Looking for an agreement? Search from over 1 million agreements now.
Home > Agreement Preview

Special Termination Agreement Barger/reno

This is an actual contract by Acterna.

Agreement Preview
Sectors: Electronics and Miscellaneous Technology
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: April 01, 1990
Search This Document
Exhibit 10(2) FORM FOR MESSRS. BARGER
RENO AND HERTZ


SPECIAL TERMINATION AGREEMENT


AGREEMENT made as of the 1st day of April, 1990 by and between Dynatech Corporation, a Massachusetts corporation (the "Company"), and ____________, an individual presently employed by the Company in the capacity of _____________________ (the "Executive").


1. PURPOSE. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services to be rendered by the Executive to the Company and other good and Valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company, the Company is willing to provide, subject to the terms of this Agreement, certain severance benefits to protect the Executive from the consequences of a Terminating Event (as defined in Section 3) occurring subsequent to a Change in Control.


2. Change in Control. A "Change in Control" shall be deemed to have occurred in any one of the following events:


(i) when any "person" (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a) becomes a "beneficial owner" (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) (other than
the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company), directly or indirectly, of, or announces an intention to make
a tender offer for, securities of the Company representing fifteen
percent (15%) or more of the total number of votes that may be cast for
the election of directors of the Company, and the Board of Directors of
the Company has not consented to such event by a two-thirds Vote of all
of the members of such Board of Directors adopted either prior to such
event or within ninety (90) days thereafter, except that if at the time
such a consent vote is adopted after such event, the persons who were
directors of the Company immediately prior to such event do not
constitute two-thirds of the Board of Directors of the Company such
vote shall not be deemed to constitute consent for the purposes of this
Agreement; or (b) commences or announces an intention to commence a
proxy contest to seat or unseat two or more persons as directors;


(ii) persons who, as of the date of execution of this
Agreement, constituted the Company's Board of Directors (the "Incumbent
Board") cease for any reason, including without limitation as a result
of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of the Board, provided that any person
becoming a director of the Company subsequent to the date of execution
of this Agreement whose election was approved by at least a majority of
the directors then comprising the Incumbent Board shall, for purposes
of this Agreement, be considered a member of the Incumbent Board;


(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (a)
a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 15% of the
combined voting power of the Company's then outstanding securities; or


(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity of which less than 50% of the outstanding voting
securities are held by the Company or its stockholders.


3. TERMINATING EVENT. A "Terminating Event" shall mean any of the events provided in this Section 3 occurring subsequent to a Change in Control as defined in Section 2:


(a) termination by the Company of the employment of the Executive with the Company for any reason other than (i) death, (ii) an act of deliberate dishonesty with respect to any matter involving the Company or any subsidiary or affiliate as to which the Executive did not act in good faith in the reasonable belief that such action was in the best interests of the Company and its subsidiaries and affiliates, or (iii) conviction of the Executive of a crime involving moral turpitude; or


(b) resignation of the Executive from the employ of the Company, while the Executive is not receiving payments or benefits from the Company by reason of the Executive's disability, subsequent to the occurrence of any of the following events:


(i) a significant change, not consented to by the Executive,
in the nature or scope of the Executive's responsibilities,
authorities, powers, functions or duties from the responsibilities,
authorities, powers, functions or duties exercised by the Executive
immediately prior to the Change in Control; or


(ii) a determination by the Executive that, as a result of a
Change in Control, he is unable to exercise the responsibilities,
authorities, powers, functions or duties exercised by the Executive
immediately prior to such Change in Control; or


(iii) a reduction in the Executive's annual base salary as in
effect on the date hereof or as the same may be increased from time to
time except for across-the-board salary reductions similarly affecting
all management personnel of the Company and all management personnel of
any person in control of the Company; or


(iv) the failure by the Company to pay to the Executive any
portion of his current compensation or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company within seven (7) days of the date
such compensation is due; or


(v) the failure by the Company to continue in effect any
material compensation, incentive, bonus or benefit plan in which the
Executive participates immediately prior to the Change in Control,
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan, or the
failure by the Company to continue the Executive's participation
therein (or in such substitute or alternative plan) on a basis not
materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to
other participants, as existed at the time of the Change in Control; or


(vi) the failure by the Company to continue to provide the
Executive with benefits substantially similar to those
available to the Executive under any of the life insurance,
medical, health and accident, or disability plans or any other
material benefit plans in which the Executive was


participating at the time of the Change in Control, or the
taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits, or the
failure by the Company to provide the Executive with the
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  54.161.31.247