EXHIBIT 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("AGREEMENT"), dated as of July 26, 2005 (the
"EFFECTIVE DATE") by and between AMIS Holdings, Inc., a Delaware corporation
(the "COMPANY"), and Xxxxxxxxx Xxxx ("EXECUTIVE").
WHEREAS, the Board and Executive entered into an employment agreement
dated as of August 15, 2001 which was amended and restated as of September 4,
2003 (the "PREVIOUS EMPLOYMENT AGREEMENT") pursuant to which Executive was
employed as the Chief Executive Officer of the Company and as a member of the
Board;
WHEREAS, the Previous Employment Agreement will expire on December 31,
2005;
WHEREAS, the Board and Executive wish to enter into this Agreement, which
supercedes the Previous Employment Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE 1
POSITION; TERM OF AGREEMENT
Section 1.01 Position. (a) Executive shall continue service as Chief
Executive Officer of the Company. While Executive is employed as Chief Executive
Officer and subject to the Company's fiduciary duties, the Company shall
recommend to the Company's Nominating & Corporate Governance Committee that she
be nominated for re-election as a member of the Board at the expiration of each
of her terms as a Board member.
(b) As Chief Executive Officer, Executive shall have such duties and
authority, consistent with such position as shall be determined from time to
time by the Board.
(c) During the Employment Term Executive will devote substantially all of
Executive's business time to the performance of Executive's duties hereunder and
will not engage in any other business, profession or occupation for compensation
or otherwise which would conflict with the rendition of such services either
directly or indirectly, without the prior written consent of the Board; provided
that nothing herein shall be deemed to preclude Executive, subject to the prior
written consent of the Board, from serving on any business, civic or charitable
board, as long as such activities do not materially interfere with the
performance of Executive's duties hereunder.
Section 1.02 Term. Executive shall be employed by the Company for a period
commencing on the Effective Date and, subject to earlier termination or
extension as provided herein, ending on December 31, 2008 (the "EMPLOYMENT
TERM").
ARTICLE 2
COMPENSATION AND BENEFITS
Section 2.01 Base Salary. The Executive's annual base salary (the "BASE
SALARY") currently is $500,000. Effective as of August 1, 2005, the Executive's
Base Salary shall be increased to $550,000 payable in equal monthly installments
or otherwise in accordance with the payroll and personnel practices of the
Company from time to time. Thereafter, the Board shall review the Executive's
Base Salary annually for possible increases in the sole discretion of the Board
with consideration for the Executive's performance and market competitiveness.
Section 2.02 Bonus. Subject to Executive's continued employment as
contemplated hereby, with respect to each fiscal year all or part of which is
contained in the Employment Term, Executive shall be eligible for an annual
bonus, with a target bonus opportunity of 100% of Base Salary based on
attainment of such goals as the Board and Executive may mutually determine.
Specific details of the annual bonus shall be reviewed and approved by the Board
annually, including the "minimum", "targeted", "exceeds", and "maximum"
performance levels and associated bonus amounts.
Section 2.03 Employee Benefits. (a) During the Employment Term Executive
shall be eligible for employee benefits (including fringe benefits, vacation and
health, accident and disability insurance, and retirement plan participation) no
less favorable in the aggregate than those benefits made available generally to
senior executives of the Company.
(b) The Company shall pay for supplemental health care insurance for
Executive with Blue Cross Blue Shield in an amount up to $12,000 per year during
the Employment Term.
Section 2.04 Office; Business and Travel Expenses. Executive's principal
job location shall be at the Company's headquarters in Pocatello, Idaho.
Reasonable travel, entertainment and other business expenses incurred by
Executive in the performance of Executive's duties hereunder shall be reimbursed
by the Company in accordance with Company policies as in effect from time to
time.
Section 2.05 Options. During calendar year 2005, the Company shall grant
to Executive options to purchase 300,000 shares of Company common stock at an
exercise price per share equal to the fair market value of a share of Company
common stock on the date of grant. Such option shall have a 7-year term and
shall become 25% vested on the first anniversary of such grant, with the balance
vesting monthly over the 3-year period following such anniversary, subject to
the Executive's continued employment on the applicable vesting date. Thereafter,
the Board shall consider grants of equity on an annual basis and shall make
decisions with respect thereto in the sole discretion of the Board with
consideration for the Executive's performance and market competitiveness. All
options granted by the Company to the Executive during the
term of this Agreement shall become 100% vested upon a Change in Control.
ARTICLE 3
CERTAIN TERMINATION BENEFITS
Section 3.01 Certain Events. (a) A "QUALIFYING EVENT" means the
involuntary termination of Executive's employment by the Company, including any
termination as a result of the failure by the Company to cause the Employment
Term under Section 1.02 hereof to be extended past the date set forth therein,
other than (x) for Cause, or (y) by reason of Executive's death or Disability.
(b) Each party hereto shall give to the other party 30 days prior written
notice of such party's intent to terminate Executive's employment with the
Company.
Section 3.02 Right to Certain Benefits. In the event of any termination of
employment during the Employment Term, Executive shall be entitled to receive
from the Company either the relevant Severance Benefits to the extent and as
described in Section 3.03, the relevant Separation Benefits to the extent and as
described in Section 3.04, or the relevant Change of Control Severance Benefits
to the extent and as described in Section 3.05, the case may be. The receipt of
the Severance Benefits or the Change of Control Severance Benefits (other than
Accrued Compensation and Accrued Benefits) shall be conditioned on the
effectiveness of a general release of claims by the Executive in a form
reasonably acceptable to the Company.
Section 3.03 Benefits upon a Qualifying Event Other than a Change of
Control Severance. Executive shall be entitled to the following benefits (the
"SEVERANCE BENEFITS") upon a Qualifying Event other than a Change of Control
Severance:
(a) The Company shall pay Executive as soon as practicable a lump sum, in
cash, equal to Executive's earned but unpaid Base Salary and other vested but
unpaid cash entitlements for the period through and including the date of
termination of Executive's employment, including unused earned vacation pay and
unreimbursed documented business expenses (collectively "ACCRUED COMPENSATION").
In addition, Executive shall be entitled to any other vested benefits earned by
Executive for the period through and including the date of termination of
Executive's employment under any other employee benefit plans and arrangements
maintained by the Company, in accordance with the terms of such plans and
arrangements, except as modified herein (collectively "ACCRUED BENEFITS").
(b) Unless such Qualifying Event is the failure by the Company to cause
the Employment Term under Section 1.02 hereof to be extended past the date set
forth therein (in which case no amounts shall be payable pursuant to this clause
(b)), the Company shall pay Executive a cash payment in an amount equal to the
sum of (x) two times the Base Salary in effect immediately prior to such
Qualifying Event, and (y) two times the Target Bonus Opportunity for the year in
which the Qualifying Event occurs. Said sum shall be paid to the Executive by
the Company in twelve equal monthly installments with the first such payment
being due no later than the 5th day following the date of the effectiveness of
the release and the remaining payments being made
over the next 11 months; provided that the Company may make such payments on a
different schedule to comply with Section 409A of the Code.
(c) All Options shall become 100% vested on the date of such termination
and shall be exercisable by Executive during the 12-month period beginning on
such date.
Section 3.04 Separation Payments. Upon termination of employment other
than upon a Qualifying Event, Executive shall be entitled to the benefits set
forth below (the "SEPARATION BENEFITS"):
(a) The Accrued Compensation;
(b) The Accrued Benefits; and
(c) Other than upon the Company's termination of Executive's employment
for Cause, Executive shall be entitled to exercise, during the 12-month period
beginning on the date of any such termination of employment, the then vested
portion of the Options.
Section 3.05 Change of Control Severance. The Executive shall be entitled
to the following benefits (the "CHANGE OF CONTROL SEVERANCE BENEFITS") upon a
Qualifying Event that occurs at any time within two years after a Change in
Control (a "CHANGE OF CONTROL SEVERANCE"):
(a) The Accrued Compensation;
(b) The Accrued Benefits;
(c) Unless such Qualifying Event is the failure by the Company to cause
the Employment Term under Section 1.02 hereof to be extended past the date set
forth therein (in which case no amounts shall be payable pursuant to this clause
(c)), the Company shall pay Executive a cash payment in an amount equal to the
sum of (x) three times the Base Salary in effect immediately prior to such
Qualifying Event, and (y) three times the Target Bonus Opportunity for the year
in which the Qualifying Event occurs. Said sum shall be paid to the Executive
within 90 days of the date of the Change of Control Severance; provided that the
Company may make such payments on a different schedule to comply with Section
409A of the Code.
