Exhibit 10.27
AMENDMENT TO EMPLOYMENT AGREEMENT
This is an Amendment, dated as of November 20, 2002, to the
Employment Agreement (the "Employment Agreement") entered into as of March 11,
2000, by and between Xxxxxx X. Xxxxx (the "Executive") and Xxxxxxxxx
Semiconductor Corporation, a Delaware corporation (the "Corporation").
R E C I T A L S
A. The Executive and the Corporation have entered into the
Employment Agreement.
B. The Executive and the Corporation desire to amend the Employment
Agreement as set forth herein to attempt to ensure the Executive's continued
employment with the Corporation and an orderly transition for the Executive's
successors.
C. Terms not otherwise defined herein have the meanings set forth in
the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree to amend
the Employment Agreement by adding the following new sections to the Employment
Agreement as follows:
SECTION 23. RENEWAL OF INITIAL TERM
(a) Extension of Initial Term. Notwithstanding anything to the
contrary in Section 1(a) of this Agreement, upon the expiration of the Initial
Term (March 11, 2003), this Agreement shall be renewed automatically for an
additional one (1) year term (the "Renewal Term").
(b) Duties During Renewal Term. During the Renewal Term, the
Executive shall continue to be employed by the Corporation as Executive Vice
President, Chief Administrative Officer, General Counsel and Corporate Secretary
until such time as one or more successors are appointed. In the event successors
are appointed during the Renewal Term, the Executive will continue to be the
Corporate Secretary for the remainder of the Renewal Term, and will continue to
be employed by the Corporation for the remainder of the Renewal Term as a member
of the Corporation's Executive Committee, reporting directly to the Chief
Executive Officer, with such authority, duties, responsibilities and title as
the Chief Executive Officer shall determine and which are not inconsistent with
the terms of this Agreement. The provisions of Section 2(b) of this Agreement
shall continue to remain in full force and effect during the Renewal Term.
During the Renewal Term and thereafter, the Executive may continue to use and
thereafter to retain miscellaneous personal property in his possession. The
Executive and the Corporation agree that the appointment of one or more
successors to the Executive during the Renewal Term shall not be treated as Good
Reason under this Agreement (but any such appointment before the end of the
Renewal Term will constitute Good Reason unless the
Executive has recommended the successor thereby appointed or otherwise consents
to such appointment).
(c) Further Extensions and Consulting After Renewal Term. The
Executive and the Corporation may agree to one or more additional extensions of
the Executive's term of employment with the Corporation following the Renewal
Term, or may agree to terms on which the Executive would provide consulting
services to the Corporation on a non-exclusive basis as reasonably requested by
the Corporation for a period of time following the Renewal Term, and in either
such case the Executive and the Corporation would negotiate the scope of the
duties to be performed as well as the Executive's salary, bonus, stock option
and other terms and conditions of such employment or consulting. Neither the
Executive nor the Corporation shall have any obligation to negotiate toward or
agree to any such extension or arrangement.
SECTION 24. APPLICATION OF AGREEMENT DURING RENEWAL TERM
(a) Renewal Term. During the Renewal Term, the provisions of this
Agreement will remain in full force and effect except as modified by Sections 23
through 25 hereof. Notwithstanding any provision of this Agreement to the
contrary, if during the Renewal Term the Executive's employment is terminated
for any reason, then the Executive shall receive the rights and benefits related
to health care described in Section 8, and stock options granted to the
Executive under the company's stock option plans prior to the date hereof shall
fully vest and the Executive shall have the full option term to exercise such
options.
(b) Base and Incentive Compensation. During the Renewal Term, the
Corporation shall pay the Executive base compensation and establish incentive
plan target levels that are competitive with similarly situated high-technology
companies, provided that neither will be lower than any previously paid or
established under this Agreement. For purposes of Section 11 of this Agreement,
the provisions of this Section 24(b) shall be treated as terms of Sections 3 and
4 of this Agreement.
SECTION 25. STOCK OPTION GRANT
(a) Grant and Vesting of Options.
(1) Grant. Subject to the terms and conditions of this Agreement,
the Corporation hereby grants to the Executive, as of date hereof (the "Grant
Date"), options (the "Options") to purchase up to 100,000 shares of the
Corporation's Class A Common Stock, par value $.01 per share, under and subject
to the Corporation's Restated Stock Option Plan. The foregoing grant of Options
will be evidenced by a customary Stock Option Agreement under such plan, dated
the date hereof and not inconsistent with the terms hereof. The Executive
acknowledges that the foregoing grant is in lieu of any grant that would have
been made to the Executive as part of the principal annual general employee
option grant in 2003, provided that Executive remains eligible for other
negotiated grants prior to the expiration of the Renewal Term.
(b) Vesting. The Options shall become exercisable in one-quarter
increments on each of the first four anniversaries of the Grant Date for as long
as the Executive remains employed by the Corporation under this Agreement or
otherwise, and shall become exercisable
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in their entirety upon the termination of Executive's employment with the
Corporation, whether before or after the expiration of the Renewal Term or any
additional terms of employment agreed in accordance with Section 23(c). The
Executive shall have the full option term to exercise any such options following
termination. Any arrangement for consulting services under Section 23(c) shall
not be considered a term of employment for purposes of this paragraph.
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IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of date first set forth above.
XXXXXXXXX SEMICONDUCTOR CORPORATION
By /s/ Xxxx X. Xxxx
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Its CEO
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EXECUTIVE
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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