EXHIBIT 10.26
January 13, 1998
Xxx Xxxxx
0000 Xxxx Xxxxx Xxxx
Xxxxxx, XX 00000
(000) 000-0000
Re: Employment Agreement
Dear Xxx:
We are pleased to offer you the positions of Executive Vice President of
Consilium, Inc. (the "Company") and President of the Company's Semiconductor and
Electronics Business Unit (the "Unit"). You will work out of Austin, Texas, and
report directly to the Company's President and CEO, Xxxxx Xxxxxxxx. Your
employment will start on a mutually agreed upon date (hereinafter known as the
"Hire Date"), and is contingent upon the satisfactory completion of the
Company's standard investigation of your background.
This letter sets forth the terms of your employment with the Company as
well as our understanding with respect to any termination of that employment
relationship. By signing this letter on the space provided on the last page,
you accept employment with the Company on the terms and conditions set forth in
this Agreement, and you agree to devote your full business time, energy and
skills to your duties at the Company.
During your employment with the Company, you will receive the following
compensation and benefits:
1. $20,000 per month base salary ($240,000 on an annualized basis) paid
semi-monthly in accordance with the Company's payroll procedures, less
applicable withholding. The Company will provide you with tax consultation
through its auditors, Xxxxxx Xxxxxxxx, to assist you with Texas resident tax
advice.
2. You will be eligible to receive a quarterly revenue/margin results
bonus of $20,000 per quarter during FY98 based on meeting or exceeding quarterly
revenue/margin targets and profitability targets for the Unit. The applicable
targets will be reviewed and
approved by the Company's Compensation Committee and provided to you in writing
by the Company within 30 days of your Hire Date. You must be employed by the
Company for the entire quarter in order to earn any bonus for that quarter.
During FY98, you will receive a guaranteed bonus of $5,000 per quarter under
this bonus arrangement.
In addition, you will be paid a one-time special FY98 year-end bonus of
$12,000 less applicable withholding.
3. Subject to the approval of the Compensation Committee of the Board of
Directors, you will be granted a stock option pursuant to the Company's 1996
Stock Option Plan (the "Option Plan") to purchase 200,000 shares of the
Company's common stock at an exercise price per share equal to its fair market
value on the date of your written employment acceptance, in accordance with the
Option Plan or modified Option Plan as agreed upon by you and the Company. Your
option will be subject to and governed by the terms of the Company's standard
form of stock option agreement or modified agreement which you will be required
to sign as a condition of the option grant.
4. The Company anticipates that Xxxxx Xxxxxxxx will be elevated to the
position of Chairman of the Board/CEO within six months to one year after the
Hire Date. Should that occur and provided that your performance in the
positions described above has been to the Company's satisfaction, you will be
elevated to the position of President and COO of the Company and nominated to
its Board of Directors in accordance with current Company by-laws and processes.
5. The Company will reimburse you for mutually agreed upon monthly housing
and transportation expenses in the Bay Area as agreed upon by you and the
Company. In addition, the Company will provide you with additional business
equipment in Austin as agreed upon by you and the Company.
6. In the event that the Company terminates your employment for reasons
other than cause, or your death or disability, you shall not be entitled to any
further compensation or benefits (other than as earned through the date of your
termination), except that if you sign a general release of known and unknown
claims in form satisfactory to the Company, you shall receive the following
severance benefits: (a) six months' base salary continuation at your then
current salary paid in accordance with the Company's payroll procedures, less
applicable withholding, and (b) upon your election of COBRA, the Company will
pay your COBRA premiums for a period of six months.
If your employment is terminated by the Company for cause as defined below,
or as a result of your death or disability, you shall be entitled to no
compensation or benefits from the Company other than those earned through the
date of your termination. For purposes of this agreement, a termination for
"cause" occurs if you are terminated for any of the following reasons.
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a. theft, dishonesty, misconduct, or falsification of any employment
or Company records;
b. improper disclosure of the Company's confidential or proprietary
information;
c. any intentional act by you which has a material detrimental effect
on the Company's reputation or business;
d. your failure or inability to perform any reasonable duties assigned
to you by the Company after written notice of, and a reasonably
opportunity to cure, such failure or inability; or
e. your conviction of any criminal act that impairs your inability to
perform your duties for the Company.
7. In the event that your employment is terminated by the Company under
certain circumstances following a "change of control," you will be entitled to
participate in the Company's Change of Control program at a level established
for Senior Vice Presidents if you sign the Company's standard form of change of
control agreement. That agreement will be presented to you shortly after the
Hire Date.
8. Upon your execution of the Company's standard form of indemnity
agreement, you will be eligible to participate in the Company's Directors and
Officers insurance program.
9. You will be eligible for medical, dental, vision, life and disability
insurance as described in the enclosed Benefits Summary once you meet the
eligibility requirements under the applicable programs.
10. You will be eligible to participate in the Company's Employee Stock
Purchase Plan in accordance with its terms.
11. You will be eligible to participate in the Company's 401(k) plan in
accordance with its terms.
Your employment with the Company is voluntarily entered into and is for no
specified period of time. As a result, you are free to resign at any time, for
any reason or for no reason. Similarly, the Company is free to terminate its
at-will employment relationship with you at any time, with or without cause.
Thirty days' notice of termination (or pay in lieu of notice) shall be provided
by you or the Company in the event that either elects to terminate the
employment relationship for any reason other than cause. During such thirty-day
period you shall continue to provide full and proper service to the Company in
your then current employment capacity unless the Company waives such notice
period.
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In the event of any dispute or claim relating to or arising out of our
employment relationship, this agreement or the termination of our employment
relationship (including, but not limited to, any claims of breach of contract,
wrongful termination or age or other discrimination), you and the Company agree
that all such disputes shall be fully and finally resolved by binding
arbitration conducted by an employment lawyer selected by the American
Arbitration Association in San Jose, California, and we waive our rights to have
such disputes or claims tried by a court or jury. However, we agree that this
arbitration provision shall not apply to any requests for injunctive relief that
may be made by you or the Company.
This letter agreement, the Company's standard employment proprietary rights
agreement, and the other agreements referred to above, all of which you agree to
sign as a condition of your employment, define the terms of your employment and
supersede all prior agreements, both written and verbal. This agreement cannot
be modified or amended except in a writing that is signed by an authorized
Company representative and you.
We are happy to confirm your employment offer with this letter, and we look
forward to your joining Consilium. Please indicate your acceptance of this
offer by signing one copy of this letter and returning it to me.
Sincerely,
Xxxxx Xxxx Ujihara
Director of Human Resources
cc: X. Xxxxxxxx
I agree to and accept employment with Consilium on the terms set out above, and
I certify that I have responded fully and accurately to all inquiries made of me
by Consilium during the pre-employment process.
_______________________________
Xxx Xxxxx
_______________________________
Date
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