Exhibit 10.13
May 26, 1998
CONFIDENTIAL
Xx. Xxxx Xxxxxxxxx
Glenayre Western Multiplex
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Dear Xxxx:
As you know, Xxxxxxxx's current strategic intention is to sell Glenayre
Western Multiplex ("Western Multiplex "). We believe that you will play an
important role in insuring that Western Multiplex is refocused on an effective
growth strategy to position Western Multiplex for its future sale and in
supporting Glenayre's efforts to sell Western Multiplex. The purpose of this
agreement is to provide incentives to you to assist Xxxxxxxx in accomplishing
these objectives.
I . Your Responsibilities. In addition to fulfilling your current job
responsibilities, you agree to cooperate fully with Glenayre and its investment
bankers, attorneys and accountants in connection with the Sale of Western
Multiplex to any prospective Buyer. You acknowledge that the Buyer may be a
strategic as well as a financial Buyer, and you agree to cooperate fully with,
and support, Glenayre in either case. You agree to meet with prospective Buyers,
work with other Western Multiplex employees to insure their continued loyalty to
a prospective Buyer and generally use your best efforts to insure that the
highest possible sales price is received by Glenayre for the Sale of Western
Multiplex. In the event that you are offered an opportunity to receive an equity
interest in the Buyer or Western Multiplex as part of the Sale of Western
Multiplex, you agree to keep Xxxxxxxx advised of your negotiations with the
Buyer.
2. Your Benefits . Contingent upon your full compliance with your
responsibilities under Paragraph 1 above, Xxxxxxxx agrees to provide the
following benefits to you (assuming that you remain an employee of Western
Multiplex at the time a Sale of Western Multiplex closes):
(1) Promptly after the closing of the Sale of Western
Multiplex, you will receive an acquisition bonus based on a percentage
of the sales
price for Western Multiplex (with a minimum bonus of $200,000), as set forth in
more detail on Attachment 1.
(2) I will recommend to the Plan Administration Committee of
the Board of Directors of Glenayre that all of your options for Glenayre common
stock be fully vested as of the closing date of the Sale of Western Multiplex
and that you be permitted to exercise your options within one year after the
closing date.
(3) Glenayre will pay to you a lump sum severance benefit
equal to 100% of your base salary (as in effect at the closing of the Sale of
Western Multiplex ) if a Sale of Western Multiplex occurs and either (i) you are
not offered employment by the Buyer or Western Multiplex at a position with
substantially the same or greater responsibilities than your current position
with Western Multiplex and at substantially the same or greater compensation and
other benefits and you do not accept another position with the Buyer or Western
Multiplex or (ii) you accept employment with Western Multiplex or the Buyer but
your Termination of Employment occurs within one year after the Sale of Western
Multiplex.
(4) These benefits apply to a Sale of Western Multiplex prior
to June 30, 1999. Prior to June 30, 1999, these benefits will be reviewed,
although it is currently anticipated that a similar program will be in effect
after June 30, 1999.
3. Confidentiality. You agree that you will keep strictly confidential
and will not disclose, directly or indirectly, any document or information
(including all proprietary, confidential, or trade secret information of
Glenayre or Western Multiplex that you have had in your possession or of which
you are or become aware) relating to your employment with Western Multiplex or
to the business and operations of Western Multiplex. You further agree that you
will not make any statement nor take any action which might adversely reflect
upon Glenayre or Western Multiplex, or any of their officers, directors or
employees. You also agree that you will keep strictly confidential the terms of
this agreement and will not reveal any of such terms to any other employee of
Western Multiplex .
4. Miscellaneous. This agreement supersedes and replaces the letter
agreements dated May 11, 1998 and August 22, 1997, and any and all other
arrangements, between Glenayre and you in regard to the sale of Western
Multiplex. This agreement will not be construed to provide you any right of
continued employment by Western Multiplex. The construction, interpretation and
validity of this agreement shall be determined in accordance with and governed
by the laws of the State of North Carolina. In addition to the terms defined in
this agreement, the other capitalized terms in this agreement shall
have the meanings set forth in Attachment 2 hereto. No provision of this
agreement shall be deemed to restrict the absolute right of Glenayre at any time
to sell or dispose of Western Multiplex or any part of its business or assets on
such terms as Glenayre considers to be in its best interests.
/s/ Xxxxxx X. Xxxxxxx /s/ X Xxxxx
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxx
Executive Vice President President and Chief Executive Officer
Corporate Development
ACCEPTED AND AGREED T0:
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
Date: /s/ 6/3/98
Attachment 1
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Acquisition Bonus
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(Bonus Targets not required to be disclosed)
ATTACHMENT 2
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DEFINITIONS
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"Buyer means the acquiror (or any of its subsidiaries) of (i) more than
50% of the common stock of Western Multiplex or (ii) all or substantially all of
the business and assets of Western Multiplex.
"Cause" means (1) dishonesty or fraud on your part which is intended to
result in your substantial personal enrichment at the expense of Western
Multiplex or the Buyer; (2) a material violation of your responsibilities as an
employee of Western Multiplex or the Buyer which is willful and deliberate: or
(3) your conviction (after the exhaustion of all appeals of a felony involving
moral turpitude or the entry of a plea of nolo contendere for such a felony;
provided, however, that Western Multiplex or the Buyer must first (i) give
written notice to you specifying the occurrence of a violation described in
clause (2) above and (ii) allow you 30 days from receipt of the written notice
to correct the violation.
"Sale of Western Multiplex" means (i) the sale of more than 50% of
Western Multiplex's common stock or (ii) the sale of all or substantially all of
the business and assets of Western Multiplex.
"Disability" means your inability, due to the condition of your
physical, mental or emotional health, to regularly and satisfactorily perform
your duties or responsibilities as an employee of Western Multiplex or the Buyer
for a continuous period in excess of 90 days.
"Good Reason" means the occurrence of any of the following without your
consent: (1) a significant change in the nature or scope of your authority as in
effect immediately prior to a Sale of Western Multiplex; (2) an assignment to
you of duties which are materially inconsistent with your duties or
responsibilities immediately prior to a Sale of Western Multiplex; (3) a
reduction in your base salary; or (4) a requirement that the principal location
where you are required to perform services change by more than 30 miles;
provided, however, that you must first (i) give written notice to Western
Multiplex or the Buyer specifying the occurrence of an event described in clause
(1), (2), (3) or (4) above and (ii) allow the Buyer or Western Multiplex 60 days
from receipt of the written notice to correct the event.
"Termination of Employment" means the termination of your employment
with Western Multiplex or the Buyer for any reason other than (1) your death,
(2) your Disability, (3) the termination of your employment for Cause or (4)
your voluntary termination of employment other than for Good Reason.
