Exhibit 10.01
February 6, 2006
Xx. Xxxxxx X. Xxxx
0000 Xxxxx Xxxxx Xxxx
Xxxx Xxx, XX 00000
Re: Separation Agreement
Dear Xxx:
As we discussed, your employment with Xxxxxx CDT Inc. (the "Company") and
all subsidiaries will terminate effective on the close of business, February 6,
2006 (the "Separation Date"). This letter confirms all of your entitlements
arising out of your employment with and separation from the Company, including
without limitation, under your Change of Control Agreement dated May 13, 2002,
as amended pursuant to the First Amendment to Change of Control Employment
Agreement, dated June 28, 2004 ("CoC Agreement"), and your Retention and
Integration Award Agreement ("Retention Agreement"), dated June 28, 2004. The
Company is providing you the benefits of your CoC Agreement because the Company,
for purposes of such Agreement, is terminating you without cause. You will
receive:
1. A lump sum severance payment equal to two times the sum of your $1,041,800
current annual base salary and your 2004 bonus.
2. Your bonus for 2005 to be paid after the Compensation Committee [$T-B-D]
determines bonus awards at its February 22, 2006 meeting.
3. Pursuant to the penultimate sentence of Section 3 of your 2/18/03 6,000 shares
Retention Agreement, as of the Separation Date, your 2003 and 2/23/04 6,000 shares
2004 restricted stock awards will vest as well as your Plus Accrued Dividends
March 30, 2005 grant of stock options.
For clarity; pursuant to your CoC Agreement, you are entitled to
outplacement services, gross-up for excise taxes arising from payments under
your CoC Agreement, and medical coverage for two years. The Company will pay up
to $14,000 for your out-of storage movement/storage costs. If you want to
repurchase your home in Toledo (assuming the Company had not previously sold
it), the Company would consider a sale to you provided the sale was arm's length
and at market value. As long as IT personnel can remove all Company software
from your computer, you can take it.
Xx. Xxxxxx X. Xxxx
February 6, 2006
Page 2
You are entitled to your accrued and unpaid salary through the Separation
Date, including one day accrued vacation. You also are entitled to all accrued,
vested and unpaid benefits under all retirement, pension, and deferred
compensation plans of the Company in which you are participating on the
Separation Date. All such benefits shall be paid in accordance with the terms of
the applicable plans and, where applicable, your previous elections. You are not
eligible for retirement plan contributions with respect to payments made under
section 1 or 2 above.
You are vested in all stock options that were granted to you prior to, and
were still outstanding at the time of, the merger of Xxxxxx Inc. and Cable
Design Technologies Corporation, effective July 15, 2004. You shall be entitled
to exercise all options (including your March 30, 2005 options) until the
earlier of the expiration date set forth in the applicable award or until
February 7, 2007. The grant date and price of all your stock options are noted
below:
GRANT DATE OPTIONS XXXXX XXXXX
---------- ------- -----------
5/13/02 10,000 $ 23.48
2/18/03 10,000 $ 13.30
2/23/04 10,000 $19.075
3/30/05 23,000 $22.665
All other unvested restricted stock, stock option and other equity-based
and long-term incentive awards (whether or not equity-based) shall lapse, and
all such unvested stock options shall not be exercisable, as of the Separation
Date. For clarity, you will not receive the third payment under your Retention
Agreement.
The Company will, to the extent required by applicable law, withhold from
your amounts payable above, the amount of any withholding tax due with respect
to such amounts.
You agree to promptly return to the Company all tangible and intangible
property of the Company, whether prepared by you or otherwise coming into your
possession, and whether written, electronic or in any other format, including,
without limitation, all files, records, documents, customer lists, software and
equipment (such as personal computers, disks, and disk drives, and mobile
communication devices).
Payment of the amounts and benefits set forth above will begin on the
effective date of the General Release of All Claims and the Non-Compete letter
that accompany this letter or, in the case of Company employee plan benefits,
such later date as may be provided in accordance with the applicable Company
benefit plan in which you are a participant. All amounts hereunder also are
conditioned upon your resignation from all offices of the Company and all
subsidiaries held by you, pursuant to the attached letter.
We ask that you sign this letter below confirming our understanding above.
Xx. Xxxxxx X. Xxxx
February 6, 2006
Page 3
This letter may be executed in one or more counterparts, each of which
shall constitute an original for all purposes, and all of which taken together
shall constitute one and the same agreement.
XXXXXX CDT INC.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------- ------------------------------------
Xxxxxx X. Xxxx Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President, Secretary and
General Counsel
