Subject: Executive Employment Transition Agreement-REVISED Dear Charlie;
EXHIBIT
10.9
Xxxxxxx
Xxxxx 7
April 2009
Executive
Vice President,
Chief
Technical Officer
Subject:
Executive Employment Transition
Agreement-REVISED
Dear
Xxxxxxx;
This is
to confirm our discussion and agreement regarding your transition over the next
three
years.
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1.
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Effective
4/6/2009, your current base
salary of $252,597 annual will be reduced to $168,482 annual. Your title
will become Executive Vice President, Chief Technical Officer Emeritus.
Your Corporate Bonus will be based on the successful outcome of the
Kunshan project. Your bonus will be the lower of 10% of the sales price of
the Kunshan facility, or $500,000. Your short term incentive in the years
2010,2011, and 2012 will be predicated on finding suitable projects during
those years. You will continue to be eligible for all medical, dental, and
other benefits provided to all Executives. You will be eligible for the
annual Long Term Incentive grants (in 2010,2011, and 2012) as provided to
the Executive team based on your salary in effect at the time of
grants.
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2.
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Effective
1/1/2010 (or
the start of the first pay period in 2010), your base salary will be
reduced to $126,299 annual. In lieu of the lump sum severance payment of
six months pay which is specified in your Employment Agreement dated 25
July 2000 as amended, you will receive this new salary for calendar year
2010. You will continue to be eligible for all medical, dental, and other
benefits provided to all
Executives.
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3.
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Effective
1/1/2011 (or
the start of the first pay period in 2011) your base salary will remain at
$126,299 annual. In lieu of the standard separation severance payment that
is specified in your Employment Agreement dated 25 July 2000 as amended,
you receive this salary for calendar year 2011 and 2012. You will continue
to be eligible for all medical, dental, and other benefits provided to all
Executives.
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4.
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Effective
12/31/2012, you
will officially retire and all Company sponsored benefits and compensation
will end.
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5.
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In
addition to the provisions set forth in this document, your employment
will be governed by the policies and procedures outlined in the Employee
Handbook, as amended from time to
time.
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The terms
and conditions of this Agreement are to be private and confidential, and you
agree not to disclose any of these terms and conditions to any person
except your spouse, your attorney or your tax advisor, unless disclosure is
necessary to carry out the terms of this Agreement, or to supply information to
any taxing authority, or is otherwise required by law.
Please
sign this agreement and return the original document to Xxxx Xxxxxx, no later
than Friday, 10 April 2009. If you should have any questions, please
contact me.
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Signatures
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/s/
Xxxx X. Xxxxxx XXX
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/s/
Xxxxxxx Xxxxx
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Xxxx
X. Xxxxxx, III
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Xxxxxxx
Xxxxx
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Vice
President, Worldwide Human Resources and Corporate
Services
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Executive
Vice President, Chief Technical Officer
Emeritus
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AMENDMENT
TO EMPLOYMENT AGREEMENT
AMENDMENT
TO EMPLOYMENT AGREEMENT ("Amendment") dated as of December 17, 2008
("Amendment Effective Date") between ANADIGICS, Inc. (the "Corporation") and
Xxxxxxx Xxxxx (the "Executive").
WHEREAS,
the Corporation and the Executive are parties to an Employment Agreement dated
as of July 25, 2000 and [related] Amendments to the Employment Agreement (the
Employment Agreement together with the Amendments constitute the
"Agreement");
WHEREAS,
the Corporation and the Executive wish to amend the Agreement as set forth
herein;
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
Corporation and the Executive hereby agree as follows:
1. Section
3 of the Agreement shall be amended to read in its entirety as
follows:
"In
consideration of past and continuing service to the Corporation, in the event
that within one year following a "change-of-control"
(as defined in Annex A hereto) your employment is terminated due to (i)
involuntary termination by the Corporation without Cause or (ii) your voluntary
resignation from the Corporation due to a material reduction in responsibilities
and duties associated with your position or a material reduction in compensation
(base salary plus bonus opportunity) without your prior express written consent,
you shall receive, subject to the notice requirement and the Corporation's cure
right set forth below, (a) 6 months of base salary (payable in equal bi-weekly
installments) and payment of the semi -annual bonus at 100% of target
(paid at the corporation's regular scheduled semi-annual bonus payment date);
(b) up to an additional six months of base salary (payable in equal bi-weekly
installments during the Post-Employment Period (as defined below) solely during
any portion of the Post-Employment period that you remain unemployed) and
payment of the semi-annual bonus at target (paid at the Corporation's first
regularly scheduled semi- annual bonus payment date following the
Post-Employment Period solely if you remain unemployed during the
Post-Employment Period); (c) payment of the semi-annual bonus for the period
during which termination occurs (at 100% of target prorated for the number of
complete months worked in that period) to be paid within 60 days from the date
of termination of employment, (d) continuation for one year from date of
termination of all current medical, and dental insurance benefits or until
coverage by a new employer, whichever occurs first, (e) executive outplacement
services for up to six months, and (f) immediate vesting of all stock options
previously or hereafter issued under the Corporation's 1997 Long Term Incentive
and Share Award Plan for Employees and the 1995 Long Term Incentive and Share
Award Plan for Officers, as the same may be amended from time to time, to the
extent such stock options have not vested as of such date, which stock options
shall continue to be exercisable, with respect to options granted prior to
October 31, 1998 for 90 days, and for options granted subsequent to October 31,
1998, for twelve (12) months following the date of involuntary or voluntary
termination as described above, but not beyond the original term of the option.
