Exhibit 10.27
[Agere Systems
letterhead]
October 26, 2005
Ruediger Stroh
5373 Canyon Hills
Lane
San Jose, California
95138
Dear Rudi,
It gives me great pleasure to
confirm your offer of employment with Agere Systems. The following
outlines the key features of your offer:
Assignment
Your position as Executive
Vice President & General Manager, Storage Division reports
directly to Richard Clemmer, Chief Executive Officer. Your work
location is San Jose, California.
Compensation
Base
Salary
Your starting base
salary is $325,000 . Through our annual Performance
Management process at the end of the fiscal year, you will receive
an annual performance assessment, which will review your objectives
and recognize your accomplishments, as well as establish a
development plan and goals for the new fiscal year.
Sign-on
Bonus
As an added
incentive for you to join Agere, you are being offered a sign-on
bonus of $100,000 that will be paid as a lump sum in
your first paycheck. Please understand that this is considered
taxable income. Should you voluntarily resign, or be terminated for
cause within two years from your start date, you agree by accepting
this employment offer to promptly repay the full amount of all
hiring bonus monies paid to you by Agere.
Short-Term
Incentive Plan (STIP)
Agere's Short-Term
Incentive Plan (STIP) is a pay-for-performance bonus plan that is
based on company financial results and rewards individual
performance in the form of an annual bonus payout. The STIP
target for Officer level employees is 75 % of your
annual base salary. An employee's bonus will be determined by
company, business unit, and individual performance, as assessed
through our Year-End Performance Management process. The Plan is
designed to pay out cash bonuses annually, after the close of the
fiscal year, typically in December. The STIP award may be prorated
for your time on active payroll, based upon your hire date, within
the performance year.
Long-Term
Incentive Plan (LTIP)
You are eligible
to participate in Agere's New Hire Stock Option Plan. Therefore, we
will ask the Stock Awards Committee to award you a stock option
grant of 200,000 shares. This request will be made within
sixty (60) days from your start date, and the option price will be
equal to 100% of the market price on the first of the month
following the start date. The term of the option will be seven (7)
years with vesting over a four (4) year period from the date of the
grant. In addition, you will receive 100,000 Performance
Based Restricted Stock Shares.
Benefits
You are eligible
for the benefit programs available to all U.S. employees. For many
benefit plans, if you enroll on time, you and your dependents will
be covered retroactively to your start date. Information about your
benefits is available on “My Agere View” at
http://www.myagereview.com .
That’s where you will find the 2005 Benefits Summary ,
which describes most plan options and includes the
following:
Medical
Agere offers three
medical options that are designed to assist employees with varied
medical and financial needs. All are described on pages 4 and 5 of
the 2005 Benefits Summary , which you find on My Agere View.
You must enroll for medical benefits within 31 days of your start
date. Coverage is retroactive to the start date.
Dental, Vision
and Flexible Spending Accounts
Agere offers
dental and vision coverage to you and your eligible dependents. In
addition, you may also put asi