(d) All Options shall become 100% vested on the date of such termination
and shall be exercisable by Executive during the 12-month period beginning on
such date.
ARTICLE 4
CHANGE OF CONTROL, SUCCESSORS AND ASSIGNMENTS
Section 4.01 Change of Control, Successors. Except in the event of a
Change in Control, this Agreement shall not be assignable by the Company without
the written consent of Executive. The Company will require any successor
(whether by reason of a Change in Control,
direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform the obligations under this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.
Section 4.02 Assignment by Executive. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If Executive should die or become disabled while any amount is owed
but unpaid to Executive hereunder, all such amounts, unless otherwise provided
herein, shall be paid to Executive's devisee, legatee, legal guardian or other
designee, or if there is no such designee, to Executive's estate. Executive's
rights hereunder shall not otherwise be assignable.
ARTICLE 5
MISCELLANEOUS
Section 5.01 Notices. Any notice required to be delivered hereunder shall
be in writing and shall be addressed
if to the Company, to:
AMIS Holdings, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: Chief Financial Officer
With a copy to:
AMIS Holdings, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx 00000
Fax: 000-000-0000
Attn: Chairman of the Compensation Committee of the Board of Directors
if to Executive, to Executive's last known address as reflected on the
books and records of the Company; or, in each case, to such other address as
such party may hereafter specify for the purpose by written notice to the other
party hereto. Any such notice shall be deemed received on the date of receipt by
the recipient thereof if received prior to 5:00 p.m. in the place of receipt and
such day is a business day in the place of receipt. Otherwise, any such notice
shall be deemed not to have been received until the next succeeding business day
in the place of receipt.
Section 5.02 Dispute Resolution. (a) Except as provided in Section 5.15,
each of Executive and the Company shall have the right and option to elect (in
lieu of litigation) to have any dispute or controversy arising under or in
connection with this Agreement settled by arbitration, conducted before a panel
of three arbitrators sitting in a location in Delaware, in
accordance with the rules of the American Arbitration Association then in
effect. Executive's election to arbitrate, as herein provided, and the decision
of the arbitrators in that proceeding, shall be binding on the Company and
Executive. Judgment may be entered on the award of the arbitrator in any court
having jurisdiction.
(b) Each party shall pay its own expenses of such arbitration or
litigation and all common expenses of such arbitration or litigation shall be
borne equally by Executive and the Company. Each party to an arbitration or
litigation hereunder shall be responsible for the payment of its own attorneys'
fees.
Section 5.03 Unfunded Agreement. The obligations of the Company under this
Agreement represent an unsecured, unfunded promise to pay benefits to Executive
and/or Executive's beneficiaries, and shall not entitle Executive or such
beneficiaries to a preferential claim to any asset of the Company.
Section 5.04 Non-Exclusivity of Benefits. Unless specifically provided
herein, neither the provisions of this Agreement nor the benefits provided
hereunder shall reduce any amounts otherwise payable, or in any way diminish
Executive's rights as an employee of the Company, whether existing now or
hereafter, under any compensation and/or benefit plans (qualified or
nonqualified), programs, policies, or practices provided by the Company, for
which Executive may qualify; provided, however, that the Severance Benefits or
the Change of Control Severance Benefits, as the case may be, shall be in lieu
of any severance benefits under any such plans, programs, policies or practices.
Vested benefits or other amounts which Executive is otherwise entitled to
receive under any plan, policy, practice, or program of the Company (i.e.,
including, but not limited to, vested benefits under any qualified or
nonqualified retirement plan), at or subsequent to the date of termination of
Executive's employment shall be payable in accordance with such plan, policy,
practice, or program except as expressly modified by this Agreement.
