EXHIBIT 10.8
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 1st
day of October 2001, by and among GlobeSpan, Inc., a Delaware corporation (the
Company"), and Xxxxxxx W. A. Cotton (the "Executive").
WHEREAS, the Executive is currently employed as Chief Executive
Officer of the Virata Corporation ("Virata");
WHEREAS, pursuant to that Merger Agreement among the Company, Wine
Acquisition Corp. and Virata (the "Merger Agreement"), Virata will be merged
into a subsidiary of the Company and will survive as a wholly owned subsidiary
of the Company (the "Merger");
WHEREAS, the parties hereto wish to enter into the arrangements set
forth herein with respect to the terms and conditions of the Executive's
employment with the Company from and after the date of the consummation of the
Merger; and
WHEREAS, this Agreement sets out the terms which will apply both
during the Employment Period as defined below and when the Executive becomes the
Non-Executive Chairman of the Board ("Non-Executive Chairman"). However the
parties hereto agree that they will, at the Executive's request, enter into a
separate non-executive director's agreement reflecting the terms of his
non-executive chairmanship as set out below and will then sever those terms from
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto
agree as follows:
1. EMPLOYMENT AGREEMENT. On the terms and conditions set forth in
this Agreement, the Company agrees to employ the Executive and the Executive
agrees to be employed by the Company for the Employment Period set forth in
Section 2 hereof and in the position and with the duties set forth in Section 3
hereof. Terms used herein with initial capitalization are defined in Section 22
below. This Agreement shall be effective as of the Effective Time of the Merger
(as defined in the Merger Agreement), and, at the Effective Time, shall replace
and supersede any employment agreement between the Executive and the Company or
one of its Affiliates or predecessors (the "Current Agreement"). This Agreement
shall be of no effect unless, and until, the Merger is consummated.
2. TERM. Unless earlier terminated pursuant to Section 8, the term
of the Executive's employment hereunder shall commence on the day in which the
Effective Time of the Merger occurs (the "Effective Date") and shall conclude on
the first anniversary of the Effective Date (the "Employment Period").
3. POSITION AND DUTIES. The Executive shall serve as Executive
Chairman of the Board during the one-year period immediately following the
Effective Date. After the expiration of such one-year period, the Executive
shall serve as the Non-Executive Chairman for a further 12 months or for such
longer period as may be agreed between the Executive and the
a further 12 months or for such longer period as may be agreed between the
Executive and the Company but subject always to the Company's Articles of
Association and any relevant provisions of law. The Executive shall render
executive, policy and other management services to the Company as reasonably
determined by the Board having regard to the Executive's status and position
within the Company. The Executive shall devote the Executive's reasonable best
efforts and, only during the period while the Executive serves as Executive
Chairman of the Board, substantially full business time to the performance of
the Executive's duties hereunder and the advancement of the business and
affairs of the Company during the Employment Period (save that the Executive may
devote time to managing his personal investments and to charitable and community
activities, and, with the consent of the Board, take up other offices and
positions during the Employment Period).
4. PLACE OF PERFORMANCE. During the Employment Period, the
Executive's primary place of employment and work location shall be Cambridge,
England, except for reasonable travel on Company business and as otherwise
consented to by the Executive.
5. COMPENSATION.
(a) BASE SALARY. During the period when the Executive serves as the
Executive Chairman of the Board, the Company shall pay to the Executive an
annual base salary (the "Base Salary"), which initially shall be at the rate of
$200,000 per year. The Executive's Base Salary shall not be changed during the
period when the Executive serves as Executive Chairman of the Board. The Base
Salary shall be payable no less frequently than monthly in arrears to such bank
account as may be designated by the Executive. In addition all options to
purchase stock of Virata and shares of restricted stock of Virata granted to the
Executive prior to the Merger will be treated in accordance with the Merger
Agreement. When the Executive takes up his office as Non-Executive Chairman
following the expiry of the Employment Period, his remuneration will be the then
sterling equivalent of the remuneration paid to other non-executive directors of
the Company; provided that it is recognized by the Company that the Executive
shall have a special role, and the Company shall recommend to the compensation
committee of the Board appropriate additional compensation commensurate with
such service. In addition, all options to purchase Company stock and shares of
restricted Company stock granted to the Executive, whether pursuant to the
Merger Agreement or otherwise, shall continue to vest during the period of his
continued service to the Company, whether as Executive Chairman of the Board,
Non-Executive Chairman or member of the Board as if the Executive remained an
employee of the Company during such period. Any options that have been granted
prior to the Effective Date and those options granted during the Employment
Period shall continue to be exercisable until three years after the termination
of the Employment Period for any reason other than voluntary termination of the
Executive's employment without good reason. Any options granted to the
Executive at a time when the Executive services as Non-Executive Chairman shall
vest and be exercisable in accordance with the Company's non-employee director
stock option plan.
