EXHIBIT 10.5
EMPLOYEE MATTERS AGREEMENT
This EMPLOYEE MATTERS AGREEMENT (the "Agreement") is entered into as of May
28, 2000, by and between Methode Electronics, Inc., a Delaware corporation
("Methode"), and Stratos Lightwave, Inc., a Delaware corporation ("Stratos").
Capitalized terms used and not otherwise defined herein are defined in Article 1
of this Agreement.
RECITALS:
WHEREAS, Methode and Stratos have entered into that certain Master
Separation Agreement as of the date hereof (the "Master Separation Agreement"),
pursuant to which, among other things, Methode has contributed and transferred
to Stratos, all of the capital stock and similar equity interests held by
Methode in subsidiaries and other entities that conduct the Opto Business, and
all other assets and liabilities associated with such business, in exchange for
shares of Stratos common stock; and
WHEREAS, in connection with the transactions contemplated by the Master
Separation Agreement, Methode and Stratos desire to allocate between themselves
the responsibilities, obligations and liabilities relating to the compensation
and employee benefits of the Stratos employees and certain other employee
matters in connection with such separation, on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and the covenants and
agreements set forth below, the parties hereto agree as follows.
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings
ascribed to them below.
"401(k) PLAN," when immediately preceded by "Methode," means the Methode
401(k) Savings Plan, a defined contribution plan. When immediately preceded by
"Stratos," "401(k) Plan" means the defined contribution plan to be established
by Stratos pursuant to Section 2.2 and Article 3.
"AD&D PLAN," when immediately preceded by "Methode," means the accidental
death and dismemberment program under the Methode Group Insurance Plan. When
immediately preceded by "Stratos," "AD&D Plan" means the accidental death and
dismemberment plan to be established by Stratos pursuant to Sections 2.2 and
4.4.
"AFFILIATE" of a Person means any Person Controlling, Controlled by or
under common Control with that Person.
"ANCILLARY AGREEMENTS" has the meaning set forth in the Master Separation
Agreement.
"COBRA" means the continuation coverage requirements for "group health
plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended from time to time and as codified in Code Section 4980B and
ERISA Sections 601 through 608.
"CODE" means the Internal Revenue Code of 1986, as amended from time to
time, together with the rules and regulations promulgated thereunder.
"CONTRIBUTION DATE" has the meaning set forth in the Master Separation
Agreement.
"CONTROL" means the possession, direct or indirect, of the power to direct
or cause the direction of the management or the policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
"Controlling" and "Controlled" have the corollary meanings ascribed thereto.
"DISABILITY PLAN," when immediately preceded by "Methode," means the
Methode Disability Plan which consists of the Methode Short-Term Disability Plan
and the long-term disability insurance program under the Methode Group Insurance
Plan. When immediately preceded by "Stratos," "Disability Plan" means the
Stratos Short-Term Disability Plan and the Stratos Long-Term Disability Plan, to
be established by Stratos pursuant to Sections 2.2 and 4.5.
"DISTRIBUTION" has the meaning set forth in the Master Separation
Agreement.
"DISTRIBUTION DATE" has the meaning set forth in the Master Separation
Agreement.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
"FMLA" means the Family and Medical Leave Act of 1993, as amended from time
to time.
"GROUP LIFE PLAN," when immediately preceded by "Methode," means the group
life insurance program under the Methode Group Insurance Plan. When immediately
preceded by "Stratos," "Group Life Plan" means the group life plan to be
established by Stratos pursuant to Sections 2.2 and 4.3.
"HCFA" means the United States Health Care Financing Administration.
"HEALTH AND WELFARE PLANS," when immediately preceded by "Methode," means
the Methode Group Insurance Plan, the Methode Section 125 Plan, and such other
welfare plans or programs as may apply to Methode Employees as of the
Distribution Date. When immediately preceded by "Stratos," "Health and Welfare
Plans" means the Stratos Health Plans and the Stratos Section 125 Plan.
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"HEALTH PLANS," when immediately preceded by "Methode," means the Methode
Group Insurance Plan and any similar or successor plans. When immediately
preceded by "Stratos," "Health Plans" means the medical, HMO, vision and dental
plans to be established by Stratos pursuant to Section 2.2 and Article 4.
"HMO" means a health maintenance organization that provides benefits under
the Methode Health Plans or the Stratos Health Plans.
"IRS" means the Internal Revenue Service.
"LEAVE OF ABSENCE PLANS," when immediately preceded by "Methode," means the
personal, medical/disability, military, and FMLA leave offered from time to time
under the personnel policies and practices of Methode. When immediately preceded
by "Stratos," "Leave of Absence Plans" means the leave of absence programs to be
established by Stratos pursuant to Sections 2.2 and 4.8.
"LIABILITIES" means all debts, liabilities, guarantees, assurances,
commitments, and obligations, whether fixed, contingent or absolute, asserted or
unasserted, matured or unmatured, liquidated or unliquidated, known or unknown,
whether at law or in equity (including any right of contribution), and whether
arising under any contract or agreement, by operation of law or otherwise.
"LONG-TERM DISABILITY PLAN," when immediately preceded by "Methode," means
the long-term disability program under the Methode Group Insurance Plan. When
immediately preceded by "Stratos," Long-Term Disability Plan" means the
long-term disability plan to be established by Stratos pursuant to Section 2.2
and Subsection 4.5(b).
"METHODE EMPLOYEE" means an individual who, on the Distribution Date, is:
(a) either actively employed by, or on leave of absence from, the Methode Group;
(b) a Methode Terminated Employee; or (c) an employee or group of employees
designated as Methode Employees by Methode and Stratos, by mutual agreement.
"METHODE GROUP" means Methode and each Subsidiary and Affiliate of Methode
(or any predecessor organization thereof), other than members of the Stratos
Group.
"METHODE STOCK VALUE" means the closing per-share price of Methode common
stock as listed on Nasdaq on the last trading day before the Record Date for the
Distribution.
"METHODE TERMINATED EMPLOYEE" means any individual who is a former employee
of the Methode Group and who, on the Distribution Date, is not a Stratos
Transferred Employee.
