Exhibit 10.20
SEVERANCE AND
CHANGE OF CONTROL AGREEMENT
This Severance and
Change of Control Agreement (“ Agreement ”) is
effective as of July , 2007, between
Wireless Facilities, Inc. (“ WFI ”) and
Laura Siegal (“ Siegal ”), as approved by
WFI’s Board Compensation Committee.
A.
Siegal is presently employed as Vice President & Controller of
WFI.
B.
As consideration for Siegal’s agreement to undertake and
continue her duties and responsibilities in her role as Vice
President & Controller in light of the changing circumstances
at the Company, WFI and Siegal desire to enter into this Agreement
to (i) provide for the payment of severance compensation to Siegal
upon a termination without Cause, or (ii) in the event of a Change
of Control, as defined herein.
Therefore, in
consideration of the promises and the mutual covenants contained
below, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as
follows:
1.
Vesting Upon Change of Control. Upon the closing of a
transaction that constitutes a Change of Control (as defined in
paragraph 3(a) below), the vesting of 50% of all stock options
and stock appreciation rights granted to Siegal under WFI’s
equity incentive plans that as of the date of such Change of
Control remain unvested shall accelerate, to the extent permissible
by law, notwithstanding and in addition to any existing vesting
provisions set forth in such stock option, stock appreciation right
and/or WFI equity incentive plan. On the one year anniversary of
such Change of Control or upon a Triggering Event (as defined in
paragraph 3(b) below), whichever occurs sooner, the remaining
unvested portion of any stock options and stock appreciation rights
shall immediately vest.
2.
Severance Payments. If Siegal is (a) terminated without Cause
(as defined in paragraph 3(c) below) or (b) voluntarily
resigns from WFI as a result of a Triggering Event (as defined in
paragraph 3(b) below) after a Change of Control (as defined in
paragraph 3(a) below), then Siegal will be entitled to receive
in satisfaction of all obligations (other than as provided in
paragraph 1 above) that WFI may have to Siegal: (i) in the
case of 2(a) hereof, severance compensation equal to nine (9)
months of her base salary then in effect; or in the case of 2 (b)
hereof, severance compensation equal to nine (9) months of her base
salary plus her maximum potential bonus amount for nine (9) months;
in either case, less applicable taxes and withholding; and, if
needed by Siegal, (ii) her then-current health insurance coverage,
at the then current employee cost, during the nine (9) month period
following a termination in the case of 2 (a) or during the nine (9)
month period following a resignation in the case of 2(b). In
addition, in the event that Siegal is terminated without Cause, the
vesting of 100% of all stock options and stock appreciation rights
granted to Siegal under WFI’s equity incentive plans that as
of the date of such termination remain unvested shall accelerate,
to the extent permissible by law, notwithstanding and in addition
to any existing vesting provisions set forth in such stock option,
stock appreciation right and/or WFI equity incentive plan. The
foregoing severance compensation, health insurance coverage and
acceleration of vesting will be conditioned upon Siegal’s
execution of a separation agreement with a release of claims
reasonably satisfactory to WFI and such severance compensation
shall be paid in a single lump sum payment promptly after
Siegal’s execution of such separation agreement.
3.
Definition of Change of Control and Triggering
Event.
(a) &n
