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EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 17th day of August,1998 (the
"Effective Date"), by and between ANTEC CORPORATION, a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxxxxx, an individual residing at
____________________________________ (the "Employee").
WHEREAS, the Company recognizes Employee's knowledge and
experience in the broadband communications industry and Employee's desire to
assure Employee's continued employment; and
WHEREAS, Employee is desirous of serving the Company on the
terms herein provided, including those restricting Employee's ability to compete
in the future;
NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements of the parties herein contained, the parties
hereto agree as follows:
1. EMPLOYMENT AND TERM. The Company hereby agrees to employ Employee in an
executive capacity, and Employee hereby agrees to serve the Company in
such capacity subject to the terms and conditions hereof for the period
commencing on the Effective Date of this Agreement and continuing until
Employee reaches age 65 or as sooner terminated as provided in Section
4 (the "Termination Date"). Employee is engaged on a full-time basis by
the Company to perform services of an executive nature within
Employee's abilities.
2. COMPENSATION. The Company shall pay Employee for the performance of
Employee's duties under this Agreement during the term of Employee's
employment (a) a salary at the rate currently in effect ("Base
Compensation") plus (b) a bonus ("Bonus") for each fiscal year in an
amount determined by the Company using such criteria as it deems fair
and equitable, allowing up to 150% of planned Bonus for performance
above target goals. The amount of the planned Bonus shall have the same
relationship to Base Compensation as Employee's current planned Bonus
has to Employee's current Base Compensation. Employee's Base
Compensation shall be subject to annual or periodic review, in
accordance with the Company's customary practice for its other
executives and increased in the sole discretion of the Company. Once
Base Compensation has been increased, it shall not thereafter be
decreased. Employee's Base Compensation under this section shall be
payable semi-monthly, and the Bonus shall be payable as soon after the
end of each fiscal year as it can be determined, but in any event
within ninety (90) days thereafter. If the employment of Employee is
terminated at other than year-end, the Bonus will be prorated to
reflect the period during the year Employee was employed.
3. ADDITIONAL BENEFITS. Employee shall be entitled to participate in and
receive benefits under any retirement plan, health plan, disability
plan and life insurance plan or other similar employee benefit plan or
arrangement (collectively "Benefit Plans") generally made available by
the Company from time to time to its executives at the same level as
Employee. It is understood, however, that Employee will continue to
participate in
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Employee's current Benefit Plans until such time as the Company shall
replace such plans with Benefit Plans in which other executives of the
Company participate. Employee shall be entitled to such other benefits,
including vacation, fringe benefits and expense reimbursement as are
currently in effect for executives at Employee's level as the same may
from time to time be amended.
4. TERMINATION
(a) This Agreement may be terminated by the Company by written
notice to Employee. The termination will not be effective
until one year after written notice of termination is given
Employee unless the termination is for "Good Cause." Good
Cause shall mean (i) Employee's conviction of any embezzlement
or any felony involving fraud or breach of trust relating to
the performance of Employee's duties for the Company, (ii)
Employee's material failure to perform the material executive
duties to which he is assigned, (iii) Employee's willful
engagement in gross misconduct in the performance of
employee's duties, (iv) Employee's death, or (v) permanent
disability which materially impairs Employee's performance of
his duties.
(b) Employee may terminate this Agreement by giving the Company
written notice of termination. The termination will not be
effective until one year after written notice of termination
is given the Company, unless the termination is for "Good
Reason." Good Reason shall exist if (i) the Company continues
in material breach of this Agreement for more than thirty (30)
days after being notified in writing by Employee of such
breach, provided Employee has given such notice to the Company
within thirty (30) days of first becoming aware of the facts
constituting such breach, (ii) the Company gives Employee a
notice of termination without Good Cause as specified above,
provided Employee terminates this Agreement within thirty (30)
days of receiving such notice, or (iii) a "Change of Control"
occurs, and Employee's employment hereunder is terminated by
Employee for any reason within ninety (9) days of the
occurrence of the Change of Control. A "Change of Control"
shall mean any person (as such term is used in section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") is or becomes the "beneficial owner" (as
defined in Rule 13(d)-3 under the Exchange Act) of securities
of the Company representing more than 30% of the combined
voting power of the Company's then outstanding voting
securities.
