EXHIBIT 10.7
TRANSCRIPTION ENTERPRISES, INC.
EMPLOYMENT AGREEMENT
This Agreement is entered between Transcription Enterprises, Inc., a
Delaware corporation (the "Company"), and Xxxxx Xxxxxxxx (the "Employee") this
1st day of January, 2000 (the "Effective Date").
WHEREAS, upon the effectiveness of the merger of the Company, a wholly
owned subsidiary of Numerical Technologies, Inc., a California corporation, with
Transcription Enterprises Limited, a California corporation (the "Merger"), the
Company will be the surviving entity;
WHEREAS, in connection with the Merger, the parties desire and agree to
enter into an employment relationship by means of this Agreement;
WHEREAS, the consideration for this Agreement is separate and apart from
the consideration for the agreement evidencing the Merger;
NOW THEREFORE in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually covenanted and
agreed by and among the parties as follows:
1. Position and Duties. As of the Effective Date, Employee shall be
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employed as Fellow of the Company, reporting to Xx. Xxxx Pati, Chief Executive
Officer of Numerical Technologies, Inc., and assuming and discharging such
responsibilities as are commensurate with Employee's position. Employee shall
have the additional responsibility of ensuring a smooth, efficient and rapid
transition of the Company to its new status as a subsidiary of Numerical
Technologies, Inc. Employee shall perform his duties faithfully and to the best
of Employee's ability and shall devote Employee's full business time and effort
to the performance of Employee's duties hereunder. Additionally, it is
anticipated that Employee will be appointed as a member of the Numerical
Technologies, Inc. Board of Directors as soon as reasonably practicable
following the Effective Date.
2. Term. The term of this Agreement shall commence on the Effective
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Date and shall terminate two (2) years following the Effective Date.
3. Compensation.
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(a) Base Salary. For all services to be rendered by Employee
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pursuant to this Agreement, Employee shall receive an annual base salary of Two
Hundred Five Thousand Dollars ($205,000) payable in accordance with the
Company's normal payroll practices.
(b) Bonus. Employee shall be eligible to receive an annual bonus
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for fiscal year 2000 based on the attainment of certain individual and Company
performance objectives mutually
agreed upon by Employee and the Company. Employee's annual bonus target for
fiscal year 2000 will be Fifty Thousand Dollars ($50,000) for Employee's
achievement of one hundred percent (100%) of all mutually agreed upon
performance objectives. The Company and Employee agree to work together to
establish the individual and Company performance objectives for fiscal year 2000
as soon as practicable following Employee's commencement of employment. The
Board shall have the sole discretion to determine whether the performance
objectives for fiscal year 2000 have been attained. The annual bonus, if any,
for fiscal year 2000 shall be paid on or before March 31, 2001.
(c) Option. As soon as reasonably practicable following the
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Effective Date, the Company shall recommend that the Employee be granted an
option under the Numerical Technologies, Inc. 1997 Stock Plan (the "Plan") to
purchase up to one hundred fifty thousand (150,000) shares of Numerical
Technologies, Inc. (the "Parent") Common Stock (the "Shares"), at an exercise
price per Share equal to the fair market value per Share on the grant date (the
"Option"). The Option shall be immediately exercisable for all of the Shares on
the date of grant. However, the Shares shall initially be unvested and subject
to repurchase by Parent upon Employee's termination of employment prior to
Employee vesting in such Shares. The Shares shall vest, and the Parent's
repurchase right shall accordingly lapse, in accordance with the following
schedule: fifty percent (50%) of the Shares shall vest on the second anniversary
of the Effective Date, and six and one-quarter percent (6.25%) of the Shares
shall vest at the end of each three (3) month period thereafter, provided
Employee continues in the employment of the Company on each such vesting date.
However, if the Employee's employment is terminated prior to the second
anniversary of the Effective Date by reason of Employee's death or disability
(as defined in the Plan), then the Shares shall become vested on an accelerated
basis, and the Parent's repurchase right shall accordingly lapse, in accordance
with the following schedule: six and one-quarter percent (6.25%) of the Shares
shall vest for each three (3) month period, measured from the Effective Date,
for which Employee completed employment with the Company prior to Employee's
termination by reason of death or disability. The Option shall be subject to the
terms and conditions of the Numerical Technologies, Inc. 1997 Stock Plan and the
stock option agreement evidencing the Option.