"NASDAQ" means the Nasdaq National Market.
"OPTION," when immediately preceded by "Methode," means an option to
purchase Methode common stock pursuant to Methode's 1997 Stock Plan. When
immediately preceded
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by "Stratos," "Option" means an option to purchase Stratos common stock pursuant
to the Stratos 2000 Stock Plan.
"OPTO BUSINESS" has the meaning set forth in the Master Separation
Agreement.
"OUTSOURCE" has the meaning set forth in Section 4.9(c).
"PARTICIPATING COMPANY" means: (a) Methode; (b) any Person (other than an
individual) that Methode has approved for participation in, has accepted
participation in, and which is participating in, a Plan sponsored by Methode;
and (c) any Person (other than an individual) which, by the terms of such Plan,
participates in such Plan or any employees of which, by the terms of such Plan,
participate in or are covered by such Plan.
"PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, and a governmental entity or any
department, agency or political subdivision thereof.
"PLAN" means any plan, policy, program, payroll practice, arrangement,
contract, trust, insurance policy, or any agreement or funding vehicle providing
compensation or benefits to employees, former employees, directors or
consultants of Methode or Stratos.
"QMCSO" means a medical child support order which qualifies under ERISA
Section 609(a) and which creates or recognizes the existence of an alternate
recipient's right to, or assigns to an alternate recipient the right to, receive
benefits for which a participant or beneficiary is eligible under any of the
Health Plans.
"RATIO" means the ratio determined by dividing the Stratos Stock Value by
the Methode Stock Value.
"RECORD DATE" means the close of business on the date to be determined by
the Board of Directors of Methode as the record date for determining the
stockholders of Methode entitled to receive shares of common stock of Stratos in
the Distribution.
"RESTRICTED STOCK," when immediately preceded by "Methode," means shares of
Methode common stock that are subject to transfer restrictions or to employment
and/or performance vesting conditions, pursuant to Methode's Incentive Stock
Award Plan. When immediately preceded by "Stratos," "Restricted Stock" means
shares of Stratos common stock that are subject to transfer restrictions or to
employment and/or performance vesting conditions, pursuant to the Stratos 2000
Stock Plan.
"SEC" means the United States Securities and Exchange Commission.
"SECTION 125 PLAN," when immediately preceded by "Methode," means the
Methode Medical Benefits Tax Exemption Plan. When immediately preceded by
"Stratos," "Section 125
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Plan" means the Stratos Premium Plan, the Stratos Medical Benefits Tax Exemption
Plan to be established by Stratos pursuant to Sections 2.2 and 4.6.
"SHORT-TERM DISABILITY PLAN," when immediately preceded by "Methode," means
the Methode Short-Term Weekly Benefit Plan. When immediately preceded by
"Stratos," Short- Term Disability Plan" means the short-term disability plan to
be established by Stratos pursuant to Sections 2.2 and Subsection 4.5(a).
"STRATOS CLAIMS" has the meaning set forth in Section 4.9(a).
"STRATOS EMPLOYEE" means any individual who is: (a) either actively
employed by, or on leave of absence from, the Stratos Group on the Contribution
Date; (b) a Stratos Terminated Employee; or (c) any other employee or group of
employees designated as Stratos Employees (as of the specified date) by Methode
and Stratos by mutual agreement.
"STRATOS GROUP" means Stratos and each Subsidiary and Affiliate of Stratos
immediately after the Contribution Date, or that is contemplated to be a
Subsidiary or Affiliate of Stratos pursuant to the Non-U.S. Plan and each Person
that becomes a Subsidiary or Affiliate of Stratos after the Contribution Date,
other than members of the Methode Group.
"STRATOS STOCK VALUE" means the opening per-share price of Stratos common
stock as listed on Nasdaq on the first trading day after the Record Date for the
Distribution.
"STRATOS TERMINATED EMPLOYEE" means any individual who is: (a) a former
employee of the Methode Group who was terminated from the Opto Business on or
before the Contribution Date; or (b) a former employee of the Stratos Group.
Notwithstanding the foregoing, "Stratos Terminated Employee" shall not, unless
otherwise expressly provided to the contrary in this Agreement, include: (a) an
individual who is a Methode Employee at the Distribution Date; or (b) an
individual who is otherwise a Stratos Terminated Employee, but who is
subsequently employed by the Methode Group prior to the Distribution Date.
"STRATOS TRANSFERRED EMPLOYEE" means any individual who, as of the
Distribution Date, is: (a) either actively employed by, or on a leave of absence
from, the Stratos Group; (b) a Stratos Terminated Employee; or (c) an employee
or group of employees designated by Methode and Stratos, by mutual agreement, as
Stratos Transferred Employees. An employee may be a Stratos Transferred Employee
pursuant to this Section regardless of whether such employee is, as of the
Distribution Date, alive, actively employed, on a temporary leave of absence
from active employment, on layoff, terminated from employment, retired or on any
other type of employment or post-employment status relative to a Methode Plan,
and regardless of whether, as of the Distribution Date, such employee is then
receiving any coverage under or benefits from a Methode Plan.
"SUBSIDIARY" has the meaning set forth in the Master Separation Agreement.
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"WORKERS' COMPENSATION PLAN," when immediately preceded by "Methode," means
the Methode Workers' Compensation Plan, comprised of the various arrangements
established by a member of the Methode Group to comply with the workers'
compensation requirements of the states in which the Methode Group conducts
business. When immediately preceded by "Stratos," "Workers' Compensation Plan"
means the workers' compensation program to be established by Stratos pursuant to
Section 4.9.
