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EXHIBIT 10(v)
UNITRODE CORPORATION
July 25, 1999
Xx. Xxxxxx X. Xxxxxxxxxx
0 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxx Xxxxxxxxx 00000
Re: Employment
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Dear Xx. Xxxxxxxxxx:
By letter dated November 11, 1997, from Unitrode Corporation
("Corporation") to you ("Retention Letter"), the Corporation has agreed to
provide you with certain benefits in the event your employment is terminated
either by the Corporation or a successor without "Cause" or by you for "Good
Reason" following a "change in control" of the Corporation (as each such term is
defined in the Retention Letter). The Corporation is entering into that certain
Agreement and Plan of Merger, dated as of the date hereof, among the
Corporation, Texas Instruments Incorporated ("TI") and Unicorn Acquisition Corp.
(the "Merger Agreement") pursuant to which the Corporation will be acquired by
TI (the "Acquisition"). This letter (this "Amendment") shall amend the Retention
Letter effective as of the Closing Date (as defined in the Merger Agreement).
This Amendment shall be null and void if the Acquisition is not consummated.
1. Continued Employment. From the Closing Date until November 15, 2000, you
will be employed by the Corporation or TI. As may be reasonably requested by TI,
you will perform transition services for up to the first six (6) months
following the Acquisition (the "Transition Period") and thereafter perform other
services, in each case consistent with your position with the Corporation prior
to the Acquisition. You shall initially report directly to Xxx Xxxxxxxx. You
shall not be obligated to maintain office hours except as may be reasonably
requested by TI during the Transition Period. You may obtain other full-time
employment following the Transition Period. Your services
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following the Transition Period may be rendered at times and in a manner
reasonably convenient to you.
2. Acknowledgement of Good Reason. The Corporation acknowledges that you
have Good Reason by reason of the change in the status of your responsibilities
after the Acquisition. However, in consideration of the terms of this Amendment,
you have agreed not to resign your employment with the Corporation and/or TI for
Good Reason until November 15, 2000.
3. Compensation. You shall be paid during your employment with the
Corporation or TI after the Acquisition your base salary at a rate of $30,000
per month and you shall continue to receive employee benefits (as in effect from
time to time for employees of the Corporation). You shall not be eligible for
any bonuses. In addition, if TI requires you to maintain substantially full-time
office hours beyond the first three months of the Transition Period, you shall
receive, as a retention bonus, an additional amount equal to your base salary
rate with respect to such portion of the Transition Period so worked.
4. Special Payment. Subject to the other terms approved by the Board of
Directors of the Corporation, as an inducement for you to enter into this
Amendment and in consideration of both your continued employment until November
15, 2000 (notwithstanding the existence of Good Reason following the Closing
Date), and your agreement to the competition restrictions set forth in Section 9
hereof, and in recognition of the fact that (a) your services and expertise are
essential to the success of the business combination and (b) your continued
employment hereunder may preclude your pursuit of certain other employment
opportunities (including opportunities which might otherwise have allowed you to
earn incentive bonuses and equity awards), the Corporation shall pay to you a
special payment (the "Special Payment") in the amount of $2,000,000. The Special
Payment shall be paid to you during the first six (6) months following the
Acquisition in equal monthly installments.
5. Employee Policies. You shall be entitled to and shall abide by all
applicable employment and personnel policies in effect from time to time.
6. Resignation. You shall resign your employment with TI and the
Corporation for Good Reason on November 15, 2000. Immediately upon such
resignation, you shall be paid $596,694, plus any unpaid retention bonus and
salary for the period from the Acquisition to November 15, 2000; provided,
however, that (a) if the period of your employment hereunder is less than twelve
(12) months following the Acquisition, you shall receive an additional $30,000
for each full calendar month remaining in such twelve-month period and (b) if
the period of your employment hereunder is greater than (12) months following
the Acquisition, $596,694 shall be reduced by $30,000 for each full calendar
month exceeding such twelve-month period.
