Exhibit 10.1
Mr. Ron
Michels
January 27,
2009
Senior Vice
President and General Manager of Broadband Business
Subject: Employment
Agreement
Dear
Ron,
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 Ron Michels, an executive employee of
the Corporation, and replaces in all respects the employment
agreement between the Corporation and Ron Michels, 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 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.