ARTICLE 2
GENERAL PRINCIPLES
2.1 ASSUMPTION OF STRATOS LIABILITIES. Except as specified otherwise in
this Agreement or as mutually agreed upon by Stratos and Methode from time to
time, effective as of the Contribution Date, Stratos hereby assumes and agrees
to pay, perform, fulfill and discharge, in accordance with their respective
terms, all of the following: (a) all Liabilities of, or relating to, Stratos
Employees or Stratos Transferred Employees, in each case relating to, arising
out of, or resulting from future, present or former employment with the Opto
Business; (b) all Liabilities relating to, arising out of, or resulting from any
other actual or alleged employment relationship with the Stratos Group; and (c)
all other Liabilities relating to, arising out of, or resulting from
obligations, liabilities and responsibilities expressly assumed or retained by
the Stratos Group or a Stratos Plan pursuant to this Agreement. Except as
specified otherwise in this Agreement or as otherwise mutually agreed upon by
Methode and Stratos from time to time, Methode shall transfer to Stratos amounts
equal to trust assets, insurance reserves, and other related assets as
consistent with the applicable Plan transition that relates to, arises out of,
or results from Stratos' pro rata interest in each Methode Plan.
2.2 STRATOS' PARTICIPATION IN METHODE PLANS.
(a) PARTICIPATION IN METHODE PLANS. Except as specified otherwise in this
Agreement or as Methode and Stratos may mutually agree, each member of the
Stratos Group shall, until the Distribution Date, continue to be a Participating
Company in the Methode Plans to the extent that Stratos has not established a
corresponding Plan which has commenced operations prior to the Distribution
Date.
(b) TERMINATION OF PARTICIPATING COMPANY STATUS. Except as otherwise may
be mutually agreed upon by Methode and Stratos, effective as of the Distribution
Date or such earlier date as Stratos establishes a corresponding Plan (as
specified in Section 2.2(a) or otherwise in this Agreement), Stratos shall
automatically cease to be a Participating Company in the Methode Plans.
2.3 TERMS OF PARTICIPATION BY STRATOS TRANSFERRED EMPLOYEES IN STRATOS
PLANS.
(a) SERVICE CREDIT. Except as specified otherwise in this Agreement, with
respect to Stratos Transferred Employees, each Stratos Plan shall provide that
all service, all compensation and all other benefit-affecting determinations
that, as of the Distribution Date, were recognized under the corresponding
Methode Plan shall, as of the Distribution Date, receive full recognition
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and credit and be taken into account under such Stratos Plan to the same extent
as if such items occurred under such Stratos Plan, except to the extent that
duplication of benefits would result.
(b) ASSUMPTION OF LIABILITIES. Except as specified otherwise in this
Agreement, the provisions of this Agreement for the transfer of assets relating
to Methode Plans to Stratos and/or the appropriate Stratos Plans are based upon
the understanding of the parties that Stratos and/or the appropriate Stratos
Plan will assume all Liabilities of the corresponding Methode Plan to or
relating to Stratos Transferred Employees, as provided for herein. If any such
Liabilities are not effectively assumed by Stratos and/or the appropriate
Stratos Plan, then the amount of transferred assets shall be recomputed
accordingly, taking into account the retention of such Liabilities by such
Methode Plan, and assets shall be transferred from Stratos and/or the
appropriate Stratos Plan to Methode and/or the appropriate Methode Plan so as to
place Stratos and/or the appropriate Stratos Plan in the position it would have
been in had the initial asset transfer been made in accordance with such
recomputed amount of assets.
2.4 STRATOS UNDER NO OBLIGATION TO MAINTAIN PLANS. Except as specified
otherwise in this Agreement, nothing in this Agreement shall preclude Stratos,
at any time after the Distribution Date, from amending, merging, modifying,
terminating, eliminating, reducing, or otherwise altering in any respect any
Stratos Plan, any benefit under any Stratos Plan or any trust, insurance policy
or funding vehicle related to any Stratos Plans, or any employment or other
service arrangement with Stratos Employees or vendors (to the extent permitted
by law).
ARTICLE 3
401(K) PLAN
3.1 401(k) PLAN.
(a) STRATOS' PARTICIPATION IN METHODE 401(k) PLAN. Members of the Stratos
Group shall, until the Distribution Date (or such earlier date as Methode and
Stratos may mutually agree), continue to be Participating Companies in the
Methode 401(k) Plan. Stratos shall reimburse Methode for any and all direct and
indirect costs and expenses associated with their participation in the Methode
401(k) Plan, subject to Section 7.1.
(b) 401(k) PLAN TRUST. As of the Distribution Date (or such earlier date
as Methode and Stratos may mutually agree), Stratos shall establish, or cause to
be established the Stratos 401(k) Plan, which is intended to be tax-qualified
under Code Section 401(a), and shall establish or cause to be established a
trust to fund the Stratos 401(k) Plan, which trust is intended to be exempt from
taxation under Code Section 501(a)(1), and all members of the Stratos Group
shall cease to be Participating Companies in the Methode 401(k) Plan. Stratos
shall file with the IRS on a timely basis a request for a determination letter
confirming that the Stratos 401(k) Plan is tax-qualified under Code Section
401(a) and agrees to amend or cause the Stratos 401(k) Plan to be amended to
whatever extent necessary to secure such a favorable determination letter.
Stratos will provide Methode with a copy of such favorable determination letter
promptly upon receipt.
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(c) 401(k) PLAN: ASSUMPTION OF LIABILITIES AND TRANSFER OF ASSETS.
Effective as of the Distribution Date (or such earlier date as Methode and
Stratos may mutually agree): (i) the Stratos 401(k) Plan shall assume and be
solely responsible for all Liabilities relating to, arising out of, or resulting
from Stratos Transferred Employees under the Methode 401(k) Plan; and (ii)
Methode shall cause the accounts of the Stratos Transferred Employees under the
Methode 401(k) Plan that are held by its related trust to be transferred to the
Stratos 401(k) Plan and its related trust, and Stratos shall cause such
transferred accounts to be accepted by such Plan and its related trust. Stratos
shall cause the Stratos 401(k) Plan to accept any accounts transferred by
Stratos Transferred Employees upon the termination of Methode's Employee Stock
Ownership Plan. Any such transfers shall comply with the requirements of Code
Section 414(l) and the applicable provisions of ERISA.
