Exhibit 10.21
Page 1 of 4
August 16, 2000
Xx. Xxxxxxxxx X. Xxxxx
c/o 0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxx:
This employment letter agreement sets forth the terms of your
employment agreement with Oplink Communications, Inc. (the "Company"). If you
accept this employment letter agreement, it will supersede the employment offer
letter dated June 30, 2000, by and between you and the Company.
1. POSITION AND RESPONSIBILITIES. The Company hereby employs you as its
President effective July 24, 2000. In that position, you will be responsible for
the Sales & Marketing, R&D, and Merger & Acquisition activities and will report
to the Chief Executive Officer of the Company. Your responsibilities may change
from time to time as the Company deems it necessary.
2. OFFICE LOCATION AND HOURS. You will work at our facility located at
0000 Xxxxx Xxxxx Xxxxxx xx Xxx Xxxx, Xxxxxxxxxx. Normal office hours are from
8:30 a.m. to 5:30 p.m., Monday through Friday. As an exempt salaried employee,
you will be expected to work additional hours as required by the nature of your
responsibilities.
3. COMPENSATION. For your services under this Employment Letter
Agreement, you will receive the following compensation from the Company. All
references to the "$" symbol below refer to the U.S. dollar.
(a) BASE SALARY. You will receive a base salary of $250,000
per year, less payroll deductions and all required withholdings, payable under
the Company's regular payroll practices, which currently includes payment on a
bi-weekly basis. Your base salary will be reviewed on an annual basis.
(b) BENEFITS.
(1) STANDARD BENEFITS. You will be eligible for the
following standard Company benefits on the first of the month following 30 days
of continuous service with the Company: medical insurance, 401(k) retirement
savings plan, vacation, sick leave and holidays. Details about these benefits
are provided in the Employee Handbook and plan summaries, available for your
review. The Company may modify compensation and benefits from time to time, as
it deems necessary.
(2) SUPPLEMENTAL LIFE INSURANCE. The Company will
purchase a term life insurance policy on your life for $1,000,000 for the
benefit of your designated beneficiary.
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(c) RELOCATION AND TEMPORARY HOUSING EXPENSES.
(1) RELOCATION ALLOWANCE. You will be paid
$50,000 as relocation compensation, payable in full upon your arrival, for
your move from Florida to California. If you voluntarily terminate your
employment or are terminated for cause within the first year of your
employment, you will be required to pay back to the Company a pro-rated
portion of the $50,000 within 30 days of termination. The pay back amount is
equal to $50,000 multiplied by the following percentage, (i) the numerator of
which is the number of full months remaining until the first anniversary of
your arrival date and (ii) the denominator of which is 12. For example, if
you voluntarily terminate your employment 3 months following your arrival
date, then you will be obligated to pay back 9/12ths of the $50,000 to the
Company.
(2) TEMPORARY HOUSING EXPENSES. You will be eligible
for a temporary monthly housing allowance of $3,000 per month for your first
three months of employment with the Company.
(d) LOAN. You will be eligible for a loan from the Company in
the amount of $400,000 at an annual interest rate of 6.5%. The outstanding
principal amount and any accrued and unpaid interest hereunder shall be due and
payable over a period of four years in two equal installments due on the second
and fourth anniversary of the date hereof; provided, however, that in the event
that you terminate your employment or are terminated for cause, the entire
principal balance and all accrued interest shall become immediately due and
payable.
(e) EMPLOYEE STOCK PURCHASE PLAN. You will be eligible to
participate in the new Employee Stock Purchase Plan as provided under the terms
of the plan. The Employee Stock Purchase Plan will become effective upon the
completion of the Company's public offering.
(f) INITIAL STOCK OPTIONS. Subject to approval by the
Company's Board of Directors, you will be granted an initial stock option to
purchase 800,000 shares of the Company's Common Stock ("Option") on the
following terms.
(1) EXERCISE PRICE. The exercise price of the Option
shall be the fair market value of the stock at the time of the sale, as
determined by the Company's Board of Directors.
(2) VESTING.
(A) STANDARD VESTING. Your Option shall be
subject to vesting on the following terms: one-fourth (1/4th) shall vest after
one year of your employment with the Company commencing July 24, 2000, with the
balance vesting equally on a monthly basis for each month of your employment
with the Company over the next three years.