(b) BONUS. During the period when the Executive serves as the
Executive Chairman of the Board, the Executive shall be eligible to earn an
annual performance bonus in an amount determined at the discretion of the Board
for each fiscal year; provided, however, that the Executive's total cash
compensation while serving as Executive Chairman of the Board (but
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for no other period hereunder) shall be no less than $500,000 for the Employment
Period (this minimum shall not apply for the period when the Executive serves as
Non-Executive Chairman). It is the intention of the parties hereto that, during
each calendar year during the period when the Executive shall serve as the
Executive Chairman of the Board, the Company shall establish a target bonus for
the Executive with respect to such year (it being understood and agreed that the
target bonus shall neither be considered a floor nor a ceiling with respect to
the actual amount of annual bonus that is paid to the Executive in such year).
During the period when the Executive serves as Non-Executive Chairman, he shall
not be eligible for any annual bonus hereunder, and shall not have established
(or deemed) a target bonus unless other non-executive directors of the Company
are eligible for such bonuses.
(c) BENEFITS. During the Employment Period, the Executive will be
entitled to all employee benefits and perquisites (including health, welfare,
life insurance, pension and incentive plans, sick pay and other arrangements) as
shall provide him with benefits that shall be not less favorable to the
Executive than those he enjoyed as an employee of Virata immediately prior to
the Merger, under the terms of those Virata benefit plans.
(d) VACATION; HOLIDAYS. During the Employment Period, the
Executive's holiday entitlement in each holiday year shall be unchanged from the
terms which applied immediately prior to the Merger.
(e) WITHHOLDING TAXES AND OTHER DEDUCTIONS. To the extent required
by law, the Company shall withhold from any payments due to the Executive under
this Agreement such taxes and such other deductions as are prescribed by law in
England and Wales.
6. EXPENSES. The Executive is expected and is authorized, subject
to the business expense policies as determined by the Board, to incur reasonable
expenses in the performance of his duties hereunder, including the costs of
entertainment, travel, and similar business expenses. The Company shall promptly
reimburse the Executive for all such expenses upon periodic presentation by the
Executive of an accounting of such expenses on terms applicable to senior
executives of the Company. For the avoidance of doubt, both during the
Employment Period and whilst the Executive is Non-Executive Chairman, the
Company agrees that it will reimburse the Executive the cost of his travel and
subsistence incurred in attending board meetings in the US.
7. CONFIDENTIALITY; WORK PRODUCT.
(a) INFORMATION. The Executive acknowledges that the information,
observations and data obtained by the Executive concerning the business and
affairs of the Company and its Affiliates and their predecessors during the
course of the Executive's performance of services for, or employment with, any
of the foregoing persons (whether or not compensated for such services) are the
property of the Company and its Affiliates, including information concerning
acquisition opportunities in or reasonably related to the business or industry
of the Company or its Affiliates of which the Executive becomes aware during
such period. Therefore, the Executive agrees that he will not at any time
(whether during or after the Employment Period) disclose to any unauthorized
person or, directly or indirectly, use for the Executive's own account, any of
such information, observations, data or any Work Product (as
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defined below) or Copyrightable Work (as defined below) without the Board's
consent, unless and to the extent that the aforementioned matters become
generally known to and available for use by the public other than as a direct
or indirect result of the Executive's acts or omissions to act or the acts or
omissions to act of other senior or junior management employees of the Company
and its Affiliates. The Executive agrees to deliver to the Company at the
termination of the Executive's employment, or at any other time the Company may
request in writing (whether during or after the Employment Period), all
memoranda, notes, plans, records, reports and other documents, regardless of
the format or media (and copies thereof), relating to the business of the
Company and its Affiliates and their predecessors (including, without
limitation, all acquisition prospects, lists and contact information) which the
Executive may then possess or have under the Executive's control.
