SUMMIT DESIGN, INC.
EMPLOYMENT AGREEMENT
EMPLOYEE: C. XXXXXX XXXX
EFFECTIVE DATE: February 14, 1999
This Agreement is entered into as of the above date by and between SUMMIT
DESIGN, INC., a Delaware corporation ("Summit"), and the above-named employee
("Xxxx").
1. EMPLOYMENT AND DUTIES. SUMMIT hereby employs Xxxx to serve and perform
in the role of Vice President of Finance and Chief Financial Officer;
provided that, if SUMMIT shall hire a new Vice President of Finance and/or
Chief Financial Officer prior to the expiration of this Agreement, SUMMIT
shall employ Xxxx as a Vice President who shall assist the new Vice President
of Finance and/or Chief Financial Officer. Xxxx agrees to perform the duties
of these positions to the best of his ability and to devote full time and
attention to the transaction of SUMMIT's business.
2. TERM AND TERMINATION.
(a) This Agreement shall expire on July 31, 1999. Xxxx hereby agrees
that if he is still an employee of Summit on such date, he will resign his
employment with Summit. Both parties acknowledge that the employment created
herein is Employment-at-Will and may be terminated at any time with or
without cause under the terms stated herein.
(b) In the event that Xxxx notifies Summit of termination of his
employment with Summit for any reason other than specified in Section 2(d),
this Agreement shall terminate as of the date of such notification.
Termination under this Section 2(b) is "Resignation". Notwithstanding the
foregoing, the July 31, 1999 resignation required by Section 2(a) shall not
constitute a "Resignation" for purposes of this Agreement.
(c) In the event that Summit notifies Xxxx of termination of his
employment by Summit because Xxxx willfully abandoned the duties of his
position or engaged in any criminal practice which the Chief Executive
Officer and Board of Directors reasonably determines is detrimental or
harmful to the good name, goodwill, or reputation of Summit, or which does or
could adversely effect the interests of Summit, then this Agreement shall
terminate as of the date of such notification; provided, however, that the
Chief Executive Officer or the Board of Directors shall notify Xxxx upon the
commencement of any investigation by either of them into any of Xxxx'x acts
which may be determined to be a criminal practice. Termination under this
Section 2(c) is "Cause".
(d) In the event that Xxxx notifies Summit of his resignation as an
employee of Summit because Summit has required (in writing) Xxxx to perform
without Xxxx'x consent (in writing) solely in any role other than Vice President
of Finance and Chief Financial Officer, or,
in the event that Summit has hired another person in the position of Vice
President of Finance and/or Chief Financial Officer, in any role other than a
Vice President who shall assist the new Vice President of Finance and/or
Chief Financial Officer, then this Agreement shall terminate as of the date
of such notification. Termination under this Section 2(d) is "Construction".
(e) In the event that Summit notifies Xxxx of termination of his
employment by Summit for any reason other than specified in Section 2(c)
and/or 2(d), this Agreement shall terminate as of the date of such
notification. Termination under this Section 2(e) is "Convenience".
(f) Notwithstanding the above, termination of this Agreement shall not
release Xxxx from any obligations under Sections 4, 5, 6, and 7 hereof.
3. COMPENSATION AND BENEFITS. In consideration of the services to be
performed by Xxxx, Summit agrees to pay Xxxx the compensation and extend to
Xxxx the benefits consisting of the following:
(a) Annual Base Salary of $160,000, paid twice monthly.
(b) Xxxx shall be provided the right to participate in the health,
dental, and life insurance programs provided for the senior level executives
of Summit.
(c) Xxxx shall earn up to two (2) weeks of Paid Time Off during the
term of this Agreement. This Paid Time Off shall be available for use as
earned according to the standard policy of Summit.
(d) An allowance for car expenses of $750.00 per month.
(e) In the event that (i) this Agreement is terminated for Construction
as defined in Section 2(d) or Convenience as defined in Section 2(e), or (ii)
Xxxx remains employed by Summit pursuant to this Agreement until he resigns
on July 31, 1999 as provided in Section 2(a), then Summit shall pay Xxxx
$13,333.33 per month plus all benefits set forth in Sections 3(b) and 3(d).
This payment shall continue monthly, with the last payment being made for the
month ended July 31, 2000; provided, however, that as a condition precedent
to Xxxx receiving such payment, Xxxx must execute the Settlement Agreement in
the form attached hereto as ANNEX A and the seven (7) day revocation period
referenced in Section 7 thereof shall have expired; and provided further,
that if Xxxx accepts full-time employment from another party, payment of the
benefit set forth in Section 3(d) shall cease immediately.
4. CONFIDENTIALITY. Xxxx acknowledges that certain customer lists, design
work, and related information, equipment, computer software, and other
proprietary products and information, whether of a technical or non-technical
nature, including but not limited to schematics, drawings, models, photographs,
sketches, blueprints, printouts, and program listings of Summit,
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collectively referred to as "Technology", were and will be designated and
developed by Summit at great expense and over lengthy periods of time, are
secret and confidential, are unique and constitute the exclusive property and
trade secrets of Summit, and any use or disclosure of such Technology, except
in accordance with and under the provisions of this or any other written
agreements between the parties, would be wrongful and would cause irreparable
injury to Summit. Xxxx hereby agrees that he will not, at any time, without
the express written consent of Summit, publish, disclose, or divulge to any
person, firm, or corporation any of the Technology, nor will Xxxx use,
directly or indirectly, for Xxxx'x own benefit or the benefit of any other
person, firm, or corporation, any of the Technology, except in accordance
with this Agreement or other written agreements between the parties.
5. INVENTIONS., All original written material including programs, charts,
schematics, drawings, tables, tapes, listings, and technical documentation
which are prepared partially or solely by Xxxx in connection with employment
by Summit shall belong exclusively to Summit.
6. RETURN OF DOCUMENTS. Xxxx acknowledges that all originals and copies of
records, reports, documents, lists, plans, drawings, memoranda, notes, and
other documentation related to the business of Summit or containing any
confidential information of Summit shall be the sole and exclusive property
of Summit, and shall be returned to Summit upon the termination of employment
for any reason whatsoever or upon the written request of Summit.
7. COMPLIANCE. Xxxx agrees to comply with all of Summit's written
employment policies, guidelines, and procedures as contained in an employment
manual, including revisions and additions thereto.
8. INJUNCTION. In addition to all other legal rights and remedies, Summit
shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief of any actual or threatened
violation of any term hereof without requirement of bond, as well as an
equitable accounting of all profits or benefits arising out of such violation.
9. WAIVER. The waiver of either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach thereof.
10. DISPUTES. The legal relations of the parties hereunder, and all other
matters hereunder, shall be governed by the laws of the State of Oregon.
Unresolved disputes shall be resolved in a court of competent jurisdiction in
Washington County, Oregon, and all parties hereto consent to the jurisdiction
of such court.
11. ENTIRE AGREEMENT. This Agreement and Annex A hereto set forth the
entire agreement between the parties hereto, and fully supersedes any and all
prior agreements or understandings, written or oral, between the parties
hereto pertaining to the subject matter hereof, including without limitation
that certain Employment Agreement dated as of October 21, 1995 by and
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between SUMMIT and Xxxx. No modification of amendment hereof is effective
unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first herein above written.
"EMPLOYER": SUMMIT DESIGN, INC.:
A Delaware Corporation
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer, Summit
"EMPLOYEE": /s/ C. Xxxxxx Xxxx
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C. Xxxxxx Xxxx
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