Letter Agreement Modifying Special Payment Terms Between Agere Systems Inc. and Ronald D. Black

Summary

This agreement between Agere Systems Inc. and Ronald D. Black, Executive Vice President, modifies a previous employment letter. It changes the conditions for a special cash payment of $577,500 to Mr. Black, making it payable on the earlier of April 1, 2003, or his termination from Agere, regardless of whether the company's spin-off from Lucent Technologies occurs before March 1, 2002. All other terms of the original employment letter remain unchanged.

EX-10.27 5 y57218a1ex10-27.txt LETTER AGREEMENT WITH RONALD BLACK EXHIBIT 10.27 [Letterhead of Agere Systems] February 11, 2002 Ronald D. Black Executive Vice President, Client Systems Agere Systems Inc. 555 Union Boulevard Allentown, PA 18109 Dear Ron: The purpose of this letter is to modify one of the terms of your employment letter dated February 28, 2001. In that letter, you were eligible to receive a special cash payment of $577,500 (less applicable taxes) if the spin-off of Agere Systems from Lucent Technologies did not occur prior to March 1, 2002, if you remained employed with the company. We have agreed to modify the terms of the special payment in your employment letter as follows: SPECIAL PAYMENT: In order to address the unlikely possibility that the spin-off does not occur prior to March 1, 2002, which could diminish the scope of your responsibilities as Executive Vice President, Client Systems, you would be eligible to receive a cash payment of $577,500 (less applicable taxes) payable on the earlier of (a) April 1, 2003 or (b) your termination of employment from Agere Systems. All of the other terms and conditions of your employment letter dated February 28, 2001 remain in full force and effect and shall apply equally to this agreement as if fully set forth in this letter. Sincerely, /s/ John T. Dickson Acknowledged and Agreed to: /s/ Ronald D. Black - ----------------------------------- Ronald D. Black Executive Vice President, Client Systems Agere Systems Inc. Date: February __, 2002