(b) INTELLECTUAL PROPERTY. The Executive acknowledges that all
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports, trade secrets, know-how, ideas, computer programs, and all
similar or related information (whether or not patentable) that relate to the
actual or anticipated business, research and development or existing or future
products or services of the Company or its Affiliates that are conceived,
developed, made or reduced to practice by the Executive while employed by the
Company or any of its predecessors ("Work Product") belong to the Company and
the Executive hereby assigns, and agrees to assign, all of the Executive's
rights, title and interest in and to the Work Product to the Company. Any
copyrightable work ("Copyrightable Work") prepared in whole or in part by the
Executive in the course of the Executive's work for any of the foregoing
entities shall be deemed a "work made for hire" under the copyright laws, and
the Company shall own all rights therein. To the extent that it is determined,
by any authority having jurisdiction, that any such Copyrightable Work is not a
"work made for hire," the Executive hereby assigns and agrees to assign to
Company all the Executive's rights, title and interest, including, without
limitation, copyright in and to such Copyrightable Work. The Executive shall
promptly disclose such Work Product and Copyrightable Work to the Board and
perform all actions reasonably requested by the Board (whether during or after
the Employment Period) to establish and confirm the Company's ownership
(including, without limitation, assignments, consents, powers of attorney and
other instruments).
(c) ENFORCEMENT. The Executive acknowledges that the restrictions
contained in this Section 7 are reasonable and necessary, in view of the nature
of the Company's business, in order to protect the legitimate interests of the
Company, and that any violation thereof would result in irreparable injury to
the Company. Therefore, the Executive agrees that in the event of a breach or
threatened breach by the Executive of the provisions of this Section 7, the
Company shall be entitled to obtain from any court of competent jurisdiction,
preliminary or permanent injunctive relief restraining the Executive from
disclosing or using any such confidential information. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for such breach or threatened breach, including, without limitation,
recovery of damages from the Executive.
8. TERMINATION OF EMPLOYMENT. Any termination of the Employment
Period by the Company or the Executive shall be communicated by written Notice
of Termination to the other party hereto in accordance with Section 11 hereof.
For purposes of this Agreement, a "Notice of Termination" shall mean a notice
which shall indicate the specific termination
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provision in this Agreement relied upon, if any, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employment Period under the provision so indicated.
Termination of the Employment Period shall take effect on the Date of
Termination. The Employment Period shall be terminated under the following
circumstances:
(a) DEATH. The Employment Period shall terminate upon the
Executive's death;
(b) BY THE COMPANY. The Company may terminate the Employment Period
(i) if the Executive shall have been unable to perform all of the Executive's
duties hereunder by reason of illness, physical or mental disability or other
similar incapacity, which inability shall continue for more than three
consecutive months, or any six months in a twelve-month period (a "Disability");
or (ii) with or without Cause; provided, however, that, with respect to any
termination by the Company during the first two years after the Effective Date,
any purported termination by the Company of the Executive's employment
hereunder for any reason shall only be effective upon the affirmative vote, in
writing, of directors constituting at least seventy-five percent of the then
current members of the full Board, after a duly constituted meeting of the Board
held to consider such matter, with reasonable advance notice to the Executive
that such Board meeting is to occur, and with an opportunity provided to the
Executive to be represented at such Board meeting with counsel (and, after such
period, if relevant, such termination shall be effectuated upon a simple
majority vote of the Board);
(c) BY THE EXECUTIVE. The Executive may terminate the Employment
Period at any time for Good Reason or without Good Reason; or
(d) NON-RENEWAL. The Employment Period will terminate pursuant to
the terms of Section 2 by effluxion of time.
9. COMPENSATION UPON TERMINATION. In all the cases set out below
the Company will, without prejudice to any other sums payable to or on behalf of
the Executive, pay to the Executive or on his behalf cash in lieu of accrued but
untaken holiday pay.
