EXHIBIT 10.29
July 3, 2002
Xx. Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Dear Andy:
This letter, including the appendix hereto, will express our mutual
understanding and agreement regarding your termination of employment with
GlobespanVirata, Inc., a Delaware corporation, and its subsidiaries and
affiliates (all of such entities, collectively, the "Company").
By mutual agreement with the Company, you agree that you will resign,
effective as of June 30, 2002 (the "Termination Date"), from your position as
Chief Financial Officer of the Company, and from all other positions that you
may hold or have held as an officer or member of the board of directors of the
Company (including any predecessors thereof). You agree to sign and deliver to
the Company such other documents as may be necessary to effect or reflect such
resignations. You and the Company agree and acknowledge that the offer letter
between Advanced Telecommunication Modules Ltd dated as of May 10, 1996, and the
employment letter from Virata Corporation to you dated as of May 1, 1999, and
all other agreements with respect to your employment or termination thereof, are
hereby terminated, and will be deemed of no further force or effect, from and
after the Termination Date. The Company and you agree that you will complete the
work you are currently doing with respect to the divestiture of the Company's
Video Group even if this work requires you to perform services for the Company
beyond the Termination Date (the "Continuing Projects"), in partial
consideration for the benefits to be received by you, described below. You
understand and agree that you will not be entitled to any compensation or
benefits from the Company except as provided in this letter. In consideration of
your execution of the release set forth in the appendix to this letter, and your
agreement to abide by the commitments described in this letter, and in lieu of
and in satisfaction of any agreement or any severance or other payments due
under any severance or other benefit plans maintained by the Company (including
any predecessors thereof) (collectively, the "Company Entities"), or any
individual agreement previously entered into with you by any of the Company
Entities, the Company will pay or provide to you, commencing no later than the
second business day following the expiration of the Revocation Period (as
defined in the appendix), with the following pay and benefits, which you hereby
acknowledge and agree are in excess of that to which you would be otherwise
entitled:
o For a period ending 18 months after the Termination Date
(the "Severance Period"), continuation of your base salary (at annual
rate of $220,000), which the Company may, at its sole option, pay you
in a lump sum at any time with respect to any remaining payments.
o For the Severance Period, continuation of the employee
benefits (other than any equity program, equity-based compensation,
incentive or bonus compensation or vacation benefits, none of which
will accrue or be payable during the Severance Period) that you are
receiving immediately prior to the Termination Date, or, at the
Company's sole option, a cash payment or payments in lieu of any or
all of such benefits equal to the cash equivalent of the Company
contribution that you would have earned from the Company during the
Severance Period under such employee benefit plan or plans had you in
fact continued to participate in such plans through the end of the
Severance Period.
o During the Severance Period, you will continue to vest in
all of the unvested Company stock options held by you on the
Termination Date (including the recent award of 200,000 Company stock
options on December 17th, 2001) in accordance with the normal vesting
schedule with respect to each of such stock options. Any stock options
held by you that remain unvested as of the last day of the Severance
Period will be terminated on the last day of the Severance Period.
o You will have a period of 90 days after the end of the
Severance Period to exercise any and all of your Company stock options
that are vested as of the end of the Severance Period (both with
respect to those stock options that have vested prior to the
Termination Date, and those stock options that have vested during the
Severance Period). In the event that you do not exercise any or all of
your stock options during such 90-day period, all stock options will
terminate unexercised on the 91st day after the end of the Severance
Period.
o The Company will reimburse you for any unreimbursed
reasonable business expenses incurred by you prior to the Termination
Date (and, with respect to the Continuing Projects, after the
Termination Date), pursuant to the Company's reimbursement policies,
provided that you present all expense reports to the Company in
accordance with such policies.
You agree to return to the Company as of the Termination Date (except
as may be necessary for you to complete the Continuing Projects, and then, only
until the completion of such Projects) all Company Property and Information (as
defined below). You affirm your obligation to keep all Company Property and
Information confidential and not to use or disclose it to any third party in the
future. The term "Company Property and Information" means: (i) all property
belonging to the Company, including but not limited to automobiles, laptop
computers, cellular phones, other communication devices, and other property
including client lists, files, software, hardware, records, computer access
codes and instruction manuals which you have in your possession, and you agree
not to keep any copies of Company Property and Information, (ii) confidential
information relating to the Company Entities, including information received
from third parties under confidential conditions, and (iii) other technical,
marketing, business or
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financial information, or information relating to personnel or former personnel
of the Company Entities, the use or disclosure of which might reasonably be
construed to be contrary to the interest of the Company.
During the Severance Period, you agree not to directly or indirectly
or through another entity (i) induce or attempt to induce any employee or
consultant of a Company Entity to leave the employ or service of the Company
Entity, or in any way willfully interfere with the relationship between a
Company Entity and any employee or consultant thereof; or (ii) induce or attempt
to induce any customer, supplier, licensee or other business relation of any
Company Entity to cease doing business with such Company Entity, or in any way
interfere with the business relationship between any such customer, supplier,
licensee or business relation and the Company Entity.
You acknowledge and agree that because of the nature of the business
in which the Company Entities are engaged and because of the nature of the
Company Property and Information to which you has had access during your
employment, it would be impractical and excessively difficult to determine the
actual damages of the Company Entities in the event you breached any of the
restrictive covenants contained herein, and remedies at law (such as monetary
damages) for any breach of your covenants would be inadequate. You therefore
agree and consent that if you commit any such breach or threaten to commit any
such breach, the Company will have the right (in addition to, and not in lieu
of, any other right or remedy that may be available to it) to temporary and
permanent injunctive relief from a court of competent jurisdiction, without
posting any bond or other security and without the necessity of proof of actual
damage.
All payments or other benefits made or provided to you under this
letter will be reduced by all income, employment and Medicare taxes required to
be withheld on such payments and other benefits. The interpretation and
enforcement of this letter will be governed by the laws of the State of New
Jersey, without regard to the conflicts of law principles thereof.
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Andy, if you agree with the terms of this letter, and the release
attached to this letter as an appendix, please countersign both and
return them to me.
Sincerely,
/s/ Xxxx Xxxxxxxxx
for Xxxx Xxxxxx
Xxxx Xxxxxx
AGREED AND ACCEPTED:
/s/ Xxxxxx Xxxxxx
--------------------------
Xxxxxx Xxxxxx
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