Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 1st day of November,
2002, is entered into by Parthus Technologies plc with its principal place of
business at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx (the "Company"), and Xxxxx
Xxxx, residing in Ireland (the "Employee").
The Company desires to employ the Employee, and the Employee desires to
perform certain services for the Company and for its parent, ParthusCeva, Inc.
("Parent"). In consideration of the mutual covenants and promises contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties to this Agreement,
the parties agree as follows:
1. Term of Service. The Company hereby agrees to employ the Employee, and
the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the period commencing on the date hereof and until
terminated in accordance with the provisions of Section 4 (such period, the
"Employment Period").
The Company reserves the right to pay the Employee's salary in lieu of any
period of notice required to be given hereunder and both parties may waive
their right to such notice period.
2. Title; Capacity. The Employee shall serve as Vice Chairman of the Board
of Directors of Parent (the "Board"). The Employee shall be based at the
Company's offices in Dublin, Ireland. The Employee shall have the duties
specified in the Bylaws of Parent and such additional authority as is delegated
to the Employee by the Company's or Parent's Board of Directors.
The Employee hereby accepts such employment and agrees to undertake the
duties and responsibilities inherent in such position. The parties acknowledge
that Employee will have other responsibilities and employment obligations,
other than to the Company. The Employee agrees to devote such time, attention
and energies to the business and interests of the Company and Parent as may be
reasonably required for Employee's position during the Employment Period. The
Employee agrees to abide by the rules, regulations, instructions, personnel
practices and policies applicable to directors of the Company and/or Parent and
any changes therein which may be adopted from time.
3. Compensation and Benefits.
3.1 Salary. The Company shall pay the Employee, in periodic installments
in accordance with the Company's customary payroll practices, an annual base
salary of One Hundred Seventy U.S. Dollars (US$170,000) commencing on the
Commencement Date. Such salary shall be subject to increase but not decrease
thereafter as determined by the Compensation Committee of Parent, at any
time. Compensation shall be reviewed no less frequently than annually, but
the Compensation Committee shall have no obligation to make any adjustment
in any such review.
3.2 Intentionally Omitted.
3.3 Fringe Benefits. The Employee shall be entitled to participate in
all bonus and benefit programs that the Company establishes and makes
available to its employees, if any, to the extent that Employee's position,
tenure, salary, age, health and other qualifications make him eligible to
participate, including, but not limited to, benefits as required by the laws
of Ireland or currently offered to the Employee by the Company as indicated
on Schedule A to this Agreement.
3.4 Reimbursement of Expenses. The Company shall reimburse the Employee
for all reasonable travel, entertainment and other expenses incurred or paid
by the Employee in connection with, or related to, the performance of his
duties, responsibilities or services under this Agreement, in accordance
with policies and procedures, and subject to limitations, adopted by the
Company from time to time.
3.5 Withholding. All salary, bonus and other compensation payable to the
Employee shall be subject to applicable withholding taxes.
4. Termination of Employment Period. The employment of the Employee by the
Company pursuant to this Agreement shall terminate upon the occurrence of any
of the following:
4.1 At the election of the Company, for Cause as defined in clause (a)
below, upon 24 months written notice by the Company to the Employee, which
notice shall identify the Cause upon which the termination is based, and
opportunity for the Employee to be heard. No notice shall be required for
termination for Cause as defined in clauses (b), (c), (d), or (e) below,
except to the extent that notice is required by law in the jurisdiction in
which the Employee is employed. For the purposes of this Section 4.1,
"Cause" shall mean (a) a good faith finding by the Board (other than the
Employee) that the Employee has failed to perform his reasonably assigned
duties for the Company or Parent and has failed to remedy such failure
within 15 days following written notice from the Company to the Employee
notifying him of such failure, (b) the Employee has willfully engaged in
illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company and/or Parent, (c) the conviction of the Employee
of, or the entry of a pleading of guilty or nolo contendere (or any
analogous proceeding) by the Employee to, any crime involving moral
turpitude or any felony; (d) the Employee is adjudicated bankrupt or makes
any arrangement or composition with the Employee's creditors; or (e) the
Employee becomes of unsound mind or is committed as patient for the purposes
of any legislation relating to mental health. The parties acknowledge that
although the Employee may be removed as Vice Chairman of the Board pursuant
to this Section 4.1, nothing in this Agreement shall permit removal of the
Employee as a director of the Parent except pursuant to the procedures set
forth in the Parent's Bylaws and the General Corporation Law of the State of
Delaware.
