Exhibit 10.2
A G R E E M E N T
This Agreement entered into this 26th day of June, 2000 by and between
SPECTRUM CONTROL, INC. ("SCI") and XXXX XXXXXXX ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxx Xxxxxxx has been a valued employee of SCI; and for his
excellent leadership and extraordinary effort SCI is desirous of executing an
Agreement to provide Xxxxxxx compensation in the event of change in control of
SCI and Xxxxxxx is terminated within twelve (12) months of the change in control
event.
NOW, THEREFORE, the parties hereto intending to be legally bound hereby
agree as follows:
1. If there is a change in "control" as hereinafter defined of SCI and
Xxxxxxx is terminated within twelve (12) months of such change in control,
Xxxxxxx will receive a minimum compensation package which will provide for the
payment of an amount of money equal to Xxxxxxx'x salary and At Risk Compensation
which had been paid to Xxxxxxx for the fiscal year prior to the change in
control.
For purposes of this Agreement, the term "change in control" is defined to
include, (a) a tender offer or exchange offer made and consummated for ownership
of SCI stock representing fifty (50%) percent or more of the combined voting
power of SCI's outstanding securities; (b) the sale or transfer of substantially
all of SCI's assets to another corporation which is not a wholly-owned
subsidiary of SCI; (c) any merger or consolidation of SCI with another
corporation whereby less than thirty (30%) percent of the outstanding voting
shares of the surviving or resolving corporation are owned in the aggregate by
SCI's former stockholders; or (d) any tender offer, exchange offer, merger, sale
of assets and/or contested election which results in a total change in the
composition of SCI's Board of Directors.
The amount paid to Xxxxxxx pursuant to this paragraph will be deemed
severance pay and in consideration of Xxxxxxx'x past services to SCI and his
continued services from the date of this Agreement. Xxxxxxx will have no duty to
mitigate his damages by seeking other employment, nor xxxx Xxxxxxx xxxxxxxxx pay
hereunder be reduced or offset by any future earnings.
2. This Agreement shall be binding on the Company and its successors.
3. This Agreement was authorized at a duly convened meeting of the Board
of Directors of SCI held on the 26th day of June, 2000.
4. By the execution of this Agreement, Xxxxxxx acknowledges that there are
no other compensation agreements orally or written, other than his current
annual compensation package in effect.
WITNESS our hands and seals the day and year above first written.
Attest: SPECTRUM CONTROL, INC.
/s/ Xxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxx
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Xxxxx X. Xxxxxx Xxxxxx X. Xxxx, Chairperson,
Secretary Board of Directors
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
