EXHIBIT 10.27
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment to Employment Agreement (the "Amendment") is entered into
as of June 11, 1997 by and between Ram Banin (the "Employee") and TCSI
Corporation, a Nevada corporation (the "Employer"). The Amendment is an
amendment to the Employment Agreement dated as of May 11, 1992 by and between
Employee and Teknekron Communications Systems, Inc. Employer's predecessor
(the "1992 Agreement").
AMENDMENT. Except as herein amended, all of the terms and conditions of the
1992 Agreement remain in full force and effect.
TERM OF EMPLOYMENT. Paragraph 2 of the 1992 Agreement is deleted in its
entirety and replaced with the following:
2. TERM OF EMPLOYMENT. The employment relationship between Employee and
Employer may be terminated by either party at any time, with or without
cause, upon thirty (30) days written notice, subject to the terms of
paragraph 15.
THE FOLLOWING PARAGRAPHS ARE ADDED TO THE 1992 AGREEMENT:
14. CHANGE OF CONTROL.
(a) In the event of a change in control of Employer, as defined
immediately below, all Employee's options shall be deemed exercisable
vested options, regardless of their vesting date, prior to the consummation
of such transaction. Moreover, Employee shall be entitled to any other
acceleration of stock vesting and no less favorable terms respecting any
acceleration of vesting than granted to any other executive of Employer.
(b) A "change in control of Employer" shall mean: a merger
transaction or sale of stock by existing shareholders of Employer to a
single purchaser or group of affiliated purchasers, as a result of either
of which actions shareholders of Employer's voting capital stock
immediately prior to such transaction do not own at least a majority of the
outstanding shares (or other equivalent evidence of ownership) immediately
following such transaction; or, a sale of all or substantially all of
Employer's assets to a third party.
15. TERMINATION OF EMPLOYMENT
(a) TERMINATION BY EMPLOYER WITH CAUSE. In the event Employer
terminates Employee's employment for cause, all compensation and benefits
under the 1992 Agreement as hereby amended shall cease. Cause is defined
as:
(i) the willful and continued failure by Employee to
substantially perform his duties hereunder, after demand therefor
is delivered by the Employer in writing; or
(ii) the willful engaging by Employee in misconduct which is
materially injurious to the Employer.
(iii) No act or failure to act by Employee shall be
considered "willful" unless done or omitted by him in bad faith
and without reasonable belief that his action or omission was in
the best interest of Employer.
(b) TERMINATION BY EMPLOYER WITHOUT CAUSE. In the event Employer
terminates Employee without cause, as cause is above defined,
Employer shall continue Employee's salary and target bonus,
benefits, stock option grants and vesting for a period of one (1)
year.
(c) TERMINATION BY EMPLOYEE. A termination by Employee shall be
deemed a "termination without cause" and the provisions of sub-
paragraph 15(b) above shall apply should Employee terminate his
employment for any of the following reasons after providing (30)
days written notice to Employer:
(i) if there occurs a change in control of Employer (as defined
above); or
(ii) if there has been a failure by the Employer to comply with
any material provision of the 1992 Agreement as hereby amended, which
has not been cured with ten (10) days after notice thereof
(iii) if there is a change in the place of employment beyond
the San Francisco Bay Area
(iv) if there is material reduction in the Employee's base
salary, bonus, benefits or responsibilities.
16. ARBITRATION. Any controversy between Employer and Employee arising
under or in connection with the 1992 Agreement, as hereby amended,
shall on the written request of either party served on the other, be
submitted to final and binding arbitration and judgment on the award
rendered by the arbitrator may be entered in any court having
jurisdiction. arbitration shall comply and be governed by the
provisions of the Employment Arbitration Rules of the American
Arbitration Association. The cost of arbitration and reasonable
attorney fees of the prevailing party in any such arbitration shall be
borne by the losing party.
17. ATTORNEY FEES AND COSTS. If any arbitration or action at law or in
equity is necessary to enforce or interpret the terms of the 1992
Agreement, as hereby amended, the prevailing party shall be entitled
to reasonable attorneys' fees and costs in addition to any other
relief to which that party may be entitled. This provision shall be
construed as applicable to the entire contract.
TCSI Corporation Ram Banin
/s/ Xxxx X. Xxxxxx /s/ Ram X. Xxxxx
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By: Chairman
Its: Compensation Committee
Teknekron Communications Systems
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EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT is entered into as of the 11th day of May, 1992 by and
between Ram Banin (the "EMPLOYEE") and Teknekron Communications Systems, Inc.
(the "EMPLOYER").
1. EMPLOYMENT. EMPLOYER employs EMPLOYEE, and EMPLOYEE accepts employment
with EMPLOYER, on the terms and conditions set forth in the Agreement.
2. TERMS OF EMPLOYMENT. The employment relationship between EMPLOYEE and
EMPLOYER may be terminated as follows:
(a) During the first (90) days of employment, either party may terminate
without prior notice and for any reason whatsoever, or for no reason
and without cause; or
(b) After the first ninety (90) days of employment, either party may
terminate for any reason whatsoever, or for no reason and without
cause, upon the giving of (i) two weeks' written notice to the other
party or (ii) pay equal two (2) weeks of EMPLOYEE's salary in lieu of
such notice; or
(c) At any time, EMPLOYER may terminate EMPLOYEE without prior notice if
EMPLOYEE materially fails to perform any obligation or duty owed to
EMPLOYER.
