[LETTERHEAD OF ALPHA INDUSTRIES, INC. APPEARS HERE]
May 20, 1997
Exhibit (10)(g)
Xx. Xxxxx X. Xxxxxxx
00 Xxxxx Xxxxxx
Xxxxxxx XX 00000
Re: Severance Agreement
Dear Xxxx:
This letter is to confirm the severance arrangements that we have offered to you
as a Vice President of Alpha Industries, Inc. ("Alpha").
1. If: (i) a Change in Control occurs while you are employed by Alpha, and
(ii) your employment with Alpha is voluntarily or involuntarily terminated
within two (2) years thereafter, then: (a) Alpha will pay you two (2) years of
salary continuation (and any bonus guaranteed or earned prior to the date of
termination) in accordance with the terms and conditions of this letter, and
(b) all Alpha stock options then outstanding and held by you, whether or not by
their terms then exercisable, will, subject to their other terms and conditions,
become immediately exercisable and remain exercisable for a period of ninety
(90) days after the date of employment termination.
2. A "Change in Control" will be deemed to have occurred if the Continuing
Board of Alpha shall have ceased for any reason to constitute a majority of the
Board of Directors of Alpha. For this purpose, a "Continuing Director" will
include any member of the Board of Directors of Alpha as a date of this letter
and any person nominated for election to the Board of Directors of Alpha by a
majority of the then Continuing Directors.
3. If, at any time, your employment with Alpha is involuntarily terminated
without Cause, then: (a) Alpha will pay you two (2) years of salary continuation
(and any bonus guaranteed or earned prior to the date of termination) in
accordance with the terms and conditions of this letter, and (b) all Alpha stock
options then outstanding and held by you, whether or not by their terms then
exercisable, will, subject to their other terms and conditions, become
immediately exercisable and remain exercisable for a period of ninety (90) days
after the date of employment termination.
4. "Cause" will mean: (a) deliberate dishonesty detrimental to the best
interests of Alpha or any subsidiary, or (b) conduct constituting moral
turpitude, or (c) willful disloyalty to Alpha, or (d) refusal or failure to obey
the directions of the CEO of Alpha, or (e) incompetent performance or
substantial or continuing inattention to or neglect of duties and
responsibilities assigned to you.
5. Salary continuation payments under this letter will: (a) be made at the same
rate as you were receiving on the date of employment termination; (b) be paid in
equal periodic installments at such intervals as Alpha shall generally pay its
officers, and (c) be reduced by the amount of any
Xxxxx X. Xxxxxxx
May 20, 1997
Page 2
compensation that you receive from any person for services rendered during the
salary continuation period. Notwithstanding the foregoing, you will not receive
any salary continuation payments for any period in which you fail to actively
seek gainful employment.
6. During the term of your employment with Alpha and for the first twelve (12)
months after the date on which your employment with Alpha is voluntarily or
involuntarily terminated (the "Noncompete Period"), you will not, directly or
indirectly, whether as owner, partner, shareholder, director, consultant, agent,
employee, or otherwise, or through any person, engage in any employment,
consulting or other activity which competes with the business of Alpha or any
subsidiary or affiliate of Alpha (collectively, the "Company"). You acknowledge
and agree that your direct or indirect participation in the conduct of such
competing business alone or with any person will materially impair the business
and prospects of Alpha. During the Noncompete Period, you will not (i) attempt
to hire any director, officer, employee or agent of the Company, (ii) assist in
such hiring by any other person, (iii) encourage any person to terminate his or
her employment or business relationship with the Company, (iv) encourage any
customer or supplier of the Company to terminate its relationship with the
Company, or (v) obtain, or assist in obtaining, for your own benefit (other than
indirectly as an employee of the Company) any customer of the Company. If any
of the restrictions provided for in this Section 6 are adjudicated to be
excessively broad as to scope, geographic area, time or otherwise, said
restriction shall be reduced to the extent necessary to make the restriction
reasonable and shall be binding on you as so reduced. Any provisions of this
Section 6 not so reduced shall remain in full force and effect. It is
understood that during the Noncompete Period, you will make yourself available
to the Company for consultation on behalf of the Company, upon reasonable
request and at a reasonable rate of compensation and at reasonable times in
light of any commitment you may have to a new employer. You understand and
acknowledge that the Company's remedies at law for breach of any of the
restrictions in this Section are inadequate and that any such breach will cause
irreparable harm to the Company. You therefore agree that in addition and as a
supplement to such other rights and remedies as may exist in the Company's
favor, the Company may apply to any court having jurisdiction to enforce the
specific performance of the restrictions in this Section, and may apply for
injunctive relief against any act which would violate those restrictions.
Please sign both copies of this letter and return one to me. If you have any
questions, please feel free to call me or Xxx Xxxxxx.
---------------------------------
Sincerely, AGREED TO:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and CEO Date: 4/5/97
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JCN/hs ---------------------------------
