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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

TTM TECHNOLOGIES INC | KENTON K. ALDER

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 3/14/2006
Industry: ELECTR     Law Firm: Greenberg Traurig     Sector: TECHNO

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exv10w2
 

Exhibit 10.2

EMPLOYMENT AGREEMENT

     This Agreement is made as of the 1st day of December, 2005, between TTM TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and KENTON K. ALDER (the “Executive”).

Preliminary Statements:

     A. The Executive serves as President and Chief Executive Officer of the Company.

     B. The Company wishes to continue to retain the services of the Executive as President and Chief Executive Officer of the Company, on the terms and subject to the conditions hereinafter set forth.

     C. The Executive is willing to make his services available to the Company, on the terms and subject to the conditions hereinafter set forth.

Agreement:

     NOW THEREFORE, in consideration of (i) the Executive’s employment and continued employment with the Company, (ii) the compensation paid to the Executive and the benefits provided to the Executive in connection with such employment, and (iii) the Executive’s use of the equipment, supplies, facilities and other resources of the Company and its Subsidiaries and Affiliates, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. Interpretation of this Agreement.

          (a) Defined Terms. As used herein, the following terms when used in this Agreement have the meanings set forth below:

          “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

          “Base Salary” shall have the meaning given to it under §2(b) below.

          “Board” means the Board of Directors of the Company.

          “Cause” means any of the following: (i) the indictment of the Executive or the Executive’s conviction of, or entry of a plea of no contest with respect to, any felony or any crime involving moral turpitude; (ii) the commission by the Executive of any other material act of fraud or intentional dishonesty with respect to the Company or any of its Subsidiaries or Affiliates; (iii) a material breach by the Executive of his fiduciary duties to the Company or any of its Subsidiaries. including the commission by the Executive of an act of fraud or embezzlement against the Company or any of its Subsidiaries or Affiliates; (iv) failure by the Executive to perform in a material manner his properly assigned duties after at least one written warning specifically advising him of such failure and providing him with l0 days to resume performance in accordance with his assigned duties; (v) any breach by the Executive of any of the material terms of (A) this Agreement (including without limitation §§3, 4, 5, 6 or 7 hereof), or (B) any other agreement between the Company and the Executive; (vi) the association, directly or indirectly, of the Executive, for his profit or financial benefit, with any person, firm, partnership, association, entity or corporation that competes, in any material way, with the Company; (vii) the disclosing or using of any material Company Information at any time by the Executive; or (viii) any material breach of a Company policy. Notwithstanding any provision of this Agreement which may be to the contrary, (x) the Executive will not be deemed to have been terminated for Cause unless and until there is delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of

 


 

the Board (excluding the Executive if he is a member of the Board) at a meeting of the Board (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the opinion of the Board the Executive was guilty of conduct set forth above in the preceding sentence and specifying the particulars thereof in reasonable detail and (y) if the Company so requests in the notice referred to in the immediately preceding parenthetical phrase, the Executive shall not enter upon the premises of the Company or any of its Subsidiaries or Affiliates unless and until the Board shall have determined not to terminate the Executive’s employment for Cause (and during such period the Executive shall continue to be entitled to receive his compensation and benefits hereunder).

          “Change in Control” means the consummation of any of the following transactions:

          (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company’s incorporation or a transaction in which 50% or more of the surviving entity’s outstanding voting stock following the transaction is held by holders who held 50% or more of the Company’s outstanding voting stock prior to such transaction; or

          (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; or

          (iii) any reverse merger in which the Company is the surviving entity, but in which 50% or more of the Company’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger; or

          (iv) the acquisition by any person (or entity), directly or indirectly, of 50% or more of the combined voting power of the outstanding shares of Common Stock.

          “Common Stock” means the Company’s authorized common stock, no par value.

          “Company” shall have the meaning given to it in the first sentence of this Agreement.

          “Company Information” means Confidential Information and Trade Secrets.

          “Confidential Information” means confidential data and confidential information relating to the business of the Company or any of its Subsidiaries or Affiliates (which does not rise to the status of a Trade Secret under applicable law) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through his employment with the Company and which has economic value, actual or potential, to the Company or any of its Subsidiaries or Affiliates and is not generally known to the competitors of the Company or any of its Subsidiaries or Affiliates. Confidential Information does not include any data or information that (i) is publicly disclosed by law or in response to an order of a court of competent jurisdiction or governmental agency, (ii) becomes publicly available through no fault of the Executive, (iii) becomes known to the Executive from a source outside the scope of his employment with the Company and its Subsidiaries not known to the Executive to be bound by a confidentiality agreement with respect to such information or (iv) has been published in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

          “Disability” means the Executive becomes incapacitated due to physical or mental illness and, in the good faith determination of the Board, is unable to perform his assigned duties and responsibilities and such condition continues, or, in the opinion of a physician selected by the Board, is reasonably likely to continue, for six consecutive months or for periods aggregating six months during any twelve-month period.

 


 

          “Employment Period” shall have the meaning given to it in §2(a) below.

          “Executive” shall have the meaning given to it in the first sentence of this Agreement.

