EXHIBIT 10(R)
December 11, 1998
Xxxx Xxxxxx Gillard
Alpha Industries, Inc.
00 Xxxxxx Xxxx
Xxxxxx, XX 00000
Re: Severance Agreement
Dear J.P.:
This letter is to confirm the severance arrangements that we have offered to you
as a Vice President of Alpha Industries, Inc. ("Alpha").
1. If: (i) a Change in Control occurs while you are employed by Alpha, and (ii)
your employment with Alpha is voluntarily or involuntarily terminated within two
(2) years thereafter, then: (a) Alpha will pay you two (2) years of salary
continuation (and any bonus guaranteed or earned prior to the date of
termination) in accordance with the terms and conditions of this letter, and (b)
all Alpha stock options then outstanding and held by you, whether or not by
their terms then exercisable, will, subject to their other terms and conditions,
become immediately exercisable and remain exercisable for a period of ninety
(90) days after the date of employment termination.
2. A "Change in Control" will be deemed to have occurred if the Continuing
Directors of Alpha shall have ceased for any reason to constitute a majority of
the Board of Directors of Alpha. For this purpose, a "Continuing Director" will
include any member of the Board of Directors of Alpha as of the date of this
letter and any person nominated for election to the Board of Directors of Alpha
by a majority of the then Continuing Directors.
3. If, at any time, (i) your employment with Alpha is involuntarily terminated
without Cause, or (ii) you resign voluntarily within 30 days after a reduction
in your salary or benefits (other than a reduction applicable generally to the
officers of Alpha and other than a reduction in the number of stock options
granted to you in any year), then: (a) Alpha will pay you two (2) years of
salary continuation (at the rate in effect before any salary reduction), and any
bonus guaranteed or earned prior to the date of termination, in accordance with
the terms and conditions of this letter, and (b) all Alpha stock options then
outstanding and held by you, whether or not by their terms then exercisable,
will, subject to their other terms and conditions, become immediately
exercisable and remain exercisable for a period of ninety (90) days after the
date of employment termination.
4. "Cause" will mean: (a) deliberate dishonesty detrimental to the best
interests of Alpha or any subsidiary, or (b) conduct constituting moral
turpitude, or (c) willful disloyalty to Alpha, or (d) refusal or failure to obey
the directions of the CEO of Alpha, or (e) incompetent performance or
substantial or continuing inattention to or neglect of duties and
responsibilities assigned to you.
5. Salary continuation payments under this letter will: (a) be made at the same
rate as you were receiving on the date of employment termination; (b) be paid in
equal periodic installments at such intervals as Alpha shall generally pay its
officers, and (c) be reduced by the amount of any compensation that you receive
from any person for services rendered during the salary continuation period.
Notwithstanding the foregoing, you will not receive any salary continuation
payments for any period in which you fail to actively seek gainful employment.
6. During the term of your employment with Alpha and for the first twelve (12)
months after the date on which your employment with Alpha is voluntarily or
involuntarily terminated (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. It is understood
that during the Noncompete Period, you will make yourself available to the
Company for consultation on behalf of the Company, upon reasonable request and
at a reasonable rate of compensation and at reasonable times in light of any
commitment you may have to a new employer. 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.
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, | AGREED TO:
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Xxxxxx X. Xxxxxxx | Date:
President and CEO | ---------------------
