EXHIBIT (10)(a)
AGREEMENT
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THIS AGREEMENT is between ROHM AND ▇▇▇▇ COMPANY, a Delaware Corporation
with offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and its
subsidiaries, divisions or affiliates ("Rohm and ▇▇▇▇") and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇"), an individual residing at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
A. Background
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WHEREAS, Rohm and ▇▇▇▇ may wish to use ▇▇. ▇▇▇▇▇▇▇▇ to provide certain
advice and services, and
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇ has certain expertise and experience in providing
such services and is willing to provide services for Rohm and ▇▇▇▇.
NOW, THEREFORE, intending to be legally bound hereby, Rohm and ▇▇▇▇ and
▇▇. ▇▇▇▇▇▇▇▇ agree as follows:
B. Services to be Provided
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1. ▇▇. ▇▇▇▇▇▇▇▇ agrees to be available to provide Rohm and ▇▇▇▇ advice
on any issue pertaining to the business or activities of Rohm and ▇▇▇▇.
C. Term of the Agreement
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2. The term of this Agreement shall be from January 1, 1999 to December
31, 2003 ("the Agreement Period"). ▇▇. ▇▇▇▇▇▇▇▇ shall provide advice from
time to time during the Agreement Period whenever expressly requested by a
member of the Rohm and ▇▇▇▇ Chairman's Committee.
3. Either party may terminate this Agreement at anytime with ninety
(90) days advanced written notice to the other party. Upon termination,
the provisions of this Agreement will become null and void with the
exception of the Intellectual Property, Confidentiality and Conflict of
Interest Provisions covered in sections F, G and K hereof, which will
remain in full force and effect.
D. Compensation
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4. Rohm and ▇▇▇▇ shall pay ▇▇. ▇▇▇▇▇▇▇▇ a fee of $100 an hour for any
services actually performed. All services provided under this Agreement
shall be at the express request of a member of the Rohm and ▇▇▇▇ Executive
Council.
AGREEMENT WITH ▇▇. ▇▇▇▇▇▇▇▇
5. ▇▇. ▇▇▇▇▇▇▇▇ shall provide Rohm and ▇▇▇▇ with a detailed invoice of
all services rendered on an annual basis. Rohm and ▇▇▇▇ will pay that
invoice within thirty (30) days of receipt thereof.
6. Rohm and ▇▇▇▇ shall also reimburse ▇▇. ▇▇▇▇▇▇▇▇ for all reasonable
and necessary expenses incurred by ▇▇. ▇▇▇▇▇▇▇▇ in connection with
providing services under this Agreement. To obtain reimbursement, ▇▇.
▇▇▇▇▇▇▇▇ must first submit to Rohm and ▇▇▇▇ invoices, receipts or other
appropriate documentation of the expenses. Payment of such expenses shall
be made by Rohm and ▇▇▇▇ within thirty (30) days of receipt of such
documentation.
E. Restricted Stock
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7. In connection with this Agreement, and as part of the consideration
therefore, ▇▇. ▇▇▇▇▇▇▇▇ agrees that, notwithstanding any contrary provision
of any Rohm and ▇▇▇▇ benefit plan or policy, ▇▇. ▇▇▇▇▇▇▇▇'▇ retirement on
December 31, 1998 will not have the effect of eliminating any otherwise
applicable restriction on stock granted to him under any such plan or
policy. Rather, such restrictions shall continue to apply until they would
have lapsed had he remained employed by Rohm and ▇▇▇▇ throughout the
original term of this Agreement, unless this Agreement is terminated by
Rohm and ▇▇▇▇ prior to the end of the original term, in which case all such
restrictions shall lapse. If ▇▇. ▇▇▇▇▇▇▇▇ breaches any term of this
Agreement, he shall forfeit any such restricted stock which has not
otherwise vested.
F. Intellectual Property
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8. ▇▇. ▇▇▇▇▇▇▇▇ shall disclose promptly to Rohm and ▇▇▇▇ all
inventions, discoveries and improvements, whether patentable or not, which
relate to the business or activities of Rohm and ▇▇▇▇ and which are
conceived or made by ▇▇. ▇▇▇▇▇▇▇▇ in connection with the services provided
under this Agreement or which result from access to business or technology
information of Rohm and ▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇▇ hereby assigns and shall assign
▇▇. ▇▇▇▇▇▇▇▇'▇ entire interest in such inventions, discoveries and
improvements to Rohm and ▇▇▇▇ or its nominee and shall execute all
documents necessary to enable Rohm and ▇▇▇▇ or its nominee to secure
patents in the United States or any foreign country or otherwise to protect
the interest of Rohm and ▇▇▇▇. These obligations shall continue beyond the
termination of this Agreement.
9. Any copyrightable work which ▇▇. ▇▇▇▇▇▇▇▇ authors or co-authors
during the course of, or in any way resulting from, this Agreement shall be
considered a work made for hire and shall be the exclusive property of Rohm
and ▇▇▇▇. The copyright in such work shall be assigned to Rohm and ▇▇▇▇.
