exv10w74
Exhibit 10.74
April 12, 2011
Anthony Kobrinetz
2156 Ivy Ridge Drive
Hoffman Estates, Illinois 60192
Subject: Severance Benefits
Dear Tony:
The offer letter that PCTEL, Inc. (Company) and you (Employee) signed in March, 2010 provides
that any changes, additions or modifications to the terms of your employment can only be made in
writing signed by both parties. I am pleased to extend to you the below severance benefits which
were approved by PCTEL, Inc.s Board of Directors on or about March 15, 2011, and which will become
effective upon your written acceptance of this letter.
(a) Termination by Company Without Cause and Apart From Change of Control. If, either prior
to the occurrence of a Change of Control or after the twelve (12) month period following a Change
of Control, Employees employment is terminated (A) involuntarily by the Company for reasons other
than Cause, death or Disability, or (B) by Employee pursuant to a Voluntary Termination for Good
Reason, then Employee shall be entitled to receive the following benefits from the Company:
(i) Salary Continuation. Employee shall continue to receive Employees then current
Base Salary for a period of twelve (12) months following Employees termination of employment by
the Company for reasons other than Cause. All such severance payments shall be paid in accordance
with the Companys normal payroll practices. Such continuation of Employees Base Salary shall be
in lieu of any and all other benefits which Employee is entitled to receive on the date of
Employees termination of employment pursuant to any Company severance and benefit plans and
practices or pursuant to other agreements with the Company. Employee shall not be entitled to
pro-rated payment of an annual bonus.
(ii) Benefits. Provided that Employee elects continuation coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), within the time
period prescribed pursuant to COBRA, the Company will reimburse Employee for the COBRA premiums
for continued health (i.e., medical, dental and vision) coverage for Employee and Employees
eligible dependents, in the same proportion and for the same level of coverage as the Company
paid/provided for Employees health care coverage while Employee was employed by the Company,
until the earlier of (A) twelve (12) months following the date of Employees termination by the
Company for reasons other than Cause (the Termination Date), and (B) the date upon which
Employee or Employees dependents become covered under another employers group health, dental and
vision insurance benefit plans. If Employee has not become covered under another employers
group health, dental and vision insurance benefit plans on or by eighteen (18) months following
the Termination Date, Employee may independently obtain health, dental and vision insurance
benefits comparable in the aggregate in scope and coverage to that provided by the Company to
Employee immediately prior to the Termination Date. In such event, the Company shall reimburse
Employee for the cost of the premiums paid for such benefits, however, not to exceed the cost of
the premiums for the COBRA coverage referenced above, until the earlier of (i) six (6) months
following the expiration of the twelve (12) month period referenced above, and (ii) the date upon
which Employee or Employees dependents become covered under another employers group health,
dental and vision insurance benefit plans. For purposes of Title X of COBRA, the date of
the qualifying event for Employee and his or her dependents shall be the
Termination Date.
(iii) Partial Accelerated Vesting. All equity awards from the Company then
held by Employee shall partially accelerate, or if Employee is then holding unvested shares,
Companys right to repurchase the then-unvested shares under each such equity award shall
partially lapse, with respect to the number of shares under each such award that would have become
vested or been released from such repurchase right under each respective equity award if
Employees employment with the Company had continued for an additional twelve (12) months
following Employees effective termination date for reasons other than Cause.
(b) Termination Following a Change of Control. If Employees employment is terminated
within twelve (12) months following a Change of Control, the severance and other benefits to which
Employee is entitled, if any, shall be governed by the Management Retention Agreement (as amended
and restated) (which includes the definition of Change of Control).
(c) Other Termination. If Employees employment is terminated by the Company for Cause, or
by Employee for any reason, including death or Disability but other than pursuant to a Voluntary
Termination for Good Reason, then Employee shall not be entitled to receive the severance and other
benefits discussed above, but may be eligible for those benefits (if any) as may then be required
by law or established under the Companys severance and benefit plans and policies existing at the
time of such termination.
Separation Agreement and Release. The receipt of any severance payments or benefits
pursuant to this Letter will be subject to Employee signing and not revoking a separation agreement
and release of claims (in a form reasonably acceptable to the Company) provided that such
separation agreement and release of claims is effective within sixty (60) days following the
Termination Date. No severance pursuant to this Letter will be paid or provided until the
separation agreement and release of claims becomes effective. If the 60th day after the
Termination Date is in the subsequent calendar year, no payment will be made prior to January 1 of
such subsequent calendar year. If Employee should die before all of the severance amounts have
been paid, such unpaid amounts will be paid in a lump sum payment promptly following such event to
Employees designated beneficiary, if living, or otherwise to the personal representative of
Employees estate.
