Exhibit 10.2


     

    Exhibit
      10.2

    
 

    
      	
              Mr.
                Ali Khatibzadeh

              VP,
                Wireless PA

            	
              25
                July 2000, as amended by January 17, 2006

              amendment
                of paragraph 3

               

            


    

     

    Subject:
      Employment
      Agreement

     

    Dear
      Ali,

     

    The
      Board
      of Directors discussed in February and approved on 24 May 2000 entering into
      employment agreements with the executives of the Company. This agreement is
      made
      and entered into effective as of the 25th
      day of
      July 2000, by and between ANADIGICS, Inc. a Delaware corporation (the
“Corporation”), and Ali Khatibzadeh, an executive employee of the
      Corporation.

     

    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 you are 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 150% 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 90% 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; (b) payment of the semi-annual bonus (at 100% of target
                prorated for the number of months worked in that period), to be paid
                within thirty (30) days from 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 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 Company and the Executive at the time of termination
      of
      employment.

     

    
      	4.  	 


    

     

    
      	(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 unauthorized third party.
                This
                includes but is not limited to information related to technology,
                intellectual property, strategic business plans, transformation
                initiatives, suppliers, and clients. Your dealings with suppliers
                and
                clients must always be managed in the best interest of the Corporation.
                Any confidential information you are a party to may only be used
                in the
                interest of the Corporation in the context of the
                

            


    

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    Corporation’s
      legitimate relationships with suppliers, clients and any authorized third party.
      Such information must not be used for any other purpose, including personal
      gain. In addition, you are reminded of the restrictions and conditions of
      employment described in the Proprietary Information Agreement signed by you
      and
      on file in the Human Resources Department. Any breach of confidentiality will
      subject you to immediate termination.

     

    
      	(d)  	
              Failure
                to comply with the provisions of this Section 4 shall subject you
                to the
                immediate termination of any of your unexercised stock
                options.

            


    

     

    
      	5.  	
              The
                following additional new benefits are provided to the executive employee
                as part of this agreement:

            


    

     

    Ø
      A
      confidential annual physical exam through the Corporation’s contracted vendor,
      Executive Health Group. The physical exams are scheduled during the executive’s
      month of birth each year at no cost to the executive.

     

    Ø
      In order
      to provide for financial peace of mind, an allowance of up to $2,000 per year
      for financial planning.

     

    Ø
      A monthly
      health club allowance of up to $200 per month.

     

    Ø
      Indemnification protection for any lawsuit brought against the Company as
      detailed in Article VII, Section 4 of the Company bylaws.

     

    
      	6.  	
              Confidentiality:
                The terms and conditions of this Agreement are to be private and
                confidential, and you agree not to disclose any of these terms and
                conditions to any person except your spouse, your attorney or your
                tax
                advisor, unless disclosure is necessary to carry out the terms of
                this
                Agreement, or to supply information to any taxing authority, or is
                otherwise required by law.

            


    

     

    
      	7.  	
              Disputes:
                You agree that any dispute or claim with respect to any provision
                of this
                agreement or your employment must be presented to the Chief Executive
                Officer within three (3) months of the
                occurrence.

            


    

     

    Signatures:

     

    
      	
              /s/
                Bami Bastani        

            	
              /s/
                Ali Khatibzadeh        

            
	
              Bami
                Bastani

            	
              Ali
                Khatibzadeh

            
	
              President
                and CEO

               

            	
              VP,
                Wireless PA

               

            
	
              January
                1, 2006        

            	
              January
                17, 2006        

            
	
              Date

               

            	
              Date

               

            


    

    


     

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    ANNEX
      A

     

    Change
      In Control

     

    Change
      in Control.
      A Change
      in Control of the Company shall be deemed to have occurred if (i) any
“Person” as such term is used in Section 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company,
      any trustee or other fiduciary holding securities under an employee benefit
      plan
      of the Company, or any corporation owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportions as their
      ownership of stock of the Company), is or becomes the “beneficial owner” (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities of the Company representing more than 50% of the combined voting
      power of the Company’s then outstanding securities, (ii) during any
      12-month period (not including any period prior to the execution of this
      Agreement), individuals who at the beginning of such period constituted the
      Board, and any new director (other than a director designated by a person who
      has entered into an agreement with the Company to effect a transaction described
      in subclauses (i), (iii) or (iv) of this paragraph) whose election by the Board
      or nomination for election by the Company’s stockholders was approved by a vote
      of at least 66 2/3% of the members of the Board then still in office who either
      were directors at the beginning of the period or whose election or nomination
      for election was previously so approved, cease for any reason to constitute
      at
      least a majority thereof, (iii) the Company’s stockholders approve a merger
      or consolidation of the Company with any other corporation, other than
      (A) a merger or consolidation which would result in the voting securities
      of the Company outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting securities
      of
      the surviving entity) more than 50% of the combined voting power of the voting
      securities of the Company or such surviving entity outstanding immediately
      after
      such merger or consolidation or (B) a merger or consolidation effected to
      implement a recapitalization of the Company (or similar transaction) in which
      no
“person” (as defined above) acquires more than 50% of the combined voting power
      of the Company’s then outstanding securities, or (iv) the stockholders of
      the Company approve a plan of complete liquidation of the Company or an
      agreement for the sale or disposition by the Company of all or substantially
      all
      of the Company’s assets.