AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.1
AMENDMENT
TO
This
Amendment dated as of November 7, 2005 (the “Amendment”)
to the
Employment Agreement, dated as of September 17, 1998, as amended as of May
4,
2005 (the “Agreement”),
by
and between ANADIGICS, Inc., a Delaware corporation (the “Company”),
and
Bamdad (Bami) Xxxxxxx (the “Executive”),
is
made and entered into by and between the Company and the Executive. Unless
otherwise defined herein, capitalized terms have the same meanings as in the
Agreement.
WHEREAS,
the Company may from time to time consider transactions that could result in
a
Change in Control of the Company;
WHEREAS,
the Board of Directors of the Company has determined that it is advisable and
in
the best interest of the Company to amend the Agreement to provide for the
payment of certain compensation to the Executive in the event such a Change
in
Control is consummated;
WHEREAS,
the Company and the Executive desire to amend the Agreement to reflect the
intention of the Board of Directors as set forth herein.
NOW,
THEREFORE, in consideration of the mutual premises and agreements set forth
herein, the Company and the Executive agree that the Agreement is hereby amended
as follows:
1. Section
VI.C(a) of the Agreement is amended by deleting such section in its entirety
and
replacing it with the following:
“(a) an
amount
equal to 299% of the sum of (A) the highest annualized rate of his Base Salary
in effect at any point during the twelve months preceding the date of
termination of employment under this Agreement, plus (B) his bonus at a target
of 110% of the highest annualized rate of his Base Salary in effect at any
point
during the twelve months preceding the date of termination of employment under
this Agreement.”
2. Section
VI.C(f) of the Agreement is amended by deleting such section in its entirety
and
replacing it with the following:
“(f)
immediate vesting of stock options and shares of restricted stock previously
or
hereafter granted to Executive under the Company’s 1995 Long Term Incentive and
Share-Award Plan, 1997 Long Term Incentive and Share Award Plan for Employees
and 2005 Long Term Incentive and Share Award Plan; Executive may exercise such
options within twelve (12) months of the date of termination of
employment.”
3. This
Amendment supplements and modifies the Agreement, and all of the terms,
conditions and agreements therein contained are, to the extent not explicitly
modified herein, hereby reaffirmed and agreed to and shall remain in full force
and effect except as herein modified.
-2-
IN
WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
duly authorized officer and the Executive has hereunto set his hand, each as
of
the day and year first written above.
| ANADIGICS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx Shield |
||
| Title: Senior Vice President and Chief Financial Officer | ||
| EXECUTIVE: | ||
| |
|
|
| By: | /s/ Bamdad (Bami) Xxxxxxx | |
|
Name: Bamdad (Bami) Xxxxxxx |
||
| Title: President and Chief Executive Officer | ||