3. DUTIES. EMPLOYEE shall perform such tasks and duties as may be assigned by
EMPLOYER, from time to time. At all times EMPLOYEE shall follow all of
EMPLOYER's legal instructions and directions and shall abide by all of
EMPLOYER's rules and procedures in force from time to time while employed.
EMPLOYEE shall devote his full time, attention, skill and efforts to the
tasks and duties assigned by EMPLOYER. Without the prior written consent
of EMPLOYER, EMPLOYEE shall not provide services, for compensation, to any
other person or business entity while employed by EMPLOYER.
EMPLOYEE understands and acknowledges that EMPLOYER has a policy not to
engage directly or indirectly, deliberately or inadvertently, in any
recruitment or employment policies that cause the EMPLOYEE to violate any
contract commitment such EMPLOYEE may have with a prior EMPLOYER or other
third party. By accepting employment, EMPLOYEE certifies that no such
conflict exists and that any questions regarding a potential conflict have
been fully disclosed in writing to EMPLOYER.
4. COMPENSATION. As compensation for all services to be rendered by EMPLOYEE
to EMPLOYER, EMPLOYEE shall be paid a salary at the annual rate of
$165,000.00. Said salary shall be payable in accordance with EMPLOYER's
standard procedures. EMPLOYER shall withhold from any amounts payable as
compensation all federal state, municipal or other taxes as are required by
any law, regulation or ruling.
(a) EMPLOYEE understands and agrees that EMPLOYEE's salary may be adjusted
by EMPLOYER prospectively, and at its sole discretion from time to
time, without affecting the remaining terms of this Agreement.
(b) EMPLOYEE understands and agrees that any other compensation that may
be paid to EMPLOYEE for services rendered, or to be rendered, (whether
by way of an incentive payment,
opportunity to acquire stock or any other form of additional
compensation) shall rest in the sole discretion of EMPLOYER.
5. PROPERTY RIGHTS; DUTY TO DISCLOSE. EMPLOYEE hereby acknowledges and agrees
to be bound by the provisions of the EMPLOYER's "Non-Disclosure/Assignment
Agreement" attached hereto as Exhibit A and made a part hereof by this
reference as though set forth in full herein. The provisions of Exhibit A
shall survive any termination of this Agreement.
6. NONSOLICITATION OF EMPLOYEES. EMPLOYEE specifically agrees that during the
term of this Agreement and for a period of one (1) year thereafter,
EMPLOYEE shall not, directly or indirectly, either for himself or for any
other person, firm, corporation or other legal entity, solicit any then
employee of EMPLOYER to leave the employment of EMPLOYER.
7. NO ASSIGNMENT. This Agreement may not be assigned by EMPLOYEE without the
written consent of EMPLOYER. This Agreement shall be binding on the heirs,
executors, administrators, personal representatives, successors and assigns
of EMPLOYEE and EMPLOYER.
8. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with and subject to the laws of the State where the
EMPLOYEE was principally rendering services for EMPLOYER.
9. NOTICES. All notices or other communications provided for or by this
Agreement shall be made in writing and shall be deemed properly delivered
when (i) delivered personally or (ii) by the mailing of such notice by
registered or certified mail, postage prepaid, to the parties at the
addresses set forth on the signature page of this Agreement (or to such
other address as one party designates to the other in writing).
10. ENTIRE AGREEMENT AND WAIVER. This Agreement is the entire agreement
between the parties relating to EMPLOYEE's employment. It supersedes all
prior agreements, arrangements, negotiations and understandings related
thereto. No waiver of any term, provision or condition of this Agreement
shall be deemed to be, or shall constitute, a waiver of any other term,
provision of condition herein, whether or not similar. No such waiver
shall be binding unless in writing and signed by the waiving party.
11. AMENDMENTS. No supplement, modification or amendment of any term,
provision or condition of this Agreement shall be binding or enforceable
unless evidenced in writing executed by the parties hereto.
12. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
13. REFORMATION/SERVERABILITY. In any provision of this Agreement is declared
invalid by any tribunal, then such provision shall be deemed automatically
adjusted to the minimum extent necessary to conform to the requirements for
validity as declared at such time and, as so adjusted, shall be deemed a
provision of this Agreement as though originally included herein. In the
event that the provision invalidated is of such a nature that it cannot be
so adjusted, the provision shall be deemed deleted from this Agreement as
though such provision had never been included herein. In either case, the
remaining provisions of this Agreement shall remain in effect.
After carefully reading and considering the foregoing provisions and Exhibit
A, EMPLOYEE has voluntarily signed this Agreement on as of the date first
above written.
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COMPANY: EMPLOYEE:
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Teknekron Communications Systems, Inc. /s/Ram X. Xxxxx
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Name of Company EMPLOYEE Signature
0000 Xxxxxxx Xxx
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Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
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City, State City, State
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Telephone
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Social Security #
5/7/92
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Date
