exhibit10khatibzadeh.htm


    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.

     

    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 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:

     

               (a) 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.

     

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

     

                    (c) Indemnification
protection for any lawsuit brought against the Corporation as detailed in
Article VII, Section 4 of the Corporation 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.

     

    8. 

     

    (a)           It
is intended that this Agreement will comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines
promulgated thereunder (collectively, “Section 409A”), to the extent the
Agreement is subject thereto, and the Agreement shall be interpreted on a basis
consistent with such intent.  If an amendment of the Agreement is
necessary in order for it to comply with Section 409A, the parties hereto will
negotiate in good faith to amend the Agreement in a manner that preserves the
original intent of the parties to the extent reasonably possible.  No
action or failure to act pursuant to this Section 10 shall subject the
Corporation to any claim, liability, or expense, and the Corporation shall not
have any obligation to indemnify or otherwise protect Executive from the
obligation to pay any taxes, interest or penalties pursuant to Section
409A.

     

    (b)           Notwithstanding
any provision to the contrary in this Agreement, if Executive is deemed on the
date of his “separation from service” (within the meaning of Treas. Reg.
Section 1.409A-1(h)) with the Corporation to be a “specified employee”
(within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard
to any payment or benefit that is considered deferred compensation under Section
409A payable on account of a “separation from service” that is required to be
delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account
any applicable exceptions to such requirement), such payment or benefit shall be
made or provided on the date that is the earlier of (i) the expiration of the
six (6)-month period measured from the date of Executive’s “separation from
service,” or (ii) the date of Executive’s death (the “Delay
Period”).  Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to this Section 10 (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay)
shall be paid or reimbursed to Executive in a lump sum and any remaining
payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them
herein.  Notwithstanding any provision of this Agreement to the
contrary, for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of
employment, references to Executive’s “termination of employment” (and corollary
terms) with the Corporation shall be construed to refer to Executive’s
“separation from service” (within the meaning of Treas. Reg. Section
1.409A-1(h)) with the Corporation.

     

    (c)           With
respect to any reimbursement or in-kind benefit arrangements of the Corporation
and its subsidiaries that constitute deferred compensation for purposes of
Section 409A, except as otherwise permitted by Section 409A, the following
conditions shall be applicable: (i) the amount eligible for reimbursement,
or in-kind benefits provided, under any such arrangement in one calendar year
may not affect the amount eligible for reimbursement, or in-kind benefits to be
provided, under such arrangement in any other calendar year (except that the
health and dental plans may impose a limit on the amount that may be reimbursed
or paid), (ii) any reimbursement must be made on or before the last day of
the calendar year following the calendar year in which the expense was incurred,
and (iii) the right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit.  Whenever a payment under
this Agreement specifies a payment period with reference to a number of days
(e.g., “payment
shall be made within thirty (30) days after termination of employment”), the
actual date of payment within the specified period shall be within the sole
discretion of the Corporation.  Whenever payments under this Agreement
are to be made in installments, each such installment shall be deemed to be a
separate payment for purposes of Section 409A.

     

    


     

    
      	
              Signatures:

               

            	 
      
	
              /s/ Gilles
      Delfassy                                                                

              ANADIGICS,
      Inc.

              By:
      Gilles Delfassy

              President
      and CEO

            	
              /s/ Mohammad Ali Khatibzadeh

              Mohammad
      Ali Khatibzadeh

              Senior
      Vice President, General Manager of Wireless Business

            
	
              January 27,
      2009                                                                

            	
              January 27,
      2009                                                                

            
	
              Date

            	
              Date

            


    

    



    
      
        
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    ANNEX
A

     

    Change
In Control

     

    Change in
Control.  A Change in Control of the Corporation 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 Corporation, any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation, or any
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation), is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing more than 50% of the combined voting power of the
Corporation’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 Corporation 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 Corporation’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 Corporation’s stockholders approve a merger or
consolidation of the Corporation with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Corporation 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 Corporation or such surviving entity outstanding immediately
after such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction) in
which no “person” (as defined above) acquires more than 50% of the combined
voting power of the Corporation’s then outstanding securities, or (iv) the
stockholders of the Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by the Corporation of
all or substantially all of the Corporation’s assets.