Exhibit 10.1
Glenayre Technologies, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Glenayre Electronics, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
November 6, 2006
Xx. Xxxxx Xxxxxxx
00 Xxxxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxxxx
Dear Xxx:
Reference is hereby made to that certain letter agreement dated as of May 9,
2005 (the "Employment Agreement") by and between Glenayre Electronics, Inc.
("Glenayre") and yourself. This letter agreement (the "Amendment") is intended
to supplement certain terms of the Employment Agreement, as more fully set forth
below. Capitalized terms used herein and not otherwise defined shall have the
meaning given to such terms in the Employment Agreement.
1. Agreement. Notwithstanding any provision to the contrary contained in the
Employment Agreement, Glenayre, Glenayre Technologies, Inc. (the "Parent
Company") and you hereby agree as follows:
(a) Commencing as of November 10, 2006 (the "Effective Date") and
continuing for so long as the Employment Agreement remains in effect
(unless this Amendment is sooner terminated as provided herein), in
addition to your role as President and Chief Executive Officer of the
Company, you will serve as the President and Chief Executive Officer
of each of Glenayre and the Parent Company to perform such duties as
may be reasonably requested of you by the board of directors of the
Parent Company from time to time. As more fully described in paragraph
3 below, solely with respect to your status or duties as President and
Chief Executive Officer of each of Glenayre and the Parent Company
(and not with respect to your status or duties as President and Chief
Executive Officer of the Company or the parties' relative rights and
obligations under the Employment Agreement), your status shall be as
an employee-at-will. Xxxxxx X. Xxxxxx ("Xxxxxx"), the current Chief
Executive Officer of Glenayre and the Parent Company, will resign from
such positions effective as of the Effective Date.
(b) The Chief Financial Officer of the Parent Company will report directly
to you in your capacity as President and Chief Executive Officer of
the Parent Company.
(c) The Chief Acquisitions Officer of the Parent Company will report
directly to you with respect to all corporate development matters, in
your capacity as President and Chief Executive Officer of the Parent
Company; provided, that with respect to any ongoing or future mergers,
acquisitions, dispositions or related transactions involving the
Parent Company, the Company or any of their respective affiliates, the
Chief Acquisitions Officer of the Parent Company will continue to
report directly to Xxxxxx.
(d) Except as noted above, all other employees and officers of the Parent
Company, Glenayre and the Company shall continue to report to their
respective supervisors in the ordinary course of business in a manner
consistent with past practice, subject to your role as the most senior
executive officer of the Parent Company and its affiliates taken as a
whole.
2. No Other Amendments. Except for the agreements expressly set forth and
referred to in paragraph 1 above, the Employment Agreement shall remain
unchanged and in full force and effect in accordance with its terms. For
the avoidance of doubt, you hereby acknowledge and agree that the
appointments set forth in paragraph 1 above do not involve a change in your
compensation. This Amendment has been submitted to and approved by the
Company's board of directors in conformity with and in the manner required
under the Employment Agreement and has been submitted to and approved by
the board of directors of each of Glenayre and the Parent Company,
respectively.
3. Termination of Agreement. Your positions and duties as President and Chief
Executive Officer of each of Glenayre and Parent Company under the terms
and provisions of this Amendment shall automatically terminate upon the
consent of a majority of the members of the board of directors of the
Parent Company. Such termination may be for any reason whatsoever, or for
no reason at all, and shall be effective immediately upon provision of
notice of such termination to you by the Parent Company, without any action
on the part of yourself. Effective immediately upon the provision of such
notice, the terms and provisions of this Amendment shall automatically
terminate and the terms and provisions of the Employment Agreement
(including without limit your position and duties as President and Chief
Executive Officer of the Company) shall remain in full force and effect, as
if the parties hereto had not entered into this Amendment. For the
avoidance of doubt, in no event shall your positions and duties as
President and Chief Executive Officer of each of Glenayre and Parent
Company under the terms and provisions of this Amendment or termination of
this Amendment be considered Good Reason or Cause under the Employment
Agreement.
4. Effect on Employment Agreement. Upon the Effective Date and subject to the
termination provisions of paragraph 3 above, each reference in the
Employment Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Employment Agreement, shall mean and be a
reference to the Employment Agreement as amended hereby.
5. Severability. If any provision of this Amendment or the application thereof
to any Person or circumstance shall be held invalid or unenforceable to any
extent by any court of competent jurisdiction, the remainder of this
Amendment and the application of such provision to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.
6. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which together constitute
one instrument. Counterparts of this Amendment (or applicable signature
pages hereof) that are manually signed and delivered by facsimile
transmission shall be deemed to constitute signed original counterparts
hereof and shall bind the parties signing and delivering in such manner.
7. Entire Agreement. This Amendment sets forth the complete agreement and
entire understanding among the parties with respect to your positions as
President and Chief Executive Officer of each of Glenayre and Parent
Company and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to your positions as President and Chief Executive Officer of each
of Glenayre and Parent Company in any way.
8. Construction. This Amendment has been negotiated by the parties hereto and
their respective legal counsel, and legal or equitable principles that
might require the construction of this Amendment or any provision of this
Amendment against the party drafting this Amendment shall not apply in any
construction or interpretation of this Amendment.
9. Waivers and Amendments. Except as specifically set forth in paragraph 3 of
this Amendment, this Amendment shall not be amended, modified, altered or
supplemented, and the enforcement of any provision hereof shall not be
waived, other than by means of a written instrument duly executed by each
of the parties hereto.
10. Governing Law; Venue; Waiver of Jury Trial. This Amendment, the rights and
obligations of the parties hereto, and any claims or disputes relating
thereto, shall be governed by and construed under and in accordance with
the laws of the State of New York, excluding the choice of law rules
thereof. The parties hereto hereby consent to jurisdiction in the federal
and state courts sitting in the Borough of Manhattan, City of New York,
State of New York in any action, suit or proceeding to enforce the terms of
this Agreement. Each party hereto waives any right such party may have to a
jury trial in connection with any such action, suit or proceeding.
11. Public Disclosure. The parties hereto acknowledge and agree that the terms
and provisions of this Amendment will be publicly disclosed pursuant to the
disclosure requirements of the rules and regulations of the Securities and
Exchange Commission and the NASDAQ.
GLENAYRE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman and CEO
GLENAYRE ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: CEO
Agreed to and accepted this 6th day of November, 2006:
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