It shall be a condition precedent to the your right to voluntarily terminate
your employment pursuant to clause (ii) of this Section 3 that you shall first
have given the Corporation written notice that an event or condition set forth
in clause (ii) has occurred within ninety (90) days after such occurrence, and
any failure to give such written notice within such period will result in a
waiver by the executive of his right to terminate as a result of such event or
condition. If a period of thirty (30) days from the giving of such written
notice elapses without the Corporation having effectively cured or remedied such
event or condition during such 30-day period, you will have the right to
voluntarily resign from the Corporation, provided that the termination of your
employment due to such event or condition must occur not later than one hundred
eighty (180) days following the initial existence of the event or condition set
forth in clause (ii). The 'Post-Employment Period' is the period commencing on
the 6 month anniversary of the date of termination of employment and ending on
the 12 month anniversary of the date of termination of employment.
If your
employment is involuntarily terminated by the Corporation without 'Cause,'
absent a change in control, you will be eligible to receive a retention payment
of six months base salary plus any additional payments as determined in the sole
discretion of the Corporation, such payments to be made in a lump sum
within 60
days of termination of your employment. 'Cause' shall mean: (a) un-authorized
use or disclosure of confidential information of the Corporation in violation of
Section 4(c) hereof; (b) a conviction of, or a plea of 'guilty' or 'no contest'
to, a felony under the laws of the United States of America or any state
thereof; (c) embezzlement or misappropriation of the assets of the Corporation;
or (d) misconduct or gross negligence in the performance of duties assigned to
the executive employee under this Agreement.
Payment
of any compensation and benefits under this Employment Agreement is contingent
upon execution within 50 days following the date of termination of the ANADIGICS
standard Separation and Release Agreement between the Corporation and the
Executive."
2. Section
8 is added to the Agreement and reads in its entirety as follows:
"(a) It
is intended that this Agreement will comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code") and any
regulations and guidelines promulgated thereunder (collectively, "Section
409A"), to the extent the Agreement is subject thereto, and the Agreement shall
be interpreted on a basis consistent with such intent. If an amendment of the
Agreement is
necessary in order for it to comply with Section 409A, the parties hereto will
negotiate in good faith to amend the Agreement in a manner that preserves the
original intent of the parties to the extent reasonably possible. No action or
failure to act pursuant to this Section 8 shall subject the Corporation to any
claim, li ability,
or expense, and the Corporation shall not have any obligation to indemnify or
otherwise protect Executive from the obligation to pay any taxes, interest or
penalties pursuant to Section 409A.
(b) Notwithstanding
any provision to the contrary in this Agreement, if Executive is deemed on the
date of his "separation from service" (within the meaning of Treas. Reg. Section
1.409A-l(h) with the Corporation to be a "specified employee" (within the
meaning of Treas. Reg. Section 1.409A-l(i), then with
regard to any payment or benefit that is considered deferred compensation under
Section 409A payable on account of a "separation from service" that is required
to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into
account any applicable exceptions to such requirement), such payment or benefit
shall be made or provided on the date that is the earlier of (i) the expiration
of the six (6)-month period measured from the date of Executive's "separation
from service," or (ii) the date of Executive's death (the "Delay
Period"). Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to this Section 8 (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay)
shall be paid or reimbursed to Executive in a lump sum and any remaining
payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein.
Notwithstanding any provision of this Agreement to the contrary, for purposes of
any provision of this Agreement providing for the payment of any amounts or
benefits upon or following a termination of employment, references to
Executive's "termination of employment" (and corollary terms) with the
Corporation shall be construed to refer to Executive's "separation from service"
(within the meaning of Treas. Reg. Section 1.409A-l(h) with the
Corporation.
(c) With
respect to any reimbursement or in-kind benefit arrangements of the Corporation
and its subsidiaries that constitute deferred compensation for purposes of
Section 409A, except as otherwise permitted by Section 409A, the following
conditions shall be applicable: (i) the amount eligible for reimbursement, or
in-kind benefits provided, under any such arrangement in one calendar year may
not affect the amount eligible for reimbursement, or in-kind benefits to be
provided, under such arrangement in any other calendar year (except that the
health and dental plans may impose a limit on the amount that may be reimbursed
or paid), (ii) any reimbursement must be made on or before the last day of the
calendar year following the calendar year in which the expense was incurred, and
(iii) the right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit. Whenever a payment under this
Agreement specifies a payment period with reference to a number of days (e.g., "payment shall
be made within thirty (30) days after termination of employment"), the actual
date of payment within the specified period shall be within the sole discretion
of the Corporation. Whenever payments under this Agreement are to be made in
installments, each such installment shall be deemed to be a separate payment for
purposes of
Section 409A."
3. Except
as set forth herein, the Agreement shall continue in full force and effect in
accordance with its terms.
4. This
Amendment may be executed simultaneously in two or more counterparts, anyone of
which need not contain the signatures of more than one party, but all of which
counterparts taken together will constitute one and the same
agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
and year first above written.
ANADIGICS,Inc.
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Signatures
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/s/
Xxxx X. Xxxxxx XXX
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/s/
Xxxxxxx Xxxxx
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Xxxx
X. Xxxxxx, III
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Xxxxxxx
Xxxxx
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Vice
President, Worldwide Human Resources and Corporate
Services
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Executive
Vice President, Chief Technical Officer
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Annex
A
Change
In Control
Change in Control. A
Change in Control of the Corporation shall be deemed to have occurred if (i) 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") (other than the
Corporation, any trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation, or any corporation owned, directly or
indirectly, by the stockholders of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Corporation representing more than 50% of
the combined voting power of the Corporation's then outstanding securities, (ii)
during any 12-month period (not including any period prior to the execution of
this Agreement), individuals who at the beginning of such period constituted the
Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Corporation to effect a transaction
described in subclauses (i), (iii) or (iv) of this paragraph) whose election by
the Board or nomination for election by the Corporation's stockholders was
approved by a vote of at least 66-2/3% of the members of the Board then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof, (iii) the Corporation's
stockholders approve a merger or consolidation of the Corporation with any other
corporation, other than (A) a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no "person" (as defined above)
acquires more than 50% of the combined voting power of the Corporation's then
outstanding securities, or (iv) the stockholders of the Corporation
approve a plan of complete liquidation of the Corporation or an agreement for
the sale or disposition by the Corporation of all or substantially all of the
Corporation's assets.
Amendment To
Employment
Agreement
This
Amendment dated as of 14 June 2005 (the "Amendment") to the Employment Agreement
(the "Agreement") dated as of 25 July 2000 by and between ANADIGICS, Inc., a
Delaware corporation (the "Corporation"), and Xxxxxxx Xxxxx (the "Executive"),
is made and entered into by and between the Corporation and the Executive.
Unless otherwise defined herein, capitalized terms have the same meanings as in
the Agreement.
WHEREAS,
the Corporation is considering various strategic alternatives,
NOW,
THEREFORE, inconsideration of the mutual premises and agreements set forth
herein, the Corporation and the Executive agreement that the Agreement is hereby
amended as follows:
"If your
employment is involuntarily terminated by the Company without "Cause", whereby
"Cause" is as specified in your Employment Agreement, absent a change in
control, you will be eligible for the standard separation agreement, release,
and payment, plus a lump-sum retention payment of six months base
salary."
Signatures:
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Signatures
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/s/
Xxxx Xxxxxxx
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/s/
Xxxxxxx Xxxxx
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Xxxx
Xxxxxxx
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Xxxxxxx
Xxxxx
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President
and CEO
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Executive
Vice President, Chief Technology Officer
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| June 14, 2005 | June 15, 2005 |
