Amendment to Employment Agreement - Bami Bastani


    Exhibit
      10.1

    


    AMENDMENT

    TO

    EMPLOYMENT
      AGREEMENT

     

    This
      Amendment dated as of November 7, 2005 (the “Amendment”)
      to the
      Employment Agreement, dated as of September 17, 1998, as amended as of May
      4,
      2005 (the “Agreement”),
      by
      and between ANADIGICS, Inc., a Delaware corporation (the “Company”),
      and
      Bamdad (Bami) Bastani (the “Executive”),
      is
      made and entered into by and between the Company and the Executive. Unless
      otherwise defined herein, capitalized terms have the same meanings as in the
      Agreement.

     

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

     

    WHEREAS,
      the Board of Directors of the Company has determined that it is advisable and
      in
      the best interest of the Company to amend the Agreement to provide for the
      payment of certain compensation to the Executive in the event such a Change
      in
      Control is consummated;

     

    WHEREAS,
      the Company 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 Company and the Executive agree that the Agreement is hereby amended
      as follows:

     

    1.  Section
      VI.C(a) of the Agreement is amended by deleting such section in its entirety
      and
      replacing it with the following:

     

    “(a) an
      amount
      equal to 299% of the sum of (A) the highest annualized rate of his Base Salary
      in effect at any point during the twelve months preceding the date of
      termination of employment under this Agreement, plus (B) his bonus at a target
      of 110% of the highest annualized rate of his Base Salary in effect at any
      point
      during the twelve months preceding the date of termination of employment under
      this Agreement.”

     

    2.  Section
      VI.C(f) of the Agreement is amended by deleting such section in its entirety
      and
      replacing it with the following:

     

    “(f)
      immediate vesting of stock options and shares of restricted stock previously
      or
      hereafter granted to Executive under the Company’s 1995 Long Term Incentive and
      Share-Award Plan, 1997 Long Term Incentive and Share Award Plan for Employees
      and 2005 Long Term Incentive and Share Award Plan; Executive may exercise such
      options within twelve (12) months of the date of termination of
      employment.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.  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.

     

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     


    IN
      WITNESS WHEREOF, the Company 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/ Thomas
              Shields
	 	
              
Name:
              Thomas Shield
	 	Title: 
               Senior Vice President and Chief Financial
              Officer


    

     

     

    
      	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ Bamdad
              (Bami) Bastani
	 	
              
Name:
              Bamdad (Bami) Bastani
	 	Title:  President
              and Chief Executive Officer