EXHIBIT 10.01
November 2, 2005
Xx. X. Xxxxx Xxxxxxxxxx
0000 Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Re: Separation of Employment
Dear Xxxxx:
As we previously discussed, your employment with Xxxxxx CDT, Inc. (the
"Company"), and all subsidiaries terminated effective on the close of business,
October 31, 2005 (the "Separation Date"). This letter confirms your entitlements
and obligations under your Change of Control Employment Agreement with Xxxxxx,
Inc., dated as of July 31, 2001 ("Agreement"), as a result of your separation of
employment.
1. Accrued vacation through the Separation Date $37,788.46
2. Severance under Agreement $4,337,294.00
3. Target-Level Bonus $535,320.00
4. Outplacement Expense $22,500.00
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Total $4,932,902.46
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, welfare benefit 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.
As of the Separation Date, you are fully vested in the following
unvested restricted stock awards: (i) February 18, 2003 for 25,000 shares of
Company common stock; (ii) February 23, 2004 for 25,000 shares of Company common
stock and (iii) Retention and Integration Award for 6,943 shares of Company
common stock. As of the Separation Date, you are fully vested in the cash
portion of your Retention and Integration Award, in the amount of $142,333. All
other unvested restricted stock, stock option and other equity-based and
long-term incentive awards shall lapse, and all such unvested stock options
shall not be exercisable, as of the Separation
Xx. X. Xxxxx Xxxxxxxxxx
November 2, 2005
Page 2
Date. All vested stock option awards shall be exercisable until the earlier to
occur of the third anniversary of the Separation Date and the stated expiration
date set forth in the award.
For the period commencing on the Separation Date and ending on the
second anniversary of the Separation Date, you will be entitled to continue to
be covered, at the expense of the Company, by the same or equivalent life
insurance, hospitalization, medical and dental coverage in which you and your
covered dependents are participating as of the Separation Date. The foregoing
hospitalization, medical and dental coverage shall run concurrent with, and be
credited against, any entitlement to healthcare continuation benefits that you
may elect under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (commonly known as COBRA benefits).
The Company reaffirms its obligation and the provisions for any payment
that may be required pursuant to Section 9.3 of the Agreement.
The Company will, to the extent required by applicable law, withhold
from the amounts payable, above, the amount of any withholding tax due with
respect to such amounts.
You remain subject to all of your obligations to the Company as are set
forth in Section 14 of the Agreement including, without limitation, a one-year
noncompetition covenant, which obligations survive the termination of your
employment.
Please 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,
equipment (such as personal computers, disks and disk drives, and mobile
communication devices) and your Company automobile; provided, you may retain
your office furniture, your personal computer (after the Company removes all
Company information from the hard drive) and your home security system.
For one year after your termination, we also ask that you agree to
assist the Company, upon the Company's reasonable request, respecting any
litigation, threatened litigation, or other matters arising out of your services
to the Company and its subsidiaries. The parties will make their best efforts to
have such cooperation performed at reasonable times and places and in a manner
as not to unreasonably interfere with any other activities in which you may then
be engaged. If the Company requires you to travel outside the metropolitan area
in the United States where you then reside to provide any testimony or otherwise
provide any such assistance, then the Company will reimburse you for any
reasonable, ordinary and necessary travel and lodging and other expenses
incurred by you to do so, provided you submit all documentation required under
the Company's standard travel expense reimbursement policies and as otherwise
may be required to satisfy any requirements under applicable tax laws for the
Company to deduct those expenses. We also ask that, to the extent permitted by
law, you agree not to voluntarily assist or otherwise cooperate voluntarily with
any nongovernmental claim against the Company
Xx. X. Xxxxx Xxxxxxxxxx
November 2, 2005
Page 3
and to notify us promptly after receiving information that you are likely to be
subpoenaed to testify, provide documents or otherwise assist in any claim
against the Company.
The amounts and benefits set forth above will be paid on the effective
date of the General Release of All Claims that accompanies 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 the Board of Directors and all offices of the Company and all subsidiaries
held by you, in the form that accompanies this letter.
We ask that you sign this letter below confirming our understandings
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.
/s/Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Chairman,
Compensation Committee
/s/X. Xxxxx Xxxxxxxxxx
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X. Xxxxx Xxxxxxxxxx
