Amendment to Employment Agreement - Thomas Shields


    Exhibit
      10.2

    


    AMENDMENT

    TO

    EMPLOYMENT
      AGREEMENT

     

    This
      Amendment dated as of November 7, 2005 (the “Amendment”)
      to the
      Employment Agreement, dated as of July 25, 2000, as amended as of May 4, 2005
      (the “Agreement”),
      by
      and between ANADIGICS, Inc., a Delaware corporation (the “Corporation”),
      and
      Thomas Shields (the “Executive”),
      is
      made and entered into by and between the Corporation and the Executive. Unless
      otherwise defined herein, capitalized terms have the same meanings as in the
      Agreement.

     

    WHEREAS,
      the Corporation may from time to time consider transactions that could result
      in
      a Change in Control of the Corporation;

     

    WHEREAS,
      the Board of Directors of the Corporation has determined that it is advisable
      and in the best interest of the Corporation to amend the Agreement to provide
      for the payment of certain compensation to the Executive in the event of the
      termination of his employment;

     

    WHEREAS,
      the Corporation and the Executive desire to amend the Agreement to reflect
      the
      intention of the Board of Directors as set forth herein.

     

    NOW,
      THEREFORE, in consideration of the mutual premises and agreements set forth
      herein, the Corporation and the Executive agree that the Agreement is hereby
      amended as follows:

     

    1.  Section
      3
      of the Agreement is amended by deleting such section in its entirety and
      replacing it with the following:

     

    “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 250% 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 a 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; (b)
      payment of the annual bonus (at 100% of target prorated for the number of
      complete months worked in the year), 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.”

     

    2.  This
      Amendment supplements and modifies the Agreement, and all of the terms,
      conditions and agreements therein contained are, to the extent not explicitly
      modified herein, hereby reaffirmed and agreed to and shall remain in full force
      and effect except as herein modified.

     

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by
      its
      duly authorized officer and the Executive has hereunto set his hand, each as
      of
      the day and year first written above.

     

    
      	 	 	 
	 	ANADIGICS,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Bamdad
              (Bami) Bastani
	 	
              
Name: 
               Bamdad (Bami) Bastani
	 	Title:  
              President and Chief Executive
              Officer


    

     

    
      	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              Shields
	 	
              
Name:
              Thomas Shields
	 	Title:  
              Senior Vice President and Chief Financial
              Officer