Exhibit 10.1
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made as of December 10, 2001, between Cable Design
Technologies Corporation, a Delaware corporation (the "Company"), and Xxxx X.
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Xxxxx ("Employee").
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This Agreement is being executed in connection with Employee's transition from
Chief Executive Officer of the Company (his "Previous Position") to Vice
Chairman of the Company. In consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Employment. The Company shall employ Employee, and Employee hereby accepts
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employment with the Company, upon the terms and conditions set forth in this
Agreement for the period beginning on the date hereof and ending as provided in
paragraph 4 hereof (the "Employment Period").
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2. Position and Duties.
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(a) During the Employment Period, Employee shall serve in the non-executive
position of Vice Chairman of the Company and shall render such advice and
services to the Company and its affiliates as may be from time to time
reasonably directed by the Board of Directors of the Company (the "Board") or
such persons as may be designated by the Board and as shall be agreed to by
Employee. Employee shall communicate by reporting to the Chief Executive
Officer or the Chairman of the Board of Directors.
(b) Employee shall devote his best efforts and such time and attention
(except for permitted vacation periods and reasonable periods of illness or
other incapacity) as is agreed to by the Company and Employee to the business
and affairs of the Company and its affiliates, and follow the reasonable
instructions of the Board and/or the Company's Chairman (or such other person to
whom Employee reports). Employee shall perform his duties and responsibilities
to the best of his abilities in a diligent, trustworthy, businesslike and
efficient manner, and Employee shall comply with all policies and guidelines
adopted from time to time by the Company.
3. Base Salary, Bonus and Benefits.
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(a) Base Salary. During the Employment Period, Employee's base salary
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shall be $300,000 per annum (the "Base Salary") or such higher rate as the Board
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may designate from time to time, which salary shall be payable in regular
installments in accordance with the Company's general payroll practices.
(b) Annual Bonus. In addition to the Base Salary, with respect to each
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fiscal year of the Company while this Agreement is in effect, Employee shall be
entitled to a bonus in an amount to be established by the Compensation Committee
of the Board (the "Compensation
Committee") for each such fiscal year that the Company meets or exceeds the
financial targets established by the Board or the Compensation Committee of the
Board.
(c) Expenses. The Company shall reimburse Employee for all reasonable
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expenses incurred by him in the course of performing his duties under this
Agreement which are consistent with the Company's policies in effect from time
to time with respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to reporting and
documentation of such expenses.
(d) Other Benefits. Employee shall be entitled to receive benefits
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generally offered to the Company's senior management employees. The benefits to
which Employee shall be entitled shall be comparable to, and no less than, those
he had received in his Previous Position including, without limitation,
eligibility for stock option grants.
4. Term.
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(a) Employment Period. The Employment Period shall end on December 10,
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2004; provided that the Employment Period shall be automatically extended for
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successive one-year terms unless either party hereto provides the other with
notice of termination at least 180 days prior to the expiration of the then
current term (the later of December 10, 2004 or the last date of any automatic
extension(s) of the Employment Period is referred to herein as the "Expiration
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Date"); provided further, that (i) the Employment Period shall terminate prior
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to the Expiration Date upon Employee's death or Employee's incapacity or
inability to perform his services as contemplated herein for a period of at
least 180 consecutive days because of his physical or mental health shall have
become impaired so as to make impossible or impractical for him to perform the
duties and responsibilities contemplated for him hereunder, (ii) the Employment
Period shall terminate following Employee's resignation (provided that Employee
must give the Company at least 60 days notice, which notice may be waived by the
Company and such resignation accepted with effect immediately or during such 60
day period), (iii) the Employment Period may be terminated by the Company at any
time prior to the Expiration Date for Cause (as defined below) or without Cause,
and (iv) the Employment Period may be terminated by Employee at any time prior
to the Expiration Date for Good Reason (as defined below).
(b) Termination Without Cause or for Good Reason. If the Employment Period
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is terminated by the Company without Cause or by Employee for Good Reason prior
to the Expiration Date, Employee shall be entitled to receive (i) any accrued
and unpaid salary through the effective date of the termination of his
employment and (ii) Employee's Base Salary until the Expiration Date.
