EMPLOYMENT AGREEMENT
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Exhibit 10.30
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 15th day of May, 2001, by and between TriQuint Semiconductor, Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Link, an individual ("Employee").
Employee is currently employed by Sawtek Inc. ("Sawtek") on an at-will basis. Sawtek may merge with a wholly owned subsidiary of TriQuint Semiconductor, Inc. (the "Merger"). Confidential negotiations are currently underway pertaining to the Merger.
The Company and the Employee desire to enter into an employment agreement on the terms set forth herein to take effect upon the closing of the Merger.
In consideration of the mutual promises contained herein, the parties agree as follows:
1. Condition Precedent; Effective Date. This agreement shall take effect upon the closing of the Merger (the "Effective Date").
2. Employment. The Company hereby agrees to employ Employee and Employee hereby accepts such employment subject to the terms and conditions of this Agreement. The parties agree that the Employee's employment with the Company will be "at-will" employment and may be terminated at any time with or without cause or notice, subject to the right of the Employee to recover damages as set forth in Section 7 hereof. Employee understands and agrees that neither his job performance nor promotions, commendations, verbal commitments, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company.
3. Term. The term of this Agreement shall commence on the Effective Date and end on June 30, 2002, unless earlier terminated by either party in accordance with the provisions of Section 6, with notice as specified therein (the "Term"). It is contemplated by the parties that upon the expiration of this Agreement Employee shall continue as an employee-at-will. If the Company or the Employee intends to terminate Employee's employment at the end of the Term or within 30 days after the Term, the terminating party agrees to give the other party at least 30 days written notice of such termination.
4. Full Time; Reporting; Position. Employee shall exert his best efforts and devote substantially all of his working time and attention to the affairs of the Company. Employee shall report to the Chairman of the Board of the Company or his designee. The Employee shall serve in a management position with duties and authority as determined by the Chairman of the Board or his designee.
5. Compensation and Benefits. For all of the services to be rendered by Employee hereunder, the Company shall pay to Employee the following compensation and benefits:
(a) Salary and Bonus. Employee shall receive a base annual salary of one-hundred eighty-five thousand dollars per year ($185,000.00), payable in monthly or more frequent installments as determined by the Company. The Employee may receive a bonus in the sole discretion of the Company and shall be eligible to participate in bonus programs applicable to similarly situated employees.
(b) Insurance. The Company may, in its sole discretion, maintain life, disability, accident and health policies on the life of, or for the benefit of, Employee and his beneficiaries and
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dependents during the term of this Agreement according to standard insurance policies, if any, obtained by the Company from time to time for employees of the Company. The Employee shall have the same benefits under any life disability, accident and health policies maintained by the Company as those provided to similarly situated executive employees of the Company. Employee and his dependents shall not have vested rights in any insurance policies provided by the Company unless other executive employees of the Company are granted vested rights in the applicable insurance policies. At termination of employment for any reason, any policies of insurance that may be converted by their terms to an individual policy may be converted so long as Employee or the insured pays all costs associated with conversion and ownership.
(c) Employee Stock Ownership and 401(k) Plan. Employee shall be entitled to participate in the Sawtek Inc. Employee Stock Ownership and 401(k) Plan in accordance with the Plan's eligibility and participation requirements.
(d) Other Benefits. Employee shall be entitled to participate in the Company's other benefit plans adopted from time to time by the Company for the benefit of its employees in general on the same terms as comparably situated employees of the Company. The mention in this Agreement of such plans is not a promise or representation to Employee by the Company that any such plan or benefit will be obtained or maintained for Employee. Employee shall be entitled to four weeks of paid vacation per fifty-two week period of employment.
(e) Reimbursement of Expenses. Employee may incur reasonable expenses during the course of performing the duties assigned to Employee, including expenses for entertainment, lodging, meals, travel, postage, professional dues, automobile mileage at the Company's approved reimbursement rate and similar items. The Company will reimburse Employee for all such expenses upon Employee's periodic presentation of an itemized account of such expenditures in accordance with Company's reimbursement policies and procedures.
6. Termination of Employment. The employment of the Employee may be terminated only as follows:
(a) Termination by Employee for Good Reason. Employee may terminate his employment for "good reason" by virtue of a material breach of this Agreement by the Company after giving the Company written notice of such breach and affording the Company the opportunity to cure such breach within thirty days following the Company's receipt of the written notice. In the event the Company fails in the reasonable judgment of the Employee to cure such breach, his employment shall terminate on the date specified in his notice and such termination shall be deemed to be other than for Cause as defined in Section 7 hereof.
