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Exhibit 10.L
[ALPHA INDUSTRIES, INC. LETTERHEAD]
May 30, 2000
Xxxx Xxxxxx Xxxxxxx
Alpha Industries, Inc.
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Re: Separation Arrangement
Dear J.P.:
This letter is to confirm the separation arrangements that we have agreed on.
This letter implements the Severance Agreement between you and Alpha dated
December 11, 1998 (the "Agreement"), with certain changes noted below.
In consideration of your willingness to continue providing consulting services
after your separation and to be subject to a longer noncompetition period, Alpha
is willing to provide you with certain benefits provided for in the Agreement.
The full statement of this arrangement is set out below.
1. Effective on May 31, 2000, you will move to part-time employee status and
will cease to be an officer of the corporation. Your responsibilities will
be as mutually agreed to between you and Alpha's Chief Executive Officer.
2. You will continue to receive your full base salary, as currently set, paid
weekly, subject to normal withholding. You will be eligible for medical and
dental insurance coverage and for the deferred compensation plan, subject
to the same terms, conditions and payments as active employees of Alpha,
but you will not be eligible for any other employee benefits. You will
continue to be eligible to receive stock options or other incentive
compensation so long as you are an employee, but the decision to grant such
options or compensation will be in the sole discretion of Alpha's CEO.
3. Effective on May 31, 2000, all of your then outstanding Alpha stock
options, whether or not by their terms then exercisable, will, subject to
their other terms and conditions, become immediately exercisable and remain
exercisable until May 30, 2001.
4. You may elect to retire at any time after May 31, 2000, in which case you
will become an independent consultant to Alpha, advising the company on
business
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Xxxx Xxxxxx Xxxxxxx
May 30, 2000
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development, mergers and acquisitions, wireless markets and other areas
within your expertise. Your activities and schedule will be as mutually
agreed to between you and Xxxxx's Chief Executive Officer. This consulting
arrangement will continue until May 30, 2002, unless otherwise mutually
agreed to by you and Alpha's CEO. As a consultant, you will receive
consulting fees for your availability and services equal to your current
base salary, paid weekly. You will be reimbursed for your reasonable
out-of-pocket expenses incurred in the performance of your consulting
duties. You will be eligible for medical and dental insurance coverage and
for the deferred compensation plan, subject to the same terms, conditions
and payments as active employees of Alpha, but you will not be eligible for
any other employee benefits.
5. From the date of this letter until May 30, 2002 (the "Noncompete Period"),
you will not, directly or indirectly, whether as owner, partner,
shareholder, director, consultant, agent, employee, or otherwise, or
through any person, engage in any employment, consulting or other activity
which competes with the business of Alpha or any subsidiary or affiliate of
Alpha (collectively, the "Company"). You acknowledge and agree that your
direct or indirect participation in the conduct of such competing business
alone or with any person will materially impair the business and prospects
of Alpha. During the Noncompete Period, you will not (i) attempt to hire
any director, officer, employee or agent of the Company, (ii) assist in
such hiring by any other person, (iii) encourage any person to terminate
his or her employment or business relationship with the Company, (iv)
encourage any customer or supplier of the Company to terminate its
relationship with the Company, or (v) obtain, or assist in obtaining, for
your own benefit (other than indirectly as an employee of the Company) any
customer of the Company. If any of the restrictions provided for in this
Section 6 are adjudicated to be excessively broad as to scope, geographic
area, time or otherwise, said restriction shall be reduced to the extent
necessary to make the restriction reasonable and shall be binding on you as
so reduced. Any provisions of this Section 6 not so reduced shall remain in
full force and effect. You understand and acknowledge that the Company's
remedies at law for breach of any of the restrictions in this Section are
inadequate and that any such breach will cause irreparable harm to the
Company. You therefore agree that in addition and as a supplement to such
other rights and remedies as may exist in the Company's favor, the Company
may apply to any court having jurisdiction to enforce the specific
performance of the restrictions in this Section, and may apply for
injunctive relief against any act which would violate those restrictions.
6. Alpha agrees that you may provide consulting services to other companies,
but only subject to your noncompetition obligations under section 5.
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Xxxx Xxxxxx Xxxxxxx
May 30, 2000
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7. This agreement contains the entire understanding of the parties concerning
its subject matter. This agreement may be modified only by a written
instrument executed by both parties. This agreement supersedes all prior
agreements relating to your employment or severance, including without
limitation the Severance Agreement dated December 11, 1998. This agreement
will be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
Please sign both copies of this letter and return one to me. If you have any
questions, please feel free to call me or Xxx Xxxxxx.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President and CEO
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AGREED TO:
/s/ X. X. Xxxxxxx
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Date: 5/30/00
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