EXHIBIT 10.7
SUMMIT DESIGN, INC.
EMPLOYMENT AGREEMENT
XXXXXXX XXXXXXXXX
February 25, 1999
This Agreement is entered into as of February 25, 1999 by and
between Summit Design, Inc., a Delaware corporation ("Summit") and Xxxxxxx
Xxxxxxxxx ("Xxxxxxxxx").
1. EMPLOYMENT AND DUTIES. Summit hereby employs Xxxxxxxxx to
serve and perform in the role of President and Chief Operating Officer.
Xxxxxxxxx shall report to the Board of Directors of Summit until such time as
a Chief Executive Officer is hired to replace Xxxxx X. Xxxxxxx at which time
Xxxxxxxxx shall report to the Chief Executive Officer of Summit. Xxxxxxxxx
agrees to perform the duties of this position to the best of his ability and
to devote full time and attention to the transaction of Summit's business.
2. TERM AND TERMINATION.
(a) This Agreement shall have a term of two (2)
years, unless sooner terminated in accordance with subsections 2(b) and/or
2(c) and/or 2(d) and/or 2(e) below. Both parties acknowledge that the
employment created herein is employment "at-will" and may be terminated with
or without cause under the terms stated herein.
(b) In the event that Xxxxxxxxx notifies Summit of
termination of his employment with Summit for any reason other than specified
in Section 2(d), this Agreement shall terminate as of the date of such
notification. Termination under this Section 2(b) is "Resignation".
(c) In the event that Summit notifies Xxxxxxxxx of
termination of his employment by Summit because Xxxxxxxxx willfully abandoned
the duties of his position or engaged in any business or criminal practice
which the Board of Directors reasonably determines is detrimental or harmful
to the good name, goodwill, or reputation of Summit, or which does or could
adversely effect the interests of Summit, then this Agreement shall terminate
as of the date of such notification. Termination under this Section 2(c) is
"Cause".
(d) In the event that Xxxxxxxxx notifies Summit of
his resignation as an employee of Summit because (i) Summit has required (in
writing) Xxxxxxxxx to perform in any role that does not include President and
Chief Operating Officer without Xxxxxxxxx'x consent (in writing); (ii) Summit
has hired a Chief Executive Officer other than Xxxxx X. Xxxxxxx without
Xxxxxxxxx'x prior written consent; (iii) of incompatibility with the Chief
Executive Officer hired to replace Xxxxx X. Xxxxxxx and such resignation
occurs within 30 days after such Chief Executive Officer's first day of work
at Summit or (iv) more than 75% of the assets or more than 50% of the
outstanding shares of Summit have been acquired by another company, then this
Agreement shall terminate as of the date of such notification. Termination
under this Section 2(d) is "Construction".
(e) In the event that Summit notifies Xxxxxxxxx of
termination of his employment by Summit for any reason other than specified
in Section 2(c), this Agreement shall terminate as of the date of such
notification. Termination under this Section 2(e) is "Convenience".
(f) This Agreement shall automatically terminate
upon termination of Xxxxxxxxx'x employment as a result of Xxxxxxxxx'x death
or disability.
(g) Notwithstanding the above, termination of this
Agreement shall not release Xxxxxxxxx from any obligations under Sections 4,
5, 6 and 7 hereof.
3. COMPENSATION AND BENEFITS. In consideration of the
services to be performed by Xxxxxxxxx, Summit agrees to pay Xxxxxxxxx the
compensation and extend to Xxxxxxxxx the benefits consisting of the following:
(a) Effective as of April 1, 1999, annual base salary
of $225,000 (the "Annual Base Salary"), paid twice monthly.
(b) Annual bonus of up to 25% of Xxxxxxxxx'x Annual
Base Salary as of December 31 of such year under the terms of the executive
bonus plan to be adopted by the Board.
(c) Xxxxxxxxx shall be provided the right to
participate in the medical, dental, optical, and life insurance programs
provided for the senior level executives of Summit.
(d) Xxxxxxxxx shall earn up to four (4) weeks of paid
time off during each year of employment. This paid time off shall be
available for use as earned according to the standard policy of Summit.
(e) An allowance for car expenses of $750.00 per
month.
(f) A retention bonus in the amount of $150,000 (the
"Retention Bonus") to be paid on January 1, 2000 if Xxxxxxxxx is an employee
of Summit on such date.
(g) In the event that this Agreement is terminated
for Construction as defined in Section 2(d) or Convenience as defined in
Section 2(e), then Summit shall pay Xxxxxxxxx (i) his then-current monthly
base salary during the 12 months subsequent to the termination date; (ii) all
benefits set forth in Section 3(c) during the 12 months subsequent to the
termination date; plus (iii) the Retention Bonus if the Agreement is
terminated prior to January 1, 2000. Notwithstanding the foregoing, as a
condition precedent to Xxxxxxxxx receiving the monthly payments and benefits
set forth in (i) and (ii) above and the Retention Bonus set forth in (iii)
above, Xxxxxxxxx must execute the Settlement Agreement in the form attached
hereto as ANNEX A and the seven (7) day revocation period referenced in
Section 7 thereof shall have expired.
