Exhibit 10.2
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made as of December 10, 2001, between Cable Design
Technologies Corporation, a Delaware corporation (the "Company"), and Ferdinand
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Xxxxxx ("Executive").
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In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment. The Company shall employ Executive, and Executive hereby
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accepts employment with the Company, upon the terms and conditions set forth in
this Agreement for the period beginning on the date hereof and ending as
provided in paragraph 4 hereof (the "Employment Period").
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2. Position and Duties.
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(a) During the Employment Period, Executive shall serve as Chief Executive
Officer of the Company and shall render such services to the Company and its
affiliates as may be from time to time reasonably directed by the Board of
Directors of the Company (the "Board") or such persons as may be designated by
the Board.
(b) Executive shall devote his best efforts and his full business time and
attention (except for permitted vacation periods and reasonable periods of
illness or other incapacity) to the business and affairs of the Company and its
affiliates, and follow the reasonable instructions of the Board and/or the
Company's Chairman. Executive shall perform his duties and responsibilities to
the best of his abilities in a diligent, trustworthy, businesslike and efficient
manner, and Executive shall comply with all policies and guidelines adopted from
time to time by the Company.
3. Base Salary, Bonus and Benefits.
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(a) Base Salary. During the Employment Period, Executive's base salary
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shall be $600,000 per annum (the "Base Salary") or such higher rate as the Board
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may designate from time to time, which salary shall be payable in regular
installments in accordance with the Company's general payroll practices.
(b) Annual Bonus. In addition to the Base Salary, with respect to each
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fiscal year of the Company while this Agreement is in effect, Executive shall be
entitled to receive a bonus in an amount to be established by the Compensation
Committee of the Board (the "Compensation Committee") for each such fiscal year
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that the Company meets or exceeds the financial targets established by the Board
or the Compensation Committee. In lieu of such bonus, Executive shall receive a
guaranteed bonus of $150,000 for the fiscal year ending immediately after
Executive's commencement of employment.
(c) Stock Options. As of a specific date or dates to be set by the
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Compensation Committee, Executive shall receive options to purchase an aggregate
of 500,000 shares of the Company's common stock at such time and pursuant to
such grants as the Compensation Committee deems advisable (the "Options"). The
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Options shall be made pursuant to the terms and conditions of the Company's 2001
Long-Term Performance Incentive Plan, as amended from time to time, or such
other plan as deemed advisable by the Company as well as any agreement executed
in connection with the grant of the Options, which agreement shall provide for
accelerated vesting upon a change in control of the Company.
(d) Expenses. The Company shall reimburse Executive for all reasonable
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expenses incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company's policies in effect from time
to time with respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to reporting and
documentation of such expenses. Furthermore, the Company shall reimburse
Executive for (i) all reasonable expenses incurred by him in connection with his
relocation to the Pittsburgh area and (ii) for a period of one year, his rent
expense of an apartment in the Pittsburgh area in an amount as approved by the
Compensation Committee.
(e) Other Benefits. Executive shall be entitled to receive benefits
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generally offered to the Company's senior management employees, including,
without limitation, eligibility for stock option grants.
4. Term.
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(a) Employment Period. The Employment Period shall continue until such
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time as the Executive tenders his resignation in writing to the Company
(provided that Executive must give the Company at least 90 days notice, which
notice may be waived by the Company and such resignation accepted with effect
immediately or during such 90 day period) (the date on which such resignation
becomes effective is referred to herein as the "Expiration Date"); provided,
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that (i) the Employment Period shall terminate prior to the Expiration Date upon
Executive's death or Executive's incapacity or inability to perform his services
as contemplated herein for a period of at least 180 consecutive days because of
his physical or mental health shall have become impaired so as to make
impossible or impractical for him to perform the duties and responsibilities
contemplated for him hereunder, (ii) the Employment Period may be terminated by
the Company at any time prior to the Expiration Date for Cause (as defined
below) or without Cause, and (iii) the Employment Period may be terminated by
Executive at any time prior to the Expiration Date for Good Reason (as defined
below).