4.2 At the election of the Employee, for Good Reason (as defined below),
immediately upon written notice by the Employee to the Company, which notice
shall identify the Good Reason upon which the termination is based. For the
purposes of this Section 4.2,
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"Good Reason" for termination shall mean the occurrence, without the
Employee's written consent, of any of the events or circumstances set forth
in clauses (a) through (e) below. Notwithstanding the occurrence of any such
event or circumstance, such occurrence shall not be deemed to constitute
Good Reason if such event or circumstance has been fully corrected and the
Employee has been reasonably compensated for any losses or damages resulting
therefrom (provided that such right of correction by the Company shall only
apply to the first notice of termination for Good Reason given by the
Employee) within 15 days following written notice from the Employee to the
Company notifying the Company of such event.
(a) the assignment to the Employee of duties inconsistent in any material
respect with the Employee's position (including status, offices, titles and
reporting requirements), authority or responsibilities, or any other action
or omission by the Company or Parent which results in a material diminution
in such position, authority or responsibilities;
(b) a reduction in the Employee's annual base salary as set forth in
Section 3.1 or as may be increased from time to time in accordance with
Section 3.1, except for a comparable reduction in salary affecting all
similarly situated employees;
(c) the failure by the Company to (i) continue in effect any material
compensation or benefit plan or program (including without limitation any
life insurance, medical, health and accident or disability plan and any
vacation or automobile program or policy) (a "Benefit Plan") in which the
Employee participates or which is applicable to the Employee, unless an
equitable arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan or program, (ii) continue the
Employee's participation therein (or in such substitute or alternative
plan), or in any option plan of the Company or Parent, on a basis not
materially less favorable, both in terms of the amount of benefits provided
and the level of the Employee's participation relative to other
participants, than the basis existing on the date hereof or as may be agreed
from time to time by the Company and the Employee or (iii) award cash
bonuses to the Employee in amounts and in a manner substantially consistent
with awards to other members of the senior management team in light of the
Employee's title and responsibilities;
(d) a change by the Company in the location at which the Employee
performs his principal duties for the Company to a new location that is both
(i) outside a radius of 60 kilometers from the Employee's principal
residence and (ii) more than 35 kilometers from the location at which the
Employee performs his principal duties for the Company; or
(e) any material breach by the Company of this Agreement.
For purposes of this Agreement, the Employee's right to terminate his
employment for Good Reason shall not be affected by his incapacity due to
physical or mental illness.
4.3 Upon the death of the Employee.
4.4 At the election of the Company upon determination by the Board, with
not less than 30 days prior written notice, or at the election of the
Employee, with not less than 24
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months prior written notice, provided that solely for purposes of Section
5.2(b) the date of termination shall be the date such written notice is
received by the Employee or the Company, as the case may be.
5. Effect of Termination.
5.1 Change in Control. Notwithstanding any provisions hereof to the
contrary, in the event that the at-will employment relationship is
terminated by the Employee for Good Reason (as defined in Section 4.2) or by
the Company, or any acquiring or succeeding corporation, without Cause (as
defined in Section 4.1) within 12 months after a Change in Control (as
defined below), the provisions of Section 5.2(b) shall apply.
"Change in Control" shall mean the consummation of a merger,
consolidation, reorganization, recapitalization or share exchange involving
the Parent, a transaction involving the sale of the voting stock of the
Parent or a sale or other disposition of all or substantially all of the
assets of the Parent in one or a series of transactions (a "Business
Combination"), unless, immediately following such Business Combination, all
or substantially all of the individuals and entities who were the beneficial
owners of the Common Stock of the Parent immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then-outstanding securities entitled to vote
generally in the election of directors of the resulting or acquiring
corporation in such Business Combination in substantially the same
proportions as their ownership of the Common Stock of the Parent immediately
prior to such Business Combination.
5.2 Payments Upon Termination.
(a) In the event the Employee's employment is terminated by the Company
pursuant to Section 4.1 or Section 4.3 or by the Employee pursuant to
Section 4.4, the Company shall pay to the Employee the compensation and
benefits otherwise payable to him under Section 3 through the last day of
his actual employment by the Company, including, but not limited to, any
bonus awarded prior to the date of termination that is attributable to the
period of employment, even if such bonus is payable after the date of
termination. Notwithstanding the date of termination of actual employment of
the Employee, in the event that the Employee's employment is terminated by
the Employee pursuant to Section 4.4, the Employee shall be entitled to
compensation and benefits hereunder through the termination of the notice
period. In addition, in the event that the Employee's employment is
terminated by the Company pursuant to Section 4.3, the vesting of any
options granted to the Employee by the Parent shall accelerate in full.
