August 25, 1999
Xx. Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxx:
This letter agreement ("Agreement") sets forth our agreement as it pertains to
your salary commitment from Ramtron International Corporation ("Ramtron").
1. Term. The term of this commitment shall begin on September 1, 1999 and
shall continue until December 31, 2000, unless sooner terminated as
provided in paragraph 2 below.
2. Termination. Should you voluntarily terminate your employment or should
your employment be terminated for cause, Ramtron shall be relieved of all
of its obligations provided herein including, but not limited to, its
obligation to pay you the salary provided in paragraph 3 below.
Termination for cause shall include chronic absenteeism (not due to
physical or mental illness, not constituting permanent disability, habitual
alcoholism, drug abuse or addiction); the commission of a felony or fraud
on Ramtron, its employees, customers, stockholders, or vendors;
misappropriation of any money or other assets or properties of Ramtron, its
employees, customers, stockholders or vendors; violation of reasonable,
specific and lawful directions received from Ramtron's Board of Directors
and/or CEO, in connection with and pertaining to your duties Vice President
and General Manager of FRAM Product Division; or the unauthorized
disclosure or use of any Ramtron trade secrets or financial information or
data which results, or is likely to result, in injury or damage to Ramtron.
Upon termination of this Agreement, you shall be paid your regular salary
up to the termination date less applicable income tax withholdings, or any
off set for lawful charges or indebtedness which may be owed by you to
Ramtron or both. If Ramtron terminates your employment for any reason
other than cause during the term of this Agreement, then Ramtron shall be
obligated to continue to pay you the salary provided in paragraph 3 below
until such term expires. IT IS EXPRESSLY ACKNOWLEDGED AND UNDERSTOOD THAT
YOUR EMPLOYMENT WITH RAMTRON IS AN EMPLOYMENT "AT WILL" SITUATION.
3. Salary. The salary to be paid by Ramtron to you shall be ONE HUNDRED
FIFTY-TWO THOUSAND NINETY-TWO DOLLARS ($152,092.00) per year, which amount
shall be paid in equal installments on or about the 15th and 30th of each
month. All such payments shall be subject to withholding and other
applicable taxes. For purposes of paragraph 2, salary is defined as
$12,674.33 per month.
Page-162
4. Ownership of Documents, Patents and Copyrights. Any documents, inventions
or copyrightable material that you may prepare while employed by Ramtron
shall be subject to the non-disclosure and assignment requirements provided
in the Invention and Non-Disclosure Agreement between you and Ramtron dated
November 27, 1989. The termination or expiration of this Agreement shall
have no effect on your duties and obligations as provided in said Invention
and Non-Disclosure Agreement.
5. Arbitration. Should any dispute arise under this Agreement or out of its
termination or cancellation, the matter shall be submitted to and decided
by arbitration. The arbitration shall be held at a mutually agreeable
location within the State of Colorado and shall be held in accordance with
the terms and conditions outlined in the Colorado Uniform Arbitration Act,
C.R.S. Section 00-00-000.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
7. Severability. In case any one or more of the provisions of this Agreement
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein
shall not in any way be affected thereby.
8. Assignability and Binding Effect. This Agreement shall inure to the
benefit of and shall be binding upon your successors, assigns and legal
representatives and the successors and assigns of Ramtron. Except as set
forth in paragraph 9 below, neither party may assign, transfer, pledge,
encumber or otherwise dispose of this Agreement or any rights or
obligations hereunder, and any such attempt at delegation or disposition
shall be null and void and without effect.
9. Complete Agreement; Modification; Waiver. This Agreement constitutes the
complete agreement and understanding between the parties with respect to
the subject matter hereof. This Agreement shall not be altered, modified
or amended except by written instruments signed by each of the parties
hereto. Waivers of any provision contained herein or any default hereunder
shall only be effective if in writing and signed by the party to be charged
therewith. Any written waiver shall not operate or be construed as a
waiver of any or other subsequent breach or default by any party.
Please indicate your agreement to the foregoing by signing below.
Sincerely,
/S/ L. Xxxxx Xxxxx
L. Xxxxx Xxxxx
Chairman and CEO
LDS/klb
This Agreement is hereby agreed to and accepted, effective as of September 1,
1999.
/S/ Xxxxxx X. Xxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxx Date September 1, 1999
Page-163