(h) In the event that this Agreement is terminated by
Xxxxxxxxx notifying Summit of his resignation as an employee of Summit
because of his incompatibility with the Chief Executive Officer hired to
replace Xxxxx X. Xxxxxxx and such resignation occurs more than 30 days but
less than one year after such Chief Executive Officer's first day of work at
Summit, then Summit shall pay Xxxxxxxxx (i) his then-current monthly base
salary during the 6 months subsequent to the date of Xxxxxxxxx'x resignation;
(ii) all benefits set forth in Section 3(c) during the 6 months subsequent to
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the date of Xxxxxxxxx'x resignation; plus (iii) fifty percent (50%) of
Xxxxxxxxx'x Retention Bonus if his resignation occurs prior to January 1,
2000. Notwithstanding the foregoing, as a condition precedent to Xxxxxxxxx
receiving the monthly payments and any portion of his Retention Bonus,
Xxxxxxxxx must execute the Settlement Agreement in the form attached hereto
as ANNEX A and the seven (7) day revocation period referenced in Section 7
thereof shall have expired.
4. CONFIDENTIALITY. Xxxxxxxxx acknowledges that certain
customer lists, design work, and related information, equipment, computer
software, and other proprietary products and information, whether of a
technical or non-technical nature, including but not limited to schematics,
drawings, models, photographs, sketches, blueprints, printouts, and program
listings of Summit, collectively referred to as "Technology", were and will
be designated and developed by Summit at great expense and over lengthy
periods of time, are secret and confidential, are unique and constitute the
exclusive property and trade secrets of Summit, and any use or disclosure of
such Technology, except in accordance with and under the provisions of this
or any other written agreements between the parties, would be wrongful and
would cause irreparable injury to Summit. Xxxxxxxxx hereby agrees that he
will not, at any time, without the express written consent of Summit,
publish, disclose, or divulge to any person, firm, or corporation any of the
Technology, nor xxxx Xxxxxxxxx use, directly or indirectly, for Xxxxxxxxx'x
own benefit or the benefit of any other person, firm, or corporation, any of
the Technology, except in accordance with this Agreement or other written
agreements between the parties.
5. INVENTIONS. All original written material including
programs, charts, schematics, drawings, tables, tapes, listings, and
technical documentation which are prepared partially or solely by Xxxxxxxxx
in connection with employment by Summit shall belong exclusively to Summit.
6. RETURN OF DOCUMENTS. Xxxxxxxxx acknowledges that all
originals and copies of records, reports, documents, lists, plans, drawings,
memoranda, notes, and other documentation related to the business of Summit
or containing any confidential information of Summit shall be the sole and
exclusive property of Summit, and shall be returned to Summit upon the
termination of employment for any reason whatsoever or upon the written
request of Summit.
7. COMPLIANCE. Xxxxxxxxx agrees to comply with all of
Summit's written employment policies, guidelines, and procedures as contained
in an employment manual, including revisions and additions thereto.
8. INJUNCTION. In addition to all other legal rights and
remedies, Summit shall be entitled to obtain from any court of competent
jurisdiction preliminary and permanent injunctive relief of any actual or
threatened violation of any term hereof without requirement of bond, as well
as an equitable accounting of all profits or benefits arising out of such
violation.
9. WAIVER. The waiver of either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach thereof.
10. DISPUTES. The legal relations of the parties hereunder,
and all other matters hereunder, shall be governed by the laws of the State
of Oregon. Unresolved disputes shall be resolved in a court of competent
jurisdiction in Washington County, Oregon, and all parties hereto consent to
the jurisdiction of such court.
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11. BOARD APPROVAL. The effectiveness of this Agreement shall
be subject to the prior approval of the Compensation Committee of the
Company's Board of Directors.
12. LIMITATION ON PAYMENTS. In the event that the severance
and other benefits provided for in this Agreement or otherwise payable to
Xxxxxxxxx (i) constitute "parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii)
but this Section, would be subject to the excise tax imposed by Section 4999
of the Code, then Xxxxxxxxx severance benefits under subsection 3(f) shall be
payable either
(i) in full, or
(ii) as to such lesser amount which would
result in no portion of such severance benefits being subject to excise tax
under Section 4999 of the Code,
whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the excise tax imposed by Section
4999, results in the receipt by Xxxxxxxxx on an after-tax basis, of the
greatest amount of severance benefits under subsection 3(f) notwithstanding
that all or some portion of such severance benefits may be taxable under
Section 4999 of the Code. Unless the Company and Xxxxxxxxx otherwise agree in
writing, any determination required under this Section 12 shall be made in
writing by the Company's independent public accountants (the "Accountants"),
whose determination shall be conclusive and binding upon Xxxxxxxxx and the
Company for all purposes. For purposes of making the calculations required by
this Section 12, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and Xxxxxxxxx shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order
to make a determination under this Section. The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations
contemplated by this Section
13. ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement between the parties hereto, and fully supersedes any and all prior
agreements or understandings, written or oral between the parties hereto
pertaining to the subject matter hereof. Without limiting the application of
any provisions of this Agreement, all sections of the Employment Agreement
dated as of September 1997 (the "1997 Employment Agreement") between Summit
and Xxxxxxxxx are superseded in all respects by this Agreement, except for
Sections 4, 5, 6 and 7. No modification or amendment hereof is effective
unless in writing and signed by both parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first herein above written.
"EMPLOYER": SUMMIT DESIGN, INC.:
A Delaware Corporation
By: _________________________________________
Name: Amihai Xxx-Xxxxx
Title: Compensation Committee Member
By: _________________________________________
Name: Xxxxxxx X. Xxxxx
Title: Compensation Committee Member
"EMPLOYEE": _____________________________________________
Xxxxxxx Xxxxxxxxx
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