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EXHIBIT (d)(10)
EMPLOYMENT AGREEMENT
January 15, 2001
To: Xxxxxxxx X. Xxxxxxxxx
Dear Xxxxxxxx:
This letter agreement ("Agreement"), if accepted, sets forth the
terms of your employment with Xircom, Inc. ("Xircom") and/or Intel Corporation
("Intel") or any of Intel's subsidiaries (collectively, the "Company"). This
offer is contingent on the occurrence of the closing of the Agreement and Plan
of Merger by and among Intel, Xircom and ESR Acquisition Corporation dated
January 15, 2001 (the "Merger Agreement"), and, if you accept this offer, it
will take effect as of the "Closing Date" for the Merger Agreement.
The terms of your employment under this Agreement are as follows:
Compensation and Benefits
(Initial your choice of Option 1 or Option 2)
____________ [OPTION 1] You will receive an annual base salary ("Base Salary")
of $205,056, less all applicable deductions. You are eligible for an Employee
Bonus ("EB") and Employee Cash Bonus ("ECBP"), payable under the terms of the
Intel's EB and ECBP Plans. For purposes of calculating your EB, your target EB
shall be $15,000.
/s/ BOP [OPTION 2] You will receive an annual base salary ("Base Salary")
of $ 185,000, less all applicable deductions. You are eligible for an Employee
Bonus ("EB") and Employee Cash Bonus ("ECBP"), payable under the terms of the
Intel's EB and ECBP Plans. For purposes of calculating your EB, your target EB
shall be $27,000.
As soon as practicable following the Closing Date, the Company
will recommend that you receive a grant of options for 33,480 shares of Intel
common stock, which shall vest in annual installments as set forth below on each
anniversary of the date of grant:
2003 2004 2005 2006
8370 8370 8370 8370
In addition, you are eligible to participate in the Company
employee benefit programs available to similarly situated employees, including,
but not limited to, the Intel employee stock purchase plan in accordance with
the terms of such plan.
Term of Employment
Employment with the Company will be "at will." Either you or the
Company may terminate your employment with or without cause or notice at any
time.
Your Position
You will initially have the title of Director, Wireless
Technology Operation, Grade 11, reporting to Xxxx Xxxxx. You will have whatever
reasonable duties are assigned to you consistent with your title and position.
Proprietary Information
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This offer is also contingent on you executing Intel's standard
form of Employee Agreement regarding proprietary information and inventions, a
copy of which is attached hereto and incorporated herein.
Change in Control Agreement
You agree that your move to the position described in this
Agreement, and the responsibilities associated with such position, shall not
constitute "Good Reason" under your Change in Control Agreement. You further
agree that "Cause" under your Change in Control Agreement shall be determined in
good faith by: the Xircom Board of Directors; the Chief Executive Officer of
Intel; or the Vice President in charge of Intel's Network Communications Group
(or its successor business unit).
Per your Change in Control Agreement, upon the Closing Date, your
existing options (summarized in the attached schedule) will be accelerated by 1
year.
Employment Agreement Dated June 20, 2000
The Company will honor the Special Payment Provisions of your
prior Employment Agreement dated June 20, 2000, except as provided in this
paragraph. First, the Converted Stock Option will be assumed by Intel and become
an option to purchase Intel shares. Second, you agree that your move to the
position described in this Agreement, and the responsibilities associated with
such position, will not constitute "Good Reason." Third, you agree that "Cause"
will be determined in good faith by: the Xircom Board of Directors; the Chief
Executive Officer of Intel; or the Vice President in charge of Intel's Network
Communications Group (or its successor business unit). Fourth, you agree that
the Trigger Events relating to the Xircom Corporate Operating Team and the
change in control at the OTI level will have no force and effect.
Entire Agreement
This Agreement, your Change in Control Agreement and Intel's
standard form of Employee Agreement will be the entire agreement between the
Company and you relating to your employment and the additional matters provided
for herein. You agree that there were no promises or commitments made to you
regarding your employment with the Company except as set forth in this letter.
This Agreement supersedes and replaces any prior oral or written agreements
between you and Xircom relating to the subject matter hereof, including any
prior employment agreements, but excluding your Change in Control Agreement and
the Special Payment Provisions of your prior employment agreement dated June 27,
2000, in the manner described above. This Agreement does not supersede your
existing stock options agreements, which will be assumed by Intel Under the
Merger Agreement. This Agreement may be amended or altered only in a writing
signed by you and an officer of Intel Corporation.
Governing Law
This Agreement shall be construed and interpreted in accordance
with the laws of the State of Colorado (not including its conflict of law
provisions).
Severability
Each provision of this Agreement is severable from the others,
and if any provision hereof shall be to any extent unenforceable, it and the
other provisions shall continue to be enforceable to the full extent allowable,
as if such unenforceable provision had not been a part of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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By signing below, you agree to the terms and conditions of this
Employment Agreement.
INTEL CORPORATION
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Vice President and Treasurer
Date: January 15, 2001 /s/ XXXXXXXX XXXXXXXXX
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Employee Signature
[SIGNATURE PAGE FOR EMPLOYMENT AGREEMENT
BETWEEN INTEL CORPORATION AND XXXXXXXX XXXXXXXXX]
