Change InControl

Mr. Greg White                                                                                                November 13, 2009

Subject: Employment Agreement

Dear Greg,

 
 

This agreement (the "Agreement") is made and entered into effective as of the date hereof, by and between ANADIGICS, Inc., a Delaware corporation (the "Corporation") and Greg White, an executive employee of the Corporation. In order for the Corporation to attract and retain as executives and officers the most capable persons available, the Corporation and you do hereby agree as follows:

 

2. In addition to the provisions set forth in this document, your employment will be governed by the policies and procedures outlined in the Employee Handbook, as amended from time to time.

3. (a) In the event of a "Change in Control" (as defined in Annex A hereto) which results, within six months following the Change in Control, in either the involuntary termination without Cause of your employment with the Corporation or your voluntary resignation from the Corporation due to a material reduction in responsibilities and duties associated with your position, or material reduction in compensation (base salary, plus bonus at target) without your prior express written consent, the Corporation agrees that following such termination you shall receive; subject to the notice requirement and the Corporation's cure right set forth below, (w) an amount equal to (i) six months of base salary (payable in equal bi-weekly installments) and payment of the semi-annual bonus at 100% of target (paid at the Corporation's regular scheduled semi-annual bonus payment date); (ii) up to an additional six months of base salary (payable in equal bi-weekly installments during the Post-Employment Period (as defined below) solely during any portion of the Post-Employment period that you remain unemployed) and payment of the semi -annual bonus at 100% of target (paid at the Corporation's first regularly scheduled semi-annual bonus payment date following the Post-Employment Period solely if you remain unemployed during the Post-Employment Period); and (iii) payment of the semi-annual bonus for the period during which termination occurs (at 100% of target) prorated for the number of complete months worked in that period; provided that no such payments under clauses (i)-(iii) above shall be made prior to the 60th day following the date of termination under this Agreement; (x) continuation of all current medical and dental insurance benefits until the first to occur of one year from the date of termination of employment under this Agreement or the commencement of employment at another employer offering similar benefits; (y) executive outplacement services for up to six months; and (z) immediate vesting of all stock options and shares of restricted stock previously or hereafter granted under any stock or stock option plan of the Corporation, to the extent such stock options or shares of restricted stock have been earned (if performance based) and not vested as of such date; any such options shall continue to be exercisable for six (6) months following the date of involuntary or voluntary termination of employment under this Agreement as described above, but not beyond the original term of the option. It shall be a condition precedent to your right to voluntarily terminate your employment pursuant to this Section 3(a) that you shall first have given the Corporation written notice that an event or condition set forth herein has occurred within ninety (90) days after such occurrence, and any failure to give such written notice within such period will result in a waiver by you of your right to terminate as a result of such event or condition. If a period of thirty (30) days from the giving of such written notice elapses without the Corporation having effectively cured or remedied such event or condition during such 30-day period, you will have the right to voluntarily resign from the Corporation, provided that the termination of your employment due to such event or condition must occur not later than six months following the Change in Control. The "Post-Employment Period" is the period commencing on the 6 month anniversary of the date of termination of employment and ending on the 12 month anniversary of the date of termination of employment.

(b)                 In the event your employment with the Corporation is terminated without "Cause" (as defined below) at any time by the Corporation prior to the Termination Date, the Corporation agrees that following such Termination, you shall receive the benefits set forth in clauses (x), (y) and (z) in Section 3(a) above.

(c)                 For purposes of this Section 3: "Cause" shall mean (w) unauthorized use or disclosure of confidential information of the Corporation in violation of Section 4(c) hereof; (x) conviction of, or a plea of "guilty" or "no contest" to, a felony under the laws of the United States of America or any state thereof; (y) embezzlement or misappropriation of the assets of the Corporation; or (z) misconduct or gross negligence in the performance of duties assigned to you under this Agreement. Payment of any compensation and benefits under Section 3 of this Agreement is contingent upon your execution (and no revocation)of the ANADIGICS standard Separation and Release Agreement between the Corporation and you which shall be executed and delivered to the Corporation on or before the date that is 50 days following the date of termination of employment.

4. (a) During your employment with the Corporation, you may not perform any work for any company that competes with us in the manufacture and sales of RF integrated circuits in the wireless, cable and broadband, or fiber optics markets, whether directly or indirectly. This includes any business set up on your own or by you with others. You must disclose any intention to engage in any form of business activity outside your activities with the Corporation to the Chief Executive Officer, which must be approved in writing prior to commencement of those activities.

(b)                 For a period of twelve (12) months after termination of your employment with the Corporation, you agree not to hire, solicit to hire, or be involved in the solicitation of any employees of the Corporation or any of its subsidiaries.

(c)                 During and after your employment with the Corporation you are required to protect the confidentiality of information you use or become party to. You may not disclose confidential information to any unauthorized third party. This includes but is not limited to information related to technology, intellectual property, strategic business plans, transformation initiatives, suppliers, and clients. Your dealings with suppliers and clients must always be managed in the best interest of the Corporation. Any confidential information you are a party to may only be used in the interest of the Corporation in the context of the Corporation's legitimate relationships with suppliers, clients and any authorized third party. Such information must not be used for any other purpose, including personal gain. In addition, you are reminded of the restrictions and conditions of employment described in the Proprietary Information Agreement signed by you and on file in the Human Resources Department. Any breach of confidentiality will subject you to immediate termination.

(d)                 Failure to comply with the provisions of this Section 4 shall subject you to the immediate termination of any of your unexercised stock options.

5. The following additional benefits are provided to you as part of this Agreement:

(a)                 A confidential annual physical exam through the Corporation's contracted vendor, Executive Health Group. The physical exams are scheduled during the your month of birth each year at no cost to you

(b)                 In order to provide for financial peace of mind, an allowance of up to $2,000 per year for financial planning.

(c)                 Indemnification protection for any lawsuit brought against the Corporation as detailed in Article VII, Section 4 of the Corporation bylaws.

6. The terms and conditions of this Agreement are to be private and confidential, and you agree not to disclose any of these terms and conditions to any person except your spouse, your attorney or your tax advisor, unless disclosure is necessary to carry out the terms of this Agreement, or to supply information to any taxing authority, or is otherwise required by law.

7. You agree that any dispute or claim with respect to any provision of this Agreement or your employment must be presented to the Chief Executive Officer within three (3) months of the occurrence.

 
 

8. (a) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and any regulations and guidelines promulgated thereunder (collectively, "Section 409A"), to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent. If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act pursuant to this Section 8 shall subject the Corporation to any claim, liability, or expense, and the Corporation shall not have any obligation to indemnify or otherwise protect you from the obligation to pay any taxes, interest or penalties pursuant to Section 409A.

(b)                 Notwithstanding any provision to the contrary in this Agreement, if you are deemed on the date of your "separation from service" (within the meaning of Treas. Reg. Section 1.409A-l(h)) with the Corporation to be a "specified employee" (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a "separation from service" that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of your "separation from service," or (ii) the date of your death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed you in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment, references to your "termination of employment" (and corollary terms) with the Corporation shall be construed to refer to your "separation from service" (within the meaning of Treas. Reg. Section 1.409 A-I (h) with the Corporation.

(c)                 With respect to any reimbursement or in-kind benefit arrangements of the Corporation and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days after termination of employment"), the actual date of payment within the specified period shall be within the sole discretion of the Corporation. Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.