AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.2
AMENDMENT
TO
This
Amendment dated as of November 7, 2005 (the “Amendment”)
to the
Employment Agreement, dated as of July 25, 2000, as amended as of May 4, 2005
(the “Agreement”),
by
and between ANADIGICS, Inc., a Delaware corporation (the “Corporation”),
and
Xxxxxx Xxxxxxx (the “Executive”),
is
made and entered into by and between the Corporation and the Executive. Unless
otherwise defined herein, capitalized terms have the same meanings as in the
Agreement.
WHEREAS,
the Corporation may from time to time consider transactions that could result
in
a Change in Control of the Corporation;
WHEREAS,
the Board of Directors of the Corporation has determined that it is advisable
and in the best interest of the Corporation to amend the Agreement to provide
for the payment of certain compensation to the Executive in the event of the
termination of his employment;
WHEREAS,
the Corporation and the Executive desire to amend the Agreement to reflect
the
intention of the Board of Directors as set forth herein.
NOW,
THEREFORE, in consideration of the mutual premises and agreements set forth
herein, the Corporation and the Executive agree that the Agreement is hereby
amended as follows:
1. Section
3
of the Agreement is amended by deleting such section in its entirety and
replacing it with the following:
“In
the
event you are terminated at any time by the Corporation without “Cause” (as
defined below) or in the event of a “Change in Control” (as defined in Annex A
hereto) which results in either the involuntary termination without Cause of
your employment with the Corporation or your voluntary resignation from the
Corporation due to a reduction in responsibilities and duties associated with
your position, or reduction in compensation (base salary, plus bonus at target)
without your prior express written consent, the Corporation agrees that
following such termination without Cause or such termination following a Change
in Control you shall receive (a) an amount equal to 250% of the sum of (1)
the
highest annualized rate of your base salary in effect at any point during the
twelve months preceding the date of termination of employment under this
Agreement, plus (2) your bonus at a target of 110% of the highest annualized
rate of your base salary in effect at any point during the twelve months
preceding the date of termination of employment under this Agreement; (b)
payment of the annual bonus (at 100% of target prorated for the number of
complete months worked in the year), to be paid within thirty (30) days from
the
date of termination of your employment under this Agreement; (c) continuation
of
all current medical and dental insurance benefits until the first to occur
of
one year from the date of termination of employment under this Agreement or
the
commencement of employment at another employer offering similar benefits; (d)
executive
outplacement
services for up to six months; and (e) immediate vesting of all stock options
and shares of restricted stock previously or hereafter granted under the
Corporation’s 2005 Long Term Incentive and Share Award Plan, 1997 Long Term
Incentive and Share Award Plan for Employees and 1995 Long Term Incentive and
Share-Award Plan, as the same may be amended from time to time, to the extent
such stock options or shares of restricted stock have not vested as of such
date; any such options shall continue to be exercisable, with respect to options
granted prior to October 31, 1998 for 90 days, and for options granted
subsequent to October 31, 1998, for twelve (12) months following the date of
involuntary or voluntary termination of employment under this Agreement as
described above, but not beyond the original term of the option. For purposes
of
this Section 3:
“Cause”
shall mean (w) unauthorized use or disclosure of confidential information of
the
Corporation in violation of Section 4(c) hereof; (x) conviction of, or a plea
of
“guilty” or “no contest” to, a felony under the laws of the United States of
America or any state thereof; (y) embezzlement or misappropriation of the assets
of the Corporation; or (z) misconduct or gross negligence in the performance
of
duties assigned to the executive employee under this Agreement.”
2. This
Amendment supplements and modifies the Agreement, and all of the terms,
conditions and agreements therein contained are, to the extent not explicitly
modified herein, hereby reaffirmed and agreed to and shall remain in full force
and effect except as herein modified.
-2-
IN
WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by
its
duly authorized officer and the Executive has hereunto set his hand, each as
of
the day and year first written above.
| ANADIGICS, INC. | ||
| |
|
|
| By: | /s/ Bamdad (Bami) Xxxxxxx | |
|
Name: Bamdad (Bami) Xxxxxxx |
||
| Title: President and Chief Executive Officer | ||
| EXECUTIVE: | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx Xxxxxxx |
||
| Title: Senior Vice President and Chief Financial Officer | ||