(b) Termination for Cause by the Company.
(i) The Company may terminate the employment of Employee at any time for "Cause" by following the procedure set forth below. The term "Cause" as used in this Section 5(b) shall mean one or more of the following: (1) the conviction of Employee for a felony crime or plea of nolo contendere to same, either in connection with the performance of his obligations to the Company or which the Board of Directors of the Company reasonably believes might adversely affect the Employee's ability to perform his duties; (2) a breach of fiduciary duty or material breach of the terms of this Agreement, the Nondisclosure and Intellectual Property Agreement referred to in Section 6, or any other agreement executed by Employee in connection herewith; (3) Employee's performance or behavior which brings adverse publicity on the Company; (4) the commission by the Employee of an act of fraud or embezzlement, whether directly or indirectly, reasonably deemed by the Board of Directors to be of a significant nature; (5) the failure of the Employee to render services to the Company in accordance with his assigned duties, which failure adversely affects or could adversely affect
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the business, prospects, financial condition, operations, property or affairs of the Company; or (6) the Employee's substantial and continuing insubordination or disregard of the rules or policies of the Company or the instructions of the Board of Directors.
(ii) A determination of "Cause" may only be made by the CEO of the Company and approved by the Board of Directors after presenting the Employee with the details of the alleged grounds for termination in writing, giving the Employee access to all material evidence concerning the allegations, and then giving the Employee an opportunity to be heard with respect to the allegations before a duly held meeting of the Board of Directors (the "Meeting"). If the determination of "Cause" is based on any of Subsections 5(b)(i)(2), (3), or (5), the Company shall provide Employee a 30-day (from the date of the Meeting) opportunity to cure. If the actions (or failure to act) constituting the alleged grounds are not cured to the reasonable satisfaction of the Board of Directors within the 30-day period, the Employee's employment shall thereupon terminate.
(c) Death. Employee's employment shall terminate effective on the date of death of Employee. Any obligation of the Company to Employee not discharged or dischargeable prior to Employee's death, however, will be discharged thereafter in accordance with this Agreement.
(d) Disability. This Agreement shall terminate in accordance with the provisions of Section 9 of this Agreement, upon the total disability of the Employee. Employee's total or partial disability shall not extend the term of this Agreement.
7. Damages in the Event of Termination Other than for Cause by the Company. A termination by the Company of the employment of the Employee other than for Cause or due to total disability of the Employee shall entitle the Employee to recover damages consisting of base salary and the benefits under Sawtek retirement plans for the period beginning with the date of such termination and ending on June 30, 2002 (less withholding for applicable taxes). The Company shall also reimburse Employee for any COBRA premiums paid by Employee after Employee has elected COBRA coverage under any applicable Company or Sawtek welfare benefit plans for the period beginning with the date of such termination and ending on June 30, 2002.
8. Non-Disclosure and Intellectual Property Agreement.
Employee and the Company have entered into the Non-Disclosure and Intellectual Property Agreement, a copy of which is attached to this Agreement as Exhibit A.
9. Disability of Employee.
(a) Definitions. For purposes of this Agreement, whenever used in this paragraph:
(1) The term "total disability" shall mean that Employee is determined to be totally disabled for purposes of the Sawtek ESOP.
(2) The term "partial disability" shall mean that Employee is able to perform to some extent the services he has been employed to perform, but he is unable, by reason of sickness or accident, to devote the same amount of time to such service as he was prior to the occurrence of such sickness or accident.
(3) The terms defined as "total disability" and "partial disability" shall be superseded by the definition of these terms in any long-term wage continuation disability insurance policy covering Employee which may be purchased by the Company.
(b) Salary Continuation During Total Disability. Subject to the provisions of subparagraphs 9(f) below, if Employee becomes totally disabled, he shall receive such disability benefits as similarly situated employees of the Company.
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(c) Salary Continuation During Partial Disability. If Employee becomes partially disabled, he shall be paid his regular salary for the month in which the disability occurs and, during the period of partial disability he shall be paid a reduced salary each month, the amount of which shall be determined from time to time during such period by agreement between the Company and Employee.
(d) Salary Reduction Because of Insurance Benefits. Notwithstanding anything herein to the contrary, the salary to be paid Employee for any month pursuant to Sections 9(b) or (c) above shall be reduced by the following:
(1) All disability income benefits (other than those provided under insurance privately purchased by Employee), if any, paid or payable directly to Employee by an insurance company pursuant to any wage continuation disability insurance policy owned by and/or for which the premiums are paid by the Company pursuant to a disability or health plan, if any, adopted by the Company.
