EXHIBIT (10)(q)
April 30, 1996
Xxxx-Xxxxxx Xxxxxxx
000 Xxxxxxx Xxxx
Xxxxxxxx XX 00000
Re: Change in Control Agreement
Dear J.P.:
This letter is to confirm the agreement that we reached with regard to your
employment with Alpha Industries, Inc. (the "Company").
1. If: (i) a Change in Control occurs within two years of the date of this
letter, and (ii) your employment with the Company is voluntarily or
involuntarily terminated within one year thereafter, then the Company will
pay you up to one year of salary continuation in accordance with the terms
and conditions of this letter.
2. A "Change in Control" shall be deemed to have occurred if the Continuing
Directors shall have ceased for any reason to constitute a majority of the
Board of Directors of the Company. For this purpose, a "Continuing Director"
shall include any member of the Board of Directors of the Company as of the
date of this letter and any person nominated for election to the Board of
Directors of the Company by a majority of the then Continuing Directors.
3. If your employment with the Company is involuntarily terminated within two
years of the date of this letter without Cause, then the Company will pay
you up to one year of salary continuation in accordance with the terms and
conditions of this letter.
4. "Cause" shall mean: (a) deliberate dishonesty detrimental to the best
interests of the Company or any subsidiary, or (b) conduct constituting
moral turpitude, or (c) willful disloyalty to the Company or your refusal or
failure to obey the directions of your immediate supervisor or the Chief
Executive Officer of the Company, or (d) incompetent performance or
substantial or continuing inattention to or neglect of duties and
responsibilities assigned to you.
Alpha Industries, Inc.
April 30, 1996
Page 2
5. Salary continuation payments under this letter will be reduced by the amount
of any compensation that you receive from any person for services rendered
during the salary continuation period. For any period in which you either:
(i) engage in activities or enterprises (on behalf of yourself or others)
that are directly competitive with any business activity of Alpha
Industries, Inc. or any of its subsidiaries, or (ii) fail to actively seek
gainful employment, you will not receive any salary continuation payments.
Please sign both copies of this letter and return it to Xxx Xxxxxx. If you have
any questions, please feel free to call Xxx or Xxxxxx Xxxxx.
Sincerely,
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AGREED TO:
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Xxxxxx X. Xxxx
President and CEO Date:
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MJR/jcn
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