Exhibit 10.1
EMPLOYMENT
AGREEMENT
AGREEMENT, dated as of
April 23, 2006 (the “ Agreement ”), between
Semiconductor Components Industries, LLC (the “
Company ”), with offices at 5005 East McDowell Road,
Phoenix, Arizona 85008, and Bill Hall (the “ Executive
”).
1. Employment, Duties and
Agreements .
(a) The Company hereby agrees to
employ the Executive as its Senior Vice President and the Executive
hereby accepts such position and agrees to serve the Company in
such capacity during the employment period described in
Section 3 hereof (the “ Employment Period
”). The Executive shall report to the Office of the Chief
Executive Officer (the “ Office of the CEO ”) of
the Company and shall have such duties and responsibilities as the
Office of the CEO may reasonably determine from time to time as are
consistent with the Executive’s position as Senior Vice
President. During the Employment Period, the Executive shall be
subject to, and shall act in accordance with, all reasonable
instructions and directions of the Office of the CEO and all
applicable policies and rules of the Company.
(b) During the Employment Period,
excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive shall devote his full working
time, energy and attention to the performance of his duties and
responsibilities hereunder and shall faithfully and diligently
endeavor to promote the business and best interests of the
Company.
(c) During the Employment Period,
the Executive may not, without the prior written consent of the
Company, directly or indirectly, operate, participate in the
management, operations or control of, or act as an executive,
officer, consultant, agent or representative of, any type of
business or service (other than as an executive of the Company),
provided that it shall not be a violation of the foregoing for the
Executive to manage his personal, financial and legal affairs so
long as such activities do not interfere with the performance of
his duties and responsibilities to the Company as provided
hereunder.
2. Compensation .
(a) As compensation for the
agreements made by the Executive herein and the performance by the
Executive of his obligations hereunder, during the Employment
Period, the Company shall pay the Executive, pursuant to the
Company’s normal and customary payroll procedures, a base
salary at the rate of $270,000 per annum (the “ Base
Salary ”). The Board of Directors of the Company and/or
its Compensation Committee (both or either herein may be referred
to as the “ Board ”) shall review the
Executive’s Base Salary from time to time.
(b) In addition to the Base Salary,
during the Employment Period, the Executive shall be eligible to
participate in the bonus program established and approved by the
Board (the “ Program ”) and, pursuant to the
Program, the Executive may earn a bonus (the “ Bonus
”) on an annual or other performance period basis (a “
Performance Cycle ”) of up to 50% of Base Salary
earned during the applicable Performance Cycle or an additional
amount as approved by the Board under the Program and in each case
based on certain performance criteria; provided that
the Executive is actively employed by the Company on the date the
Bonuses are paid under the Program, except as provided in
Section 5(a) herein. The Bonus may be paid annually or more
frequently depending upon the Performance Cycle, as determined by
the Board and pursuant to the Program. The Bonus will be specified
by the Board, and the Bonus will be reviewed at least annually by
the Board.
(c) During the Employment Period:
(i) except as specifically provided herein, the Executive
shall be entitled to participate in all savings and retirement
plans, practices, policies and programs of the Company which are
made available generally to other senior executive officers of the
Company, and
(ii) except as specifically provided herein, the
Executive and/or the Executive’s family, as the case may be,
shall be eligible for participation in, and shall receive all
benefits under, all welfare benefit plans, practices, policies and
programs provided by the Company which are made available generally
to other senior executive officers of the Company (for the
avoidance of doubt, such plans, practices, policies or programs
shall not include any plan, practice, policy or program which
provides benefits in the nature of severance or continuation
pay).
(d) During the Employment Period,
the Company shall provide the Executive with a car allowance of
$1,200 per month.
(e) During the Employment Period,
the Company shall reimburse the Executive up to $10,000 annually
for financial planning expenses.
(f) During the Employment Period,
the Executive shall be entitled to at least four (4) weeks of
paid vacation time for each calendar year in accordance with the
Company’s normal and customary policies and procedures now in
force or as such policies and procedures may be modified with
respect to senior executive officers of the Company.
(g) During the Employment Period,
the Company shall reimburse the Executive for all reasonable
business expenses upon the presentation of statements of such
expenses in accordance with the Company’s normal and
customary policies and procedures now in force or as such policies
and procedures may be modified with respect to senior executive
officers of the Company.
3. Employment Period
.
