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| ADCT > SEC Filings for ADCT > Form 8-K on 1-Jul-2009 | All Recent SEC Filings |
1-Jul-2009
Entry into a Material Definitive Agreement
On July 1, 2009 we entered into an extension and amendment to the existing employment agreement with our Chairman, President and Chief Executive Officer, Robert E. Switz (the "Extension"). The extension of the term of the existing agreement reflects our Board's desire to provide stability in the direction and management of ADC through a challenging economic environment. It also reflects our Board's intent to act proactively in the area of succession planning in response to the prospect of the eventual future retirement of Mr. Switz, currently age 62.
Mr. Switz has agreed with the Board to remain with ADC at least until the end of 2011 or, if sooner, until the end of a transition period following the appointment of a successor CEO. Through continued performance as CEO for the agreed period under the Extension, Mr. Switz would earn the right to receive a one-time payment and acceleration of equity compensation awards that have not previously vested at the time of retirement.
Among other things, the Extension also clarifies provisions of the existing employment agreement regarding the calculation of the amount of the payment to which Mr. Switz would be entitled in the case of (i) termination by the company without cause; (ii) termination by Mr. Switz for good reason; or (iii) Mr. Switz' retirement. Specifically, under these circumstances, the amount of the one-time payment is now stated as a specific dollar amount rather than an amount derived from a formula driven calculation.
All of the terms of the Extension can be found in the form of the Second Amendment to Employment Agreement filed as Exhibit 99.1 to this Form 8-K, which is incorporated by reference herein.
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