exhibit10-rosenzweig.htm


    Exhibit
10.1

                                                     July 3, 2008

     

     

    Ronald
Rosenzweig

    [Address]

    


    Subject:
Employment
Agreement

    


    Dear
Ron;

    


    This is
to confirm the Employment Agreement with you with the following terms and
conditions:

    


    
      	
               
      1.

            	
              For
      the period commencing as of 3 July 2008 through 3 July 2009 you will be
      employed as a Non-Executive
Employee.

            


    

    


    
      	
               
      2.

            	
              Your
      base salary compensation shall be at the annual rate of $110,000 paid
      biweekly.

            


    

    


    
      	
               
      3.

            	
              You
      hereby agree to devote 25% of your time to your duties as a Non-Executive
      employee of the Company during the term of this Agreement as directed by
      the CEO.

            


    

    


    
      	
               
      4.

            	
              During
      your employment under this Agreement you shall remain eligible to receive
      such health and insurance benefits as are generally provided to executive
      officers of the Company as determined from time to time by the
      Board.

            


    

    


    
      	
               
      5.

            	
              In
      the event the Company terminates your employment hereunder without “Cause”
      (as defined below), you shall be entitled to: (a) an amount equal to your
      annual salary set forth in paragraph 2 above, such payment to be paid to
      you within thirty (30) days of termination of your employment; (b) any
      annual salary earned but not yet paid; (c) reimbursement for out-of-pocket
      expenses, properly reimbursable, that have been incurred but not yet
      reimbursed; (d) continuation of your and your dependents’ health benefits,
      if any, at the level in effect on the date of termination through the
      earlier to occur of (i) twenty-four (24) months from such termination
      of employment or (ii) the date you commence employment with another entity
      which provides you with comparable benefits; and (e) the immediate vesting
      of any stock options or restricted stock you hold; you may exercise such
      stock options within twelve (12) months following the date of termination
      of your employment.

            


    

    


    
      	
               
      

            	
              For
      purposes of this Agreement “Cause” shall
mean:

            


    

    
      	
               
      

            	
              (i)

            	
              Unauthorized
      use or disclosure of the confidential information or trade secrets of the
      Company;

            


    

    
      	
               
      

            	
              (ii)

            	
              Conviction
      of, or a plea of “guilty” or “no contest” to, a felony under the laws of
      the United States or any state
thereof;

            


    

    
      	
               
      

            	
              (iii)

            	
              Embezzlement
      or misappropriation of the assets of the Company;
  or

            


    

    
      	
               
      

            	
              (iv)

            	
              
                Misconduct
      or gross negligence in the performance of duties assigned to you as a
      Non-Executive employee.

              

            


    

    
 

    
      	
               
      6.

            	
              In
      the event you voluntarily terminate your employment with the Company or in
      the event your employment hereunder is terminated by the Company for
      “Cause” as defined in paragraph 5 hereof you shall be entitled to (a) any
      annual salary earned but not yet paid to the date of your termination; and
      (b) reimbursement of out of pocket expenses that have been incurred but
      not reimbursed.

            


    

    


    
      	
               
      7.

            	
              You
      hereby agree for a period of two years following termination of your
      employment with the Company that you will not directly or indirectly (i)
      encourage or solicit any officer or employee of the Company or any of its
      subsidiaries to leave the employ of such entity; (ii) that you will not,
      directly or indirectly, as principal, partner, director, employee or
      consultant engage in any activities in the geographic area of the
      Company’s and its subsidiaries’ operations if such activities are in
      direct competition with businesses that are currently being conducted by
      the Company and its subsidiaries.

            


    

    


    
      	
               
      8.

            	
              You
      recognize and acknowledge that, by reason of your employment with the
      Company, you may have acquired, and will acquire, information of a
      proprietary, confidential, or secret nature regarding the Company and its
      subsidiaries and their respective businesses and operations, including but
      not limited to, information concerning trade secrets, know-how, software,
      data processing systems, inventions, designs, processes, formulas,
      notations, improvements, financial information, business plans, prospects,
      referral sources, lists of suppliers and customers and other information
      with respect to the affairs, business, customers, agents or other business
      relationships of the Company and its subsidiaries, (the “Confidential
      Information”). You hereby agree to hold in a fiduciary capacity for the
      benefit of the Company, all Confidential Information relating to the
      Company and any of its subsidiaries and their respective businesses, which
      shall have been obtained by you during your employment by the Company. You
      hereby agree that you will not, during or for three (3) years after your
      employment with the Company, disclose the Confidential Information, or any
      part thereof, to any person, firm, corporation, association or other
      entity for any reason or purpose whatsoever. Notwithstanding the
      foregoing, the provisions of this paragraph 8 shall not apply to
      Confidential Information which (a) becomes or is generally available to
      the public (other that by your acts or the acts of your representatives);
      (b) becomes known to you on a non-confidential basis from a source other
      than the Company, provided that such source is not bound by a
      confidentiality agreement with or other obligation of secrecy to the
      Company; or (c) you are required to disclose in a judicial,
      administrative or governmental proceeding (any such proceeding, a “Legal
      Proceeding”). In the event you are required to disclose Confidential
      Information in a Legal Proceeding, you shall provide the Company with
      prompt notice of such request so that the Company may timely seek an
      appropriate protective order or waive compliance with this paragraph
      8.

            


    

    


    
      	
               
      9.

            	
              You
      and the Company hereby agree that on the Effective Date this Employment
      Agreement supersedes and replaces the letter agreement dated 1 June 1999
      and all amendments and extensions of that Agreement, between you and the
      Company which letters shall be of no further effect on and after the
      effective date.

            


    

    


    Very
truly yours,

    


    ANADIGICS,
Inc.

    


    By: /s/
Bami Bastani

    


    Bami
Bastani

    President
and Chief
Executive Officer

    


    Accepted
and Agreed to as of

    the date
first above written.

    


    /s/Ronald
Rosenzweig

    


    Ronald
Rosenzweig