(d) NO DISTRIBUTION TO STRATOS TRANSFERRED EMPLOYEES. The Methode 401(k)
Plan and the Stratos 401(k) Plan shall provide that no distribution of account
balances shall be made to any Stratos Transferred Employee on account of the
Stratos Group ceasing to be an Affiliate of the Methode Group as of the
Distribution Date.
ARTICLE 4
HEALTH AND WELFARE PLANS
4.1 STRATOS' PARTICIPATION IN THE METHODE HEALTH PLANS. Members of the
Stratos Group shall, until the Distribution Date (or such other period as
Methode and Stratos may mutually agree) be Participating Companies in the
Methode Health Plans. Methode shall administer claims incurred under the Methode
Health Plans by Stratos Employees before the Distribution Date but only to the
extent that Stratos has not, before the Distribution Date, established and
assumed administrative responsibility for a corresponding Health Plan. Any
determination made or settlements entered into by Methode with respect to such
claims shall be final and binding. Methode shall retain financial and
administrative ("run-out") Liability and all related obligations and
responsibilities for all claims incurred by Stratos Transferred Employees before
the Distribution Date (or such other date(s) as Methode and Stratos may mutually
agree), including any claims that were administered by Methode as of, on, or
after the Distribution Date (or such other date(s) as Methode and Stratos may
mutually agree). Stratos shall reimburse Methode for any and all direct and
indirect costs and expenses associated with their participation in the Methode
Health Plans, subject to Section 7.1.
4.2 HEALTH PLANS AS OF THE DISTRIBUTION DATE.
(a) STRATOS HEALTH PLANS. As of the Distribution Date (or such earlier
date(s) as Methode and Stratos may mutually agree), Stratos shall establish the
Stratos Health Plans and all members of the Stratos Group shall cease to be
Participating Companies in the Methode Health Plans.
(b) PENDING TREATMENTS. Notwithstanding Subsection 4.2(a) above, all
treatments which have been pre-certified for or are being provided to a Stratos
Transferred Employee as of the Distribution Date shall be provided without
interruption under the appropriate Methode
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Health Plan (to the extent such continued treatment is not provided under a
Stratos Health Plan) until such treatment is concluded, discontinued, or, if
earlier, through December 31, 2000, pursuant to applicable Health Plan rules and
limitations, but Stratos shall continue to be responsible for all Liabilities
relating to, arising out of, or resulting from such on-going treatments as of
the Distribution Date.
(c) CONTINUANCE OF ELECTIONS, CO-PAYMENTS AND MAXIMUM BENEFITS.
(i) As of the Distribution Date and for the remainder of the plan year in
which the Distribution Date occurs (or such other period as Methode and Stratos
may mutually agree), Stratos shall use its commercially reasonable efforts to
cause the Stratos Health Plans to recognize and maintain all coverage and
contribution elections made by Stratos Transferred Employees under the Methode
Health Plans and apply such elections under the Stratos Health Plans for the
remainder of the period or periods for which such elections are by their terms
applicable. The transfer or other movement of employment between Methode to
Stratos at any time upon or before the Distribution Date shall neither
constitute nor be treated as a "status change" or termination of employment
under the Methode Health Plans or the Stratos Health Plans.
(ii) On and after the Distribution Date, Stratos shall use its commercially
reasonable efforts to cause the Stratos Health Plans to recognize and give
credit for (A) all amounts applied to deductibles, out-of-pocket maximums,
co-payments and other applicable benefit coverage limits with respect to which
such expenses have been incurred by Stratos Transferred Employees under the
Methode Health Plans for the remainder of the calendar year in which the
Distribution Date occurs, and (B) all benefits paid to Stratos Transferred
Employees under the Methode Health Plans for purposes of determining when such
persons have reached their lifetime maximum benefits under the Stratos Health
Plans.
(d) HCFA. As of the Contribution Date (or such earlier date as Methode and
Stratos may mutually agree), Stratos shall assume all Liabilities relating to,
arising out of, or resulting from claims, if any, under the HCFA data match
reports that relate to Stratos Transferred Employees.
(e) TRANSFER OF VEBA ASSETS. As of the Distribution Date (or such other
date as Methode and Stratos mutually agree), Stratos shall have established a
trust qualified under Code Section 501(c)(9) to serve as a funding vehicle for
the Stratos Health Plans. As soon as reasonably practicable after the
establishment of the Stratos Health Plans, Methode shall cause to be transferred
to the trust established by Stratos pursuant to the foregoing provisions of this
Section 4.2(e) the portion of the assets in the trust established to fund the
Methode Health Plans that is properly allocable to Stratos Transferred
Employees.
4.3 GROUP LIFE PLAN.
(a) STRATOS' PARTICIPATION IN METHODE GROUP LIFE PLAN. Members of the
Stratos Group shall, until the Distribution Date (or such earlier date as
Methode and Stratos may mutually
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agree), continue to be Participating Companies in the Methode Group Life Plan.
Stratos shall reimburse Methode for any and all direct and indirect costs and
expenses associated with their participation in the Methode Group Life Plan,
subject to Section 7.1.
(b) STRATOS' ESTABLISHMENT OF STRATOS GROUP LIFE PLAN. As of the
Distribution Date (or such earlier date as Methode and Stratos mutually agree),
Stratos shall have established the Stratos Group Life Plan, and all members of
the Stratos Group shall cease to be Participating Companies in the Methode Group
Life Plan.
4.4 AD&D PLAN.
(a) STRATOS' PARTICIPATION IN METHODE AD&D PLAN. Members of the Stratos
Group shall, until the Distribution Date (or such earlier date as Methode and
Stratos may mutually agree), continue to be Participating Companies in the
Methode AD&D Plan. Stratos shall reimburse Methode for any and all direct and
indirect costs and expenses associated with their participation in the Methode
AD&D Plan, subject to Section 7.1.
(b) STRATOS' ESTABLISHMENT OF STRATOS AD&D PLAN. As of the Distribution
Date (or such earlier date as Methode and Stratos mutually agree), Stratos shall
establish the Stratos AD&D Plan, and members of the Stratos Group shall cease to
be Participating Companies in the Methode AD&D Plan.