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(B) ACCELERATION OF VESTING FOLLOWING CHANGE
OF CONTROL. In the event of a "Change of Control" (as defined below) within the
first year of your employment with the Company, the vesting of one-fourth
(1/4th) of your Option shall be accelerated immediately upon the Closing of the
Change of Control, provided that if the value of the shares covered by the
one-fourth (1/4th) of your Option has a value of less than $10 million (or $50
per share), then the vesting of an additional portion of your Option shall be
accelerated so that the total value of the shares for which the vesting on the
Option is accelerated shall be equal to $10 million. In calculating the
additional shares covered by the Option for which vesting shall be accelerated
(to provide you with vested shares with a value of $10 million), the Company
shall use the highest market price of its common stock during the last trading
month in which the Change of Control occurs.
(C) ACCELERATION OF VESTING FOLLOWING
TERMINATION WITHOUT CAUSE. If you are terminated without a "Cause" within the
first year of your employment with the Company, a minimum of one-eighth (1/8th)
of your stock options will vest immediately upon your termination of employment,
provided that if the value of the shares covered by the one-eighth (1/8th) of
your Option has a value of less than $5 million (or $50 per share), then the
vesting of an additional portion of your Option shall be accelerated so that the
total value of the shares for which the vesting on the Option is accelerated
shall be equal to $5 million. In calculating the additional shares covered by
the Option for which vesting shall be accelerated (to provide you with vested
shares with a value of $5 million), the Company shall use the highest market
price of its common stock during the last trading month in which your employment
is terminated.
(D) DEFINITIONS. For purposes of this
Employment Letter Agreement, the following terms shall have the meanings set
forth below.
(1) "CAUSE" means the occurrence of
any of the following: (i) theft, misappropriation or embezzlement of Company
property by the employee, or falsification of any Company documents or records
by the employee; or (ii) conviction (including any plea of guilty or NOLO
CONTENDERE) of any felony or other crime involving moral turpitude or dishonesty
by the employee; or (iii) any material breach by the employee of any employment
agreement between the employee and the Company, which breach is not cured
pursuant to the terms of such agreement.
(2) "CHANGE OF CONTROL" means any
one of the following transactions: (i) a sale, lease or other disposition of all
or substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving corporation, or (iii) a
reverse merger in which the Company is the surviving corporation but the shares
of the Common Stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise.
(g) ANNUAL STOCK OPTIONS. You will be eligible to purchase up
to 50,000 shares of the Company's common stock under the Company's 2000 Equity
Incentive Plan each year of your employment while the plan is in effect. Stock
options granted under this Section 3(g) shall be granted on the first day
following the Company's annual shareholders meeting during the calendar year and
have an exercise price at the fair market value of the Company's common stock at
the date of the grant. All other terms of the stock option shall be according to
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the standard stock option terms of stock option grants made under the Company's
equity incentive plans.
4. TERMS OF EMPLOYMENT.
(a) COMPANY POLICIES AND AGREEMENTS. As a Company employee,
you will be expected to abide by the Company's rules and regulations,
acknowledge in writing that you have read the Company's Employee Handbook, and
sign and comply with the attached Employment, Confidential Information and
Invention Agreement, which prohibits unauthorized use or disclosure of the
Company's proprietary information. During the period of your employment, you
will not engage in any employment or business activity other than for the
Company without the express written consent of the Company. The Company may
amend its rules and regulations at any time.
(b) EMPLOYMENT AT WILL. You may terminate your employment with
the Company at any time and for any reason whatsoever simply by notifying the
Company. Likewise, the Company may terminate your employment at any time and for
any reason whatsoever, with or without cause or advance notice. This at-will
employment relationship cannot be changed except in a writing signed by the
Chief Executive Officer of the Company.
(c) ELIGIBILITY FOR EMPLOYMENT. As required by law, your
employment with the Company is subject to satisfactory proof of your right to
work in the United States.
5. COMPLETE AGREEMENT. This Employment Letter Agreement, together with
your Confidential Information and Invention Agreement and stock option
agreements, forms the complete and exclusive statement of the terms of your
employment agreement with the Company. The employment terms in this Employment
Letter Agreement and the Confidential Information and Invention Agreement
supersede any other prior or contemporaneous agreements or promises made to you
by anyone, whether oral or written.
If you agree to the terms of this Employment Letter Agreement, please
sign and date the attached copy of this Employment Letter Agreement and return
that copy to me.
We hope that your expertise will be an important part of our continued
effort to strive for excellence and greater success.
Very truly yours,
---------------------------
Xxxxxx X. Xxx
Chief Executive Officer
Agreed:
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Xxxxxxxxx X. Xxxxx Date
