AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "Amendment") to the Employment Agreement dated as of
January 18, 2000 (the "Agreement"), by and between RAMTRON INTERNATIONAL
CORPORATION (the "Employer") and L. XXXXX XXXXX (the "Executive"), is dated
and made effective as of December 14, 2000.
WITNESSETH:
WHEREAS, Employer and Executive have agreed to change Executive's title from
Chairman and Chief Executive Officer to Chairman, and to make certain
changes to the scope of Executive's duties and responsibilities;
WHEREAS, unless modified, the term of the Agreement will end on December 31,
2001;
WHEREAS, the Agreement provides for a severance payment to Executive equal
to one year's salary if the term of the Agreement is not extended beyond
December 31, 2001;
WHEREAS, the vesting of the warrants granted to Executive pursuant to the
Agreement requires the occurrence of certain events prior to December 31,
2001, or Executive to be employed by the Company on December 31, 2002; and
WHEREAS, subject to the terms and conditions set forth herein, the parties
have agreed to amend the Agreement, inter alia, to (i) change Executive's
title to Chairman; (ii) change Executive's employment responsibilities as
set forth herein; (iii) modify the terms of the vesting of Executive's
warrants; and (iv) extend the Employment Term (as defined in the Agreement)
through December 31, 2002;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and obligations contained herein, Executive and Employer hereto hereby agree
as follows:
1. Definitions
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings set forth in the Agreement.
2. Amendments
(a) Section 1.1 of the Agreement is amended by replacing the date
"December 31, 2001" in line four thereof with the date
"December 31, 2002."
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(b) Section 1.2 of the Agreement is entirely deleted and replaced with
the following:
1.2 Executive shall have the title of Chairman of Employer, and
shall act as the Chairman of the Board and as executive
Chairman of Employer. Subject to the supervision and
direction of Employer's Board of Directors (the "Board"),
Executive's primary duties and responsibilities shall include
those typically performed by the executive Chairman of a
public corporation, including without limitation
responsibility for the overall strategic and financial
planning of the Corporation; selection of consultants and
advisors for Employer; supervision of any and all major
corporate transactions including capital raising projects and
transactions involving acquisition by Executive of the assets
or equity of other companies and/or the sale by Employer of
assets or equity of Employer; review and approval of business
plans generated by Employer's management team and such other
duties and responsibilities as may be prescribed from time to
time by the Board. Executive shall not have responsibility for
the day-to-day management of Employer.
(c) (i) The date "December 31, 2001" in each place that it appears in
Section 2.3 of the Agreement is amended to read "December 31,
2002."
(ii) The portion of the second sentence of Section 2.3 of the
Agreement preceding the proviso is deleted and replaced with
the following: "The Warrants shall vest and become exercisable
at the opening of business on December 31, 2002, if Executive
is employed by Employer on that date or on the date of any
earlier termination of Executive's employment for any reason
(including death) other than for "just cause;".
(iii) The proviso in the fourth sentence of Section 2.3 (which
states, "provided however, that in the event of termination of
Executive's employment for any reason prior to December 31,
2001, any vested and exercisable warrants shall be exercisable
only for a period of 90 days following the effective date of
termination") is entirely deleted.
(d) The fourth sentence of Section 3.3 of the Agreement is entirely
deleted and replaced with the following:
If none of the conditions or events described in the following two
sentences has occurred and Employer should terminate this Agreement
for any reason other than for a reason constituting just cause prior
to the close of business on December 31, 2002, Employer shall pay to
Executive on the effective date of such termination as Executive's
total, complete compensation and remuneration a lump sum payment
equal to the remaining salary that would be due to Executive through
December 31, 2002.
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(e) The date "December 31, 2001" in each of the remaining places that
it appears in Section 3.3 of the Agreement is amended to read
"December 31, 2002."
(f) The form of the Warrant attached as Exhibit A to the Employment
Agreement is amended as set forth in Exhibit A attached hereto.
3. Effect of Amendments
Except as expressly modified by the provisions of this Amendment, the
Agreement and all of the terms, provisions and conditions thereof shall for
all purposes remain unchanged, and in full force and effect, and are
approved, ratified and confirmed, and from and after the date hereof all
references to the Agreement in any other agreement, instrument or document
shall mean the Agreement as amended hereby.
4. Counterparts
This Amendment may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
each party hereto as of the day and year first above written.
RAMTRON INTERNATIONAL CORPORATION
/S/ XxXxx X. Xxxxxx /S/ L. Xxxxx Xxxxx
--------------------------------- ------------------------------
By: XxXxx X. Xxxxxx By: L. Xxxxx Xxxxx
Title: Chief Financial Officer and
Vice President of Finance
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Exhibit A
AMENDMENT TO
WARRANT CERTIFICATE
THIS AMENDMENT (the "Amendment") to the Warrant Certificate dated as of
January 18, 2000 (the "Warrant Certificate"), issued by RAMTRON
INTERNATIONAL CORPORATION (the "Employer") to XXXXX XXXXX (the "Executive"),
is dated and made effective as of December XX, 0000.
WITNESSETH:
WHEREAS, vesting of the warrants granted to the Executive pursuant to the
Warrant Certificate requires the occurrence of certain events prior to
December 31, 2001, or Executive to be employed by the Company on
December 31, 2002; and
WHEREAS, the Executive's employment agreement has been amended to extend the
term of the Executive's employment through December 31, 2002, and to modify
the terms of vesting of Executive's warrants;
NOW, THEREFORE, in consideration of the premises, the Employer hereby amends
the Warrant Certificate as follows:
1. Definitions
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings set forth in the Warrant Certificate.
2. Amendments
(a) Section 1(e) of the Warrant Certificate is amended by entirely
deleting the proviso and replacing the semicolon after "vesting"
with a period.
(b) (i) The date "December 31, 2001" in each place that it appears in
Section 2(a) of the Warrant Certificate is amended to read
"December 31, 2002"; and the portion of the first sentence of
Section 2(a) of the Warrant preceding the proviso is deleted and
replaced with the following: "The Warrants shall vest and
become exercisable at the opening of business on December 31,
2002, if Executive is employed by Employer on that date or on
the date of any earlier termination of Executive's employment
for any reason (including death) other than for "just cause;".
(c) Section 2(b)(ii) of the Warrant Certificate is hereby removed from
the Warrant Certificate in its entirety.
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3. Effect of Amendments
Except as expressly modified by the provisions of this Amendment, the
Warrant Certificate and all of the terms, provisions and conditions thereof
shall for all purposes remain unchanged, and in full force and effect, and
are approved, ratified and confirmed, and from and after the date hereof all
references to the Warrant Certificate in any other agreement, instrument or
document shall mean the Warrant Certificate as amended hereby.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the Employer as of the day and year first above written.
RAMTRON INTERNATIONAL CORPORATION ACCEPTED AND AGREED:
By ------------------------------ -------------------------
Name: XxXxx X. Xxxxxx L. Xxxxx Xxxxx
Title: Chief Financial Officer and
Vice President of Finance
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