(c) If Employee terminates this Agreement and simultaneously
therewith Employee's employment by the Company for Good
Reason, all of Employee's stock options outstanding and
unexercised at the Termination Date, other than the special
options granted on May 7, 1997, shall become immediately and
fully exercisable as of the Termination Date, and the Company,
for a period of one year from such termination (the "Severance
Period"), shall continue to provide to Employee (a) Employee's
Base Compensation, at the rate most recently determined, (b) a
Bonus for each fiscal year (and a pro rata amount for each
partial year) in an amount equal to the most recent annual
Bonus paid or payable to Employee prior to the Termination
Date, and (c) the Benefit Plans as provided by Section 3
(subject in the case of long-term disability to the
availability of such coverage under the Company's insurance
policy).
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(d) The parties agree that the payments and benefits provided for
in Subsection (c) of this section shall be deemed to
constitute liquidated damages for the Company's breach or
constructive breach of this Agreement and payment for the
non-competition provisions of this Agreement, and the Company
agrees that (i) Employee shall not be required to mitigate
employee's damages by seeking other employment or otherwise,
and (ii) the Company's payments and other obligations under
this Agreement shall not be reduced in any way by reason of
any compensation received by Employee from sources other than
the Company after the Termination Date, except as otherwise
expressly provided herein.
5. NON-COMPETITION COVENANT. Employee agrees that throughout Employee's
employment hereunder and during the Severance Period, he will not
directly or indirectly, alone or as a member of partnership,
association or joint venture or as an employee, officer, director or
stockholder of any corporation or in any other capacity:
(a) Engage in any activity which is competitive with the business
of the Company in the United States or in any foreign country
in which the Company is carrying on such business, provided
that the foregoing provision shall not be deemed to prohibit
Employee from purchasing for investment any securities or
interest in any publicly-owned organization which is
competitive with the business of ANTEC so long as Employee's
investment in any such organization does not exceed one
percent of its total equity investment; or
(b) Solicit in connection with any activity which is competitive
with the Company, any customers or suppliers which he
solicited on behalf of the Company or on behalf of the
business of the Company.
6. ENTIRE AGREEMENT. The terms and provisions of this Agreement constitute
the entire Agreement between the parties and supersede any previous
oral or written communications, representations or agreements with
respect to the subject matter hereof. Without limiting the generality
of the foregoing, this Agreement replaces and supersedes any
arrangement or right Employee may have for compensation or damages for
termination of Employee's employment with the Company.
7. NOTICE. Any Notices given hereunder shall be in writing and shall be
given by personal delivery or by certified or registered mail, return
receipt requested, addressed to:
If to the Company: If to Employee:
ANTEC Corporation Current address in
0000 Xxxxxxxxx Xxxxxxx, XX the records of the
Xxxxxxxx, XX 00000 Company
Attn: Xxxxx Xxxxxxxx
or such other address as shall be furnished in writing by one party to
the other.
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8. SEVERABILITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if the
invalid or unenforceable provision has been omitted.
9. ASSIGNMENT. The Company's obligations hereunder shall be binding legal
obligations of any successor to all or substantially all of the
Company's business by purchase, merger, consolidation or otherwise. The
Company may not sell or otherwise dispose of all or substantially all
of its assets or merge or consolidate with any other entity without
making adequate provision for its obligations hereunder. Employee may
not assign this Agreement during Employee's life and upon Employee's
death, this Agreement shall be binding upon and inure to the benefit of
Employee's heirs, legatees and the legal representative of each.
10. APPLICABLE LAW. This Agreement shall be construed and interpreted
pursuant to the laws of Georgia.
11. AMENDMENT. This Agreement may be amended only by a written document
signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Employment
Agreement effective as of the day and year first above written.
ANTEC CORPORATION
By: /s/ XXXXXXXX X. XXXXXXXX /s/ XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Its: CFO
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