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EXHIBIT 10.31 (b)
CONSULTING AGREEMENT
ANTEC Corporation, Delaware corporation, ("Company") and Xxxx Xxxx
("Consultant") hereby agree as follows:
1. Upon the termination of Consultant's employment with Company
for any reason other than death or full and permanent
disability, Consultant will serve Company as a consultant on
matters within Consultant's expertise, knowledge or abilities
as may be reasonably requested by Company. Such consultation
may include, among other things without limitation, meeting
with customers and suppliers of Company and serving on the
Board of Directors of Company. Consultant's obligations under
this Agreement will end on May 31, 2007 or Consultant's
earlier death or full and permanent disability.
2. Consultant will not in any 12 month period be required to make
himself available to consult with Company for more than 20
days. No more than three days of consultation may be
consecutive. Consultation will be arranged by Company so as to
not unreasonably interfere with other permitted activities of
Consultant.
3. Consultant will not disclose or use for any purpose other than
assisting Company, any information about Company or its
business that is not publicly known.
4. Consultant will not during the period of this Agreement engage
in any activities or make any investments that would be
inconsistent or in conflict with his obligations to Company
under this Agreement. For instance, Consultant during the
period of this Agreement will not assist anyone compete with
Company and will not enter into any arrangement with a
competitor of Company in which Consultant could inadvertently
use or disclose confidential information of Company.
Consultant however is permitted to own interests in a
competitor constituting less than 1% of the beneficial
interests of that firm and to consult with firms that do not
compete with Company. Upon being asked in writing, Company
will advise Consultant within 15 days whether Consultant is
able to engage in a proposed activity. Any such inquiry should
be addressed to Company's Chief Executive Officer.
5. As consideration for the entering into this Agreement and the
services performed thereunder, Company will:
a. provide the supplemental retirement benefit set forth
in the attached Supplemental Retirement Plan;
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b. continue to provide medical coverage as if Consultant
continued to be an employee of Company until he and
his spouse as of the date of this Agreement are
eligible for Medicare;
c. provide, from and after the date this Agreement is
signed, in addition to any life insurance available
to Consultant as an executive of Company, a death
benefit of $3,000,000 payable to Consultant's
surviving spouse upon Consultant's death prior to age
55. Upon request of Company, Consultant will provide
such information and take such tests as may be
necessary for Company to obtain insurance for this
benefit; and
d. reimburse Consultant for any expenses incurred by
Consultant in performing consulting services for
Company.
6. Company's sole remedy for breach of this Agreement by
Consultant will be damages and/or injunctive relief.
Consultant acknowledges that his services are unique and that
damages for breach of this Agreement would not adequately
compensate Company and agrees that Company is entitled to
injunctive relief for breach of this Agreement and that
Company may seek such relief without posting any bond. Any
fees and costs incurred by either party in enforcing this
Agreement shall be reimbursed by the party found to be in
breach.
7. Company's obligations hereunder shall be binding legal
obligations of any successor to all or substantially all of
Company's business by purchase, merger, consolidation or
otherwise. 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 under this Agreement.
IN WITNESS WHEREOF, the parties has executed this agreement as of
April 29, 1999.
ANTEC CORPORATION ---------------------
Xxxx Xxxx
By:
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Its
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