4. Other Benefits. Employee shall be entitled to participate in the
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employee benefit plans and programs of the Company, if any, to the extent that
Employee's position, tenure, salary, age, health and other qualifications make
Employee eligible to participate in such plans or programs, subject to the rules
and regulations applicable thereto. The Company reserves the right to cancel or
change the benefit plans and programs it offers to its employees at any time.
5. Expenses. The Company shall reimburse Employee for reasonable travel,
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entertainment or other expenses incurred by Employee in the furtherance of or in
connection with the performance of Employee's duties hereunder, in accordance
with the Company's expense reimbursement policy as in effect from time to time.
6. Confidential Information. Employee agrees to maintain the
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confidentiality of all confidential and proprietary information of the Company
and agrees to enter into the Transcription Enterprises, Inc. Confidential
Information and Inventions Assignment Agreement ("Confidentiality Agreement").
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7. Arbitration.
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(a) Employee agrees that any dispute or controversy arising out of,
relating to, or in connection with this Agreement, or the interpretation,
validity, construction, performance, breach, or termination thereof, shall be
settled by binding arbitration, to the extent permitted by law, to be held in
Santa Clara, California in accordance with the National Rules for the Resolution
of Employment Disputes then in effect of the American Arbitration Association
(the "Rules"). The arbitrator may grant injunctions or other relief in such
dispute or controversy. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court having jurisdiction.
(b) The arbitrator(s) shall apply California law to the merits of any
dispute or claim, without reference to rules of conflicts of law. The Employee
hereby consents to the personal jurisdiction of the state and federal courts
located in California for any action or proceeding arising from or relating to
this Agreement or relating to any arbitration in which the parties are
participants.
(c) The parties may apply to any court of competent jurisdiction for
a temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary, without breach of this arbitration agreement
and without abridgment of the powers of the arbitrator.
(d) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE
AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, TO THE EXTENT PERMITTED BY
LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT
TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL
ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO,
DISCRIMINATION CLAIMS.
8. Right to Advice of Counsel. Employee acknowledges that Employee has
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had the right to consult with counsel and is fully aware of Employee's rights
and obligations under this Agreement.
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9. Successors.
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(a) Company's Successors. Any successor to the Company (whether
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direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such obligations
in the absence of a succession. For all purposes under this Agreement, the term
"Company," as applicable, shall include any successor to the Company's business
and/or assets which executes and delivers the assumption agreement described in
this subsection (a) or which becomes bound by the terms of this Agreement by
operation of law.
(b) Employee's Successors. Without the written consent of the
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Company, Employee shall not assign or transfer this Agreement or any right or
obligation under this Agreement to any other person or entity. Notwithstanding
the foregoing, the terms of this Agreement and all rights of Employee hereunder
shall inure to the benefit of, and be enforceable by, Employee's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
10. Notice Clause.
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(a) Manner. Any notice hereby required or permitted to be given
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shall be sufficiently given if in writing and upon mailing by registered or
certified mail, postage prepaid, to either party at the address of such party or
such other address as shall have been designated by written notice by such party
to the other party.
(b) Effectiveness. Any notice or other communication required or
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permitted to be given under this Agreement will be deemed given on the day when
delivered in person, or the third business day after the day on which such
notice was mailed in accordance with Section 11(a).
11. Governing Law. This Agreement shall be governed by and construed in
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accordance with the internal substantive laws, but not the choice of law rules,
of the state of California.
12. Severability. The invalidity or unenforceability of any provision of
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this Agreement, or any terms hereof, shall not affect the validity or
enforceability of any other provision or term of this Agreement.
13. Integration. This Agreement and the Confidentiality Agreement
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represents the entire agreement and understanding between the parties as to the
subject matter herein and supersedes all prior or contemporaneous agreements
whether written or oral. No waiver, alteration, or modification of any of the
provisions of this Agreement shall be binding unless in writing and signed by
duly authorized representatives of the parties hereto.
14. Taxes. All payments made pursuant to this Agreement shall be subject
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to withholding of applicable income and employment taxes.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of the Company by its duly authorized officers, as of the day and
year first above written.
TRANSCRIPTION ENTERPRISES, INC.
By: /s/ Xxxxxxxx X. Xxxx
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Title: President & CEO
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EMPLOYEE:
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
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