EMPLOYMENT AGREEMENT
EXHIBIT 10.29
THIS EMPLOYMENT AGREEMENT is entered into as of May 28,
2002, (the “Effective Date”) by and between EXTENDED SYSTEMS, INCORPORATED., a Delaware corporation (hereinafter referred to as the “Employer”), and Xxxxxxxx Xxxxxx hereinafter referred to as the “Employee”).
The Employer, Venus Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Employer (the “Merger Sub”), , ViaFone,Inc. a Delaware corporation (the “Company”), and certain other
parties have entered into an Agreement and Plan of Merger and Reorganization (the “Reorganization Agreement”), dated May 28, 2002, whereby the Merger Sub will merge with and into the Company on the closing date of the transactions
contemplated by the Reorganization Agreement (the “Closing Date”). Immediately following the Closing Date, Employer wishes to employ the Employee, and the Employee agrees to accept such employment, on the terms and conditions set forth
herein.
1. Employment. From and after
the Closing Date, Employer agrees to employ the Employee and Employee agrees to accept such employment as a Vice President of Products of Extended Systems, Incorporated (the “Employer”). Employee and Employer acknowledge and agree that
such employment will be in accordance with Employer’s standard employment policies, and Employee agrees to be bound by such employment policies, which shall be in addition to the terms and conditions contained herein. Employee further
acknowledges that Employer policy manual or other similar documents are to be explanations of benefits or programs, and they do not change the terms of this Employment Agreement.
applicable executive stock and cash compensation bonus plans, when put in place by the CEO
and compensation committee of the company.
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For purposes of this Section 8, a “Change of Control” will include: (a) the
acquisition of the Employer by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation) other than a transaction or series of
transactions in which the holders of the voting securities of the Employer outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into
voting securities of the surviving entity), as a result of shares in the Employer held by such holders prior to such transactions, at least fifty percent (50%) of the total voting power represented by the voting securities of the Employer or such
surviving entity outstanding securities immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all or substantially all of the assets of the Employer.
If Employee’s employment with the Employer is terminated by the Employee, then (i) all vesting of the Option will terminate immediately and all
payments of compensation by the Employer to Employee hereunder will terminate immediately (except as to amounts already earned), and (ii) Employee will only be eligible for severance benefits in accordance with the Employer’s established
policies as then in effect.
Effective the date the Employee’s employment with the Employer is terminated by either the
Employer or the Employee, the Employee shall have a period of one (1) year following such termination date to fully exercise any remaining vested shares that resulted from option grants during the duration of the employment. Employee understands
that this provision of employment makes all option grants non-qualified options.
9. Covenant to Amend
Restricted Stock Purchase Agreement. Between the Effective Date and the Closing Date, Employee agrees to amend that certain Restricted Stock Purchase Agreement by and between Employee and the Company, dated as of September
14, 1999, as amended February 25, 2000 (the “Purchase Agreement”), to provide that, as of the effective date of the merger of the Merger Sub with and into the Company, one hundred percent (100%) of the shares subject to the Company’s
Repurchase Option (as defined therein) shall be released from the Repurchase Option. The Employer's obligations pursuant to this Employment Agreement shall be conditioned upon Employee’s compliance with the covenant contained in this Section 9.
10. Confidential Information. Employee agrees to sign the Nondisclosure Agreement.
(a) Inventions Retained and Licensed. The Employee has attached to this Employment Agreement, as Exhibit “B,” a
list describing all inventions, original works of authorship, developments, improvements, and trade secrets that were made by him/her prior to his/her employment with the Employer, that relate to the Employer’s proposed business, products or
research and development, and that are not assigned to the Employer under this Employment Agreement (collectively, “Prior Inventions”). If no such list is attached, the Employee represents that there are no Prior Inventions. If in the
course of the Employee”s employment with the Employer, he/she incorporates into an Employer product, process or machine a Prior Invention owned by him/her or in which he/she have an interest, the
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Employer is granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and
sell the Prior Invention as part of or in connection with the Employer’s product, process or machine.
(e) Patent and Copyright
Registrations. The Employee will assist the Employer, or its designee, at the Employer’s expense, in every proper way to secure and protect the Employer’s rights in the Inventions and any related copyrights,
patents, mask work rights or other intellectual property rights in any and all countries. The Employee will disclose to the Employer all pertinent information and data. The Employee will execute all applications, specifications, oaths, assignments
and all other instruments that the Employer deems necessary in order to apply for and obtain such rights and in order to assign and convey to the Employer, its successors, assigns, and nominees the sole and exclusive rights, title and interest in
and to such Inventions, and any related copyrights, patents, mask work rights or other intellectual property rights. The Employee’s obligation to execute or cause to be executed, when it is in his/her power to do so, any such instrument or
papers will continue after the termination of this Employment Agreement. If the Employer is unable because of the Employee’s mental or physical incapacity or for any other reason to secure the Employee’s signature to apply for or to pursue
any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Employer as above, then the Employee hereby irrevocably designates and appoints the Employer and
its duly authorized officers and agents as his/her agent and attorney-in-fact. Accordingly, the Employer may act for and in the Employee’s behalf to execute and file any applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations with the same legal force and effect as if executed by the Employee.
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term of the Employee’s employment. The Employee will also not engage in any other activities that conflict with his/her obligations to the Employer.
17. Governing Law. All rights and
obligations of the parties arising out of this Agreement will be construed and enforced in accordance with the laws of the state of Idaho, without reference to its rules as to conflicts of laws.
If to the Employer:
Extended
Systems, Inc.
0000 X. Xxxxxx Xxx
Xxxxx, XX
00000
Attn: Xxxxxx Xxxxxx
If to Employee: At the last residential address known by the Employer.
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EXTENDED SYSTEMS, INCORPORATED | ||||||||
EMPLOYER: |
By: |
/s/ XXXXXX X. XXXXXXX | ||||||
Xxxxxx X. Xxxxxxx President/CEO
| ||||||||
EMPLOYEE: |
/s/ XXXXXXXX XXXXXX | |||||||
Xxxxxxxx Xxxxxx |
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EXHIBIT A
DUTIES OF EMPLOYEE
As a Vice President of Products of
ESI, the employee will:
— |
Drive the overall product roadmap that derives from the company’s strategy and objectives communicated by the CEO and Functional Management Team
|
— |
Manage a team of product managers that will define and prioritize features and drive the roadmap for all the mobility product lines of the company including XTNDConnect
Server, XTNDConnect Mobile Objects and OneBridge |
— |
Help the gathering of product requirements based on various sources including customers, partners, competitors and internal users |
— |
Provide support to other functional areas for sales and business development opportunities |
— |
Work closely with the R&D organization during the making of the product |
— |
Co-drive product packaging, offering and pricing matters along with the Marketing organization |
The above job description is a general description of duties and responsibilities. Further refinement of responsibilities and definition of goals and
objectives will be mutually agreed upon by Employee and Employer.
EXHIBIT B
INVENTIONS