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July 25, 1999
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You shall also remain entitled to all of the benefits provided in the Retention
Letter (as amended hereby) including, without limitation, Sections IV(C)(4) and
IV(D) thereof.
7. Amendment to Severance Agreement. Section IV of the Retention Letter is
hereby amended as follows:
a. Subsections IV(C)(2) and (6) are stricken in their entirety; provided,
however, that the payments provided in Sections 6 and 7 hereof shall be treated
a Severance Payments (as such term is defined in the Retention Letter).
b. Subsection (IV)(C)(3) is stricken and replaced by the following
provision:
"in lieu of shares of common stock of TI ("Common Shares")
issuable upon exercise of outstanding options ("Options"), and stock
appreciation rights ("SARs"), if any, granted to you under the 1972
Stock Option Plan or 1983 Stock Option Plan, or any successor plans
(which Options shall be cancelled upon the making of the payment
referred to below), TI shall pay to you, at the time of your
termination of employment, the number of shares of common stock of TI
(rounded up to the nearest whole share) having a fair market value (as
defined below) on the date of or nearest before your termination of
employment equal to the product of (1) the excess of the greater of
(x) the fair market value of the common stock of TI on the date of or
on the date nearest before your termination of employment and (y) the
fair market value of the common stock of TI on the Closing Date (as
defined in the Merger Agreement), over the per share exercise price of
each Option (as exchanged and adjusted pursuant to the Merger
Agreement) held by you (whether or not then fully exercisable), and
(2) the number of shares of common stock of TI covered by each such
Option (as exchanged and adjusted pursuant to the Merger Agreement).
Additionally, any restrictions on transfer on any restricted stock
held by you pursuant to the Corporation's 1979 and 1984 Restricted
Stock and Cash Bonus Plan shall be removed, such stock shall be
delivered to you, and the Corporation shall pay to you such cash bonus
as you shall be entitled to pursuant to the said plans upon delivery
of the stock. For the purposes of this Section IV(C)(3), "fair market
value" means the closing price on the applicable date of one share of
common stock of TI (rounded to the nearest thousandth) on the New York
Stock Exchange (as reported in the New York City edition of the Wall
Street Journal or, if not reported thereby, another nationally
recognized source);".
c. Subsection (IV)(C)(5) is amended by replacing the words "twenty-four
(24)" with "twelve (12)" wherever they appear in such subsection.
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8. Other Termination. In the event of your termination of employment for
any reason other than your resignation prior to November 15, 2000, such
termination shall be treated as a resignation for Good Reason and you shall be
entitled to the payments provided for in Sections 6 and 7 hereof. You shall also
remain entitled to all of the benefits provided in the Retention Letter (as
amended hereby) including, without limitation, Sections IV(C)(4) and IV(D)
thereof.
9. Competitive Activities. You agree that for a period of one (1) year from
the termination of your employment with the Corporation or TI, you will not (i)
perform services, as an employee, consultant or otherwise, for any competitor of
the Corporation or its subsidiaries for the purpose of assisting such competitor
in efforts intended to be competitive with those products described in the
Corporation's FY 2000 AOP/LRP planning documents, or (ii) hire, solicit for hire
or assist any person to hire or solicit for hire any employee of TI, the
Corporation or their subsidiaries without the consent of TI.
This Agreement shall be binding upon and inure to the benefit of the
Corporation and its successors and assigns. This Agreement shall be enforceable
by you and your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. The Corporation or any
successor to the Corporation may assign its rights under this Agreement to any
corporation which owns all of the outstanding equity of the Corporation or any
successor thereto.
If the foregoing accurately reflects our mutual understanding, please sign
and return the enclosed copy of this letter, as evidence of our agreement.
Very truly yours,
UNITRODE CORPORATION
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Senior Vice President, General
Counsel & Secretary
Agreed to this 26th day
of July, 1999.
/s/ XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxx
