Mr. Greg White November 13, 2009 Subject: Employment Agreement Dear Greg,
EXHIBIT
10.13
Mr. Xxxx
Xxxxx November
13, 2009
Subject:
Employment Agreement
Dear
Xxxx,
This
agreement (the "Agreement") is made and entered into effective as of the date
hereof, by and between ANADIGICS, Inc., a Delaware corporation (the
"Corporation") and Xxxx Xxxxx, an executive employee of the Corporation. In
order for the Corporation to attract and retain as executives and officers the
most capable persons available, the Corporation and you do hereby agree as
follows:
1. The term of your employment under
this Agreement shall commence on October 12,2009 and terminate on December
31,2011 (the "Termination Date"). Employment with the corporation may be
terminated at any time with or without cause or notice by you or the
Corporation. No person is authorized to provide any employee with an employment
contract or special arrangement concerning terms or conditions of employment
unless the contract or arrangement is in writing and signed by the Chief
Executive Officer of the Corporation.
2. 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.
3. (a) In the event of a "Change in
Control" (as defined in Annex A hereto) which results, within six months
following the Change in Control, in either the involuntary termination without
Cause of your employment with the Corporation or your voluntary resignation from
the Corporation due to a material reduction in responsibilities and duties
associated with your position, or material reduction in compensation (base
salary, plus bonus at target) without your prior express written consent, the
Corporation agrees that following such termination you shall receive; subject to
the notice requirement and the Corporation's cure right set forth below, (w) an
amount equal to (i) six 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); (ii) 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 100% of 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); and (iii)
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; provided that no such payments under clauses (i)-(iii) above shall be
made prior to the 60th day following the date of termination under this
Agreement; (x) continuation of all current medical and dental insurance benefits
until the first to occur of one year from the date of termination of employment
under this Agreement or the commencement of employment at another employer
offering similar benefits; (y) executive outplacement services for up to six
months; and (z) immediate vesting of all stock options and shares of restricted
stock previously or hereafter granted under any stock or stock option plan of
the Corporation, to the extent such stock options or shares of restricted stock
have been earned (if performance based) and not vested as of such date; any such
options shall continue to be exercisable for six (6) months following the date
of involuntary or voluntary termination of employment under this Agreement as
described above, but not beyond the original term of the option. It shall be a
condition precedent to your right to voluntarily terminate your employment
pursuant to this Section 3(a) that you shall first have given the Corporation
written notice that an event or condition set forth herein 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 you of your 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 six months following the Change in Control. 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.
(b) In
the event your employment with the Corporation is terminated without "Cause" (as
defined below) at any time by the Corporation prior to the Termination Date, the
Corporation agrees that following such Termination, you shall receive the
benefits set forth in clauses (x), (y) and (z) in Section 3(a)
above.
(c) For
purposes of this Section 3: "Cause" shall mean (w) unauthorized use or
disclosure of confidential information of the Corporation in violation of
Section 4(c) hereof; (x) 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; (y) embezzlement or misappropriation of the assets of the Corporation;
or (z) misconduct or gross negligence in the performance of duties assigned to
you under this Agreement. Payment of any compensation and benefits under Section
3 of this Agreement is contingent upon your execution (and no revocation)of the
ANADIGICS standard Separation and Release Agreement between the Corporation and
you which shall be executed and delivered to the Corporation on or before the
date that is 50 days following the date of termination of
employment.
4. (a) During your employment with the
Corporation, you may not perform any work for any company that competes with us
in the manufacture and sales of RF integrated circuits in the wireless, cable
and broadband, or fiber optics markets, whether directly or indirectly. This
includes any business set up on your own or by you with others. You must
disclose any intention to engage in any form of business activity outside your
activities with the Corporation to the Chief Executive Officer, which must be
approved in writing prior to commencement of those activities.
(b) For
a period of twelve (12) months after termination of your employment with the
Corporation, you agree not to hire, solicit to hire, or be involved in the
solicitation of any employees of the Corporation or any of its
subsidiaries.
(c) During
and after your employment with the Corporation you are required to protect the
confidentiality of information you use or become party to. You may not disclose
confidential information to any unauthorized third party. This includes but is
not limited to information related to technology, intellectual property,
strategic business plans, transformation initiatives, suppliers, and clients.
Your dealings with suppliers and clients must always be managed in the best
interest of the Corporation. Any confidential information you are a party to may
only be used in the interest of the Corporation in the context of the
Corporation's legitimate relationships with suppliers, clients and any
authorized third party. Such information must not be used for any other purpose,
including personal gain. In addition, you are reminded of the restrictions and
conditions of employment described in the Proprietary Information Agreement
signed by you and on file in the Human Resources Department. Any breach of
confidentiality will subject you to immediate termination.
(d) Failure
to comply with the provisions of this Section 4 shall subject you to the
immediate termination of any of your unexercised stock options.
5. The
following additional benefits are provided to you as part of this
Agreement:
(a) A
confidential annual physical exam through the Corporation's contracted vendor,
Executive Health Group. The physical exams are scheduled during the your month
of birth each year at no cost to you
(b) In
order to provide for financial peace of mind, an allowance of up to $2,000 per
year for financial planning.
(c) Indemnification
protection for any lawsuit brought against the Corporation as detailed in
Article VII, Section 4 of the Corporation bylaws.
6. 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.
7. You
agree that any dispute or claim with respect to any provision of this Agreement
or your employment must be presented to the Chief Executive Officer within three
(3) months of the occurrence.
8. (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,
liability, or expense, and the Corporation shall not have any obligation to
indemnify or otherwise protect you 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 you are deemed on the date
of your "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 your "separation from service," or
(ii) the date of your 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 you 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
your "termination of employment" (and corollary terms) with the Corporation
shall be construed to refer to your "separation from service" (within the
meaning of Treas. Reg. Section 1.409 A-I (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.
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Signatures
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/s/
Xxxxx Xxxxx
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/s/
Xxxx Xxxxx
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ANADIGICS,
Inc.
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Xxxx
Xxxxx
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By: Xxxxx
Xxxxx, President and CEO
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Senior
Vice President, RF Products
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Date: November
13, 2009
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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.
