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EXHIBIT 10.13
EMPLOYMENT AGREEMENT
This Agreement supersedes the Employment Agreement between Zilog and Xxxxxxx X.
Xxxxxxxx which extends to December 15, 1996.
This Agreement is made by and between Zilog, Inc., a California corporation
(hereinafter "Zilog") and Xxxxxxx X. Xxxxxxxx (hereinafter "Xxxxxxxx"), whereby
Zilog and Xxxxxxxx agree that Xxxxxxxx accepts employment as Sr. Vice President,
Operations of Zilog, under the following terms and conditions:
1. Term. Zilog and Xxxxxxxx agree that Xxxxxxxx will be Sr. Vice
President, Operations of Zilog for a period of twenty four (24) months,
commencing on November 6, 1996 and ending November 5, 1998. This
Agreement may be extended upon written agreement of Zilog and Xxxxxxxx.
2. Extent of Services. Xxxxxxxx shall devote his entire time, attention
and energies to his position as Sr. Vice President, Operations of Zilog
and shall not, during the term of this Employment Agreement be engaged
in any other business activity whether or not such business activity is
pursued for gain, profit or other pecuniary advantage; provided, that
Xxxxxxxx may engage in personal investment activities consistent with
Zilog's Conflict of Interest Policy.
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3. Compensation.
A. Salary. For each month of employment, Zilog will pay, or cause
to be paid, to Xxxxxxxx the sum of at least $17,500 as base
salary. Such sum will be paid in monthly installments or such
other normal periodic payment schedule as Zilog may establish
for its executives. Xxxxxxxx'x salary will be reviewed
periodically in accordance with established salary review
procedures and adjustments to his salary, if any, will be
based upon such reviews.
B. Employee Performance Incentive Plan and Executive Bonus Plan.
Xxxxxxxx will be eligible to receive Awards and Payouts in
accordance with the terms of the Zilog Employee Performance
Incentive Plan (hereinafter "EPIP"), and the EPIP Executive
Bonus Plan (hereinafter "Executive Bonus") as such plans may
be modified from time to time and as modified by this
Agreement.
C. Zilog Employee Stock Option Plan. Zilog has provided to
Xxxxxxxx stock options under the 1990 Zilog Employee Stock
Option Plan (hereinafter "ZSOP") and the 1994 Long Term
Incentive Plan (hereinafter "LTIP"), copies of such plans
being attached hereto. Vesting will continue in accordance
with the plan provisions during the term of this Agreement.
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4. Benefits. As an employee of Zilog, Xxxxxxxx will be entitled to such
benefits as Zilog normally provides its employees. In addition, Zilog
will provide Xxxxxxxx with Directors and Officers (D & O) insurance in
an amount deemed appropriate by the Company.
5. Company Policies. Xxxxxxxx agrees to be bound by all Zilog Company
Policies applicable to its employees including but not limited to
Business Ethics, Conflict of Interest, Proprietary Information and
Antitrust Compliance, and he agrees to sign any such documents as Zilog
requests evidencing such agreement.
6. Termination of Employment. Zilog reserves the right to terminate the
employment of Xxxxxxxx at any time during the term of this Agreement,
for any reason or for no reason, with or without cause, by giving
Xxxxxxxx at least thirty (30) days written notice of such termination
or compensation in lieu of notice; and Xxxxxxxx may terminate his
employment by giving at least thirty (30) days written notice to Zilog.
Zilog reserves the right to accelerate any deferred resignation date
given it by Xxxxxxxx, and any such acceleration of such date will not
alter the character of such termination from voluntary to involuntary.
7. Payment Upon Termination. Notwithstanding any other provisions of this
Agreement to the contrary, Zilog's obligations to Xxxxxxxx, if his
employment with Zilog is terminated prior to the end of this Agreement,
shall be as follows:
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A. If Xxxxxxxx voluntarily resigns his employment for 1) other than Good
Reason (as defined in Paragraph 7.B. below) or 2) other than Retirement
(as defined in Paragraph 7.C. below) prior to the termination date of
this Agreement, he will be entitled to: (1) base salary then due and
owing for services previously performed, (2) Payouts under EPIP which
become payable to Xxxxxxxx pursuant to the terms of EPIP prior to the
effective date of resignation, and (3) Payouts under the Executive
Bonus which become payable to Xxxxxxxx pursuant to the terms of the
Executive Bonus prior to the effective date of resignation. Upon
payment of the foregoing items, Zilog will have no further obligation
to Xxxxxxxx.
B. If Xxxxxxxx voluntarily resigns his employment for Good Reason, as
defined herein, prior to the termination date of this Agreement, he
will be entitled to the benefits provided in Paragraph 7.D. below. Good
Reason, as used herein, shall mean:
(i) assignment to Xxxxxxxx of duties, responsibilities or titles
materially inconsistent with his status as Sr. Vice
President, Operations of Zilog;
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(ii) a reduction in Xxxxxxxx'x base salary other than in connection
with a general reduction applicable to the Vice Presidents of
Zilog who are members of the Management Committee;
(iii) a reduction in form and effect or cessation of any benefit or
compensation plan, except EPIP, the Executive Bonus, the
Deferred Compensation Plan, or those that may occur for the
Zilog employee group in general in accord with a general
policy change;
(iv) a change in Xxxxxxxx'x principal work location from the area
of Campbell, California, or Nampa, Idaho, except for required
travel on Zilog's business to an extent substantially
consistent with Xxxxxxxx'x normal business travel obligations
and except as might occur in the event of a relocation of the
Zilog Corporate Headquarters;
(v) any material breach of this Agreement on the part of Zilog not
fully remedied by Zilog within sixty (60) days after written
notice by Xxxxxxxx of such breach.