Section 409A Compliance. If Employee is a specified employee of the Company (or any
successor entity thereto) within the meaning of Section 409A of the Internal Revenue Code of 1986
as amended and the final regulations and any guidance promulgated thereunder (Section 409A) on
the date of Employees termination (other than a termination due to death), then the severance
payments payable to Employee, if any, under this Letter, when considered together with any other
severance payments or separation benefits that are considered deferred compensation under Section
409A (together, the Payments) that are delayed until the earlier of: (i) the date that is six
(6) months and one (1) day after the date of the termination or (ii) the date of Employees death
(such date, the Delayed Initial Payment Date), and the Company (or the successor entity thereto,
as applicable) shall (A) pay to Employee a lump sum amount equal to the sum of the Payments that
Employee would otherwise have received on or before the Delayed Initial Payment Date, without any
adjustment on account of such delay, if the Payments had not been delayed pursuant to this section,
and (B) pay the balance of the Payments in accordance with any applicable payment schedules set
forth herein. Notwithstanding anything herein to the contrary, if Employee dies following his or
her termination but prior to the six (6) month anniversary of Employees termination, then any
Payments delayed in accordance with this clause will be payable in a lump sum as soon as
administratively practicable after the date of Employees death and all other Payments will be
payable in accordance with the payment schedule applicable to each payment or benefit.
Definition of Terms:
The following terms referred to in this letter agreement shall have the following meanings:
Base Salary. Base Salary shall mean an amount equal to the Employees Company annual salaried
compensation.
Cause. Cause shall mean (i) an act of personal dishonesty taken by the Employee in connection
with his responsibilities as an Employee and intended to result in substantial personal
enrichment of the Employee, (ii) Employee being convicted of a felony, (iii) a willful act by
the Employee which constitutes gross misconduct and which is injurious to the Company, (iv)
following delivery to the Employee of a written demand for performance from the Company which
describes the basis for the Companys reasonable belief that the Employee has not
substantially performed his duties, continued violations by the Employee of the Employees
obligations to the Company which are demonstrably willful and deliberate on the Employees
part.
Change of Control. Change of Control is as defined in the Management Retention Agreement (as
amended and restated) entered into between Company and Employee.
Disability. Disability shall mean that the Employee has been unable to perform his Company
duties as the result of his incapacity due to physical or mental illness, and such inability,
at least 26 weeks after its commencement, is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the Employee or the
Employees legal representative (such agreement as to acceptability not to be unreasonably
withheld). Termination resulting from Disability may only be effected after at least 30 days
written notice by the Company of its intention to terminate the Employees employment. In the
event that the Employee resumes the performance of substantially all of his duties hereunder
before the termination of his employment becomes effective, the notice of intent to terminate
shall automatically be deemed to have been revoked.
Voluntary Termination for Good Reason. Voluntary Termination for Good Reason shall mean
Employee voluntarily resigns within thirty (30) days following the expiration of any cure period
(as discussed below) after the occurrence of any of the following events, without Employees
written consent: (i) a material diminution by the Company in the Base Salary of Employee as in
effect immediately prior to such reduction (other than a reduction that generally applies to
Company officers and/or managers); (ii) a material change in the geographic location at which
Employee must perform service (in other words, the relocation of Employee to a facility or a
location more than thirty-five (35) miles from Employees then present location); or (iii) any
other action or inaction that constitutes a material breach by the Company of Employees employment
arrangement. Provider, however, that before Employees employment may be terminated by a Voluntary
Termination for Good Reason, (A) Employee must provide written notice to the Company within ninety
(90) days of the initial existence of the Voluntary Termination for Good Reason condition setting
forth the reasons for Employees intention to terminate his employment as a resolute of a Voluntary
Termination for Good Reason and (B) the Company must have an opportunity within thirty (30) days
following delivery of such notice to cure the Voluntary Termination for Good Reason Condition. For
the avoidance of doubt, the voluntary resignation by Employee after the occurrence of either of the
following shall not constitute grounds for a Voluntary Termination for Good Reason: (1) a
reduction of the Employees duties, title, authority or responsibilities, relative to the
Employees duties, title, authority or responsibilities as in effect immediately prior to such
reduction, as a result of (i) the Company being acquired and made part of a larger entity, (ii) a
restructuring of the Company and/or its subsidiaries, or a restructuring of the Companys
employees functions, and/or reporting relationships; or (2) a material reduction, without good
business reasons, of the facilities or perquisites (including office space and location) available
to the Employee immediately prior to such reduction.
Notwithstanding anything herein to the contrary, the Company agrees that it will not materially
reduce Employees aggregate level of Employee benefits, including bonuses, to which Employee was
entitled immediately prior to such reduction with the result that Employees aggregate benefits
package is
materially reduced (other than a reduction that generally applies to Company officers and/or
managers).
Please indicate your acceptance to the above and foregoing by signing and returning to me the
enclosed copy of this letter. Thank you.
Very truly yours,
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/s/ Martin H. Singer
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Martin H. Singer |
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Accept and Agree to the above and foregoing
this 12th day of April, 2011.
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/s/ Anthony Kobrinetz
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Anthony Kobrinetz |
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