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Exhibit 10.48
March 28, 1999
Dr. Deok-Xxxx Xxx
Vice President and General Manager
Power Device Division
Samsung Electronics Co., Ltd.
Bucheon, South Korea
Dear D.J.:
This letter agreement is to confirm your position with Xxxxxxxxx Korea
Semiconductor ("Xxxxxxxxx Korea"). Effective as of the closing date, as defined
in the Business Transfer Agreement between Xxxxxxxxx Semiconductor Corporation
("FSC") and Samsung Electronics, you will serve as President of Fairchild Korea
and a Senior Vice President of FSC. In the position of President of Fairchild
Korea you will also serve, without further compensation, as a Director of that
corporation. As President of Fairchild Korea, you will be subject to the
direction of the President and Chief Executive Office of FSC or to the direction
of others appointed by the Chief Executive Officer. This letter agreement and
the terms contained herein are all subject to review by Xxxxxxxxx'x Korean
counsel for compliance with Korean law. You may be asked and do agree to sign a
revised letter agreement reflecting appropriate changes by legal counsel to
reflect such compliance.
The term of employment under this Letter Agreement shall being on the closing
date defined above and shall conclude on the first anniversary thereof. The
terms of this Letter Agreement shall be renewed unless either FSC or you shall
give to the other written notice not less than 60 days prior to the end of any
term that it or he does not wish to renew this Agreement.
In consideration of the services you will render in the position described
above, FSC shall pay you a base salary at a rate of the Korean won equivalent of
$200,000 US per year. If not in violation of any legal requirements, this amount
pay be paid directly to a U.S. bank account. In addition, FSC shall, from time
to time, award you with annual incentive compensation based upon a target which
shall be 40% of your base salary, with the actual incentive award ranging from
0% to 250% at the best expected level, in accordance with the achievement of
financial or other performance measures set by the FSC Board of Directors . In
the event these best expected goals are met, your incentive award may be as much
as 250% of the target amount (i.e. 250% x 40% x $200,000 = $200,000), making
your total cash compensation (base salary and incentive award) at the maximum
achievable level equal to a possible $400,000. Your eligibility and compensation
under this plan will be governed solely by the terms of the Program and
applicable Company policies as from time to time established, as well as by all
appropriate legal requirements. You will also be subject to annual merit
increases as granted to employees from time to time.
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As an additional component of your compensation, I will recommend to the FSC
Board of Directors that you receive a stock option grant of 40,000 shares of
Xxxxxxxxx Semiconductor stock with an option price of $.25 US per share, dated
as of the date the Board acts on this recommendation and subject to the terms of
the Xxxxxxxxx Semiconductor Stock Option Plan. This recommendation and future
potential grant is subject to legal review by Korean counsel and registration,
if necessary, of the Xxxxxxxxx Semiconductor Stock Option Plan with the
government of South Korea. You will also be entitled to additional options at a
higher option price as part of a grant of options to be made to key Fairchild
Korea employees. I will be very much guided by your recommendations of the
persons to whom stock shall be awarded.
During the term of this letter agreement, you will be eligible to participate in
and take advantage of various fringe benefit plans comparable to those benefits
and plans in which you now participate and which are being continued or
replicated for Fairchild Korea. This includes such benefits as vacation time,
pension benefits and health coverage currently available to you in your current
position.
In the course of your service to FSC and Fairchild Korea, you have had and will
continue to have access to confidential data, trade secrets and other
information pertaining to FSC and Fairchild Korea known as Proprietary
Information. You agree that you shall not, during the term of this letter
agreement and anytime thereafter, regardless of the reason for termination of
your employment, disclose, directly or indirectly, any Proprietary Information
to any person other than such persons to whom you have been specifically
instructed to make disclosure by FSC or use any Proprietary Information,
directly or indirectly, for your own benefit or for the benefit of any other
person or entity. You also agree that you will not engage or participate in any
business which is competitive with FSC or Fairchild Korea and will not hire or
attempt to hire any employee of FSC or Fairchild Korea, will not call upon,
solicit or attempt to solicit any customers, sup[pliers, or potential customers
or FSC or Fairchild Korea during a period of twenty-four (24) consecutive months
after your employment terminates for any reason including the expiration of this
Letter Agreement.
D. J., I look forward to working with you. Please sign this Letter Agreement
below and retirn it to me as soon as possible.
Sincerely Yours,
Xxxx Xxxx
President and Chief Executive Officer
Seen and Agreed To:
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Dr. Deok-Xxxx Xxx Date