(c) Death/Disability. If the Employment Period is terminated pursuant to
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clause (a)(i) above, Employee shall be entitled to receive (i) any accrued and
unpaid salary through the effective date of the termination of his employment,
(ii) Employee's Base Salary for a period of 12 months following the effective
date of such termination, plus an amount equal to the highest aggregate bonus
Employee has received from the Company in any of the three fiscal years
preceding the fiscal year in which the Employment Period is terminated, and
(iii) any benefits under employee benefit policies in effect on the date of
termination and covering Employee.
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(d) Other Terminations. If the Employment Period is terminated by the
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Company for Cause or is terminated pursuant to clause (a)(ii) above, Employee
shall be entitled to receive any accrued and unpaid salary through the effective
date of the termination of his employment. In addition, Employee's right under
that certain Change-in-Control Agreement dated June 11, 1999 between Employee
and the Company shall in no way be affected by this Agreement.
(e) Rights Following Termination. Except as set forth in clause (b) and
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(c) above, all of Employee's rights to fringe benefits and bonuses hereunder (if
any) which accrue after the termination of the Employment Period shall cease
upon such termination.
(f) Cause. For purposes of this Agreement, "Cause" shall mean (i)
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Employee's conviction of any felony involving dishonesty, fraud or breach of
trust with respect to the Company or its subsidiaries, or (ii) Employee's
willful engagement in gross misconduct in the performance of his duties that is
materially and demonstrably injurious to the Company and its subsidiaries, which
conduct is not cured after notice (any action or failure to act shall not be
"willful" unless it is done, or omitted to be done, by Employee in bad faith or
without reasonable belief that the act, or failure to act was in the best
interests of the Company and its subsidiaries);
(g) Good Reason. For purposes of this Agreement, "Good Reason" shall mean
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that without Employee's express written consent:
(i) he is assigned duties materially inconsistent with his
position, duties and responsibilities with the Company and/or its
subsidiaries, excluding for this purpose isolated, insubstantial and
inadvertent action(s) not taken in bad faith and remedied by the
Company or applicable subsidiary promptly after receipt of notice from
him;
(ii) the Company or any of its subsidiaries reduces his annual
base salary as in effect on the date hereof or as the same may be
increased from time to time;
(iii) the Company or any of its subsidiaries reduces his
aggregate compensation and incentive and benefit package as then in
effect;
(iv) the Company or any of its subsidiaries requires him
regularly to perform his duties of employment beyond a fifty-mile
radius from the location of his employment;
(v) the Company or any of its subsidiaries takes any other
action which materially and adversely changes the conditions or
perquisites of his employment as then in effect; or
(vi) the Company or any of its subsidiaries fails to obtain a
satisfactory agreement from any successor to assume and agree to
perform this Agreement, as contemplated by Section 9 hereof.
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5. Survival. Paragraphs 4 through 11 shall survive and continue in full force
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in accordance with their terms notwithstanding any termination of the Employment
Period and/or Employee's employment.
6. Notices. Any notice provided for in this Agreement shall be in writing and
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shall be either personally delivered, or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:
Notices to Employee:
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Xxxx X. Xxxxx
000 Xxxx Xxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, 00000
Notices to the Company:
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Cable Design Technologies Inc.
Xxxxxx Plaza 7
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: General Counsel
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or mailed.
7. Severability. Whenever possible, each provision of this Agreement shall be
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interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
8. Counterparts. This Agreement may be executed in separate counterparts,
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each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
9. Successors and Assigns. This Agreement is intended to bind and inure to
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the benefit of and be enforceable by Employee, the Company and their respective
heirs, successors and assigns, except that Employee may not assign his rights or
delegate his obligations hereunder without the prior written consent of the
Company. The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
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business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean Cable Design Technologies Corporation and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
10. Choice of Law; Venue. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware exclusive of the conflict of
law principles thereof.
11. Amendment and Waiver. The provisions of this Agreement may be amended or
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waived only with the prior written consent of the Company and Employee, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
CABLE DESIGN TECHNOLOGIES INC.
at the direction of the Compensation
Committee of the Board of Directions
By __________________________
Name:
Title:
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Xxxx X. Xxxxx
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