Exhibit 10.21
October 15, 2002
Mr. William Cann
9595 Kumner Rd.
Allison Park, PA 15101
Dear Bill:
It is my pleasure to extend to you an offer to join CDT's senior management
team. We all think you will be a great addition to CDT and will strongly
contribute to CDT's future success. The terms of your employment would be as
follows:
Position: Vice President & Chief Financial Officer
Start Date: No later than December 2, 2002 (assume CFO position
as of January 1, 2003).
Base Salary: $250,000 per annum
Annual Bonus: You would participate in CDT's management bonus plan
with a range of 0-90% of base salary, with a 45%
target level. Such bonus would be based upon CDT's
performance against target. The targets, bonus plan
guidelines and bonus payouts are subject to annual
CDT board or compensation committee review and
approval. Payments under the bonus plan are
calculated and made quarterly so that, on a
cumulative basis, 3/8th of the year-to-date bonus
earned is distributed (on an aggregate basis) as of
the end of each of the first three fiscal quarters of
such year. Following the public release by CDT of its
audited financial statements for the fiscal year, the
remaining portion of any bonus is paid. A minimum
bonus of $62,500 would be guaranteed for the period
from your start date until July 31, 2003 (payable pro
rata at fiscal quarter end over such period).
Stock Grant: A restricted stock grant will be made in a
number of shares equal to $50,000 (based upon the
closing price of the stock on the first day of your
employment). Such shares will vest 100% at the end of
3 years, provided you are then employed by the
Company. Vesting will be accelerated in the event of
a change of control (as defined in the attached
change of control agreement). The stock would be
freely tradable upon vesting, subject to SEC and
other applicable laws.
Car: Company leased car at "level 1" (highest level;
applicable to other executive officers). Gas &
maintenance for such car is paid by the Company. Such
lease, gas & maintenance is subject to the company's
normal car policy (as such may be generally changed
from time to time).
Profit Sharing Plan: Participation in the West Penn Wire
division profit sharing plan. You would be eligible
for a contribution with respect to the fiscal year
ended July 31, 2004 (which contribution is made in
the 3rd calendar quarter of the year). Contributions
vest over your first 5 years of employment (20% per
year). The contributions have historically been made
by the
26
Mr. William Cann
October 15, 2002
Page 2
Company at 15% of salary, subject to legal
maximum (currently approximately maximum contribution
of $25,000). Such contributions are subject to
approval by the Board of Directors. We are reviewing
a change to a 401(k) structure.
Benefits Blue Cross Blue Shield Preferred Provider
Organization (PPO) health plan (currently no employee
contribution, but up to $208 per month contribution
contemplated); Dental & vision benefits; life
insurance of 2.5 times salary, up to $300,000. You
will be eligible for other benefits generally
available to employees.
Expenses: You will be reimbursed for all reasonable expenses
incurred by you in the course of performing your
duties for CDT, such reimbursement subject to CDT's
policies in effect from time to time with respect to
travel, entertainment and other business expenses.
Vacation: 4 weeks.
Change of Control: You would be granted a change of control agreement
that would provide 2 year severance (bonus and
salary, and continuation of health benefits) in
the event your employment were terminated following a
change of control for other than "good cause" or you
terminated your employment for "good reason." The
form of change of control agreement is attached. It
is similar to the agreement granted to other senior
executives.
Termination: In the event your employment was terminated by CDT
for other than cause you would be entitled to: (i)
any accrued salary, bonus and vacation time and (ii)
your base salary for 12 months.
Cause: Cause means: (i) your commission of any felony
involving dishonesty, fraud or breach of trust with
respect to CDT or its subsidiaries, or commission of
any crime involving moral turpitude causing material
harm to the standing and reputation of CDT or its
subsidiaries; (ii) material misstatements or errors
in CDT's books and records, or your willful
engagement in gross misconduct in the performance of
your duties that is materially injurious to CDT or
its subsidiaries; (iii) continued conduct you that is
adverse to the interests of CDT or any of its
subsidiaries which conduct does not cease following 5
days written notice from the Board, including,
without limitation, the continued refusal to carry
out any reasonable order or instruction of the Board
or chief executive officer or the continued violation
of any provisions of the Bylaws, Articles of
Incorporation or corporate code of conduct or
guidelines (as modified or adopted from time to time)
of the CDT or any of its subsidiaries; (iv) continued
use by you of alcohol or drugs to an extent that, in
the good faith determination of the Board, materially
interferes with the performance by you of your
employment responsibilities as CFO; or (v) continued
unauthorized absence from work (other than any such
continued unauthorized absence resulting from your
disability).
Confidentiality You will be required to sign a normal confidentiality
and non-compete agreement (form attached).
Representations: This offer is based on the accuracy of your resume
provided to us by Russell Reynolds. You represent
that such resume is accurate and complete in all
material respects. You
27
Mr. William Cann
October 15, 2002
Page 3
further represent that you have not been investigated
for any financial wrongdoing in connection with any
prior position you've held, or convicted of any
felony.
The Board and I are looking forward to you joining us. If you accept the
foregoing terms, please sign and return a copy of this letter (without
attachments) to me.
Sincerely,
/s/ Fred C. Kuznik
Fred C. Kuznik
ATTACHMENTS
cc: Bryan C. Cressey (w/o attachments)
Acknowledged & Agreed:
/s/ William Cann
---------------------------
William Cann
Dated: October 16, 2002