Exhibit 10.2
Mr. M. Ali
Khatibzadeh
January 27,
2009
Senior Vice
President, General Manager of Wireless Business
Subject: Employment
Agreement
Dear
Ali,
The Board of Directors discussed in January and
approved on January 15, 2009 entering into new employment
agreements with the executives of ANADIGICS, Inc., a Delaware
corporation (the “Corporation”). This
agreement is made and entered into effective as of the 27th day of
January 2009, by and between the Corporation and Mohammad Ali
Khatibzadeh, an executive employee of the Corporation, and replaces
in all respects the employment agreement between the Corporation
and Mohammad Ali Khatibzadeh, dated as of July 25, 2000, as amended
from time to time.
In order for the Corporation to attract and
retain as executives and officers the most capable persons
available, the Corporation and executive employee do hereby agree
as follows:
1. Employment with
the Corporation is at-will and may be terminated at any time with
or without cause or notice by the executive employee or the
Corporation. No person is authorized to provide any
employee with an employment contract or special arrangement
concerning terms or conditions of employment unless the contract or
arrangement is in writing and signed by the Chief Executive Officer
of the Corporation.
2. In addition to the
provisions set forth in this document, the executive
employee’s employment will be governed by the policies and
procedures outlined in the Employee Handbook, as amended from time
to time.
3. In the event your
employment with the Corporation is 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 200% 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 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, to be paid on the date that is sixty (60) days after the
date of termination of your employment under this Agreement; (b)
payment of the semi-annual bonus (at 100% of target prorated for
the number of months worked in that period), to be paid on the date
that is sixty (60) days after 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 any stock or stock option plan of the Corporation, including
but not limited to, 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.
Payment of any compensation and benefits under
your Employment Agreement as amended is contingent upon execution
of the ANADIGICS standard Separation and Release Agreement between
the Corporation and the Executive which shall be executed and
delivered to the Corporation on or before the date that is 50 days
following the date of termination of employment.
(a) During your employment with the
Corporation, you may not perform any work for any company that
competes with us in the manufacture and sales of RF integrated
circuits in the wireless, cable and broadband, or fiber optics
markets, whether directly or indirectly. This includes
any business set up on your own or by you with
others. You must disclose any intention to engage in any
form of business activity outside your activities with the
Corporation to the Chief Executive Officer, which must be approved
in writing prior to commencement of those activities.
(b)
For a
period of twelve (12) months after termination of your employment
with the Corporation, either by the Corporation or by your
resignation, you agree not to hire, solicit to hire, or be involved
in the solicitation of any employees of the Corporation or any of
its subsidiaries.
(c)
During and after your employment with the Corporation you are
required to protect the confidentiality of information you use or
become party to. You may not disclose confidential
information to any unau
