Stratos International, Inc. Management Retention Agreement
Exhibit 10.1
Stratos International, Inc.
Management Retention Agreement
Management Retention Agreement
This
Management Retention Agreement (the “Agreement”) is entered
into as of
2006 by
and between Stratos International, Inc., a Delaware corporation (the “Company”) and
(“Executive”). Certain capitalized terms used in this Agreement are defined in
Section 4 below.
The Company considers it in the best interests of the Company and its stockholders that its
key management personnel (including Executive) be encouraged to remain with the Company and to
continue to devote their efforts to the Company’s business. In connection with Executive’s
agreement to serve as of the Company, the Company has agreed to
pay certain severance amounts to Executive, to the extent set forth in, and subject to the terms
and conditions of, this Agreement.
4. Definitions. The following terms referred to in this Agreement shall have the
following meanings:
(a) “Cause” shall mean (i) an act of personal dishonesty taken by the Executive in
connection with his responsibilities as an employee and intended to result in personal enrichment
of Executive, (ii) Executive being convicted of a felony, (iii) a willful act by Executive which
constitutes gross misconduct and which is injurious to the Company, and (iv) the willful and
continued failure by Executive to substantially perform his duties with the Company after a demand
for substantial performance is delivered to him by the Board of Directors of the Company which
specifically identifies the basis for the Board’s belief that Executive has not substantially
performed his
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duties. For the purposes of this paragraph, no act or failure to act on Executive’s
part will be considered “willful” if Executive acted (or failed to act) in good faith or in the
reasonable belief that his act or omission was in the best interests of the Company.
(b) | “Change of Control” means the occurrence of any of the following events: |
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule
13d-3 under said Act), directly or indirectly, of Company securities representing
fifty percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities; or
(ii) The consummation of the sale or disposition by the Company of all or
substantially all the Company’s assets; or
(iii) The consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
Company’s voting securities outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) at least sixty percent (60%) of
the total voting power represented by the Company’s voting securities or such
surviving entity or its parent outstanding immediately after such merger or
consolidation; or
(iv) A change in the composition of the Board occurring within a two-year period, as
a result of which less than a majority of the directors are Incumbent Directors.
“Incumbent Directors” shall mean directors who either: (A) are directors of the
Company as of the date hereof, or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of those directors whose
election or nomination was not in connection with any transaction described in
subsections (i), (ii), or (iii) above, or in connection with an actual or threatened
proxy contest relating to the election of directors to the Company.
(c) | “Good Reason” shall mean the occurrence of any of the below following a Change of Control: |
(i) without Executive’s written consent, a significant reduction in the nature or
scope of Executive’s duties, authority or responsibilities, relative to Executive’s
duties, authority or responsibilities as in effect immediately prior to such change;
(ii) a reduction in excess of 10% by the Company in Executive’s base salary as in
effect immediately prior to the Change of Control;
(iii) Executive’s relocation to a facility or a location more than sixty (60) miles
from Executive’s location prior to the Change of Control, without Executive’s
written consent; or
(iv) any act or set of facts or circumstances which would, under Illinois case law
or statutes constitute a constructive termination of Executive.
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obligations in the absence of a succession. For
all purposes under this Agreement, the term “Company” shall include any such successor to the
Company’s business and/or assets.
(g) Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State of Illinois, without regard to any applicable conflicts of law principles.
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Stratos International, Inc. |
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By: | Xxxxxx X. Xxxxxx | |||
Its: Chief Executive Officer | ||||
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