long-term disability; the Employee shall forfeit any and all rights to receive a Severance
Payment under this Agreement.
(d) No Severance Payment Without Release. The Employee shall not be entitled to any of the compensation or payments provided herein
in respect of the termination of his or her employment, unless and until he or she has provided to
TTM a full release of claims, in a form reasonably acceptable to TTM, which release shall be dated
not earlier than the date of the termination of his or her employment and shall release TTM and its
affiliates of any and all claims that the Employee may have in respect of his or her employment
with TTM or its affiliates and/or the termination of such employment.
4. At Will Employment. The Employee’s employment shall continue to be at-will, as defined under applicable law.
If the Employee’s employment terminates for any reason or no reason, the Employee shall not be
entitled to any compensation, benefits, damages, awards or other payments in respect of such
termination, except as provided in this Agreement.
5. Non-Benefit Bearing Payments. Any amount to be paid under this Agreement shall not be treated as compensation for
purposes of computing or determining any additional benefit payable under any bonus plan, savings
plan, insurance plan, pension plan, or other employee benefit plan maintained by TTM or any of its
affiliates.
6. Governing Law. This Agreement shall be deemed to be made in, and in all respects shall be interpreted,
construed and governed by and in accordance with, the laws of the State of Delaware without regard
to any principles governing conflicts of laws or canons of construction interpreting written
agreements against the drafter.
7. Waiver of Right To Jury Trial. TTM AND EMPLOYEE HEREBY AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY
DISPUTE ARISING OUT OF OR RELATING TO THE TERMS OF THIS AGREEMENT.
8. Severability. If any clause, phrase or provision of this Agreement or the application thereof to any
person or circumstance shall be invalid or unenforceable under any applicable law, this shall not
affect or render invalid or unenforceable the remainder of this Agreement, and this Agreement shall
be deemed to be amended to the extent necessary, but only to the extent necessary, to permit the
enforcement of the terms of this Agreement, as so amended.
9. Waiver. The waiver by TTM of a breach by the Employee of any provision of this Agreement shall not
be construed as a waiver of any subsequent breach.
10. Entire Agreement. This Agreement sets forth the entire understanding of TTM and the Employee, and supersedes
all prior agreements and communications, whether oral or written, specifically pertaining to the
subject matter hereof. This Agreement shall not be modified except by written agreement of the
Employee and TTM.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set
forth above.
| TTM PRINTED CIRCUIT GROUP, INC. | ||||
| By: | ||||
| EMPLOYEE: | ||||
| Name: | ||||
| Date: | ||||
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SCHEDULE
TO
FORM OF SEVERANCE AGREEMENT
FORM OF SEVERANCE AGREEMENT
The form of Severance Agreement was executed by the following
persons on the dates indicated:
| Name | Title | Date of Execution | ||
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Xxxxxxx Xxxxxxxxx
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Vice President, Operations | December 1, 2006 | ||
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Bo Price
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Accounting Manager | December 1, 2006 | ||
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Xxxx Xxxxx
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Vice President, Product Development | December 1, 2006 | ||
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Xxxxxx Xxxxxxxx
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Vice President, Administration | December 1, 2006 | ||
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Xxxx Xxxxxx
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Vice President, Information Technology | December 1, 2006 | ||
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Xxxxxxx Xxxxxxx
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Director, Operations | December 1, 2006 | ||
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Xxx Xxxxxx
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Director, Environmental, Health and Safety | December 1, 2006 |
