EXHIBIT 10.24
EMPLOYMENT/RETENTION AGREEMENT
THIS AGREEMENT is made as of August 22, 2002 between Cable Design Technologies
Corporation, a Delaware corporation ("CDT"), and Xxxxxxx X. Xxxx, Xx. who
resides at 0000 Xxxxxxxx Xx., Xxxxxxxxxx, Xxxxxxxxxxxx 00000 ("Xx. Xxxx").
Xx. Xxxx currently serves as Chief Financial Officer of CDT. Xx. Xxxx has
voluntarily given notice of his intention to retire as of December 31, 2002. CDT
has accepted such resignation effective as of such date. In addition, CDT is
willing to provide certain compensation and benefits to Xx. Xxxx to ensure an
orderly transition.
NOW THEREFORE, the parties agree as follows:
1. Duties. Xx. Xxxx will serve as CDT's Chief Financial Officer until
December 31, 2002, will have the rights and powers associated with such
office and until December 31, 2002 will fulfill the responsibilities of
chief financial officer of CDT to the best of his abilities in a diligent,
trustworthy and businesslike manner. Such duties include, without
limitation:
a. overseeing the completion of the audit of CDT's 2002 fiscal year;
b. reviewing the results of 2002 fiscal year and the audit thereof
with the Audit Committee of CDT's Board of Directors;
c. overseeing the preparation of results for CDT's 2003 first fiscal
quarter;
d. involvement in preparing the press release for the 2002 fiscal
year and 2003 first fiscal quarter results;
e. participating in the preparation of the Form 10-K and annual
report for the 2002 fiscal year and the Form 10-Q for the 2003
first fiscal quarter;
f. signing the Form 10-K for the 2002 fiscal year and the Form 10-Q
for the 2003 first fiscal year (provided Xx. Xxxx does not have a
specific and reasonable belief that the language or financials
therein are materially misleading and CDT is unwilling to correct
such misleading language or financials); and
g. participation in the annual meeting for the 2002 fiscal year.
In addition, Xx. Xxxx will work with CDT's chief accounting officer and other
members of the corporate financial staff to enable an orderly transition. In the
event a replacement CFO is retained prior to December 31, 2002, Xx. Xxxx will
assist in such person's transition.
2. Compensation. Xx. Xxxx'x current base salary and benefits (including
health, dental, vision, life, participation in management bonus plan, use
of company leased automobile and participation in profit sharing plan) will
continue through December 31, 2002. Thereafter, CDT will pay Xx. Xxxx an
aggregate of $126,000, payable in 6 equal monthly installments beginning in
January, 2003, and all benefits shall cease with the exception of benefits
available under COBRA.
3. COBRA Payments. CDT shall pay on behalf of, or reimburse, Xx. Xxxx for the
payments required to maintain COBRA for a period of 18 months following
December 31, 2002.
4. Automobile. If Xx. Xxxx provides CDT with notice prior to December 1, 2002,
CDT will purchase Xx. Xxxx'x current company leased automobile and transfer
ownership and title (on an "as is" basis) for such automobile to Xx. Xxxx,
it being understood that the tires need to be replaced for up to $750 prior
to December 31, 2002 at CDT's expense.
5. Vacation. Xx. Xxxx shall be entitled to take such vacation as he deems
appropriate which is expected to include the last week of October, 3 weeks
in November and 2 weeks in December, it being intention that Xx. Xxxx will
make reasonable good faith efforts to be physically present in Pittsburgh
to participate in (i) the preparation of the 2002 first quarter release
during the last week of November and (ii) the preparation of the Form 10-Q
during December, and attend the Board of Directors and Stockholders meeting
in December; provided that while it is understood that this vacation
schedule may affect the manner in which Xx. Xxxx performs his duties
contemplated under Section 1, it shall not relieve him from the
responsibility and obligation to perform such duties as contemplated in
such Section 1. No vacation shall be accrued as of December 31, 2002.
6. Options. Xx. Xxxx'x current options will continue to vest through December
31, 2002, and vested options will be exercisable for a period of 30 days
thereafter.
7. Taxes. Xx. Xxxx shall pay all taxes applicable to the salary, severance,
automobile transfer and other benefits provided hereunder in accordance
with applicable law and, to the extent required by law, CDT may withhold
taxes.
8. Voluntary Employment Termination. Xx. Xxxx and CDT acknowledge that the
decision of Xx. Xxxx to terminate his employment was made by Xx. Xxxx and
is voluntary on Xx. Xxxx'x behalf.
9. Post-Retirement Obligations. Following December 31, 2002, Xx. Xxxx will:
a. not make any negative or derogatory statements or communications
concerning CDT or its affiliates, their officers, employees,
directors, operations, products or other business affairs(except in
response to comments of such type made by CDT, its affiliates or their
officers or employees regarding or relating to Xx. Xxxx);
b. be available to CDT (at reasonable times) to provide assistance in or
for external investigations, audits or litigation relating to any
period prior to December 31, 2002, provided that CDT will reimburse
Xx. Xxxx'x expenses relating to such assistance;
c. for a period of 1 year following December 31, 2002, be available by
phone to provide assistance in or for any internal investigations
relating to any period prior to December 31, 2002; and
d. not disclose to any unauthorized person or use for his own purposes
any confidential or proprietary information relating to CDT or its
subsidiaries without the prior written consent of an authorized
officer of CDT, unless and to the extent that the aforementioned
matters become generally known to and available for use by the public
other than as a result of Employee's acts or omissions or except as
required by law.
10. CDT and its senior corporate officers shall not make negative or derogatory
statements or communications concerning Xx. Xxxx, it being understood that
CDT cannot control statements made by individuals outside of their capacity
as officers of CDT.
11. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained
herein.
12. Complete Agreement. This Agreement embodies the complete agreement and
understanding among the parties and supersedes and preempts any prior
understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way. Xx. Xxxx acknowledges and agrees that neither CDT nor any of its
affiliates owes Xx. Xxxx any employment (or post-employment) compensation
or benefits other than those specifically set forth herein; provided that
this paragraph or Agreement does not release or waive any D&O insurance,
indemnification or other similar rights available to Xx. Xxxx. It is
further agreed that the foregoing shall not affect Xx. Xxxx'x rights under
his change of control agreement, which will remain in full force and effect
until December 31, 2002.
Prior to January 7, 2003, CDT would inform Xx. Xxxx whether a credible
offer that CDT intends to pursue for a change of control from a third party
had been received prior December 31, 2002. If such a proposal was received
prior to December 31, 2002 and ultimately results in a change of control
transaction with such party then, to the extent that Xx. Xxxx did not
previously exercise his options held on December 31, 2002, CDT will provide
Xx. Xxxx with the monetary value of such options (change of control
transaction share price less the exercise price of the options) as if Xx.
Xxxx had held such options and they had been exercised as part of such
change of control and sold in the transaction. Xx. Xxxx will hold any
information provided pursuant to this paragraph shall be held in
confidence, and will not purchase CDT shares, options or other securities
based on such information.
13. Consideration of Agreement. Xx. Xxxx acknowledges that he has had adequate
time to consider the terms of this Agreement, and he is entering into this
agreement voluntarily and of his own volition.
14. Counterparts. This Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
* * * * * * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
CABLE DESIGN TECHNOLOGIES
CORPORATION
By: ____________________________ ____________________________
Name: Xxxx X. Xxxxxx Xxxxxxx X. Xxxx, Xx.
Title: Chief Executive Officer