          “Good Reason” means, without the Executive’s express written consent, (i) a materially adverse alteration in the nature or status of the Executive’s responsibilities (excluding any isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within 14 days of receipt of written notice thereof from the Executive), (ii) a reduction by the Company in the Executive’s annual base salary without the Executive’s consent, (iii) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by him under any of the Company’s retirement, life insurance, medical, dental, accident or disability plans in which he is participating as of the date of this Agreement (or, in the event of the Executive’s resignation at any time following the occurrence of a Change in Control, as of the time immediately preceding such Change in Control), or the taking of any action by the Company which would directly or indirectly materially reduce such benefits, taken as a whole or (iv) a breach by the Company of any of the material terms of this Agreement (excluding any breach that is remedied by the Company within 14 days of receipt of written notice thereof from the Executive).

          “Notice of Termination” shall have the meaning given to it in §2(a) below.

          “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

          “Severance Period” means the period for which the Company is required to make payments under §2(d) below.

          “Subsidiary” when used with respect to any Person means any other Person, whether incorporated or unincorporated, of which (i) more than 50% of the securities or other ownership interests or (ii) securities or other interests having by their terms ordinary voting power to elect more than 50% of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly owned or controlled by such Person or by any one or more of its Subsidiaries.

          “Termination Date” shall have the meaning given to it in §2(a) below.

          “Trade Secrets” means information of the Company or any of its Subsidiaries or Affiliates including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, financial data, financial plans, product or service plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

          (b) Interpretation. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, as the same from time to time may be amended or supplemented and not any particular section, paragraph, subparagraph or clause contained in this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.

     2. Employment.

          (a) Duration. The Company agrees to employ the Executive and the Executive accepts such employment for the period beginning on the date hereof and ending on the third anniversary of the date hereof, unless sooner terminated as hereinafter set forth; provided, however, that the term of

 


 

this Agreement automatically shall be renewed for one additional year effective as of each anniversary of the date hereof beginning with the third anniversary, unless either the Company or the Executive provides written notice to the other that the term of this Agreement shall terminate on the upcoming anniversary of the date hereof, provided such notice is received by the receiving party not less than ninety (90) days prior to the intended date of termination and provided further that the Company shall not be entitled to deliver to the Executive such notice within sixty (60) days prior to a Change in Control. If this Agreement is terminated prior to the third anniversary of the date hereof (or any automatic renewal period), the Executive’s employment shall end on (i) the date specified in a Notice of Termination given by the Executive in connection with his resignation (which, (A) in the case of resignation for Good Reason shall be not less than 30 days from the date such Notice of Termination is given and (B) in the case of resignation for any other reason, shall not be less than 90 days from the date such Notice of Termination is given), (iii) the date on which the Executive’s employment is terminated for Cause, (iv) the date specified in a Notice of Termination given by the Company at any time stating that the Board has determined that the Executive shall be terminated without Cause (termination pursuant to this clause (iv) is sometimes referred to in this Agreement as “termination without Cause”), (v) the date of the Executive’s death, or (vi) the date specified in a Notice of Termination given by the Company in connection with a termination of the Executive’s employment by reason of his Disability; For purposes of this Agreement, the term “Employment Period” shall mean such period of employment and the term “Termination Date” shall mean the date on which the Executive’s employment with the Company is terminated for any reason. Subject to the last sentence contained in the definition of “Cause,” above, any purported termination of the Executive’s employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with §8 below, which notice shall indicate the specific termination provision in this §2(a) relied upon (and, in the case of the Executive’s resignation for Good Reason, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment for Good Reason) (a “Notice of Termination”).

          (b) Salary and Benefits. During the Employment Period, in consideration for the Executive agreeing to devote his full business time and attention to the affairs of the Company, the Company will pay the Executive a base salary at the rate of $350,000 per annum or at such higher rate as the Board designates in its sole discretion from time to time (“Base Salary”), payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. In addition to the Base Salary payable to Executive pursuant to this §2(b), the Executive will be entitled to the following benefits during the Employment Period:

          (i) the Executive will be entitled to participate in all medical and hospitalization, group life insurance, and any and all other fringe benefit plans as are from time to time provided by the Company to its executives;

          (ii) the Executive will be entitled to a maximum of four weeks paid vacation each year (paid an Executive’s base salary), accrued up to a maximum cap of 320 hours, after which Executive shall not accrue any additional vacation until Executive takes vacation; provided, however, that in no event may a vacation be taken at a time when to do so could, in the reasonable judgment of the Chairman of the Board, adversely affect the business of the Company and its Subsidiaries; and

          (iii) the Executive will be entitled to reimbursement for reasonable business expenses (excluding commuting expenses) incurred by the Executive (subject to submission of appropriate substantiation by the Executive).

The Executive’s accrual of or participation in plans providing for benefits will cease on the Termination Date, and the Executive will be entitled to accrued benefits pursuant to such plans only as provided in such plans or as required by law; provided, however, that the Executive will receive, in addition to his severance pay pursuant to §2(d) below, the amount of any accrued benefits in respect of vacation, holiday, sick leave, or other leave unused as of the Termination Date.

 


 

          (c) Services. During the Employment Period, the Executive will serve as the President and Chief Executive Officer of the Company and shall have the normal duties, responsibilities and authority of such office, subject to the power of the Chairman of the Board to reasonably expand or reasonably limit such d

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