Section 5.05 Employment Status. Nothing herein contained shall interfere
with the Company's right to terminate Executive's employment with the Company at
any time, with or without Cause, subject to the Company's obligation to provide
Severance Benefits, the Change of Control Severance Benefits or the Separation
Benefits, if any. Executive shall also have the right to terminate Executive's
employment with the Company at any time without liability, subject only to the
provisions hereof and Executive's obligations hereunder.
Section 5.06 Mitigation. In no event shall Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement nor shall the
amount of any payment or benefit hereunder be reduced by any compensation earned
by Executive as a result of employment by another employer.
Section 5.07 Entire Agreement. This Agreement represents the entire
agreement between Executive and the Company and its affiliates with respect to
Executive's employment and/or severance rights, and supersedes all prior
discussions, negotiations, and agreements concerning such rights, including the
Previous Employment Agreement; provided, however, that any amounts payable to
Executive hereunder shall be reduced by any amounts paid to Executive as
required by any applicable federal, state or local law in connection with any
termination of Executive's employment.
Section 5.08 Tax Withholding. Notwithstanding anything in this Agreement
to the contrary, the Company shall withhold from any amounts payable under this
Agreement all federal, state, city, or other taxes as are legally required to be
withheld.
Section 5.09 Waiver of Rights. The waiver by either party of a breach of
any provision of this Agreement shall not operate or be construed as a
continuing waiver or as a consent to or waiver of any subsequent breach hereof.
Section 5.10 Severability. In the event any provision of the Agreement
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Agreement, and the Agreement shall
be construed and enforced as if the illegal or invalid provision had not been
included.
Section 5.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without reference
to principles of conflict of laws.
Section 5.12 Counterparts. This Agreement may be signed in several
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were on the same instrument.
Section 5.13 Indemnification. The Company shall indemnify Executive (and
Executive's legal representatives or other successors) to the fullest extent
permitted by the Certificate of Incorporation and By-Laws of the Company as in
effect at such time or on the Effective Date, and Executive shall be entitled to
the protection of any insurance policies the Company may elect to maintain
generally for the benefit of its directors and officers (and to the extent the
Company maintains such an insurance policy or policies, Executive shall be
covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available for any Company officer or
director), against all costs, charges and expenses whatsoever incurred or
sustained by Executive or Executive's legal representatives at the time such
costs, charges and expenses are incurred or sustained, in connection with any
action, suit or proceeding to which Executive (or Executive's legal
representatives or other successors) may be made a party by reason of
Executive's being or having been a director, officer or employee of the Company
or any Subsidiary of the Company, or Executive's serving or having served any
other enterprise as a director, officer, employee or fiduciary at the request of
the Company.
Section 5.14 Nondisclosure, Nonsolicitation, Noncompete, and
Nondisparagement.
(a) (i) Executive shall not (except to the extent required by an order of
a court having competent jurisdiction or under subpoena from an appropriate
government agency) disclose to any third person, whether during or subsequent to
the Executive's employment with the Company, any trade secrets; customer lists;
provider lists; product development and related information; marketing plans and
related information; sales plans and related information;
premium or any other pricing information; operating policies and manuals;
research; payment rates; methodologies; contractual forms; business plans;
financial records; or other financial, commercial, business or technical
information related to the Company or any Subsidiary or Affiliate of the Company
unless such information has been previously disclosed to the public by the
Company or has become public knowledge other than by a breach of this Agreement;
provided, however, that this limitation shall not apply to any such disclosure
made while the Executive is employed by the Company, any Subsidiary or Affiliate
of the Company if such disclosure occurred in connection with the performance of
Executive's job as an employee of the Company, any Subsidiary or Affiliate of
the Company;
(ii) Executive agrees that upon termination of Executive's
employment with the Company for any reason, Executive will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company or its Affiliates. Executive further agrees that Executive will
not retain or use for Executive's account at any time any tradenames, trademark
or other proprietary business designation used or owned in connection with the
business of the Company or its Affiliates.
