EXHIBIT 10.24
CHANGE OF CONTROL AGREEMENT- TIER 1
This AGREEMENT dated as of January 1, 1998, is by and between NetVantage,
Inc., a Delaware corporation (the "Company") and _____________ ("Employee").
RECITAL
The board of directors of the Company has determined that it is in the best
interests of the Company and its stockholders to provide to certain key
executives, including Employee, benefits as provided in this Agreement in the
event of a Change of Control.
THE PARTIES AGREE AS FOLLOWS:
1. Definitions.
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"Annual Base Salary" means the Employee's current annualized salary
rate which is in effect at the time of a Change of Control. Annual Base Salary
excludes any bonus or incentive compensation whether earned or paid.
"Change of Control" has the meaning set forth in the Definitions
section of the Plan.
"Incentive Compensation" means the entitlement of Employee to payments
under the Plan in the event of a Change of Control.
"Plan" means the NetVantage, Inc. Management Incentive Compensation
Plan attached to this Agreement as Exhibit A.
2. Incentive Compensation. Employee is entitled to receive compensation
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under the Plan as a Tier 1 Participant. The Plan is incorporated by reference
as an integral part of this Agreement. In order to receive any payment of
Incentive Compensation Employee must at the effective time of the Change of
Control be an employee in good standing of the Company.
3. Severance. If Employee's employment with the Company is terminated by
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the Company without cause within one year from the effective time of a Change of
Control, Employee shall be entitled to a lump sum severance compensation payment
in the amount of Employee's Annual Base Salary.
4. Termination for Cause. A termination of Employee's employment shall be
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deemed for "cause" only if it is by reason of Employee's commission of willful
and material acts of neglect, dishonesty, fraud or other acts involving moral
turpitude which materially and adversely affect the business or affairs of the
Company or if the Employee is insubordinate or if the Employee demonstrates
repeated failure to perform duties assigned. If such termination is for cause
then all rights and obligations of the parties under this Agreement shall cease
upon the effective date of termination, including any right Employee may have
had to Incentive Compensation.
5. At Will Employment and Severance. Employee acknowledges that
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Employee's employment with the Company is at will, and that there is no
employment agreement between the Company and Employee, express or implied. Any
prior agreement, formal or informal, oral or written, with respect to the
subject matter of employment on a basis other than at will is hereby superseded
in its entirety. Any prior agreement, formal or informal, oral or written, with
respect to the subject matter of employee severance other than as included in
this agreement is hereby superseded in its entirety.
6. Miscellaneous Provisions.
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6.1 Governing Law. This Agreement is governed by the laws of the
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State of California.
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6.2 Modification. This Agreement may only be modified by an
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instrument in writing signed by both parties.
6.3 Binding Effect. This Agreement shall be binding upon and inure to
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the benefit of the parties and their successors, assigns, heirs and legal
representatives.
In witness whereof the parties have entered into this Agreement as of the
date first above written.
NetVantage, Inc.
By
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Xxxxxxx X. Xxxxxxx, President
Employee
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