Letter Agreement Modifying Special Payment Terms for Mark T. Greenquist – Agere Systems Inc.

Summary

This letter agreement between Agere Systems Inc. and Mark T. Greenquist, Executive Vice President and CFO, modifies a previous employment agreement. It changes the conditions for a special $680,000 cash payment, making it payable on the earlier of April 1, 2003, or upon Mr. Greenquist's termination, 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-10.28 6 y57218a1ex10-28.txt LETTER AGREEMENT WITH MARK GREENQUIST EXHIBIT 10.28 [Letterhead of Agere Systems] February 11, 2002 Mark T. Greenquist Executive Vice President and CFO Agere Systems Inc. 555 Union Boulevard Allentown, PA 18109 Dear Mark: The purpose of this letter is to modify one of the terms of your employment letter dated December 15, 2000. In that letter, you were eligible to receive a special cash payment of $680,000 (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 our 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 EVP & CFO, you would be eligible to receive a cash payment of $680,000 (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 December 15, 2000 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/ Mark T. Greenquist - ------------------------------------ Mark T. Greenquist Executive Vice President and CFO Agere Systems Inc. Date: February ___, 2002