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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
Made January 25, 1999, by and between Xxxxx Xxxxx, an individual having his
residence at 000 Xxxx Xxxxx Xxxxx, Xxxxxx, XX 00000 (hereinafter "Executive")
and Integrated Device Technology, Inc., a Delaware corporation having a place of
business at 0000 Xxxxxxx Xxx, Xxxxx Xxxxx, XX 00000 (hereinafter "Employer").
Whereas, the parties desire to enter into an employment agreement; and
Whereas, Executive is employed by Employer as the President and Chief
Executive Officer of Centaur Technology, Inc. and as a Senior Vice President of
Employer.
Now, therefore, in consideration of the foregoing and of the mutual
promises and conditions hereinafter set forth, the parties agree as follows:
1. Position and Duties.
1.1. Executive is the President of Centaur Technology, Inc. and shall serve
at the will of the board of directors of such corporation. Executive
is also a Senior Vice President of Employer and shall serve at the
will of the board of directors of Employer. Employer shall not assign
Executive to any position other than a senior level executive
position, with Employer or a majority owned subsidiary of Employer,
and such title as Employer shall elect, including the title of Vice
President. Hereinafter, the term "Employer" shall also include
"Centaur Technology, Inc." unless the context clearly indicates
otherwise.
1.2. So long as Executive shall be President of Centaur Technology, Inc.,
Executive shall have full power and authority to hire and fire all
employees of Centaur Technology, Inc. and to manage and conduct all
the business of Centaur Technology, Inc. subject to expenditure and
corporate policies set by Employer.
1.3. Executive shall not take any of the following actions on behalf of
Employer without the approval of Centaur Technology, Inc.'s board of
directors:
1.3.1. Borrowing or obtaining credit in any amount or guarantying any
obligation of any third party;
1.3.2. Expending funds for capital equipment in excess of budgeted
expenditures for any fiscal quarter;
1.3.3. Selling or transferring capital assets;
1.3.4. Executing any contract or making any commitment for an amount
in excess of $100,000
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1.3.5. Executing any lease of real or personal property where the
total rent and other payments for the minimum term thereof
total $100,000 or more; or
1.3.6. Establishing, modifying, or exercising any discretionary
authority or control over any employee pension plan.
2. Outside Business Activities Limited.
During his employment, Executive shall devote his full energies, interest,
abilities, and productive time to the performance of this agreement and shall
not, without Employer's prior written consent, render to others services of any
kind for compensation, or engage in any other business activity that would
materially interfere with the performance of his duties under this
agreement.
3. Covenant Not to Compete.
As used herein, the term "competition" means the design, development,
and/or marketing of products competitive with IDT's WinChip microprocessors or
other X86 or MIPS microprocessor. During employment and for a period of one year
thereafter, Executive shall not, directly or indirectly, engage in any activity
or other business competitive with Employer's business, without Employer's prior
written consent.
4. Term and Termination of Employment.
4.1. Subject to termination as herein provided, Executive shall be employed
for a term beginning on the date hereof and ending on December 31,
2004.
4.2. Employer may terminate the employment of Executive at any time by
written notice to Executive and payment of severance in the amount of
$200,000, payable in 26 equal bi-weekly installments commencing two
weeks after the payment of Executive's final paycheck.
4.3. Executive may terminate his employment at any time by written notice
to Employer delivered not less than thirty (30) days prior to the
effective date of termination.
4.4. Employer may terminate this agreement at any time without notice and
without payment of any kind (other than compensation accrued to the
date of termination) if Executive commits any material act of
dishonesty related to his employment hereunder, discloses confidential
information of a material nature to a party whose interest is adverse
or competitive with that of Employer, or in a willful, wanton, or
grossly negligent manner fails to perform his duties under this
agreement (such termination is hereinafter referred to as "for
cause").
4.5. This agreement shall terminate on the death or substantial disability
of Executive (a disability which prevents Executive from performing
the essential duties and
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responsibilities of his employment despite reasonable accommodation)
and except as required pursuant to the terms of any of the Employer's
benefit plans and as to compensation due through the date of
termination, Employer shall thereafter have no obligation to pay any
salary, bonus, incentive or other compensation to Executive.
5. Place of Employment.
Unless the parties agree otherwise in writing, Executive shall be employed
at the offices of Centaur Technology, Inc. in the metropolitan Austin, Texas
area; provided, however, that Employer may from time to time require Executive
to travel temporarily to other locations on Employer's business.
6. Salary and Incentive Compensation.
6.1. Executive shall receive such salary and benefits as shall be
determined by the Board of Directors of Centaur Technology, Inc.
and/or Integrated Device Technology, Inc. from time to time.
6.2. The Board of Directors of Centaur Technology, Inc. and/or Integrated
Device Technology, Inc. shall from time to time establish by
resolution such incentive compensation goals for Executive as they
shall in their sole discretion deem advisable.
7. Ownership of Intangibles.
All processes, inventions, patents, copyrights, trademarks, and other
intangible rights that may be conceived or developed by Executive, either alone
or with others, during the term of Executive's employment, whether or not
conceived or developed during Executive's working hours, and (a) with respect to
which the equipment, supplies, facilities, or trade secret information of
Employer was used, or (b) that relate at the time of conception or reduction to
practice of the invention to the business of the Employer or to Employer's
actual or demonstrably anticipated research and development, or (c) that result
from any work performed by Executive for Employer, shall be the sole property of
Employer. Executive shall, during the term of employment and for one year
thereafter, disclose to Employer all inventions conceived during the term of
Executive's employment hereunder whether or not the property of Employer under
the terms of the preceding sentence, provided that such disclosure shall be
received by Employer in strict confidence. Executive shall execute all
documents, including patent applications and assignments, required by Employer
to establish Employer's rights under this Section.