(2) That amount, if any, which is necessary to prevent a reduction in any disability income benefits payable directly to Employee under any wage continuation disability income insurance policy by reason of a provision in such policy limiting the benefits payable thereunder to a certain percentage of the monthly earnings and other payments and benefits Employee is entitled to receive because of his disability.
(e) Commencement Date of Disability Period. The commencement date of a period of disability, whether it be a continuous period or the aggregate of successive periods, shall be the day of the month on which Employee is determined to be disabled by a physician (as defined in the then current applicable Company disability plan).
(f) Determining Existence of Disabilities. Any dispute regarding the existence, extent, or continuance of a disability shall be resolved by the determination of a doctor of medicine acceptable to both the Company and Employee. If they cannot agree on an acceptable doctor to make such determination, the Company and Employee shall each select a doctor to do so. If the two doctors so selected cannot agree, such doctors shall select a third doctor and the decision of a majority of such three doctors shall control. All costs incurred in connection with such determination shall be borne equally by the Company and Employee.
(g) The foregoing provisions of this Section shall not be construed as an obligation by the Company to provide long term disability insurance for Employee.
10. Severability. If any covenant, condition, term or provision contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, in whole or in part, by judgment, order or decree of any court or other judicial tribunal of competent jurisdiction, from which judgment, order or decree no further appeal or petition for review is available, it shall be severed from this Agreement and the validity of the remaining covenants, conditions, terms and provisions contained in this Agreement, and the validity of the remaining part of any term or provision held to be partially invalid, illegal or unenforceable, shall in no way be affected, prejudiced, or disturbed thereby.
11. Injunctive Relief; Breach. Employee hereby acknowledges that the services to be rendered and the promises to be kept hereunder are unique and special and that damages to the Company by virtue of a breach of this Agreement, would be difficult or impossible for the Company to estimate, and by reason thereof, Employee hereby agrees that for violation of any of the provisions of this Agreement, the Company shall, in addition to any other rights and remedies available hereunder, at law or otherwise, be entitled to seek an injunction to be issued by any court of competent jurisdiction enjoining and restraining Employee from committing any violation of this Agreement, and Employee hereby consents to the issuance of such an injunction.
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12. Assignment. This Agreement, or any promise or covenant by Employee contained herein, or any right, remedy or Cause of action of Company may be assigned by the Company, its successors or assigns, but not by Employee.
13. Notices. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by certified mail, which shall be addressed to the addresses of the parties set forth herein, or if none, to the last known address of the addressee.
14. Waiver or Modification. No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed as aforesaid. The provisions of this Section 14 may not be waived except as herein set forth.
15. Applicable Law. This Agreement shall be construed and regulated under and by the laws of the State of Florida and shall inure to the benefit of and be binding upon the parties hereto and their heirs, personal representatives, legal representatives, estates, successors and assigns.
16. Arbitration. The parties agree to submit to arbitration before a single arbitrator under the Commercial Rules of the American Arbitration Association any issues involving monetary relief for a breach of this Agreement or termination of employment under this Agreement. Equitable actions arising out of a breach of this Agreement may be pursued in a court of competent jurisdiction in Florida.
17. Venue. Venue for any action or arbitration proceeding arising out of or in connection with this Agreement shall be in Orange County, Florida, or in such other place where the cause of action arose.
18. Section Headings. Section headings used throughout this Agreement are for reference and convenience and in no way define, limit or describe the scope or intent of this Agreement or affect its provisions.
19. Remedies Cumulative. All remedies mentioned in this Agreement are intended to be nonexclusive and cumulative with all other remedies provided for by law and by this Agreement.
20. Entire Agreement. This Employment Agreement and the Non-Disclosure and Intellectual Property Agreement supersede in their entirety all existing prior employment agreements, arrangements, provisions and understandings, whether written or oral, between Sawtek (or any of Sawtek's subsidiaries or affiliates) and Employee made or entered into prior to the Effective Date.
| COMPANY: | ||||
TRIQUINT SEMICONDUCTOR, INC. |
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By: |
/s/ XXXXXX X. XXXXX |
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EMPLOYEE: |
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/s/ XXXXXXX X. LINK Xxxxxxx X. Link |
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EXHIBIT "A"
Non-Disclosure and Intellectual Property Agreement
BACKGROUND OF THIS AGREEMENT
AGREEMENT