4.5 DISABILITY PLANS.
(a) DISABILITY PLANS. Members of the Stratos Group shall, until the
Distribution Date (or such earlier date as Stratos and Methode may mutually
agree), continue to be Participating Companies in the Methode Disability Plans.
Stratos will reimburse Methode for any and all direct and indirect costs and
expenses associated with their participation in the Methode Disability Plans,
subject to Section 7.1.
(b) STRATOS' ESTABLISHMENT OF STRATOS DISABILITY PLANS. As of the
Distribution Date (or such earlier date as Methode and Stratos mutually agree),
Stratos shall establish the Stratos Disability Plans, and all members of the
Stratos Group shall cease to be Participating Companies in the Methode
Disability Plans.
4.6 SECTION 125 PLAN. Members of the Stratos Group shall, until the
Distribution Date (or such earlier date as Methode and Stratos may mutually
agree), continue to be Participating Companies in the Methode Section 125 Plan.
As of the Distribution Date (or such other date as Methode and Stratos mutually
agree), Stratos shall establish the Stratos Section 125 Plan and all members of
the Stratos Group shall cease to be Participating Companies in the Methode
Section 125 Plan. Stratos shall reimburse Methode for any and all direct and
indirect expenses and costs attributable to Stratos Employees, subject to
Section 7.1.
4.7 COBRA. Methode shall be responsible through the Distribution Date (or
such earlier date as Methode and Stratos may mutually agree), for compliance
with the health care
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continuation coverage requirements of COBRA and the Methode Health and Welfare
Plans with respect to Stratos Employees and qualified beneficiaries (as such
term is defined under COBRA). Stratos shall be responsible for providing Methode
with all necessary employee change notices and related information for covered
dependents, spouses, qualified beneficiaries (as such term is defined under
COBRA), and alternate recipients pursuant to QMCSO, in accordance with
applicable Methode COBRA policies and procedures. As soon as administratively
practicable after the Distribution Date (or such other date as Methode and
Stratos may mutually agree), Methode shall provide Stratos (through hard copy,
electronic format, or such other mechanism as is appropriate under the
circumstances), with a list of all qualified beneficiaries (as such term is
defined under COBRA) that relate to the Stratos Group and the relevant
information pertaining to their coverage elections and remaining COBRA time
periods. Effective as of the Distribution Date (or such other date as Methode
and Stratos may mutually agree), Stratos shall be solely responsible for
compliance with the health care continuation coverage requirements of COBRA and
the Stratos Health and Welfare Plans for Stratos Transferred Employees and their
qualified beneficiaries (as such term is defined under COBRA); provided,
however, Stratos may elect to retain Methode's services in such manner and for
such period as Methode and Stratos may mutually agree to assist it with COBRA
administration and Stratos will reimburse Methode for its costs and expenses
associated with such administration, subject to Section 7.1.
4.8 LEAVE OF ABSENCE PLANS AND FMLA.
(a) STRATOS' PARTICIPATION IN METHODE LEAVE OF ABSENCE PLANS. Members of
the Stratos Group shall, until the Distribution Date (or such earlier date as
Methode and Stratos may mutually agree), continue to be Participating Companies
in Methode's Leave of Absence Plans. Stratos shall reimburse Methode for any and
all direct and indirect costs and expenses associated with their participation
in Methode's Leave of Absence Plans, subject to Section 7.1.
(b) ALLOCATION OF RESPONSIBILITIES AFTER DISTRIBUTION DATE. Effective as
of the Distribution Date (or such earlier date as Methode and Stratos may
mutually agree): (i) Stratos shall adopt Leave of Absence Plans; (ii) Stratos
shall honor all terms and conditions of leaves of absence which have been
granted to any Stratos Employee under a Methode Leave of Absence Plan or FMLA
before the Distribution Date by Methode, including such leaves that are to
commence after the Distribution Date; and (iii) Stratos shall recognize all
periods of service of Stratos Employees and Stratos Transferred Employees with
the Methode Group, as applicable, to the extent such service is recognized by
the Methode Group for the purpose of eligibility for leave entitlement under the
Methode Leave of Absence Plans and FMLA; provided, however, that no duplication
of benefits shall, to the extent permitted by law, be required by the foregoing.
(c) DISCLOSURE. Before the Distribution Date (or such earlier date as
Methode and Stratos may mutually agree), Methode shall provide to Stratos copies
of all records pertaining to the Methode Leave of Absence Plans and FMLA with
respect to all Stratos Employees and Stratos Transferred Employees to the extent
such records have not been previously provided.
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4.9 WORKERS' COMPENSATION PLAN.
(a) ASSUMPTION OF METHODE AND STRATOS WORKERS' COMPENSATION PLAN
LIABILITIES BY STRATOS. Effective as of the Contribution Date, Stratos shall
assume and be solely responsible for all Liabilities relating to, arising out
of, or resulting from their claims by Stratos Employees and Stratos Transferred
Employees employment with the Opto Business ("Stratos Claims") whether incurred
before or after the Distribution Date.
(b) PARTICIPATION IN THE METHODE WORKERS' COMPENSATION PLAN. Members of
the Stratos Group shall, until the Distribution Date (or such earlier date as
Stratos and Methode may mutually agree), continue to be Participating Companies
in the Methode Workers' Compensation Plan. Stratos shall fully cooperate with
Methode and its insurance company in the administration and reporting of Stratos
Claims under the Methode Workers' Compensation Plan. Any determination made, or
settlement entered into, by or on behalf of Methode or its insurance company
with respect to Stratos claims under the Methode Workers' Compensation Plan
shall be final and binding. Stratos shall reimburse Methode and its insurance
company for any and all direct and indirect costs related to the Stratos claims
or Stratos' participation in the Methode Workers' Compensation Plan, including,
but not limited to loss costs, claims administration fees, legal expenses,
premium audits, and retrospective premium adjustments, subject to Section 7.1.
Methode shall transfer to and reimburse Stratos any assets related to the
Stratos claims or Stratos' participation in the Methode Workers' Compensation
Plan, including, but not limited to, loss reserves, premium audits, and
retrospective premium adjustments.
