Xxxxxx 00, 0000
Xx. Xxxxx Xxxxx
ICOT Corporation
0000 Xxxxxx Xxxx
Xxx Xxxx, Xxxxxxxxxx
Severance Agreement
Dear Aamer:
The Board of Directors of ICOT Corporation has approved the following
amendment to the Severance Agreement dated as of May 15, 1995 between ICOT
Corporation and you: The 18 month period referenced in Section 2(a) of the
Agreement is extended to 24 months.
The Severance Agreement is amended to the extent stated above, and
otherwise remains in full force and effect in accordance with its terms.
Please sign below to acknowledge this amendment and the effectiveness of the
Severance Agreement.
Sincerely,
Xxxxxx Xxxxxxxxx
Director
Acknowledged:
_________________
Xxxxx Xxxxx
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT ("Agreement"), dated as of May 15, 1995, is
entered into by and between ICOT Corporation, a Delaware corporation with its
principal office at 0000 Xxxxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx 00000 (the
"Corporation"), and Xxxxx Xxxxx, whose home address is 0000 Xxxx Xxxxx Xxxxx,
Xxxxxxxxx, XX 00000 (the "Executive").
WHEREAS, the Executive currently serves the Corporation as its Chief
Executive Officer (CEO) and sits on its Board of Directors; and
WHEREAS, the Corporation is contemplating entering into a business
combination with Amati Communications Corporation ("Amati"); and
WHEREAS, the Corporation wishes to provide for severance benefits for
the Executive as a consequence of merger with Amati, which will result in the
election of a new CEO for the Corporation;
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the Corporation and the Executive agree as follows:
1. GENERAL.
Nothing in this Agreement is intended to modify any of the
existing terms and conditions of the Executive's employment with the
Corporation or to create any express or implied contract of employment,
except as specifically provided herein.
2. SEVERANCE PAY ELIGIBILITY.
(a) If the Corporation terminates the Executive's employment
after signing a definitive merger agreement with Amati and prior to six
months after a new CEO is appointed, the Executive will be offered the
following severance: (i) Salary continuation for eighteen (18) months, paid
on the Corporation's regular paydays; and (ii) payment by the Corporation for
continuation of all employee benefits (the medical benefits will be paid by
the Corporation's paying COBRA insurance premiums on behalf of the
Executive), excluding vacation and sick time. If the benefits cannot be
provided under any applicable benefits plans or applicable law, the
Corporation and the Executive will use their best efforts to provide the
benefits to the Executive in another manner. The Corporation will cancel
the Executive's options granted under the 1981 Incentive and Supplemental
Stock Option Plans and regrant them at the same exercise prices, with the
same expiration dates, and with the same vesting schedules under the
Corporation's 1990 Stock Option Plan. In case of the Executive's death,
these benefits will be extended to the Executive's spouse and dependents.
(b) In the event the Executive is not offered a position after
a new CEO is appointed that is considered satisfactory by the Executive, the
Corporation will terminate his employment and offer him the severance
compensation described in paragraph 2(a) above, if (and only if) all of the
following occur:
(i) a merger is closed between the Corporation and
Amati; and
(ii) the Executive waits until a reasonable
transition period has elapsed after a new CEO is appointed before he leaves
the Corporation; and
(iii) the Executive's departure from the Corporation takes
place no more than six months after a new CEO is appointed.
(c) If the Executive should become eligible for the severance
compensation described in paragraph 2(a) and if he should cease being a
Director on the Board of the Corporation prior to the end of his severance
benefits, the Executive will be retained as an independent consultant to the
Corporation. For the consulting services, the Executive's pay will be
negotiated between the parties.
3. BUSINESS JUDGMENT. Nothing contained herein shall in any way
limit, restrict or interfere with the determination of the officers and
directors of the Corporation as to the manner in which the Corporation
business shall be run.
4. COUNTERPARTS. This Agreement may be executed simultaneously
in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
5. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties relating to the Executive's entitlement to severance
compensation or benefits arising out of the Corporation's entering into a
business combination with Amati, and there are no representations, agreements
or understandings between the parties relating thereto except as set forth
or specifically referred to herein and with the exception of the ICOT
Corporation Nondisclosure Statement/Confidentiality Agreement, which remains
in full force and effect.
6. NOTICES. All notices shall be sent to the parties by hand
delivery or by certified or registered mail at the addresses set forth above
or to any changed address which may be given in writing hereafter. Unless
hand delivered, notices shall be deemed given three business days following
the date deposited in the U.S. mails or one business day following the date
of delivery to a nationally recognized overnight courier service.
7. SEVERABILITY. In the event that this Agreement or any provision
hereof is declared invalid, unenforceable or illegal by any court, agency,
commission or arbitrators) having jurisdiction hereof or thereof, neither
party shall have any cause of action or claim against the other by reason of
such declaration of invalidity, unenforceability or illegality; and any such
declaration concerning any provision hereof shall not affect, impair or
invalidate the remainder of this Agreement, but shall be confined in its
operation to that provision hereof only and the remainder of this Agreement
shall remain in full force and effect. The parties hereto agree to
substitute the invalid, unenforceable or illegal provision by a valid,
enforceable or legal one which corresponds to the spirit and purpose of the
invalid, unenforceable or illegal provisions to the greatest extent possible.
8. AMENDMENT. This Agreement may not be changed, modified or
amended in any manner except by an instrument in writing signed by all
parties hereto.
9. ASSIGNMENT. This Agreement is personal to each of the parties
hereto and no party hereto may assign or delegate any of its rights or
obligations hereunder without first obtaining the written consent of the
other party hereto; provided, however, that no consent shall be required
hereunder in the event that the Corporation assigns this Agreement to any
other entity or person which shall succeed to the business of the Corporation
and which assignment does not materially alter the rights or duties of the
Executive hereunder, in which event the obligations of the Corporation
hereunder shall be binding upon such assignee.
10. HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
11. WAIVER. No failure or delay on the part of any party hereto in
the exercise of any right hereunder in enforcing or requiring the compliance
or performance by the other party of any of the terms and conditions of this
Agreement shall operate as a waiver of any such right, or constitute a waiver
of a breach of any such terms and conditions, nor shall any single or partial
exercise of any such right preclude other or further exercise thereof or of
any other right, nor shall any of the aforementioned failures or delays
affect or impair such rights generally in any way. The waiver by any party
of a breach of any term or condition of this Agreement by the another party
shall not operate as nor be construed as a waiver of any subsequent breach
thereof.
12. GOVERNING LAW. This Agreement and its validity, construction
and performance shall be governed in all respects by the laws of the State
of California, without giving effect to its conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement,
as of the date first above written.
/S/ XXXXX XXXXX
Xxxxx Xxxxx
ICOT Corporation
By:/S/ XXXXXX XXXXXXXXX
Its CHAIRMAN