Exhibit 10.20
Employment Agreement with
Xxxxx Xxxxxxxx
{Letterhead of Airspan Networks Inc.}
Feb. 15, 2001
Xxxxx Xxxxxxxx
0000 X.X. 00/xx/ Xxxxxx
Xxxx Xxxxx, XX 00000
Dear Xxxxx,
It is a pleasure to provide this formal offer to you for the position of Senior
Vice President and Chief Financial Officer ("CFO") of Airspan Networks Inc.
("Airspan" or the "Company"). Both the Board of Directors ("Board") of Airspan
and I are enthusiastic about having you join us in this crucial role. The
position of CFO reports directly to me, will be based at the Airspan offices in
Sunrise, Florida and will require close collaboration with the worldwide Airspan
team.
Here are the detailed terms and conditions of this offer:
1. Salary
Your starting base salary will be US$260,000 per year, to be paid twice per
month. The salary will be subject to periodic review and adjustment by the
Board.
2. Incentive Compensation
You will be eligible for incentive compensation in accordance with
Airspan's bonus compensation plan in effect from time to time. A copy of
the plan for 2001 is attached as Schedule 1 hereto. The 2001 plan provides
an on-target bonus for the CFO position of 50% of the base salary. The
actual bonus value for 2001 will be determined at the conclusion of the
full year 2001 and will include a Corporate Performance Factor and an
individual Performance Factor, which will vary from 0 to 200% of the target
50%.
3. Stock Grant
On the first day of your employment with Airspan, Airspan will grant to you
an option for the purchase of 325,000 shares of Airspan's common stock. The
options will be granted under Airspan's 1998 Stock Option and Restricted
Stock Plan as amended (the "Plan"), and will be subject to the provisions
of the Plan unless otherwise stated in this offer. The options so granted
will be exercisable in accordance with the Plan, at a price equal to the
closing market price for the common stock of Airspan as of the first day of
your employment. Twenty-five percent (25%) of the options will vest on the
first anniversary of your employment, and the remaining seventy-five
percent (75%) thereafter monthly over the next three years of your
employment.
In addition to this initial grant of options, you will be eligible for
grants of additional options as may be determined by the Board in future
under the Plan.
4. Employee Benefits
You will be eligible to participate in the Company's benefit plans and to
receive the benefits that the Company customarily makes available to its
employees in a position comparable to yours. You will be entitled to three
weeks of vacation per year plus customary holidays.
5. Employment Security
a) If the Company terminates your employment other than for "Cause" or if
you terminate your employment with "Good Reason", you will be entitled to a
separation payment, to be payable over a twelve month period following such
termination, equal to twelve months of your base salary as of the date of
your termination.
"Cause" means (a) your material breach of this agreement or any other
agreement between the Company and you which has not been cured within a
reasonable period after you shall have received notice of such breach from
the Company, (b) your failure to follow the direction of the board of
directors, which directions are in compliance with all applicable laws, and
the you have not cured such failure within a reasonable period after you
shall have received notice of such breach from the Company, (c) your
conviction of a crime involving fraud or theft or that constitutes a
felony, (d) your engagement of serious willful misconduct that is
materially injurious to the Company, or (e) your willful failure to perform
the duties and responsibilities of your position.
"Good Reason" means (a) a material diminution of your duties, authority or
responsibilities, (b) your removal from the position of Senior Vice
President and Chief Financial Officer of the Company, (c) a material
reduction of your annual base salary, or (d) a breach by the Company of any
material term of this agreement or any other agreement between the Company
and you which has not been cured within a reasonable period after you shall
have given the Company notice of such breach.
This provision will not alter the at-will status of your employment.
b) If there is a "Change of Control" of the Company, and within one year of
the effective date thereof either (i) the Company terminates your
employment, or (ii) you voluntarily terminate your employment because
either you are required to relocate from the Sunrise, Florida offices of
the Company or your duties and responsibilities are changed in a material
way, you will be entitled to receive employment security of twelve months
of the total cash compensation that would have been payable to you in the
twelve-month period following such termination. Such compensation will
include all bonuses that would have been payable (including all bonuses in
connection with the end of the fiscal year of the Company during such
twelve-month period and the pro-rated portion of any bonus that would have
been payable for the following year at the same percentage of
compensation). You will also be entitled during that twelve-month period to
the benefits described in Section 4 above.
"Change of Control" means any of the following: (a) the acquisition by any
person, entity or "group" (as defined in Section 13(d) of the Securities
Exchange Act of 1934, as amended), other than the Principal Shareholders
(as defined below) of 35% or more of the combined voting power of the
Company's then outstanding voting securities; (b) the merger,
consolidation, acquisition or other transaction of the Company as a result
of which the Principal Shareholders do not own, directly or indirectly,
more than 50% of the combined voting power entitled to vote generally in
the election of the board of directors of the Company, or, as applicable,
the acquirer, successor or surviving entity; (c) the liquidation or
dissolution of the Company; (d) the sale, transfer or other disposition of
all or substantially all of the assets of the Company, whether in a single
transaction or in a series of transactions, to one more persons or entities
that are, immediately prior to and after such sale, transfer or
disposition, persons or entities in which the Principal Shareholders do not
own, directly or indirectly, more than 50% of the combined voting power
entitled to vote
generally in the election of the board of directors of such persons or
entities; and (e) a "change of control" under any material document or
instrument governing the indebtedness of the Company.
"Principal Shareholders" means any or all of those persons or entities
(other than officers of the Company who were not on the board of directors
of the Company) who (a) owned, directly or indirectly, as of July 19, 2000,
more than 75% of the combined voting power entitled to vote generally in
the election of the board of directors of the Company at such date, and (b)
are entities, which, directly or indirectly, are in control of, controlled
by or under common control with, any of the persons or entities described
in clause (a).
c) If your employment is terminated in the circumstances contemplated by
paragraphs a) or b) of this Section 5, any options which you have been
granted in accordance with Section 3 above and which have not yet vested in
you in accordance with the Plan will immediately vest in you.
d) If the Company terminates your employment for Cause, or if you
voluntarily terminate your employment without Good Reason, then any options
granted to you under the Plan that have not vested on or prior to the date
of termination will expire.
6. Confidentiality
On or before the first day of your employment, you will be required to sign
and abide by the Confidentiality and Proprietary Information Agreement
attached hereto as Schedule 2.
Under federal immigration laws, the Company is required to verify your identity
and legal authority to work in the United States. Accordingly, please be
prepared to furnish appropriate documents to satisfy those requirements. This
offer is conditioned upon submission of satisfactory documentation.
The terms and conditions set forth in this offer have been authorized and
approved by the Board of Directors of the Company and all other necessary
corporate actions, provided that the actions required to make the stock grant
referred to in section 3 above will be taken no later than five days after you
become an employee of the Company.
If you are in agreement with the terms of this offer, please acknowledge by
signing below. This offer is valid until February 16, 2001.
Sincerely,
/s/ Xxxx Xxxxxxxxxx
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Airspan Networks Inc.
By: Xxxx Xxxxxxxxxx
President and Chief Executive Officer
Agreed and accepted by:
/s/ Xxxxx Xxxxxxxx Feb. 15, 2001
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Xxxxx Xxxxxxxx Date