(c) OUTSOURCING OF STRATOS WORKERS' COMPENSATION PLAN CLAIMS. Stratos
shall have the right to transfer the administration of Stratos Claims incurred
under the Methode Workers' Compensation Plan to a third party administrator,
vendor, or insurance company ("Outsource"). Stratos shall promptly notify
Methode of its intent to transfer such claims, including the material terms and
conditions of the transfer before the effective date thereof. Methode, upon the
request of Stratos, shall use its commercially reasonable best efforts to
procure such Outsourcing on behalf of Stratos, assist Stratos in the transition
to Outsourcing, and provide Stratos with any information that is in the
possession of Methode and is reasonably available and necessary to obtain such
Outsourcing.
(d) ESTABLISHMENT OF THE STRATOS WORKERS' COMPENSATION PLAN. As of the
Distribution Date, Stratos shall be responsible for complying with the workers'
compensation requirements of the states in which the Stratos Group conducts
business and for obtaining and maintaining insurance programs for its risk of
loss. Such insurance arrangements shall be separate and apart from the Methode
Workers' Compensation Plan.
ARTICLE 5
EQUITY AND OTHER COMPENSATION
5.1 METHODE LONGEVITY CONTINGENT BONUS PROGRAM; SALES BONUS PROGRAM; AND
OPTO DIVISION BONUS PROGRAM. Stratos Employees shall cease their participation
in the Methode Longevity Contingent Bonus Program, the Methode Sales Bonus
Program and the Methode Opto
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Division Bonus Program in the quarter ending prior to the Contribution Date. All
Liabilities owed to Stratos Employees as of the Contribution Date under these
plans which are allocated by Methode as being payable by Stratos based on the
services performed by such employees on behalf of Stratos shall be assumed by
Stratos and shall be payable by Stratos pursuant to the terms and subject to the
conditions of these plans. Any Liabilities owed to Stratos Employees as of the
Contribution Date under these plans which are not assumed by Stratos shall be
payable in full by Methode on or before the Distribution Date, provided that the
employee is still employed by a member of the Stratos Group.
5.2 METHODE PERFORMANCE BONUS PLAN. Stratos Employees shall cease their
participation in the Methode Performance Bonus Plan in the quarter ending prior
to the Contribution Date. All Liabilities owed to Stratos Employees as of the
Contribution Date under the Methode Performance Bonus Plan which are allocated
by Methode as being payable by Stratos based on the services performed by such
employees on behalf of Stratos shall be assumed by Stratos and shall be payable
by Stratos pursuant to the terms and subject to the conditions of the Methode
Performance Bonus Plan. Any Liabilities owed to Stratos Employees as of the
Contribution Date under this plan which are not assumed by Stratos shall be
payable in full by Methode on or before the Distribution Date.
5.3 METHODE OPTIONS.
(a) OPTION ASSUMPTION BY STRATOS. At the Distribution Date (or such
earlier date as Methode and Stratos may mutually agree), each outstanding
unvested Methode Option held by Stratos Transferred Employees shall be, in
connection with the Distribution, assumed by Stratos. Each Methode Option so
assumed by Stratos shall continue to have, and be subject to, the same terms and
conditions set forth in the Methode 1997 Stock Plan and as provided in the
respective option agreements governing such Methode Options as of the
Distribution Date (or such other date as Methode and Stratos may mutually
agree), except that (i) such Methode Option shall be exercisable for that number
of whole shares of Stratos common stock equal to the quotient of the number of
shares of Methode common stock that were issuable upon exercise of such Methode
Option as of the Distribution Date divided by the Ratio, rounded down to the
nearest whole number of shares of Stratos common stock, and (ii) the per share
exercise price for the shares of Stratos common stock issuable upon exercise of
such assumed Methode Option shall be equal to the product determined by
multiplying the exercise price per share of Methode common stock at which such
Methode Option was exercisable as of the Distribution Date by the Ratio, rounded
up to the nearest whole cent.
(b) ASSUMPTION CRITERIA. It is the intention of Methode and Stratos that
the assumption of Methode Options by Stratos pursuant to Section 5.3(a) meet the
following criteria: (i) the aggregate intrinsic value of the assumed Methode
Options immediately after the assumption is not greater than such value
immediately before the assumption; (ii) with respect to each such assumed
Methode Option, the ratio of the exercise price per share to the Stratos Stock
Value of the assumed Methode Options immediately after the assumption is not
less than the ratio of the exercise price per share to the Methode Stock Value
immediately before the
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assumption; and (iii) the vesting and option term of the assumed Methode Options
shall not be changed.
5.4 METHODE RESTRICTED STOCK.
(a) FORFEITURE. On the Distribution Date, Methode Restricted Stock
(including any Stratos common stock issued with respect to such Methode
Restricted Stock in connection with the Distribution) held by Stratos
Transferred Employees shall be forfeited in accordance with the terms of the
Methode Incentive Stock Award Plan.
(b) SUBSTITUTION. Each Stratos Transferred Employee who holds Methode
Restricted Stock shall receive Stratos Restricted Stock at the Distribution Date
(or such earlier date as Methode and Stratos may mutually agree). The value of a
Stratos Transferred Employee's resulting Stratos Restricted Stock award shall be
substantially equivalent to the value of his or her forfeited Methode Restricted
Stock (such value to be reasonably determined by Stratos immediately before the
Record Date (or such other date as Methode and Stratos may mutually agree)). The
resulting Stratos Restricted Stock shall vest under circumstances substantially
identical to the vesting conditions applicable to the corresponding Methode
Restricted Stock.
ARTICLE 6
FRINGE AND OTHER BENEFITS
6.1 EDUCATIONAL ASSISTANCE PROGRAM. As of the date of this Agreement,
Stratos shall provide a Stratos Educational Assistance Program to the Stratos
Employees which is comparable in all material respects to the Methode
Educational Assistance Program. Any and all outstanding approved reimbursements
under the Methode Educational Assistance Program for Stratos Employees shall be
made by Stratos.
