Ortel - Letter Agreement
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Transcript of Ortel - Letter Agreement
8/28/2015 Ortel - Letter Agreement
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ORTEL CORPORATION2015 West Chestnut StreetAlhambra, California 91803Telephone (626) 2813636
February 7, 2000
Stephen R. Rizzone Lucent Technologies Inc.
Gentlemen:
Reference is made to (i) the unanimous written consent of the Compensation Committee of the Board of Directors (the "Compensation Committee") of Ortel Corporation (the "Company"), dated January 20, 2000, a copy of which is attached hereto as Annex A (the "Resolutions"), and (ii) the Agreement and Plan of Merger dated as of February 7, 2000 (the "Merger Agreement"), by and among Lucent Technologies Inc., Solara Acquisition Inc. and the Company. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the MergerAgreement.
In recognition of the contribution and importance of Stephen R. Rizzone to the Company (both in the past and in the future), the Compensation Committee approved the payment to Mr. Rizzone of cash in anaggregate amount equal to 1% of the value of the Company (the "Bonus"), which Bonus shall become payable as a result of the transactions contemplated by the Merger Agreement, upon the terms and subject to the conditions set forth in the Resolutions.
In lieu of payment by the Company to Mr. Rizzone of the Bonus and for other good and valuable consideration described below, the Company agrees to pay to Mr. Rizzone an aggregate amount equal to$15,000,000 as follows:
(i) the Company shall pay to Mr. Rizzone at the Closing $9,000,000 innextday funds by check, as consideration for Mr. Rizzone exe
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Sectors: TelecommunicationsGoverning Law: New York, View New York State LawsEffective Date: February 07, 2000
8/28/2015 Ortel - Letter Agreement
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