AMENDMENT TO EMPLOYMENT AGREEMENT

 

This Amendment dated as of November 7, 2005 (the “Amendment”) to the Employment Agreement, dated as of July 25, 2000, as amended as of May 4, 2005 (the “Agreement”), by and between ANADIGICS, Inc., a Delaware corporation (the “Corporation”), and Thomas Shields (the “Executive”), is made and entered into by and between the Corporation and the Executive. Unless otherwise defined herein, capitalized terms have the same meanings as in the Agreement.

 

WHEREAS, the Corporation may from time to time consider transactions that could result in a Change in Control of the Corporation;

 

WHEREAS, the Board of Directors of the Corporation has determined that it is advisable and in the best interest of the Corporation to amend the Agreement to provide for the payment of certain compensation to the Executive in the event of the termination of his employment;

 

WHEREAS, the Corporation and the Executive desire to amend the Agreement to reflect the intention of the Board of Directors as set forth herein.

 

NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein, the Corporation and the Executive agree that the Agreement is hereby amended as follows:

 

1.  Section 3 of the Agreement is amended by deleting such section in its entirety and replacing it with the following:

 

“In the event you are terminated at any time by the Corporation without “Cause” (as defined below) or in the event of a “Change in Control” (as defined in Annex A hereto) which results in either the involuntary termination without Cause of your employment with the Corporation or your voluntary resignation from the Corporation due to a reduction in responsibilities and duties associated with your position, or reduction in compensation (base salary, plus bonus at target) without your prior express written consent, the Corporation agrees that following such termination without Cause or such termination following a Change in Control you shall receive (a) an amount equal to 250% of the sum of (1) the highest annualized rate of your base salary in effect at any point during the twelve months preceding the date of termination of employment under this Agreement, plus (2) your bonus at a target of 110% of the highest annualized rate of your base salary in effect at any point during the twelve months preceding the date of termination of employment under this Agreement; (b) payment of the annual bonus (at 100% of target prorated for the number of complete months worked in the year), to be paid within thirty (30) days from the date of termination of your employment under this Agreement; (c) 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; (d) executive

 

 

 

outplacement services for up to six months; and (e) immediate vesting of all stock options and shares of restricted stock previously or hereafter granted under the Corporation’s 2005 Long Term Incentive and Share Award Plan, 1997 Long Term Incentive and Share Award Plan for Employees and 1995 Long Term Incentive and Share-Award Plan, as the same may be amended from time to time, to the extent such stock options or shares of restricted stock have not vested as of such date; any such options shall continue to be exercisable, with respect to options granted prior to October 31, 1998 for 90 days, and for options granted subsequent to October 31, 1998, for twelve (12) 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. 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 the executive employee under this Agreement.”

 

2.  This Amendment supplements and modifies the Agreement, and all of the terms, conditions and agreements therein contained are, to the extent not explicitly modified herein, hereby reaffirmed and agreed to and shall remain in full force and effect except as herein modified.

 

 

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer and the Executive has hereunto set his hand, each as of the day and year first written above.

 

	ANADIGICS, INC.
	By:	/s/ Bamdad (Bami) Bastani
		Name:   Bamdad (Bami) Bastani
		Title:   President and Chief Executive Officer

 

	EXECUTIVE:
	By:	/s/ Thomas Shields
		Name: Thomas Shields
		Title:   Senior Vice President and Chief Financial Officer