Terms of Employment between the Registrant and Paul Engle dated September 19, 2000. AVANEX CORPORATION. Terms of Employment Paul Engle
Exhibit 10.33
Terms of Employment between the Registrant and Xxxx Xxxxx dated September 19, 2000.
AVANEX CORPORATION.
Terms of Employment
Xxxx Xxxxx
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President and Chief Operating Officer of AVANEX (the "Company"). |
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Following completion of six months of employment and contingent upon your performance, you will become a member of the AVANEX Board of Directors, subject to Board approval. |
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$350,000, per year, paid bi-weekly in accordance with standard company payroll procedures. |
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Performance bonus of up to 50% of annual base salary, paid quarterly. |
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All Company standard benefits including reimbursement of reasonable business expenses. |
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$150,000 loan, to be provided to you upon execution of this Terms of Employment and commencement of employment. Repayment of the loan (including accrued interest at the minimum IRS rate compounded annually) is due upon the earlier of one year of employment or termination of employment. Upon completion of one year of employment, the Company will pay you a bonus of $150,000 which may be paid to you by the Company in the form of cash or by the cancellation of any debt you owe Avanex. The Company will provide you with a one-time gross-up payment to cover federal and state income tax liability associated with the bonus or loan cancellation. |
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Grant of 50,000 shares of restricted stock ("Restricted Stock") to vest monthly over a period of 4 years at the rate of 25% of the shares upon the first anniversary date of employment and monthly vesting thereafter, subject to Executive's continuing employment with the Company. |
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An option ("Stock Option") to purchase 500,000 shares of common stock at an exercise price which is the Fair Market Value ("FMV") of the stock on the date on which the Board approves the stock option or the commencement date of your employment, whichever occurs later. The stock option will have a 10-year term and will vest over a period of four years at the rate of 25% of the option shares upon the first anniversary date of employment and monthly vesting thereafter subject to continuing employment with the Company. Other terms of the option to be consistent with the Company's 1998 Stock Plan. |
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In the event of a Change in Control of the Company during the option term, the Options shall be accelerated in accordance with the same provisions offered to the other officers of the Company. That is in summary, vesting of the options will be accelerated so that at least 50% of the total shares are vested upon change in control. In addition, upon an involuntary termination of Executive's employment without cause, upon or within 12 months of a change of control, 100 % of the total shares will vest. |
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In the event that the Company terminates Executive's employment without "Cause," or in the event the Executive resigns as a result
of "Constructive Termination," after Executive has reported to the Company and worked for at least 90 days, the Company will provide
Executive with a settlement of (i) acceleration of vesting of the options to be granted to you equal to the greater of (A) six months
of additional vesting or (B) vesting through the first year cliff of your vesting schedule, and (ii) six months' salary and bonus.
All payments subject to a non-compete/non-solicit and provided the Executive executes a general waiver of claims in favor of the
Company. |
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In the event the Executive's employment with the Company terminates (i) by the Company for "Cause," or (ii) by the Executive for any reason other than a "Constructive Termination," any severance or other benefits (if any) to be paid shall be consistent with the Company's established practices or policies. |
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The terms hereof shall be subject to approval by the Company's Board of Directors and to a definitive agreement mutually acceptable to the Company and Executive. |
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Any employment disputes or disputes regarding this Term Sheet or the employment agreement to follow shall be submitted to binding arbitration. |
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An Officer and Director Indemnity Agreement approved by the Board of Directors shall be executed by the Company and Executive. |
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The parties agree that this term of employment represents a binding agreement. This Terms of Employment shall be governed by the laws of California. The parties intend to enter into an employment agreement reflecting these terms mutually acceptable to both parties. Executive shall commence employment on or about September 19, 2000 under this Terms of Employment. |
Agreed and Acknowledged:
Candidate: AVANEX:
__/s/ Xxxx Engle________________ ___/s/ Xxxxxx Allessandrini__________
____September 9, 2000__________ _____September 10, 2000________________