6.2 CREDIT UNION. Methode shall use its commercially reasonable efforts to
make National Credit Union available to Stratos Employees on substantially
similar terms and conditions as are offered to current Methode employees through
such date as Stratos and Methode may mutually agree. Stratos shall reimburse
Methode for any and all related direct and indirect costs and expenses.
ARTICLE 7
ADMINISTRATIVE PROVISIONS
7.1 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS.
(a) EXPENSES AND COSTS CHARGEABLE TO A TRUST. Effective as of the
Contribution Date, Stratos shall pay its share of any contributions made to any
trust maintained in connection with a Methode Plan while any member of the
Stratos Group is a Participating Company in that Methode Plan.
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(b) CONTRIBUTIONS TO TRUSTS. With respect to Methode Plans to which
Stratos Employees and Stratos Transferred Employees make contributions, Methode
shall use reasonable procedures to determine Stratos assets and Liabilities
associated with each such Plan, taking into account such contributions,
settlements, refunds and similar payments.
(c) ADMINISTRATIVE EXPENSES NOT CHARGEABLE TO A TRUST. Effective as of the
Contribution Date, to the extent not charged pursuant to an Ancillary Agreement,
and to the extent not otherwise agreed to in writing by Methode and Stratos, and
to the extent not chargeable to a trust established in connection with a Methode
Plan (as provided in section (a)), Stratos shall be responsible, through either
direct payment or reimbursement to Methode in accordance with the Master
Separation Agreement, for its allocable share of actual third party and/or
vendor costs and expenses incurred by Methode and additional costs and expenses,
subject to the methodology reasonably agreed upon by Methode and Stratos, in the
administration of the Methode Plans while any member of the Stratos Group
participates in such Methode Plans.
7.2 BENEFICIARY DESIGNATION. All beneficiary designations made by Stratos
Employees and Stratos Transferred Employees for the Methode Plans shall be
transferred to and be in full force and effect under the corresponding Stratos
Plans, in accordance with the terms of each such applicable Stratos Plan, until
such beneficiary designations are replaced or revoked by the Stratos Employees
and Stratos Transferred Employee who made the beneficiary designation.
7.3 TAX REPORTING. With respect to Stratos Transferred Employees who are
required to be furnished a Form W-2 for the calendar year in which the
Distribution Date occurs, unless otherwise agreed to by Methode and Stratos,
Methode and Stratos agree to follow the "standard procedure" set forth in
Revenue Procedure 96-60 with respect to discharging their respective income and
employment tax withholding and reporting obligations with respect to such
employees.
ARTICLE 8
EMPLOYMENT-RELATED MATTERS
8.1 NON-SOLICITATION OF EMPLOYEES. Methode and Stratos each agree not to
solicit or recruit, without the other party's express written consent, the other
party's employees for a period of one (1) year following the Distribution Date.
Notwithstanding the foregoing, this prohibition on solicitation does not apply
to actions taken by a party either: (a) solely as a result of an employee's
affirmative response to a general recruitment effort carried out through a
public solicitation or general solicitation, or (b) as a result of an employee's
initiative.
8.2 PERSONNEL RECORDS. Subject to applicable laws on confidentiality and
data protection, Methode shall deliver to Stratos prior to the Distribution Date
(or such earlier date as Methode and Stratos may mutually agree), personnel
records of Stratos Employees and Stratos Transferred Employees to the extent
such records relate to Stratos Employees' and Stratos Transferred Employees'
active employment by, leave of absence from, or termination of employment with
Stratos.
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8.3 MEDICAL RECORDS. Subject to applicable laws on confidentiality and
data protection, Methode shall deliver to Stratos prior to the Distribution Date
(or such earlier date as Methode and Stratos may mutually agree), medical
records of Stratos Employees and Stratos Transferred Employees to the extent
such records (a) relate to Stratos Employees' and Stratos Transferred Employees'
active employment by, leave of absence from, or termination of employment with
Stratos, and (b) are necessary to administer and maintain employee benefit
plans, including Health Plans and Workers' Compensation Plan and for determining
eligibility for paid and unpaid Leaves of Absence for medical reasons.
8.4 SHARING OF PARTICIPANT INFORMATION. Methode and Stratos shall share,
or cause to be shared, all participant information that is necessary or
appropriate for the efficient and accurate administration of each of the Methode
Plans and the Stratos Plans during the respective periods applicable to such
Plans as Methode and Stratos may mutually agree. Methode and Stratos and their
respective authorized agents shall, subject to applicable laws of
confidentiality and data protection, be given reasonable and timely access to,
and may make copies of, all information relating to the subject of this
Agreement in the custody of the other party or its agents, to the extent
necessary or appropriate for such administration.
8.4 UNEMPLOYMENT INSURANCE PROGRAM. Unless otherwise directed by Stratos,
Methode shall use its commercially reasonable efforts to cause Stratos to
receive service from Methode's third party unemployment insurance administrator
through the Distribution Date (or such earlier date as Methode and Stratos may
mutually agree). Stratos shall reimburse Methode for its allocable share of fees
paid and related costs and expenses by Methode to its third party unemployment
insurance administrator for services rendered during such period, pursuant to
the Master Transitional Services Agreement. Stratos shall cooperate with the
unemployment insurance administrator by providing any and all necessary or
appropriate information reasonably available to Stratos.
8.5 NON-TERMINATION OF EMPLOYMENT. No provision of this Agreement, the
Master Separation Agreement, or any Ancillary Agreement shall be construed to
create any right or accelerate entitlement to any compensation or benefit
whatsoever on the part of any Stratos Employee, Stratos Transferred Employee or
other former, present or future employee of Methode or Stratos under any Methode
Plan or Stratos Plan or otherwise. Without limiting the generality of the
foregoing: (a) neither the Distribution or Contribution, nor the termination of
the Participating Company status of Stratos or any member of the Stratos Group
shall cause any employee to be deemed to have incurred a termination of
employment; and (b) no transfer of employment between Methode and Stratos before
the Distribution Date shall be deemed a termination of employment for any
purpose hereunder.
