EXHIBIT 10.15
August 7, 2003
Xxxxxxx "Xxxx" Xxxxx
San Jose, CA
Dear Xxxx:
THIS OFFER LETTER IS CONDITIONED AND EFFECTIVE UPON THE CLOSING (THE "CLOSING")
OF THE ACQUISITION OF CERTAIN ASSETS OF ANTARES MICROSYSTEMS, INC. ("ANTARES")
FROM XX XXXXXXX & COMPANY, AS THE ASSIGNEE FOR THE BENEFIT OF CREDITORS OF
ANTARES (THE "ASSIGNEE")
I am pleased to extend to you an offer of employment with SBE, Inc. ("SBE") as
Vice President, Engineering. The starting salary for this position will be
$14,583.34 per month, less payroll deductions and all required withholdings,
payable in equal periodic installments according to SBE's customary payroll
practices. This is a full-time, exempt position.
We would like you to start with SBE on the day after the Closing (the "Starting
Date"). You will report to Xxxx Xxxx, President/CEO. Your primary responsibility
will be to manage the engineering organization of SBE. We may also ask you to
perform additional or different duties, or alter your reporting relationship, as
we deem necessary.
CASH INCENTIVE BONUS
Subject to the terms herein, you will be paid a total cash incentive bonus of
$105,000 to be paid in two installments, less payroll deductions and all
required withholdings. The first installment totaling $80,000, less payroll
deductions and all required withholdings, will be paid one week after the
closing and a second payment totaling $25,000, less payroll deductions and all
required withholdings will be paid on January 2, 2004 (the "Incentive Bonus").
RESTRICTED SBE STOCK AWARD
You will be issued a total of 98,945 shares of restricted SBE common stock (the
"Stock Award"). The following is the schedule for delivering the restricted
stock to you: 10,000 shares on January 1, 2004; 20,000 shares on April 2, 2004;
20,000 shares on December 1, 2004; 20,000 shares on January 1, 2005 and 28,945
shares on April 2, 2005. The shares subject to the Stock Award will vest 1/24th
upon the completion of each month of your continued employment with SBE. The
Stock Award will be subject to the terms of the SBE 1996 Stock Option Plan and
the form of the restricted stock award to be entered into by you and SBE.
You hereby acknowledge and agree that it is your obligation and responsibility
to timely file any election under Section 83(b) of the Internal Revenue Code
required in connection with the Stock Award, and neither SBE nor SBE's legal or
financial advisors shall have any obligation or responsibility with respect to
this filing.
INITIAL TOE INCENTIVE PAYMENT
Subject to the terms herein, following the fiscal quarter in which SBE has
shipped an aggregate of $200,000 of the TCP/IP offload product (the "TOE
Product") to third party customers, you will be entitled to a payment of $15,833
for each quarter in which SBE has shipped at least $150,000 TOE Products, up to
0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
925.355.2000
a maximum aggregate payment to you of $190,000 (the "Initial TOE Incentive
Payment"). Each such quarterly payment will be due and payable to you within
five business days after SBE's public release of its earnings for such quarter.
SUBSEQUENT TOE INCENTIVE PAYMENTS
Subject to the terms herein, for each $1,000,000 of TOE Products shipped, you
will entitled to a payment of either (i) $47,500, (ii) a stock bonus award of
22,511 shares of SBE common stock or (iii) any combination thereof, to be
determined in the sole discretion of SBE, up to a maximum aggregate payment of
$237,500 (the "Subsequent TOE Incentive Payment"). Each such payment will be due
and payable to you within five business days after SBE's public release of its
earnings for the quarter in which you become entitled to such payment.
BRIDGE BANK GUARANTEE
SBE agrees to use all commercially reasonable efforts to obtain a cancellation
of the currently outstanding guarantee between you and Bridge Bank for any and
all sums owing to Bridge Bank arising from Antares operations after the amounts
owing to Bridge Bank have been paid in full with the outstanding accounts
receivable that serve as collateral for the loans from Bridge Bank.
TERMINATION
You and SBE may terminate your employment with SBE at any time and for any
reason. If you terminate your employment or SBE terminates your employment, your
rights to the Incentive Bonus, the Stock Award, the Initial TOE Incentive
Payment and the Subsequent TOE Incentive Payment, to the extent not yet received
or vested, shall automatically vest, (i) the Incentive Bonus, if it has not yet
been paid, will become immediately due and payable, (ii) the stock certificate
for the 98,945 share Stock Award, less any stock certificates previously issued
under the Stock Award, will be immediately delivered, and (iii) the Initial TOE
Incentive Payment and Subsequent TOE Incentive Payments shall continue to be due
and payable pursuant to the terms hereof.
RELEASE AND INDEMNIFICATION
In exchange for the payments and other consideration under this offer letter,
you hereby acknowledge and agree that:
(i) you release, acquit and forever discharge SBE, its subsidiaries,
and their respective officers, directors, agents, servants, employees,
attorneys, stockholders, successors, assigns and affiliates, of and from any and
all claims, liabilities, demands, causes of action, costs, expenses, attorneys
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of or in any way related to agreements, events,
acts or conduct at any time prior to and including the date of the Closing,
including but not limited to: all such claims and demands directly or indirectly
arising out of or in any way connected with your employment with Xxxxxxx, the
termination of that employment or any claims that you may have as a creditor of
Antares.
TAXES
The risk of any adverse tax consequence or tax liability that you may experience
as a result of the provisions of this offer letter will be borne solely by you.
Nothing in this offer letter shall be construed to impose any such tax liability
upon SBE, or to require that SBE indemnify, hold harmless or otherwise reimburse
you for any such tax liability or other costs that you may incur as a result of
this offer. All payments provided for in this offer letter will be subject to
applicable payroll deductions and withholding laws. YOU SHOULD CONSULT WITH YOUR
PROFESSIONAL TAX ADVISORS TO DISCUSS ANY TAX CONSEQUENCES OR TAX LIABILITIES
THAT MAY RESULT AS A RESULT OF THIS OFFER LETTER.
GENERAL
Health insurance will be effective on the first day of the month following your
employment date. SBE may modify the company benefit programs as it deems
necessary. In accordance with federal law, this offer is subject to your
submission of an I-9 form and satisfactory documentation of your identification
and right to work in the United States no later than three days after your
employment begins.
0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
925.355.2000
As an SBE employee, you will be expected to abide by SBE rules and regulations,
acknowledge in writing that you have read SBE's company handbook, and sign and
comply with the attached [Proprietary Information and Inventions Agreement],
which prohibits unauthorized use or disclosure of SBE proprietary information.
Employment with SBE is at will, as explained in the SBE company handbook. This
at-will employment provision supersedes all prior communication with you and can
only be modified by written agreement signed by you and SBE.
You may not assign any of your duties or rights hereunder without the written
consent of SBE.
In the event that the Closing does not occur on or prior to August 31, 2003,
this offer letter shall automatically terminate and shall be of no further force
or effect.
If you wish to accept employment at SBE under the terms listed above, please
sign and date this letter, and return one copy to me by August 7, 2003.
Sincerely,
/s/ Xxxx Xxxx
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Xxxx Xxxx
President/CEO
ACKNOWLEDGED AND AGREED TO:
/s/ Xxxx Xxxxx 8/7/2003
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Signature Date