(b) While employed by the Company and for one year after the termination
of the Employment Term, Executive shall not, directly or indirectly,:
(i) establish or engage in, whether alone or as a partner, officer,
director, employee, consultant, agent, independent contractor, stockholder or
equity owner of any company or business organization, any business, trade or
occupation that is similar to, directly competitive with or providing goods or
services to any aspect of business in which the Company is engaged or
contemplates being engaged during the Employment Term (the "Competitive
Business"); provided that this shall not prohibit a solely passive investment in
securities in any corporation or other business entity whose securities are
traded on a national securities exchange or listed on the National Association
of Securities Dealers Automated Quotation System or other over-the-counter
securities market so long as Executive does not beneficially own, directly or
indirectly, 1% or more of the equity securities of any such corporation or
business entity;
(ii) induce or attempt to induce any employee of the Company, or of
any Subsidiary or any Affiliate of the Company, to be employed or perform
services elsewhere; or
(iii) solicit or attempt to solicit the trade of any individual or
entity which, at the time of such solicitation, is a customer of the Company, or
of any Subsidiary or Affiliate of the Company, or which the Company, or any such
Subsidiary or Affiliate is undertaking reasonable steps to procure as a customer
at the time of or immediately preceding termination of employment; provided,
however, that this limitation shall only apply to any product or service which
is in competition with a product or service of the Company or any such
Subsidiary or Affiliate.
(c) Following the termination of the Executive's employment hereunder with
the Company, Executive shall provide assistance to and shall cooperate with the
Company and any Subsidiary or Affiliate of the Company, upon its reasonable
request and at the per diem rate of
$1,100, with respect to matters within the scope of the Executive's duties and
responsibilities during employment, provided that any reasonable out-of-pocket
expenses incurred in connection with any assistance Executive has been requested
to provide under this provision for items including, but not limited to
transportation, meals, lodging and telephone, shall be reimbursed by the
Company. The Company agrees and acknowledges that it shall, to the maximum
extent possible under the then prevailing circumstances, coordinate or cause a
Subsidiary or Affiliate to coordinate any such request with the Executive's
other commitments and responsibilities to minimize the degree to which such
request interferes with such commitments and responsibilities.
(d) Neither party will at any time (whether during or after termination of
Executive's employment with the Company) knowingly make any statement, written
or oral, or take any other action that would disparage or otherwise harm the
other party, its business or reputation or, in the case of the Company, the
reputation of any of its Affiliates or the officers and directors of any of
them.
Section 5.15 Material Inducement; Specific Performance.
(a) If any provision of Section 5.14 is determined by a court of competent
jurisdiction not to be enforceable in the manner set forth in this Agreement,
the Company and Executive agree that it is the intention of the parties that
such provision should be enforceable to the maximum extent possible under
applicable law and that such court shall reform such provision to make it
enforceable in accordance with the intent of the parties.
(b) Executive acknowledges that a material part of the inducement for the
Company to provide the compensation provided herein is Executive's covenants set
forth in Section 5.14 and that the covenants and obligations of Executive with
respect to nondisclosure and nonsolicitation relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants
and obligations will cause the Company irreparable injury for which adequate
remedies are not available at law. Therefore, Executive agrees that, if
Executive shall materially breach any of those covenants during or following
termination of employment, the Company shall be entitled to an injunction,
restraining order or such other equitable relief (without the requirement to
post a bond) restraining Executive from committing any violation of the
covenants and obligations contained in Section 5.14 and the Company shall have
no further obligation to pay Executive any benefits otherwise payable hereunder.
The remedies in the preceding sentence are cumulative and are in addition to any
other rights and remedies the Company may have at law or in equity as an
arbitrator (or court) shall reasonably determine.
Section 5.16 Employee Representation. The Executive expressly represents
and warrants to the Company that the Executive is not a party to any contract or
agreement and is not otherwise obligated in any way, and is not subject to any
rules or regulations, whether governmentally imposed or otherwise, which will or
may restrict in any way the Executive's ability to fully perform the Executive's
duties and responsibilities under this Agreement.
ARTICLE 6
DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set
forth below.
"Accrued Benefits" has the meaning accorded such term in Section 3.03(a).
"Accrued Compensation" has the meaning accorded such term in Section 3.03(a).
"Affiliate" and "Associate" have the respective meanings accorded to such terms
in Rule 12b-2 under the Exchange Act.
"Agreement" has the meaning accorded such term in the introductory paragraph of
this Agreement.