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C. If Xxxxxxxx retires as defined in PM60-05 prior to the termination date
of this Agreement, he will be entitled to the following at the
effective date of retirement: (1) base salary then due and owing for
services previously performed, (2) Payouts under EPIP for Awards made
prior to the effective date of the retirement, and (3) Payouts under
the Executive Bonus for Awards made prior to the effective date of the
retirement. EPIP and Executive Bonus Awards may also be granted at
Zilog's sole discretion for the year in which the retirement occurs,
prorated to the date of the retirement. Payouts for all Awards will be
made at the same time and on the same schedule as those for active
employees. Upon the payment of the foregoing items, Zilog will have no
further obligation to Xxxxxxxx.
D. If Zilog terminates Xxxxxxxx'x employment during the term of this
Agreement other than for Cause or Detrimental Activity as defined in
7.E. below, he will be entitled to receive the following: (1) the then
current base salary for the period remaining in this Agreement, (2)
Payouts under EPIP for Awards made prior to the effective date of
termination of employment which Payouts are payable to Xxxxxxxx
pursuant to the terms of EPIP prior to expiration of the term of this
Agreement, and (3) Payouts under the
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Executive Bonus for Awards made prior to the effective date of
termination of employment which Payouts are payable to Xxxxxxxx
pursuant to the terms of the Executive Bonus prior to expiration of the
term of this Agreement. Xxxxxxxx will not be eligible for Awards under
EPIP or the Executive Bonus made after the date on which his employment
at Zilog ceased or for Payouts made on any Awards after the expiration
date of this Agreement. Vesting of common stock and stock options
granted under ZSOP and LTIP will continue for the period remaining in
this Agreement. Upon the payment of the foregoing items, Zilog will
have no further obligation to Xxxxxxxx.
E. If Zilog terminates Xxxxxxxx during the term of this Agreement for
Cause, or for Detrimental Activity as defined herein, Zilog will have
no further monetary obligation to Xxxxxxxx other than: (1) any base
salary then due and owing for services previously performed, (2)
Payouts under EPIP which become payable to Xxxxxxxx pursuant to the
terms of EPIP prior to the effective date of termination, and (3)
Payouts under the Executive Bonus which become payable to Xxxxxxxx
pursuant to the terms of the Executive Bonus prior to the effective
date of termination. Cause or Detrimental Activity shall be a willful
violation of a major company
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policy, conviction of any criminal or civil law involving
moral turpitude, willful misconduct which results in a
material reduction in Xxxxxxxx'x effectiveness in the
performance of his duties, or willful and reckless disregard
for the best interests of the Company.
F. If Xxxxxxxx ceases to be an employee of Zilog during the term
of this Agreement because of total and permanent disability or
death, Zilog's obligations to Xxxxxxxx or his beneficiaries
will be limited solely to: (1) any base salary then due and
owing for services previously performed, (2) Payouts in
accordance with the terms of EPIP, (3) Payouts in accordance
with the terms of the Executive Bonus, and (4) any benefits
including ZSOP and LTIP benefits normally provided by Zilog to
its employees due to or on account of total and permanent
disability or death.
8. Xxxxxxxx Representations. Xxxxxxxx represents to Zilog that to the best
of his knowledge he is under no obligation to any employer or third
party which would preclude his full, complete and unfettered discharge
of his duties under this Agreement.
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9. Notices. Any notices required to be given hereunder shall be in
writing, and if by Zilog shall be addressed to Xxxxxxxx as indicated in
Zilog's personnel records or such other address as Xxxxxxxx shall
specify in writing and if by Xxxxxxxx to Zilog at:
Zilog, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Vice President, Human Resources and
Administration
Such addresses may be changed by written notice from either Zilog or
Xxxxxxxx, to the other.
10. Amendment. This Agreement may be amended only in writing, signed by
both parties hereto.
11. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon Zilog, its successors and assigns. Xxxxxxxx may not
assign, transfer, pledge or hypothecate any of his rights or
obligations hereunder, Awards or Payouts under EPIP or the Executive
Bonus or other compensation to which he may be entitled hereunder.
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12. Waiver of Breach. The waiver by Zilog of a breach of any provisions of
this Agreement by Xxxxxxxx shall not operate or be construed as a
waiver of any subsequent breach by Xxxxxxxx.
13. Severability. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any
other provision hereof.
14. Entire Agreement. This entire Agreement consists of this document,
together with the following documents:
A. EPIP, attached as Exhibit I;
B. Executive Bonus, attached as Exhibit II;
C. Zilog Employee Stock Option Plan, attached as Exhibit III;
D. Zilog 1994 Long Term Incentive Plan, attached as Exhibit IV;
E. Employee Proprietary Rights and Non-Disclosure Agreement,
attached as Exhibit V;
F. Conflict of Interest Statement, attached as Exhibit VI;
G. Statement addressed to "Human Resources," attached as Exhibit
VII;
H. Policy on Business Ethics, attached as Exhibit VIII; and
I. PM60-05, attached as Exhibit IX.
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15. Governing Law. This Employment Agreement shall be governed by the laws
of the State of California, without regard to conflict of laws
principles.
Executed effective November 6, 1996
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ X. X. Xxxx
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Xxxxxxx X. Xxxxxxxx X. X. Xxxx, President and CEO
Dated: 11-11-96 Dated: 11-13-96
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