(a) DEATH. If the Employment Period terminates as a result of the
Executive's death, the Company shall promptly pay to the Executive's estate,
or as may be directed by the legal representatives of such estate, after the
Date of Termination any accrued but unpaid Base Salary through the Date of
Termination and all other unpaid amounts, if any, which the Executive has
accrued and is entitled to as of the Date of Termination in connection with any
fringe benefits or under any bonus or incentive compensation plan or program of
the Company pursuant to Sections 5(b) and (c) hereof, and the Company shall have
no further obligations to the Executive under this Agreement or otherwise (other
than pursuant to any employee benefit plan and any life insurance, death in
service or other equivalent policy for the benefit of the Executive).
(b) DISABILITY. If the Company terminates the Employment Period
because of the Executive's Disability, the Company shall promptly pay to the
Executive after the Date of Termination any accrued but unpaid Base Salary
through the Date of Termination and all other unpaid amounts, if any, which the
Executive has accrued and is entitled to as of the Date of
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Termination in connection with any fringe benefits or under any bonus or
incentive compensation plan or program of the Company pursuant to Sections
5(b) and (c) hereof, and the Company shall have no further obligations to the
Executive under this Agreement or otherwise (other than pursuant to any employee
benefit plan and any disability or other medical insurance policy for the
benefit of the Executive).
(c) BY THE COMPANY FOR CAUSE; BY THE EXECUTIVE WITHOUT GOOD REASON.
If the Company terminates the Employment Period for Cause or if the Executive
terminates the Employment Period without Good Reason, the Company shall promptly
pay to the Executive after the Date of Termination any accrued but unpaid Base
Salary through the Date of Termination and all other unpaid amounts, if any,
which the Executive has accrued and is entitled to as of the Date of Termination
in connection with any fringe benefits or under any bonus or incentive
compensation plan or program of the Company pursuant to Sections 5(b) and
(c) hereof, and other than pursuant to employee benefit plans, the Company shall
have no further obligations to the Executive under this Agreement.
(d) BY THE COMPANY WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON.
If the Company terminates the Employment Period other than for Cause, Disability
or death, or the Executive terminates the Employment Period for Good Reason, (i)
the Company shall promptly pay to the Executive after the Date of Termination a
cash lump sum equal to (A) any accrued but unpaid Base Salary through the Date
of Termination and all other unpaid amounts, if any, which the Executive has
accrued and is entitled to as of the Date of Termination; (B) the product of (I)
100% of the Executive's target bonus for the calendar year in which the
termination of employment occurs times (II) a fraction, the numerator of which
is the number of days of the then current calendar year that have elapsed prior
to the Date of Termination, and the denominator of which is 365; (C) an amount
equal to the product of (I) the Base Salary and (II) two; and (D) the
Executive's target bonus for the calendar year in which such termination of
employment occurs; (ii) the Company shall continue to provide welfare benefits
pursuant to Section 5(c) to the Executive for the twelve-month period commencing
on the Date of Termination (or, to the extent such benefits cannot be so
provided, the Company shall make a cash payment to the Executive in an amount
sufficient (on an after-tax basis) to allow the Executive to obtain comparable
benefits for such period), unless and until the Executive receives any such or
similar benefits while employed in any capacity by any other employer during
such twelve-month period; and (iii) all unvested options to purchase Company
stock and shares of restricted Company stock held by the Executive shall become
fully vested and, in the case of options, fully exercisable on the date of Date
of Termination, and such options shall remain exercisable for three years
following the Date of Termination. Other than as set forth herein, the Company
shall have no further obligations to the Executive under this Agreement or
otherwise (except pursuant to employee benefit plans and as otherwise set forth
in this Agreement).
(e) LIQUIDATED DAMAGES. The parties acknowledge and agree that
damages suffered by the Executive as a result of termination by the Company
without Cause shall be extremely difficult or impossible to establish or prove,
and agree that the payments and benefits provided pursuant to Section 9(d) shall
constitute liquidated damages for any breach of this Agreement by the Company
through the Date of Termination. The Executive agrees that, except for such
other payments and benefits to which the Executive may be entitled as expressly
provided by the terms of this Agreement or any applicable Company plan, such
liquidated
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damages shall be in lieu of all other claims that the Executive may make with
respect to termination of his employment, the Employment Period or any such
breach of this Agreement. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement, and,
except as specifically provided in clause (ii) of Section 9(d), such amounts
shall not be reduced whether or not the Executive obtains other employment.
