[LETTERHEAD OF ALPHA INDUSTRIES, INC. APPEARS HERE]
EXHIBIT (10)(i)
October 4, 1996
Xx. Xxxxxx X. Xxxx
0 Xxxxxxxxxx Xxxx, #00
Xxxxxxxxxx XX 00000
Re: Ongoing relationship
Dear Xxxxx:
As we have discussed, Alpha Industries, Inc. ("Alpha") wishes to provide a
contractual basis for an ongoing relationship between you and Alpha. This letter
sets out the terms that we have discussed.
1. This agreement replaces and supersedes all prior agreements relating to you
employment by the Company, including without limitation the Severance Agreement
dated July 1, 1996, which is hereby terminated and canceled as of the date of
this agreement.
2. You resigned your positions as President and Chief Executive Officer of
Alpha on July 16, 1996. You will remain an employee of Alpha on the terms and
with the rights and benefits set out below in this letter.
3. Xxxxx agrees that your salary will continue at the annual rate of
$290,000.00, which is $5,576.92 per week, on a weekly basis through October 4,
1998, subject to the following conditions.
a. In the event of your death, Alpha will make the stream of weekly payments
provided above in this Section to your estate until the first to occur
of: (i) one year after the date of your death, or (ii) October 4, 1998.
b. Except as prohibited by this agreement in Section 4, you are free to
accept any other employment opportunity. Except in the event that you
violate any term or provision of this agreement, the payments provided
for in this Section will not
Xxxxxx X. Xxxx
October 4, 1996
Page 2
be reduced, terminated or otherwise effected by your acceptance of other
employment or your receipt of other compensation.
4. From July 16, 1996 through the later to occur of (a) October 4, 1997, or (b)
the termination of your employee status with Alpha (the "Noncompete Period"),
you will not, directly or indirectly, whether as owner, partner, shareholder,
director, consultant, agent, employee, or otherwise, or through any person,
engage in any employment, consulting or other activity which competes with the
business of the Company or any of its subsidiaries or affiliates. You
acknowledge and agree that your direct or indirect participation in the conduct
of such competing business alone or with any person other than the Company will
materially impair the business and prospects of the Company. During the
Noncompete Period, you will not (i) attempt to hire any director, officer,
employee or agent of the Company, (ii) assist in such hiring by any other
person, (iii) encourage any person to terminate his or her employment or
business relationship with the Company, (iv) encourage any customer or supplier
of the Company to reduce or terminate its relationship with the Company. If any
of the restrictions provided for in this Section are adjudicated to be
excessively broad as to scope, geographic area, time or otherwise, said
restriction shall be reduced to the extent necessary to make the restriction
reasonable and shall be binding on you as so reduced. Any provisions of this
Section not so reduced shall remain in full force an effect. It is understood
that during the Noncompete Period, you will make yourself available to the
Company for consultation on behalf of the Company, upon reasonable request and
at a reasonable rate of compensation and at reasonable times in light of any
commitment you may have to a new employer.
You understand and acknowledge that the Company's remedies at law for breach of
any of the restrictions in this Section are inadequate and that any such breach
will cause irreparable harm to the Employer. You therefore agree that in
addition and as a supplement to such other rights and remedies as may exist in
the Company's favor, the Company may apply to any court having jurisdiction to
enforce the specific performance of the restrictions in this Section, and may
apply for injunctive relief against any act which would violate those
restrictions.
5. You agree to cooperate with Alpha in effecting your resignation from all of
the positions that you have held with subsidiaries and other affiliates of Alpha
and in taking any other actions required due to your change of status with
Alpha.
6. You will be an employee of Alpha on the terms and conditions set out below:
a. Your responsibilities will be such as are mutually acceptable to and
agreed upon by you and the President of Alpha. Under no circumstances will
you be
Xxxxxx X. Xxxx
October 4, 1996
Page 3
asked to perform any duties inconsistent in any respect with your
position as the former President and Chief Executive Officer of Alpha.
b. Your employee status will not affect your receipt of salary continuation
as set out in Section 3 above, and neither such status nor its termination
for any reason will entitle you to receipt of additional salary or to
continuation of your salary past October 4, 1998.
c. As long as your employee status continues, you will be eligible to
participate in Alpha's medical insurance plan on the same basis that you
did prior to July 16, 1996. Alpha's obligation to provide you with such
coverage is limited to allowing you to participate in any medical
insurance plan or plans then available to the employees of Alpha, subject
to the terms of the applicable plan documents, generally applicable Alpha
policies and actions by Alpha contemplated by such plans.
d. As long as your employee status continues, your Company stock options will
continue to be valid and exercisable in accordance with their terms and
conditions. Upon termination of such status for any reason, all Company
stock options then outstanding and held by you, whether or not by their
terms then exercisable, shall, subject to their other terms and
conditions, become immediately exercisable and remain exercisable for a
period of ninety (90) days after the date of termination.
e. As long as your employee status continues, you will be eligible to
participate in the following additional Alpha employee benefit plans:
Group Life Insurance, Dependent Life Insurance, Long-Term Disability,
Dental Insurance, 401(k) Plan, Executive Deferred Compensation Plan, and
Employee Stock Purchase Plan. Such participation shall be on the same
basis as your participation in such plans prior to July 16, 1996. Alpha's
obligation to provide you with such coverage is limited to allowing you to
participate in any such plan or plans then available to the employees of
Alpha, subject to the terms of the applicable plan documents, generally
applicable Alpha policies and actions by Alpha contemplated by such plans.
You will not participate in any other Alpha employee benefit plan or
policy, including without limitation accrual of vacation or sick time.
e. Your employee status with Alpha: (i) will terminate on October 4, 1998,
unless terminated sooner as provided herein, (ii) may be terminated by you
at any time for any reason, (iii) may be terminated by Alpha at any time
upon written notice to you in the event that you materially breach your
obligations under this
Xxxxxx X. Xxxx
October 4, 1996
Page 4
agreement, and (iv) will terminate upon your receipt of full-time
employment that makes available to you and your family medical insurance
benefits substantially comparable to those then provided to you by Alpha.
7. Promptly after the execution of this letter, you will receive: (a) the
value of your accrued and unused vacation time in a lump sum, and (b) the value
of your SERP account in a lump sum.
If the agreement set out in this letter is acceptable to you, please so indicate
by signing both copies of the letter and returning one to Xxx Xxxxxx at Alpha.
Sincerely,
ALPHA INDUSTRIES, INC.
By:
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Chairman of the Board
By: [SIGNATURE APPEARS HERE]
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President and CEO
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ACCEPTED AND AGREED TO:
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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