HYBRID NETWORKS, INC.
CHANGE OF CONTROL BONUS AGREEMENT
This Agreement (the "Agreement") is made August 30, 2001, between
Hybrid Networks, Inc., a Delaware corporation ("Company"), and Xxxxxxx X.
Xxxxxxxxx ("Executive").
WHEREAS, Executive is currently employed by the Company as its
President and Chief Executive Officer; and
WHEREAS, the Company desires to provide an incentive for Executive to
continue to perform services for the Company.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements set forth below, it is mutually agreed as follows:
1. Change of Control. In the event that a Change of Control of the
Company occurs while Executive is employed by the Company, or not more than 90
days following Executive's termination by the Company without "cause" (as
defined in Executive's Stock Option Agreement with the Company dated 3/20/2000,
the Company shall pay Executive an amount equal to $500,000 upon the
consummation of such Change of Control.
For purposes of this Section 1, a Change of Control shall be
deemed to occur upon:
(i) the sale, lease, conveyance or other disposition of all or
substantially all of the Company's assets as an entirety
or substantially as an entirety to any person, entity or
group of persons acting in concert other than in the
ordinary course of business;
(ii) a merger of the Company with another entity as a result of
which the stockholders of Company immediately prior to
such merger own less than 50% of the common stock of
either the surviving company of such merger or the parent
company of such surviving company; or
(iii) any sale of stock by the Company that is approved by the
Board of Directors of the Company, or the completion of
any tender offer or exchange offer for the common stock of
the Company, that results in any Person (as defined in
Section 13(h)(8)(E) under the Securities Exchange Act of
1934) becoming the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934), directly
or indirectly, of more than 50% of the aggregate voting
power of all classes of common equity of the Company,
except if such Person is (A) a subsidiary of the Company,
(B) an employee stock ownership plan for employees of the
Company or
(C) a company formed to hold the Company's common equity
securities and whose shareholders constituted, at the time
such company became such holding company, substantially
all the shareholders of the Company.
2. Termination. This Agreement shall terminate and be of no further
force and effect on December 31, 2003.
3. Future Employment. Nothing in this Agreement shall confer or be
deemed to confer on Executive any right to continue in the employ of, or
continue any other relationship with, the Company.
4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken
together constitutes one and the same instrument.
5. Entire Agreement. The parties hereto acknowledge that each has read
this Agreement, understands it, and agrees to be bound by its terms. The parties
further agree that this Agreement constitutes the complete and exclusive
statement of the agreement between the parties and supersedes all proposals
(oral or written), understandings, representations, conditions, covenants, and
all other communications between the parties relating to the subject matter
hereof, provided that this Agreement shall be in addition to, and not supercede
or negate any of the terms of, that certain letter agreement between the Company
and Executive dated January 12, 2000.
6. Governing Law. This Agreement shall be governed by the law of the
State of California.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
HYBRID NETWORKS, INC. EXECUTIVE
By: /s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxx
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Title: Chairman of the Board
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