8.6 CORRECTION OF EMPLOYEE CLASSIFICATION. Notwithstanding anything
elsewhere in this Agreement, if at any time the parties determine that any one
or more individuals were identified or designated as Methode Employees, Methode
Terminated Employees, Stratos Employees, Stratos Terminated Employees or Stratos
Transferred Employees, in error, and the parties agree to correct such error,
such individuals shall be considered to have been properly identified or
designated, and the parties shall use their reasonable best efforts to implement
the
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terms of this Agreement as they apply to such individuals as if such individuals
had been correctly identified or designated as of the Contribution Date or
Distribution Date, as applicable.
ARTICLE 9
MISCELLANEOUS
9.1 ENTIRE AGREEMENT. Except as otherwise set forth in this Agreement,
this Agreement, the Master Separation Agreement and the Ancillary Agreements
shall constitute the entire agreement between the parties hereto with respect to
the subject matter hereof and shall supersede all prior agreements and
understandings, whether written or oral, between the parties with respect to
such subject matter.
9.2 AUTHORITY. Each of the parties hereto represents to the other that:
(a) it has the corporate power and authority to execute, deliver and perform
this Agreement; (b) the execution, delivery and performance of this Agreement by
it has been duly authorized by all necessary corporate action; (c) it has duly
and validly executed and delivered this Agreement; and (d) this Agreement is a
legal, valid and binding obligation, enforceable against it in accordance with
its terms subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general equity principles.
9.3 NOTICES. All notices and other communications hereunder shall be in
writing and shall be delivered in person, by telecopy, by express or overnight
mail delivered by a nationally recognized air courier (delivery charges
prepaid), or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:
If to Methode: Methode Electronics, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
If to Stratos: Stratos Lightwave, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
Telecopy No.: (000) 000-0000
or to such other address as the party to whom notice is given may have
previously furnished to the others in writing in the manner set forth above. Any
notice or communication delivered in person shall be deemed effective on
delivery or when delivery is refused. Any notice or communication sent by
telecopy or by air courier shall be deemed effective on the first Business Day
at the place at which such notice or communication is received following the day
on which such notice or communication was sent.
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9.4 AMENDMENT AND MODIFICATION. This Agreement or the Ancillary Agreements
may not be amended or modified in any respect except by a written agreement
signed by both of the parties hereto.
9.5 BINDING EFFECT; ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon the parties hereto and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Except
with respect to a merger of either party with another Person, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either party hereto without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed; PROVIDED,
HOWEVER, that Methode and Stratos may assign their respective rights, interests,
duties, liabilities and obligations under this Agreement to any of their
respective Subsidiaries, but such assignment shall not relieve Methode or
Stratos, as the assignee, of its obligations hereunder.
9.6 THIRD PARTY BENEFICIARIES. Except as provided in the previous
sentence, nothing in this Agreement, express or implied, is intended to or shall
confer upon any Person (other than the Parties and their successors and assigns)
any legal or equitable right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement, and no Person (other than as provided in the
previous sentence) shall be deemed a third party beneficiary under or by reason
of this Agreement.
9.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement. The Agreement may be
delivered by facsimile transmission of a signed copy thereof.
9.8 WAIVER. The observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in writing signed by the party against which such
waiver is to be asserted. Unless otherwise expressly provided in this Agreement,
no delay or omission on the part of any party in exercising any right under this
Agreement shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any right under this Agreement operate as a waiver of any other
right under this Agreement nor shall any single or partial exercise of any right
preclude any other or further exercise thereof or the exercise of any other
right under this Agreement. No failure by either party to take any action or
assert any right hereunder shall be deemed to be a waiver of such right in the
event of the continuation or repetition of the circumstances giving rise to such
right unless expressly waived in writing by the party against whom the existence
of such waiver is asserted.
9.9 SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
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9.10 REMEDIES. Each of Methode and Stratos shall be entitled to enforce its
rights under this Agreement specifically, to recover damages and costs
(including reasonable attorneys' fees) caused by any breach of any provision of
this Agreement and to exercise all other rights existing in its favor. Each of
Methode and Stratos acknowledges and agrees that under certain circumstances the
breach by Methode or any of its Affiliates and Stratos or any of its Affiliates,
of a term or provision of this Agreement will materially and irreparably harm
the other party, that money damages will accordingly not be an adequate remedy
for such breach and that the non-defaulting party, in its sole discretion and in
addition to its rights under this Agreement and any other remedies it may have
at law or in equity, may apply to any court of law or equity of competent
jurisdiction (without posting any bond or deposit) for specific performance
and/or other injunctive relief in order to enforce or prevent any breach of the
provisions of this Agreement.
9.11 PERFORMANCE. Each of the parties hereto shall use all commercially
reasonable efforts to cause to be performed all actions, agreements and
obligations set forth herein to be performed by any Affiliate of such party.
9.12 HEADINGS. The headings of the sections and subsections of this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.
9.13 GOVERNING LAW. This Agreement shall be governed, construed and
enforced in accordance with the internal laws of the State of Illinois,
excluding any choice of law rules which may direct the application of the laws
of another jurisdiction.
9.14 CONSENT TO EXCLUSIVE JURISDICTION. Any action, suit or proceeding
arising out of any claim that the parties cannot settle through good faith
negotiations shall be heard and determined in any Illinois state or federal
court sitting in Chicago. Each of the parties hereto hereby irrevocably and
unconditionally: (i) submits to the exclusive jurisdiction of any Illinois state
or federal court sitting in Chicago for any such action, suit or proceeding;
(ii) waives, and agrees not to plead or to make, any objection to the venue of
any such action, suit or proceeding in the above-named courts; (iii) waives, and
agrees not to plead or to make, any claim that any such action, suit or
proceeding brought in the above-named courts has been brought in an improper or
otherwise inconvenient forum; and (iv) waives, and agrees not to plead or to
make, any claim that its is not subject personally to the jurisdiction of the
above-named courts.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and date first written above.
METHODE ELECTRONICS, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
Executive Vice President and
Chief Financial Officer
STRATOS LIGHTWAVE, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
Vice President, Finance and
Chief Financial Officer
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