The Company shall employ Executive
on the terms and subject to the conditions of this Agreement
commencing as of the date of the execution of this Agreement (the
“ Effective Date ”). Executive shall be
considered an “at-will” employee, which means that
Executive’s employment may be terminated by the Company or by
the Executive at any time for any reason or no reason at all. The
period during which Executive is employed by the Company pursuant
to this Agreement shall be referred to as the “ Employment
Period .” The Executive’s employment hereunder may
be terminated during the Employment Period upon the earliest to
occur of the following events (at which time the Employment Period
shall be terminated):
(a) Death . The
Executive’s employment hereunder shall terminate upon his
death.
(b) Disability . The Company
shall be entitled to terminate the Executive’s employment
hereunder for “ Disability ” if, as a result of
the Executive’s incapacity due to physical or mental illness
or injury, the Executive shall have been unable to perform his
duties hereunder for a period of ninety (90) consecutive days,
and within thirty (30) days after Notice of Termination (as
defined in Section 4 below) for Disability is given following
such 90-day period the Executive shall not have returned to the
performance of his duties on a full-time basis.
(c) Cause . The Company may
terminate the Executive’s employment hereunder for Cause. For
purposes of this Agreement, the term “ Cause ”
shall mean: (i) a material breach by the Executive of this
Agreement; (ii) the failure by the Executive to reasonably and
substantially perform his duties hereunder (other than as a result
of physical or mental illness or injury); (iii) the
Executive’s willful misconduct or gross negligence which is
materially injurious to the Company; or (iv) the commission by
the Executive of a felony or other serious crime involving moral
turpitude. In the case of clauses (i) and (ii) above, the
Company shall provide notice to the Executive indicating in
reasonable detail the events or circumstances that it believes
constitute Cause hereunder and, if such breach or failure is
reasonably susceptible to cure, provide the Executive with a
reasonable period of time (not to exceed thirty (30) days) to
cure such breach or failure. If, subsequent to the
Executive’s termination of employment hereunder for other
than Cause, it is determined in good faith by the Board that the
Executive’s employment could have been terminated for Cause
(except for a termination under (ii) of the above definition
of Cause), the Executive’s employment shall, at the election
of the Board, be deemed to have been terminated for Cause
retroactively to the date the events giving rise to Cause
occurred.
2
(d) Without Cause . The
Company may terminate the Executive’s employment hereunder
during the Employment Period without Cause.
(e) Voluntarily . The
Executive may voluntarily terminate his employment hereunder (other
than for Good Reason), provided that the Executive provides the
Company with notice of his intent to terminate his employment at
least three months in advance of the Date of Termination (as
defined in Section 4 below).
(f) For Good Reason . The
Executive may terminate his employment hereunder for Good Reason
and any such termination shall be deemed a termination by the
Company without Cause. For purposes of this Agreement, “
Good Reason ” shall mean (i) a material breach of
this Agreement by the Company, (ii) reducing the
Executive’s salary while at the same time not proportionately
reducing the salaries of the other executive officers of the
Company, or (iii) a material and continued diminution of the
Executive’s duties and responsibilities hereunder;
provided that in either (i), (ii), or
(iii) above, the Executive shall notify the Company within
thirty (30) days after the event or events which the Executive
believes constitute Good Reason hereunder and shall describe in
such notice in reasonable detail such event or events and provide
the Company a thirty (30) day period after delivery of such
notice to cure such breach or diminution.
4. Termination Procedure
.
(a) Notice of Termination .
Any termination of the Executive’s employment by the Company
or by the Executive during the Employment Period (other than a
termination on account of the death of Executive) shall be
communicated by written “ Notice of Termination
” to the other party hereto in accordance with
Section 11(a).
(b) Date of Termination .
“ Date of Termination ” shall mean (i) if
the Executive’s employment is terminated by his death, the
date of his death, (ii) if the Executive’s employment is
terminated pursuant to Section 3(b), thirty (30) days
after Notice of Termination, provided that the Executive shall not
have returned to the performance of his duties hereunder on a
full-time basis within such thirty (30) day period,
(iii) if the Executive voluntarily terminates his employment,
the date specified in the notice given pursuant to
Section 3(e) herein which shall not be less than three months
after the Notice of Termination is delivered to the Company,
(iv) if the Executive terminates his employment for Good
Reason pursuant to Section 3(f) herein, thirty (30) days
after Notice of
