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Exhibit 10.1
A G R E E M E N T
This Agreement entered into this 26th day of June, 2000 by and between
SPECTRUM CONTROL, INC. ("SCI") and RICHARD SOUTHWORTH ("Southworth").
W I T N E S S E T H:
WHEREAS, Richard Southworth has been a valued employee of SCI; and for his
excellent leadership and extraordinary effort SCI is desirous of executing an
Agreement to provide Southworth compensation in the event of change in control
of SCI and Southworth is terminated within twelve (12) months of the change in
control event.
NOW, THEREFORE, the parties hereto intending to be legally bound hereby
agree as follows:
1. If there is a change in "control" as hereinafter defined of SCI and
Southworth is terminated within twelve (12) months of such change in control,
Southworth will receive a minimum compensation package which will provide for
the payment of an amount of money equal to Southworth's salary and At Risk
Compensation which had been paid to Southworth for the fiscal year prior to the
change in control.
For purposes of this Agreement, the term "change in control" is defined to
include, (a) a tender offer or exchange offer made and consummated for ownership
of SCI stock representing fifty (50%) percent or more of the combined voting
power of SCI's outstanding securities; (b) the sale or transfer of substantially
all of SCI's assets to another corporation which is not a wholly-owned
subsidiary of SCI; (c) any merger or consolidation of SCI with another
corporation whereby less than thirty (30%) percent of the outstanding voting
shares of the surviving corporation are owned in the aggregate by SCI's former
stockholders; or (d) any tender offer, exchange offer, merger, sale of assets
and/or contested election which results in a total change in the composition of
SCI's Board of Directors.
The amount paid to Southworth pursuant to this paragraph will be deemed
severance pay and in consideration of Southworth's past services to SCI and his
continued services from the date of this Agreement. Southworth will have no
duty to mitigate his damages by seeking other employment, nor will Southworth
severance pay hereunder be reduced or offset by any future earnings.
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2. This Agreement shall be binding on the Company and its successors.
3. This Agreement was authorized at a duly convened meeting of the Board
of Directors of SCI held on the 26th day of June, 2000.
4. By the execution of this Agreement, Southworth acknowledges that there
are no other compensation agreements orally or written, other than his current
annual compensation package in effect.
WITNESS our hands and seals the day and year above first written.
Attest: SPECTRUM CONTROL, INC.
/s/ James F. Toohey By /s/ Gerald A. Ryan
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James F. Toohey Gerald A. Ryan, Chairperson,
Secretary Board of Directors
/s/ Richard A. Southworth
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Richard A. Southworth
