January 31, 2001
Xx. Xxxxxxx X. Xxxxxxxx, III
0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxx:
This letter agreement ("Agreement") sets forth our agreement to the terms of
your continued employment with Ramtron International Corporation
("Ramtron").
1. Term. The term of this Agreement shall begin on December 15, 2000 and
shall continue until December 31, 2002, unless sooner terminated as
provided in paragraph 2 below.
2. Termination. Should you voluntarily terminate your employment or should
your employment be terminated for cause, Ramtron shall be relieved of
all of its obligations provided herein including, but not limited to,
its obligation to pay you the salary provided in paragraph 3 below.
Termination for cause shall include chronic absenteeism (not due to
physical or mental illness, not constituting permanent disability,
habitual alcoholism, drug abuse or addiction); the commission of a
felony or fraud on Ramtron, its employees, customers, stockholders, or
vendors; misappropriation of any money or other assets or properties of
Ramtron, its employees, customers, stockholders or vendors; violation of
reasonable, specific and lawful directions received from Ramtron's Board
of Directors, in connection with and pertaining to your duties Chief
Executive Officer; or the unauthorized disclosure or use of any Ramtron
trade secrets or financial information or data which results, or is
likely to result, in injury or damage to Ramtron. Upon termination of
this Agreement, you shall be paid your regular salary and accrued
vacation time, if any, up to the termination date less applicable income
tax withholdings and any other lawful off set for charges or
indebtedness which may be owed by you to Ramtron or both. If Ramtron
terminates your employment for any reason other than cause during the
term of this Agreement, then Ramtron shall be obligated to continue to
pay you the salary provided in paragraph 3 below until such term
expires. IT IS EXPRESSLY ACKNOWLEDGED AND UNDERSTOOD THAT YOUR
EMPLOYMENT WITH RAMTRON IS AN EMPLOYMENT "AT WILL" SITUATION.
3. Salary. The salary to be paid by Ramtron to you shall be TWENTY
THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS
($20,833.33) per month ($250,000.00 per annum), which amount shall be
paid in equal installments on or about the 15th and 30th of each month.
All such payments shall be subject to withholding and other applicable
taxes.
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4. Ownership of Documents, Patents and Copyrights. Any documents,
inventions or copyrightable material that you may prepare while employed
by Ramtron shall be subject to the non-disclosure and assignment
requirements provided in the Invention and Non-Disclosure Agreement
between you and Ramtron dated January 3, 2001. The termination or
expiration of this Agreement shall have no affect on your duties and
obligations as provided in said Invention and Non-Disclosure Agreement.
5. Change of Ownership. If during the term of this contract, a change of
ownership of Ramtron (defined as the sale or transfer of more than 50%
of the assets or stock to a single new owner) occurs and your employment
hereunder is not continued (or an equivalent job is not offered to you
with the new entity), then you shall be entitled to a severance package
that would include:
Your salary until departure date
Any unpaid expense reimbursement
Accrued vacation pay
The greater of your salary through December 31, 2002 or one year's
salary to be paid in one lump sum or monthly over 12 months at the
discretion of the Company
6. Arbitration. Should any dispute arise under this Agreement or out of
its termination or cancellation, the matter shall be submitted to and
decided by arbitration. The arbitration shall be held at a mutually
agreeable location within the State of Colorado and shall be held in
accordance with the terms and conditions outlined in the Colorado
Uniform Arbitration Act, C.R.S. Section 00-00-000.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
8. Severability. In case any one or more of the provisions of this
Agreement shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected thereby.
9. Assignability and Binding Effect. This Agreement shall inure to the
benefit of and shall be binding upon your successors, assigns and legal
representatives and the successors and assigns of Ramtron. Except as
set forth in paragraph 10 below, neither party may assign, transfer,
pledge, encumber or otherwise dispose of this Agreement or any rights or
obligations hereunder, and any such attempt at delegation or disposition
shall be null and void and without effect.
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10. Complete Agreement; Modification; Waiver. This Agreement constitutes
the complete agreement and understanding between the parties with
respect to the subject matter hereof. This Agreement shall not be
altered, modified or amended except by written instruments signed by
each of the parties hereto. Waivers of any provision contained herein
or any default hereunder shall only be effective if in writing and
signed by the party to be charged therewith. Any written waiver shall
not operate or be construed as a waiver of any or other subsequent
breach or default by any party.
Please indicate your agreement to the foregoing by signing below.
Sincerely,
/S/ L. Xxxxx Xxxxx
L. Xxxxx Xxxxx
Chairman
LDS/klb
This Agreement is hereby agreed to and accepted, effective as of
December 15, 2000.
/S/ Xxxxxxx X. Xxxxxxxx, III 2-6-01
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Xxxxxxx X. Xxxxxxxx, III Date
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