10. NONCOMPETITION AND NONSOLICITATION.
(a) NONCOMPETITION. The Executive acknowledges that in the course of
his employment with the Company and its Affiliates and their predecessors, he
has and will continue to become familiar with the trade secrets of, and other
confidential information concerning, the Company and its Affiliates, that the
Executive's services will be of special, unique and extraordinary value to the
Company and its Affiliates and that the Company's ability to accomplish its
purposes and to successfully pursue its business plan and compete in the
marketplace depends substantially on the skills and expertise of the Executive.
Therefore, and in further consideration of the compensation being paid to the
Executive hereunder, the Executive agrees that, during the Employment Period and
for a period of twelve months following the cessation of the Employment Period
for any reason, other than a termination of employment in which Section
9(d) hereof applies (in which case the restrictions set forth in Section 10 of
this Agreement shall not apply) (the "Restricted Period"), he shall not, without
the consent of the Board, which consent will not be withheld unreasonably with
respect to non-operational venture capital or financing activities, directly or
indirectly own, manage, control, participate in, consult with, render services
for, or in any manner engage in any business competing with the businesses of
the Company or its Affiliates, in any country where the Company or its
Affiliates conducts business; provided, however, that passive investments
amounting to no more than three percent of the voting equity of a business shall
not be prohibited hereby.
(b) NONSOLICITATION. During the Restricted Period, the Executive
shall not directly or indirectly through another entity (i) induce or attempt to
induce any employee of the Company or any Affiliate to leave the employ of the
Company or such Affiliate, or in any way willfully interfere with the
relationship between the Company or any Affiliate and any employee thereof; or
(ii) induce or attempt to induce any customer, supplier, licensee or other
business relation of the Company or any Affiliate to cease doing business with
the Company or such Affiliate, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation and the
Company or any Affiliate.
(c) ENFORCEMENT. If, at the time of enforcement of this Section 10,
a court holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum duration,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
duration, scope and area permitted by law. If the provisions of this Section 10
shall be deemed illegal by any jurisdiction, the provisions in this Section 10
shall be deemed ineffective within such jurisdiction. Because the Executive's
services are unique and because the Executive has access to confidential
information, the parties hereto agree that money damages would be an inadequate
remedy for any breach of any provision of this Agreement. Therefore, in the
event of a breach or
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threatened breach by the Executive of any provision of this Agreement, the
Company may, in addition to other rights and remedies existing in its favor,
apply to any court of competent jurisdiction for specific performance and/or
injunctive or other relief in order to enforce, or prevent any violations of,
the provisions hereof (without posting a bond or other security).
11. NOTICES. All notices, demands, requests or other communications
required or permitted to be given or made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follows:
(a) If to the Company:
GlobeSpan, Inc.
000 Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxxxx 00000
Fax: (000) 000-0000
Attention: Chief Executive Officer
With a copy to:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx Xxxx, Esq.
(b) If to the Executive:
at the address on the books and records of the Company at the
time of such notice, or to such other address as may be designated by either
party in a notice to the other. Each notice, demand, request or other
communication that shall be given or made in the manner described above shall be
deemed sufficiently given or made for all purposes three days after it is
deposited in the U.S. mail, postage prepaid, or at such time as it is delivered
to the addressee (with the return receipt, the delivery receipt, the answer back
or the affidavit of messenger being deemed conclusive evidence of such
delivery) or at such time as delivery is refused by the addressee upon
presentation.
12. SEVERABILITY. The invalidity or unenforceability of any one or
more provisions of this Agreement shall not affect the validity or
enforceability of the other provisions of this Agreement, which shall remain in
full force and effect.
13. SURVIVAL. It is the express intention and agreement of the
parties hereto that the provisions of Sections 7, 9, 10 and 11 hereof shall
survive the termination of employment of the Executive. In addition, all
obligations of the Company to make payments hereunder shall survive any
termination of this Agreement on the terms and conditions set forth herein.
