EXHIBIT 10.14
Date:
Dear :
This letter shall serve to confirm the agreement between Del Global Technologies
Corp. (the "Corporation") and you regarding payments to be made to you in the
event of a Change in Control, as hereinafter defined, of the Corporation.
In the event of a Change of Control of the Corporation at any time during your
employment by the Corporation, and you are not offered substantially the
equivalent executive position with the equivalent compensation package by the
Corporation or its successor, followed by your employment by the Corporation,
and (i) being terminated for any reason whatsoever, or (ii) in the event you are
offered substantially the equivalent executive position with the equivalent
compensation package by the Corporation or its successor, followed by your
employment being terminated within twenty-four (24) months for any reason
whatsoever either by you or by the Corporation and/or its successor shall be
obligated to pay to you an amount equal to (x) two (2) times your annual salary
to be paid to you for the fiscal year in which such termination occurs, plus (y)
the amount of the bonus paid to you for the immediately preceding fiscal year.
In the event of your termination pursuant to (i) above, the payment of the above
amount shall be made as soon as practicable after the Change of Control is
effective, but in no event more than ninety (90) days after the effective date
of the Change in Control. In the event of your termination to (ii) above, the
payment of the above amount shall be made as soon as practicable after the
effective date of such termination, but in no event more than ninety (90) days
after such termination. In addition, in the event of a Change in Control of the
Corporation, all stock options of the Corporation granted to you which have not
vested shall be immediately vested.
The term "Change in Control" as used herein shall mean (i) the sale by the
Corporation of all or substantially all of the assets or securities of the
Corporation and its subsidiaries taken as a whole, (ii) the dissolution,
statutory merger or consolidation, the purchase, sale, tender or exchange of all
or substantially all of the equity securities or rights to acquire equity
securities of the Corporation and its subsidiaries taken as a whole or the
purchase, sale or exchange of all or substantially all of the assets of the
Corporation and its subsidiaries taken as a whole, (iii) a "person", as such
term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of
1934 (the "1934 Act"), becoming the "beneficial owner", as defined in Rule 13d-3
under the 1934 Act, directly or indirectly, of securities of the Corporation
which permit such person to elect a majority of directors of the Corporation, or
(iv) any other contractual relationship or other technique or device employed to
accomplish a change in the control of the Corporation or all or substantially
all of its assets.
This Agreement shall not be deemed to confer any employment or equity rights
upon you.
This Agreement may be executed in counterparts, each of which shall constitute
an original. All documents and signatures required hereunder may be delivered or
exchanged by telecopy and telecopied signatures shall be effective as original
thereof.
If the foregoing accurately reflects the terms of our Agreement, please so
indicate by signing where set forth below.
Very truly yours,
DEL GLOBAL TECHNOLOGIES CORP.
By:
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Xxxxxx X. Xxxx
President and CEO
Accepted and agreed to this _____ day of ________ 2001.
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