EXHIBIT 4
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into
effective as of the 30th day of September, 1997 by and between GLENAYRE
TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and XXXXX X.
XXXXXXXXX (the "Executive").
Statement of Purpose
The Company and the Executive entered into an Employment Agreement
dated June 21 1995, as amended on December 8, 1995 and December 12, 1996 (the
"Employment Agreement"). The Company and the Executive desire to terminate the
Executive's employment under the Employment Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing Statement of Purpose
and the mutual covenants and agreements herein contained, the parties hereto
agree as follows:
1. The Executive's employment under the Employment Agreement shall
terminate effective as September 30, 1997 (the "Termination Date") and the
Executive shall no longer be employed by the Company or its affiliates.
2. The Company acknowledges and agrees that all options to purchase the
Company's common stock previously granted by the Company to the Executive are
fully vested and that such options continue after the Termination Date to be
exercisable for the applicable 10-year periods.
3. The Company acknowledges and agrees that, pursuant to Paragraph 2(f)
of the Employment Agreement, promptly after the Termination Date, (i) the
Company shall pay to the Executive the sum of (A) his accrued but unpaid Base
Salary, plus (B) his accrued but unpaid vacation pay, plus (C) any other
compensation payments or benefits which have accrued and are payable in
connection with such termination and (ii) the Executive (and his dependents)
shall be entitled to participate in the Company's Retiree Medical Plan as
provided in Paragraph 2(f)(6) of the Employment Agreement. Promptly after the
bonuses under the Company's 1997 MBO Plan are determined, the Company shall pay
to the Executive 75% of the bonus under the MBO Plan that he would have been
entitled to receive for 1997, but for the termination of his employment by the
Company on the Termination Date. The Company will also pay to the Executive,
promptly after the Termination Date, the sum of $8,883 (subject to withholding)
and $640 will be paid by the Company for the Executive's account under to the
Company's Deferred Compensation Plan, as special severance payments to
compensate the Executive because the Company is unable to make a matching
contribution ($6,400) for the Executive to the Company's 401(k) Plan for 1997.
4. The Company acknowledges and agrees that the termination of the
Executive's employment under the Employment Agreement does not affect his
position as Chairman of the Board of Directors of the Company and that,
beginning October 1, 1997, the Executive shall be paid an annual fee of $150,000
(as such fee may be changed by the Board of Directors of the Company from time
to time in its sole discretion), payable quarterly in arrears, for his services
as such until the further order of the Board of Directors of the Company.
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5. The Executive acknowledges and agrees no event has occurred prior to
the date hereof which constitutes "Good Reason" (as defined in Paragraph 2(e) of
the Employment Agreement) or a "Change in Control" of the Company (as defined in
Paragraph 2(e)(6) of the Employment Agreement), which in either case would
entitle the Executive to terminate his employment under the Employment Agreement
and to be paid certain payments under Paragraph 2(f) of the Employment
Agreement.
IN WITNESS WHEREOF, the parities have executed this Agreement effective
as of the day and year first above written.
GLENAYRE TECHNOLOGIES, INC.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
President and Chief Executive Officer
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Chairman of the Board
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