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14. ASSIGNMENT. The rights and obligations of the parties to this
Agreement shall not be assignable or delegable, except that (i) in the event of
the Executive's death, the personal representative or legatees or distributees
of the Executive's estate, as the case may be, shall have the right to receive
any amount owing and unpaid to the Executive hereunder; and (ii) the rights and
obligations of the Company hereunder shall be assignable and delegable in
connection with any subsequent merger, consolidation, sale of all or
substantially all of the assets of the Company and any similar event with
respect to any successor corporation.
15. BINDING EFFECT. Subject to any provisions hereof restricting
assignment, this Agreement shall be binding upon the parties hereto and shall
inure to the benefit of the parties and their respective heirs, devisees,
executors, administrators, legal representatives, successors and assigns.
16. AMENDMENT; WAIVER. This Agreement shall not be amended, altered
or modified except by an instrument in writing duly executed by the parties
hereto. Neither the waiver by either of the parties hereto of a breach of or a
default under any of the provisions of this Agreement, nor the failure of either
of the parties, on one or more occasions, to enforce any of the provisions of
this Agreement or to exercise any right or privilege hereunder, shall thereafter
be construed as a waiver of any subsequent breach or default of a similar
nature, or as a waiver of any such provisions, rights or privileges hereunder.
17. HEADINGS. Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.
18. GOVERNING LAW. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of England and Wales.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties respecting the employment of the Executive and
supersedes the Current Agreement upon commencement of the Employment Period,
there being no representations, warranties or commitments between the parties
except as set forth herein. The Executive agrees and acknowledges that following
the Effective Time, the Executive shall have no rights under the Current
Agreement and shall have no claim against the Company or Virata with respect to
the Current Agreement.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.
21. LEGAL FEES. The Company shall pay or reimburse the Executive for
reasonable attorneys' fees incurred by him in connection with the negotiation of
this Agreement and his commencement of employment hereunder.
22. DEFINITIONS.
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"Affiliates" means any entity, as may from time to time be designated
by the Board, and other entity directly or indirectly controlling or controlled
by or under common control with the Company. For purposes of this definition,
"control" means the power to direct the management and policies of such entity,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meaning correlative to the
foregoing.
"Board" means the board of directors of the Company.
"Cause" means (i) the Executive's indictment or conviction of a felony
or a crime involving moral turpitude or the intentional commission of any other
act or omission involving dishonesty or fraud that is materially injurious to
the Company or any of its Affiliates; (ii) the Executive's substantial and
repeated failure to perform duties of the office held by the Executive as
reasonably directed by the Board, if such failure is not cured within thirty
days after the Executive receives written notice thereof; (iii) gross negligence
or willful misconduct in the performance of the Executive's duties which
materially injures the Company or its reputation; or (iv) the Executive's
willful breach of the material covenants of this Agreement.
"Date of Termination" means (i) if the Executive's employment is
terminated by the Executive's death, the date of the Executive's death; (ii) if
the Executive's employment is terminated because of the Executive's Disability,
thirty days after Notice of Termination, provided that the Executive shall not
have returned to the performance of the Executive's duties on a full-time basis
during such thirty-day period; (iii) if the Executive's employment is terminated
by the Company for Cause, the date specified in the Notice of Termination; or
(iv) if the Executive's employment is terminated during the Employment Period
for any other reason, the date on which Notice of Termination is given.
"Good Reason" means, in the absence of a written consent of the
Executive: (i) the assignment to the Executive (other than an isolated,
insubstantial or inadvertent assignment not occurring in bad faith) of any
duties inconsistent with, or material reduction in or material change of, the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
3 of this Agreement and which is not remedied by the Company within ten days
after receipt of notice thereof given by the Executive; (ii) any failure by the
Company to comply with any of the provisions of Section 5 of this Agreement,
other than an isolated, insubstantial or inadvertent failure not occurring in
bad faith and which is remedied by the Company within ten days after receipt of
notice thereof given by the Executive; (iii) the Company's requiring the
Executive to be based at any office or location more than fifty miles from that
identified in Section 4 hereof; (iv) the Company's delivery of a Notice of
Non-Renewal to the Executive; or (v) any other reason entitling the Executive to
treat himself as constructively dismissed under the laws of England and Wales.
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on hereinabove written.
GLOBESPAN, INC.
By: /S/ XXXXXXX XXXXX
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
XXXXXXX W. A. COTTON
/S/ XXXXXXX W. A. COTTON
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