(b) In the event the Employee's employment is terminated by the Employee
pursuant to Section 4.2 or by the Company (including by an acquiring or
succeeding corporation following a Change in Control) pursuant to Section
4.4, (i) the Company shall pay to the Employee an amount equal to the
compensation to which the Employee would otherwise have been entitled had
the Employee remained employed by the Company for 2 years after such
termination (based on the Employee's salary as in effect on the date of
termination), (ii) the Company shall continue to provide to the Employee
medical and pension benefits for two years
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after such termination and any other benefits as the Company is required to
do so by the laws of the jurisdiction in which the Employee is employed (to
the extent such benefits can be provided to non-employees, or to the extent
such benefits cannot be provided to non-employees, then the cash equivalent
thereof), and (iii) the vesting of any options granted to the Employee by
Parent shall accelerate in full. The payment to the Employee of the amounts
payable under this Section 5.2(b) shall (i) be contingent upon the execution
by the Employee of a release in a form reasonably acceptable to the Company
and (ii) constitute the sole remedy of the Employee in the event of a
termination of the Employee's employment in the circumstances set forth in
this Section 5.2(b).
5.3 Survival. The provisions of Sections 5.1, 5.2(b) and 6 shall survive
the termination of this Agreement.
6. Non-Competition and Non-Solicitation; Proprietary Information and
Developments.
The Employee shall execute, simultaneously with the execution of this
Agreement, or otherwise upon the request of the Company, the Company's
customary form of non-disclosure and assignment of inventions agreement and
non-competition and non-solicitation agreement.
7. Other Agreements. The Employee represents that his performance of all
the terms of this Agreement and the performance of his duties as an employee of
the Company do not and will not breach any agreement with any prior employer or
other party to which the Employee is a party (including without limitation any
nondisclosure or non-competition agreement). Any agreement to which the
Employee is a party relating to nondisclosure, non-competition or
non-solicitation of employees or customers is listed on Schedule B attached
hereto.
8. Miscellaneous.
8.1 Notices. Any notices delivered under this Agreement shall be deemed
duly delivered: (i) upon being hand delivered; (ii) six business days after
it is sent by registered or certified mail, return receipt requested,
postage prepaid; or (iii) one business day after it is sent for
next-business day delivery via a reputable international overnight courier
service, in each case to the address of the recipient set forth in the
introductory paragraph hereto. Either party may change the address to which
notices are to be delivered by giving notice of such change to the other
party in the manner set forth in this Section 8.1.
8.2 Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the
plural, and vice versa.
8.3 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement,
except for those agreements expressly referenced in this Agreement
(including the Company's non-disclosure and assignment of
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inventions agreement and non-competition and non-solicitation agreement
referenced in Section 6).
8.4 Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Employee.
8.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Republic of Ireland (without reference to
the conflicts of laws provisions thereof). Any action, suit or other legal
proceeding arising under or relating to any provision of this Agreement
shall be commenced only in a court of the Republic of Ireland, and the
Company and the Employee each consents to the jurisdiction of such a court.
The Company and the Employee each hereby irrevocably waive any right to a
trial by jury in any action, suit or other legal proceeding arising under or
relating to any provision of this Agreement.
8.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which, or into which, the Company
may be merged or which may succeed to the Company's assets or business,
provided, however, that the obligations of the Employee are personal and
shall not be assigned by him.
8.7 Waivers. No delay or omission by the Company in exercising any right
under this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by the Company on any one occasion shall be
effective only in that instance and shall not be construed as a bar or
waiver of any right on any other occasion.
8.8 Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.
8.9 Severability. In case any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
8.10 Statutory Notice. The Employee acknowledges that the foregoing
constitutes particulars of his terms and conditions of employment for the
purposes of the Terms of Employment (Information) Act, 1994 of the Republic
of Ireland.
8.11 Collective Agreements. There are no collective agreements affecting
the terms and conditions of employment of the Employee.
THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
PARTHUS TECHNOLOGIES PLC
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Title:_______________________________
EMPLOYEE
/s/ Xxxxx Xxxx
-------------------------------------
Xxxxx Xxxx
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SCHEDULE A
Fringe Benefits
Holidays and Vacation:...... In addition to all public holidays, Employee will
be entitled to 30 days annual leave during each
completed calendar year, which includes any
shut-down period that may occur at Christmas or
Easter, holidays to be taken by pre-arrangement
with the Company.
Performance Bonus:.......... Employee will be entitled to such bonuses as may
be awarded by the Compensation Committee of the
Board of Directors of the Company in its sole
discretion.
Accumulated Vacation
And Sick Days:
Pension Program:............ The Company will contribute to a pension plan
equivalent to 10% of Employee's salary, providing
retirement, death, disability and other benefits.
Employee may make further personal contribution
up to an additional 20% of gross salary. Such
contributions are fully tax deductible at
Employee's higher rate of tax.
VHI:........................ The Company operates a group VHI scheme which
offers Plan E to Employee. Contributions are made
directly by the Company.
Sick Leave:................. Employee is entitled to sick leave in accordance
with the terms as authorized from time to time by
the Company.
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SCHEDULE B
Prior Agreements
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