"Base Salary" has the meaning accorded such term in Section 2.01.
"Beneficial Ownership." A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own," securities pursuant to Rule 13d-3 under
the Exchange Act.
"Board" means, the Board of Directors of the Company.
"Cause" means the occurrence of any one or more of the following:
(a) Executive's willful and continued failure substantially to perform the
duties of Executive's position as then in effect (other than as a result
of incapacity due to physical or mental illness) which failure is not
remedied within fifteen business days of written notice from the Company;
(b) Executive's gross negligence or willful malfeasance in the performance
of Executive's duties hereunder as then in effect;
(c) Executive's breach of any of the covenants continued in Section 5.14;
or
(d) Executive's commission of an act constituting fraud, embezzlement, or
any other act constituting a felony.
For purposes of this definition, no act or failure to act shall be deemed
"willful" unless effected by Executive not in good faith and without reasonable
belief that such action or failure to act was in the best interests of the
Company.
"Change of Control" means (i) a sale of all or substantially all of the assets
of the Company; (ii) a merger or consolidation in which the Company is not the
surviving corporation and in which beneficial ownership of securities of the
Company representing at least fifty percent (50%) of the combined voting power
entitled to vote in the election of Directors has changed; (iii) a reverse
merger in which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger are converted by
virtue of the merger into other
property, whether in the form of securities, cash or otherwise, and in which
beneficial ownership of securities of the Company representing at least fifty
percent (50%) of the combined voting power entitled to vote in the election of
Directors has changed; (iv) an acquisition by any person, entity or group within
the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable
successor provisions (excluding any employee benefit plan, or related trust,
sponsored or maintained by the Company or subsidiary of the Company or other
entity controlled by the Company), of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
Directors; or (v) at least fifty percent (50%) of the Board ceases to consist of
the individuals on the Incumbent Board.
"Change of Control Severance" has the meaning accorded such term in Section 3.05
of this Agreement.
"Change of Control Severance Benefits" has the meaning accorded such term in
Section 3.05 of this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" has the meaning accorded such term in the introductory paragraph of
this Agreement.
"Disability" means Long-Term Disability, as such term is defined in the
Disability Plan.
"Disability Plan" means the long-term disability plan (or any successor
disability and/or survivorship plan adopted by the Company) in which Executive
participates, as in effect immediately prior to the relevant event (subject to
changes in coverage levels applicable to all employees generally covered by such
Plan).
"Effective Date" has the meaning accorded such term in the introductory
paragraph of this Agreement.
"Employment Term " has the meaning accorded such term in Section 1.02.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Executive" has the meaning accorded such term in the introductory paragraph of
this Agreement.
"Incumbent Board" means the individuals who, as of the date of Effective Date,
are members of the Company's Board. If the election, or nomination for election
by the Company's stockholders, of any new Director is approved by a vote of at
least fifty percent (50%) of the Incumbent Board, such new Director shall be
considered to be a member of the Incumbent Board in the future.
"Options" means all options to purchase shares of Company common stock granted
to Executive during the term of this Agreement and all options to purchase
shares of Company common stock granted to Executive during the term of the
Previous Employment Agreement.
"Person" means an individual, corporation, partnership, association, trust or
any other entity or organization.
"Previous Employment Agreement" has the meaning accorded such term in the
introductory paragraph of this Agreement.
"Qualifying Event" has the meaning accorded such term in Section 3.01.
"Separation Benefits" has the meaning accorded such term in Section 3.04.
"Severance Benefits" has the meaning accorded such term in Section 3.03.
"Subsidiary" of any Person means any other Person of which securities or other
ownership interests having voting power to elect a majority of the board of
directors or other Persons performing similar functions are at the time directly
or indirectly owned by such Person.
"Target Bonus Opportunity" means, for any given year, the amount set by the
Board pursuant to Section 2.02 of this Agreement as the target bonus opportunity
for the Executive.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement, to be effective as of the date and year first written above.
AMIS HOLDINGS, INC.
By: /s/ XXXXX XXXX
Xxxxx Xxxx
Chairman, Compensation Committee
of the Board of Directors
By: /s/ XXXXXXXXX XXXX
Xxxxxxxxx Xxxx
