ITS AFFILIATES TO WORK FOR, RENDER SERVICES TO, PROVIDE ADVICE TO, OR SUPPLY
CONFIDENTIAL BUSINESS INFORMATION OR TRADE SECRETS OF THE COMPANY OR ITS
AFFILIATES TO ANY THIRD PERSON, FIRM OR CORPORATION; OR (C) INDUCE OR ATTEMPT TO
INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE, LICENSOR OR OTHER BUSINESS RELATION OF
THE COMPANY TO CEASE OR REDUCE DOING BUSINESS WITH THE COMPANY OR ITS
AFFILIATES, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, OR OTHER BUSINESS RELATION OF THE
COMPANY OR ITS AFFILIATES.
You agree that your breach of the non-solicitation, non-hire restrictions will
cause the Company irreparable harm which would not be adequately compensated by
monetary damages and that an injunction may be granted by any court or courts
having jurisdiction, restraining you from breaches of those terms.
11.
CONDITIONS.
THIS LETTER SHALL BE LEGALLY
BINDING UPON MUTUAL EXECUTION AND DELIVERY BY THE COMPANY AND YOU, SUBJECT TO
THE FOLLOWING CONDITIONS:
(A) RECEIPT OF APPROVAL OF THE MATERIAL TERMS OF THIS
AGREEMENT BY THE COMPENSATION COMMITTEE OF ADC'S BOARD OF DIRECTORS, WHICH
APPROVAL SHALL BE SOUGHT PRIOR TO THE EXECUTION OF THE ACQUISITION AGREEMENT
BETWEEN ADC AND GENTEK; AND (B) THE EFFECTIVE DATE OF EMPLOYMENT UNDER THE TERMS
OF THIS AGREEMENT SHALL NOT COMMENCE UNTIL THE DATE OF CLOSING OF THE
TRANSACTION.
IF THE ACQUISITION AGREEMENT IS TERMINATED FOR ANY REASON PRIOR TO
THE CLOSING OF THE
3
TRANSACTION, THIS LETTER AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL
HAVE ANY OBLIGATION TO THE OTHER BY REASON OF THIS AGREEMENT.
12.
REQUIRED DISCLOSURES.
AS A PUBLICLY-HELD
COMPANY, ADC MAY HAVE CERTAIN DISCLOSURE OBLIGATIONS WITH RESPECT THE TERMS OF
YOUR COMPENSATION AND EMPLOYMENT.
YOU ACKNOWLEDGE AND AGREE THAT ADC MAY MAKE
SUCH DISCLOSURES REGARDING THIS INFORMATION AS IT DEEMS APPROPRIATE UNDER
APPLICABLE LAWS, HOWEVER THE COMPANY WILL PROVIDE YOU NOTICE PRIOR TO ANY SUCH
DISCLOSURE BEING MADE TO ANY PARTY OUTSIDE OF THE COMPANY.
13.
ENTIRE AGREEMENT.
THIS LETTER AGREEMENT AND
THE SERVICE AGREEMENT, EXCEPT AS MODIFIED HEREIN, CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN YOU AND THE COMPANY, ITS AFFILIATES AND/OR SUBSIDIARIES, WITH
RESPECT TO THE MATTERS ADDRESSED HEREIN, INCLUDING WITH RESPECT TO COMPENSATION
AND TERMINATION, AND AT CLOSING WILL SUPERCEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS WITH RESPECT TO THE MATTERS ADDRESSED HEREIN.
YOU ACKNOWLEDGE
THAT THERE HAVE BEEN NO OTHER REPRESENTATIONS OR AGREEMENTS OTHER THAN AS STATED
IN THIS LETTER AGREEMENT RELATED TO THE TERMS AND CONDITIONS OF YOUR EMPLOYMENT
AND/OR THE TERMINATION THEREOF.
THIS LETTER AGREEMENT MAY BE CHANGED ONLY BY AN
AGREEMENT IN WRITING SIGNED BY BOTH YOU AND THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY.
IF ANY COURT OR COMPETENT AUTHORITY DEEMS ANY PORTION OF THIS
AGREEMENT UNENFORCEABLE, SUCH UNENFORCEABLE PORTION SHALL BE SEVERED OR MODIFIED
TO PERMIT ENFORCEMENT TO THE MAXIMUM EXTENT ALLOWABLE.
IN THE EVENT THAT THE
TRANSACTION DOES NOT OCCUR, THIS LETTER AGREEMENT IS NULL AND VOID.
By your signature below, you acknowledge that you have read, understood, and
agreed to the terms set forth in this Letter