(b) Termination Without Cause or for Good Reason. If the Employment Period
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is terminated by the Company without Cause or by Executive for Good Reason prior
to the Expiration Date, Executive shall be entitled to receive (i) any accrued
and unpaid salary through the effective date of the termination of his
employment and (ii) Executive's Base Salary for a period of 12 months following
the effective date of the termination of his employment (which shall be paid in
one lump sum payment at Executive's request).
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(c) Death/Disability. If the Employment Period is terminated pursuant to
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clause (a)(i) above, Executive shall be entitled to receive (i) any accrued and
unpaid salary through the effective date of the termination of his employment,
(ii) any benefits under employee benefit policies in effect on the date of
termination and covering Executive.
(d) Other Terminations. If the Employment Period is terminated by the
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Company for Cause, Executive shall be entitled to receive any accrued and unpaid
salary through the effective date of the termination of his employment.
Executive's rights under this Agreement shall be in addition, and not in lieu
of, any rights Executive may have under a change-in-control agreement with the
Company.
(e) Rights Following Termination. Except as set forth in clause (b) and
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(c) above, all of Executive's rights to fringe benefits and bonuses hereunder
(if any) which accrue after the termination of the Employment Period shall cease
upon such termination.
(f) Cause. For purposes of this Agreement, "Cause" shall mean (i)
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Executive's conviction of any felony involving dishonesty, fraud or breach of
trust with respect to the Company or its subsidiaries, or (ii) Executive's
willful engagement in gross misconduct in the performance of his duties that is
materially and demonstrably injurious to the Company and its subsidiaries, which
conduct is not cured after notice (any action or failure to act shall not be
"willful" unless it is done, or omitted to be done, by Executive in bad faith or
without reasonable belief that the act, or failure to act was in the best
interests of the Company and its subsidiaries);
(g) Good Reason. For purposes of this Agreement, "Good Reason" shall mean
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that without Executive's express written consent:
(i) he is assigned duties materially inconsistent with his
position, duties and responsibilities with the Company and/or its
subsidiaries, excluding for this purpose isolated, insubstantial and
inadvertent action(s) not taken in bad faith and remedied by the
Company or applicable subsidiary promptly after receipt of notice from
him;
(ii) the Company or any of its subsidiaries reduces his annual
base salary as in effect on the date hereof or as the same may be
increased from time to time;
(iii) the Company or any of its subsidiaries reduces his
aggregate compensation and incentive and benefit package as then in
effect;
(iv) the Company or any of its subsidiaries requires him
regularly to perform his duties of employment beyond a fifty-mile
radius from the location of his employment;
(v) the Company or any of its subsidiaries takes any other
action which materially and adversely changes the conditions or
perquisites of his employment as then in effect; or
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(vi) the Company or any of its subsidiaries fails to obtain a
satisfactory agreement from any successor to assume and agree to
perform this Agreement, as contemplated by Section 9 hereof.
5. Survival. Paragraphs 4 through 11 shall survive and continue in full force
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in accordance with their terms notwithstanding any termination of the Employment
Period and/or Executive's employment.
6. Notices. Any notice provided for in this Agreement shall be in writing and
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shall be either personally delivered, or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:
Notices to Executive:
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Xxxxxxxxx Xxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxx Xxxxxxxxxx, XX 00000
Notices to the Company:
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Cable Design Technologies Inc.
Xxxxxx Plaza 7
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: General Counsel
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or mailed.
7. Severability. Whenever possible, each provision of this Agreement shall be
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interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
8. Counterparts. This Agreement may be executed in separate counterparts,
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each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
9. Successors and Assigns. This Agreement is intended to bind and inure to
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the benefit of and be enforceable by Executive, the Company and their respective
heirs, successors and assigns, except that Executive may not assign his rights
or delegate his obligations hereunder without the prior written consent of the
Company. The Company will require any successor (whether direct
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or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean Cable Design
Technologies Corporation and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
10. Choice of Law; Venue. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware exclusive of the conflict of
law principles thereof.
11. Amendment and Waiver. The provisions of this Agreement may be amended or
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waived only with the prior written consent of the Company and Executive, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
CABLE DESIGN TECHNOLOGIES INC.
at the direction of the Compensation
Committee of the Board of Directions
By __________________________
Name:
Title:
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Xxxxxxxxx Xxxxxx
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