Symmetricom Logo] Change of Control Agreement Company Confidential February 25, 2002Symmetricom Inc • August 30th, 2002 • Telephone & telegraph apparatus
The Board and I expect that from time to time Symmetricom will entertain the possibility of acquiring other companies, or merging with other companies in one or more transactions. The Board recognizes that this can be a distraction to valued executives such as you and could prompt executives such as you to consider alternative employment possibilities. The Board has determined that it is in the best interests of Symmetricom and its stockholders to assure that Symmetricom will have the continued dedication and objectivity of its key executives, should we entertain transactions which could result in a change of control. For this reason, on behalf of the Board of Directors of Symmetricom, Inc., I am pleased to deliver this letter setting forth certain compensation related arrangements that will apply to you in the event that the Symmetricom experiences a “Change of Control” (as that term is defined later in this letter) as set forth herein.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 30th, 2002 • Symmetricom Inc • Telephone & telegraph apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT, is made effective as of __________, _____, between SYMMETRICOM, INC., a Delaware corporation (the “Corporation”), and _________ (the “Indemnitee”).