8. Non Disclosure and Confidentiality.
In the course of his employment, Executive shall have access to
confidential information and trade secrets relating to Employer's business.
Except as required in the course of his employment by Employer, Executive will
not, without Employer's prior consent, either during his employment by Employer
or for three years after termination of that employment,
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directly or indirectly disclose to any third person any such confidential
information or trade secrets. Confidential information shall not include
information generally available to the public provided it was disclosed or made
available without fault on Executive's part and without breach by the disclosing
party of a duty of confidentiality.
9. Privacy, Advertising.
Executive consents to the use by Employer and its affiliates of Executive's
name, image, and voice for purposes of advertising or trade. This consent shall
remain in effect so long as Executive shall be employed by Employer or any
affiliate of Employer. Employer and its affiliates shall have the right to
continue to distribute, display, or otherwise use any materials brochures,
tapes, videos, movies and the like which were prepared during and in connection
with Executive's employment hereunder after the termination of such employment,
provided, however, that nothing contained herein shall authorize the preparation
of any new materials using Executive's name, image or voice for purposes of
advertising or trade after termination of Executive's employment with Employer.
10. Indemnification by Employer.
Employer shall, to the maximum extent permitted by law, indemnify and hold
Executive harmless against expenses, including reasonable attorney's fees,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of Executive's
employment by Employer. Employer shall advance to Executive any expense incurred
in defending any such proceeding to the maximum extent permitted by law. This
obligation of Employer is subject to the following conditions: (i) Executive
shall cooperate in the defense of any such lawsuit or claim, and (ii) tender the
defense of such lawsuit or claim to Employer, including the selection and
direction of counsel.
11. Merger or Dissolution.
In the event of a merger in which Employer is not the surviving entity, or
of a sale of all or substantially all of Employer's assets, Employer may, at its
sole option (i) assign this agreement and all rights and obligation under it to
any business entity that succeeds to all or substantially all of the Employer's
business through that merger or sale of assets, or (ii) terminate this agreement
subject to the obligations set forth in paragraph 4.2 above and any fully earned
incentive compensation designated pursuant to paragraph 6 above.
12. Arbitration.
Any controversy or claim arising out of or relating to this agreement or
the employment of Executive hereunder, including without limitation, any claim
of age discrimination or other violation of Executive's civil rights, shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction. There shall
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be one arbitrator. Each party shall pay one half of the fees of the arbitrator
and each party shall pay his own attorney and the expenses of his witnesses and
all other expenses connected with presenting his case. Other costs of the
arbitration, including the cost of any record or transcripts of the arbitration
and administrative fees shall be borne equally by the parties.
13. Limitation of Liability.
Each party shall be liable to the other only for direct damages, and, in
the case of defamation, for special damages. In no event shall either party be
liable to the other for incidental or indirect damages of any nature whatsoever,
including without limitation, mental anguish, whether arising in tort or
contract and whether based on negligence or intentional conduct. The payments to
be made hereunder by Employer to Executive pursuant to paragraphs 4.2 and 6 to
the extent vested, constitute the sole and complete liability of Employer
arising from or connected with the termination of Executive's employment
hereunder, including, without limitation, termination resulting from sex, age,
or other violation of Executive's human rights.
14. Representation Regarding Proprietary Information of Others.
14.1. Executive represents and warrants that on the date of execution of
this Agreement, that he has no written information relating to
computer design or architecture, software, and/or semiconductors
(including without limitation, discs, tapes, mail and the like) in his
possession or under his direction or control which is the property of
others and which he does not have the right to disclose to, and use
for the benefit of, Employer, other than (i) the M86 technical
information.
14.2. Executive further represents and warrants that he is free of any
obligation which would be breached by the employment of Executive by
Employer as contemplated herein.
15. Severability.
If any provision of this agreement is held invalid or unenforceable, the
remainder of this agreement shall nevertheless remain in full force and effect.
If any provision is held invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all
other circumstances.
16. Choice of Law.
This agreement is made in Santa Xxxxx County, California and constitutes
the full and complete agreement of the parties relating to the subject matter
hereof and supersedes any prior understanding or written or oral agreements
between the parties. This Agreement may only be amended by a written agreement
executed by Executive and Employer. THIS AGREEMENT SHALL BE PERFORMED IN THE
STATE OF TEXAS. THE PARTIES AGREE THAT THE LAWS OF THE STATE OF TEXAS SHALL
XXXXX THE INTERPRETATION OF THIS AGREEMENT. ANY ARBITRATION OF ANY DISPUTE
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HEREUNDER SHALL BE CONDUCTED IN PHOENIX, ARIZONA OR SUCH OTHER PLACE AS THE
PARTIES MAY AGREE.
17. Notices.
Notices required hereunder shall be in writing and shall be given by
personal delivery (if by courier, the messenger service shall be a recognized
commercial service and receipt of delivery shall be retained) or mailed by
registered or certified mail, return receipt requested, postage prepaid in a
properly addressed envelope, to the intended recipient at the address set forth
in this Agreement (or to such other address for a party as shall hereafter be
specified by notice given in accordance with this provision; provided, however,
that notices of a change of address shall be delivered on the fifth business day
after deposit in a postal depository.
Executed by the parties in multiple counterparts as of the day and year
first above written.
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Xxxxx Xxxxx Integrated Device Technology, Inc.
By:
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Title:
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