THE
COMPANY'S COMMON STOCK IN ACCORDANCE WITH THE TERMS OF THE GLOBAL PLAN, AS THE
SAME MAY BE AMENDED FROM TIME-TO-TIME, AND ADC'S STANDARD FORM OF RSU AGREEMENT
TO BE ENTERED INTO BETWEEN YOU AND THE COMPANY.
THESE RSU'S WILL VEST OVER A
FOUR (4) YEAR PERIOD, WITH 25% OF THE GRANT VESTING AFTER THE LAPSE OF EACH FULL
YEAR FROM THE DATE OF GRANT.
THE EFFECTIVE DATE OF THE GRANT WILL BE THE LAST
BUSINESS DAY OF THE MONTH IN WHICH YOU BECOME AN EMPLOYEE OF ADC.
AS WITH YOUR
STOCK OPTIONS, VESTING IS CONDITIONAL ON YOUR CONTINUED EMPLOYMENT WITH ADC
DURING THE VESTING PERIOD, PROVIDED HOWEVER, THAT THE RSU'S GRANTED HEREBY SHALL
BECOME FULLY VESTED IF YOUR
2
EMPLOYMENT TERMINATES AFTER NOVEMBER 12, 2004 BY THE COMPANY WITHOUT "CAUSE" OR
BY YOU FOR "GOOD REASON," IN EACH CASE AS DEFINED IN THE KERP.
8.
KERP SEVERANCE PROVISIONS.
THE COMPANY
AND GENTEK ARE IN DISCUSSIONS ABOUT THE GENTEK INC. KEY EMPLOYEE RETENTION PLAN
("KERP").
REGARDLESS OF THE RESULT OF THOSE DISCUSSIONS, THE SEVERANCE BENEFITS
CURRENTLY AVAILABLE TO YOU AND THE CONDITIONS UNDER WHICH YOU MAY BE ENTITLED TO
SUCH SEVERANCE WILL BE MAINTAINED, EITHER DIRECTLY UNDER THE KERP OR UNDER A
COMPARABLE SEVERANCE PLAN TO BE ESTABLISHED BY THE COMPANY.
ANY SUCH PLAN
ESTABLISHED BY THE COMPANY WILL BE IN EFFECT UNTIL NOVEMBER 13, 2008.
IN EITHER
CASE, ANY POTENTIAL RIGHT TO "ENHANCED SEVERANCE" AS SET FORTH IN THE KERP
EXPIRES ON NOVEMBER 13, 2004.
PLEASE UNDERSTAND THAT WE DO NOT INTEND ANY
DUPLICATION OF SEVERANCE PAY BENEFITS ACROSS THE GENTEK KERP, ANY COMPARABLE
PLAN ADOPTED BY THE COMPANY OR ANY OTHER SEVERANCE PAY MAINTAINED BY THE
COMPANY.
ACCORDINGLY, UNDER NO CIRCUMSTANCES WOULD YOU BE ENTITLED TO SEVERANCE
PAYMENTS UNDER MORE THAN ONE SUCH PLAN.
9.
NO "GOOD REASON" TO RESIGN.
BY
ACCEPTING THIS LETTER AGREEMENT, YOU EXPRESSLY AGREE THAT THE TERMS OF
EMPLOYMENT, INCLUDING YOUR INITIAL POSITION, OFFERED IN THIS AGREEMENT ARE
SATISFACTORY TO YOU AND THE CHANGES IN THE TERMS AND CONDITIONS OF YOUR
EMPLOYMENT CONTEMPLATED HEREBY SHALL NOT CONSTITUTE "GOOD REASON" FOR A
VOLUNTARY RESIGNATION UNDER THE KERP AND SHALL NOT GIVE RISE TO YOUR RIGHT TO
RECEIVE ANY SEVERANCE PAYMENT UNDER THE KERP OR ANY COMPARABLE PLAN ADOPTED BY
THE COMPANY.
YOU ARE NOT FORFEITING YOUR RIGHT TO RESIGN FOR GOOD REASON AS SET
FORTH IN THE KERP IF THERE ARE FUTURE CHANGES FROM YOUR INITIAL POSITION WITH
THE COMPANY THAT CONSTITUTE GOOD REASON AS DEFINED IN KERP, WHICH DEFINITION
WILL BE EXPRESSLY ADOPTED INTO ANY COMPARABLE COMPANY PLAN.
10.
NON-SOLICITATION AND NON-HIRE.
YOU AGREE
THAT, FOR A PERIOD OF ONE (1) YEAR AFTER TERMINATION OF YOUR EMPLOYMENT UNDER
ANY CIRCUMSTANCES, YOU SHALL NOT DIRECTLY OR INDIRECTLY:
(A) HIRE OR ATTEMPT TO
HIRE FOR EMPLOYMENT ANY PERSON WHO IS EMPLOYED BY THE COMPANY OR ITS AFFILIATES,
OR ATTEMPT TO INFLUENCE ANY SUCH PERSON TO TERMINATE EMPLOYMENT WITH THE COMPANY
OR ITS AFFILIATES; (B) INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF THE COMPANY
OR