▇▇. ▇▇▇▇▇▇▇▇ shall not make any copies of such work or use such work other
than for the purposes of this Agreement without the prior written
permission of Rohm and ▇▇▇▇.
AGREEMENT WITH ▇▇. ▇▇▇▇▇▇▇▇
G. Confidentiality
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11. ▇▇. ▇▇▇▇▇▇▇▇ recognizes that all Rohm and ▇▇▇▇ business or trade
secrets, including secret processes of manufacture, and all other business
and technical information, including research records and procedures to
which ▇▇. ▇▇▇▇▇▇▇▇ has access under this Agreement, are the property of
Rohm and ▇▇▇▇. During the term of this Agreement and thereafter, ▇▇.
▇▇▇▇▇▇▇▇ shall keep such information secret and confidential and not use
such information in any manner unless specifically authorized by this
Agreement or by Rohm and ▇▇▇▇ in writing or until such information enters
the public domain by other means.
12. All written information, drawings, documents and materials
prepared by ▇▇. ▇▇▇▇▇▇▇▇ under this Agreement shall be the exclusive
property of Rohm and ▇▇▇▇ and shall be delivered by ▇▇. ▇▇▇▇▇▇▇▇ to Rohm
and ▇▇▇▇ on or before the termination of this Agreement. During the term
of this Agreement and thereafter, ▇▇. ▇▇▇▇▇▇▇▇ shall keep such information
secret and confidential and not use such information in any manner unless
specifically authorized by this Agreement or by Rohm and ▇▇▇▇ in writing or
until such information enters the public domain by other means.
13. ▇▇. ▇▇▇▇▇▇▇▇ shall, upon termination of this Agreement, return to
Rohm and ▇▇▇▇ all papers, notes, books or other documents which contain or
refer to any business or technical information of Rohm and ▇▇▇▇, and all
copies of such documents, and all other property belonging to Rohm and ▇▇▇▇
or relating to its business.
H. Prior Agreements
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14. The Employment Agreement and Departing Employee Notice and
Acknowledgment of Continuing Obligations and Acknowledgment and Records
Security Statement executed by ▇▇. ▇▇▇▇▇▇▇▇ prior to the execution of this
Agreement shall remain in full force and effect and shall survive the
execution of this Agreement.
I. Independent Contractor
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15. In providing service under this Agreement, ▇▇. ▇▇▇▇▇▇▇▇ shall act
as, and be deemed, an Independent Contractor and not an employee or agent
of Rohm and ▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇▇ shall not make any representations to being
an employee or agent of Rohm and ▇▇▇▇ and shall pay all federal, state and
local taxes which shall be become due on any money paid to ▇▇. ▇▇▇▇▇▇▇▇ by
Rohm and ▇▇▇▇ under the terms of this Agreement.
J. Personal Performance of Work and Nonassignability
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16. The services provided under this Agreement shall all be provided
personally by ▇▇. ▇▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇▇ may not assign any rights or
performance obligations under this Agreement to any other party. Any
attempt to make such an assignment will be void.
AGREEMENT WITH ▇▇. ▇▇▇▇▇▇▇▇
K. Conflict of Interest
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17. During the original term of this Agreement and for a period of two
years thereafter, ▇▇. ▇▇▇▇▇▇▇▇ will not, directly or indirectly, for
himself or others, render competing services. Not withstanding the above,
▇▇. ▇▇▇▇▇▇▇▇ may accept employment with a competitor whose business is
diversified, provided that he will not be employed in a competing capacity,
and provided that prior to his accepting such employment, Rohm and ▇▇▇▇
shall receive separate written assurances satisfactory to Rohm and ▇▇▇▇
from such competitor and ▇▇. ▇▇▇▇▇▇▇▇, that ▇▇. ▇▇▇▇▇▇▇▇ will not render
services which are directly or indirectly in competition with Rohm and
▇▇▇▇.
L. Compliance with Applicable Law
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18. In providing services under this Agreement, ▇▇. ▇▇▇▇▇▇▇▇ shall
comply with all applicable federal, state and local laws, regulations,
obligations or governmental requests.
M. Notice
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19. All notices given pursuant to this Agreement shall be directed to:
FOR ▇▇. ▇▇▇▇▇▇▇▇: FOR ROHM AND ▇▇▇▇:
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Executive Officer
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Rohm and ▇▇▇▇ Company
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
N. Miscellaneous Provisions
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20. This Agreement contains the entire agreement of the parties
relating to the subject matter herein. It may be changed only by a written
agreement, signed by both parties.
21. The fact that any portion of this Agreement shall be found invalid
or unenforceable shall not effect the validity or enforceability of the
remainder of this Agreement.
22. This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania.
AGREEMENT WITH ▇▇. ▇▇▇▇▇▇▇▇
23. This Agreement may be executed in counterparts and will be valid
even though the signatures of all parties do not appear on the same page.
Dated: _________ _____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Dated: _________ _____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
FOR ROHM AND ▇▇▇▇
