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EXHIBIT 10.17
EMPLOYMENT AGREEMENT
This Agreement is made by and between Zilog, Inc., a California corporation
(hereinafter "Zilog") and Xxxxx X. Xxxxxx (hereinafter "Xxxxxx"), whereby Zilog
and Xxxxxx agree that Xxxxxx accepts employment as Vice President and General
Manager, Datacom Division of Zilog, under the following terms and conditions:
1. Term. Zilog and Xxxxxx agree that Xxxxxx will be Vice President and
General Manager, Datacom Division of Zilog for a period of twenty four
(24) months, commencing on November 6, 1996 and ending November 5,
1998. This Agreement may be extended upon written agreement of Zilog
and Xxxxxx.
2. Extent of Services. Xxxxxx shall devote his entire time, attention and
energies to his position as Vice President and General Manager, Datacom
Division of Zilog and shall not, during the term of this Employment
Agreement be engaged in any other business activity whether or not such
business activity is pursued for gain, profit or other pecuniary
advantage; provided, that Xxxxxx may engage in personal investment
activities consistent with Zilog's Conflict of Interest Policy.
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3. Compensation.
A. Salary. For each month of employment, Zilog will pay, or cause
to be paid, to Xxxxxx the sum of at least $13,334 as base
salary. Such sum will be paid in monthly installments or such
other normal periodic payment schedule as Zilog may establish
for its executives. Xxxxxx'x salary will be reviewed
periodically in accordance with established salary review
procedures and adjustments to his salary, if any, will be
based upon such reviews.
B. Employee Performance Incentive Plan and Executive Bonus Plan.
Xxxxxx will be eligible to receive Awards and Payouts in
accordance with the terms of the Zilog Employee Performance
Incentive Plan (hereinafter "EPIP"), and the EPIP Executive
Bonus Plan (hereinafter "Executive Bonus") as such plans may
be modified from time to time and as modified by this
Agreement.
C. Zilog Employee Stock Option Plan. Zilog has provided to Xxxxxx
stock options under the 1990 Zilog Employee Stock Option Plan
(hereinafter "ZS0P") and the 1994 Long Term Incentive Plan
(hereinafter "LTIP"), copies of such plans being attached
hereto. Vesting will continue in accordance with the plan
provisions during the term of this Agreement.
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4. Benefits. As an employee of Zilog, Xxxxxx will be entitled to such
benefits as Zilog normally provides its employees. In addition, Zilog
will provide Xxxxxx with Directors and Officers (D & 0) insurance in an
amount deemed appropriate by the Company.
5. Company Policies. Xxxxxx agrees to be bound by all Zilog Company
Policies applicable to its employees including but not limited to
Business Ethics, Conflict of Interest, Proprietary Information and
Antitrust Compliance, and he agrees to sign any such documents as Zilog
requests evidencing such agreement.
6. Termination of Employment. Zilog reserves the right to terminate the
employment of Xxxxxx at any time during the term of this Agreement, for
any reason or for no reason, with or without cause, by giving Xxxxxx at
least thirty (30) days written notice of such termination or
compensation in lieu of notice; and Xxxxxx may terminate his employment
by giving at least thirty (30) days written notice to Zilog. Zilog
reserves the right to accelerate any deferred resignation date given it
by Xxxxxx, and any such acceleration of such date will not alter the
character of such termination from voluntary to involuntary.
7. Payment Upon Termination. Notwithstanding any other provisions of this
Agreement to the contrary, Zilog's obligations to Xxxxxx, if his
employment with Zilog is terminated prior to the end of this Agreement,
shall be as follows:
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A. If Xxxxxx voluntarily resigns his employment for 1) other than
Good Reason (as defined in Paragraph 7.B. below) or 2) other
than Retirement (as defined in Paragraph 7.C. below) prior to
the termination date of this Agreement, he will be entitled
to: (1) base salary then due and owing for services previously
performed, (2) Payouts under EPIP which become payable to
Xxxxxx pursuant to the terms of EPIP prior to the effective
date of resignation, and (3) Payouts under the Executive Bonus
which become payable to Xxxxxx pursuant to the terms of the
Executive Bonus prior to the effective date of resignation.
Upon payment of the foregoing items, Zilog will have no
further obligation to Xxxxxx.
B. If Xxxxxx voluntarily resigns his employment for Good Reason,
as defined herein, prior to the termination date of this
Agreement, he will be entitled to the benefits provided in
Paragraph 7.D. below. Good Reason, as used herein, shall mean:
(i) assignment to Xxxxxx of duties, responsibilities or
titles materially inconsistent with his status as
Vice President and General Manager, Datacom Division
of Zilog;
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(ii) a reduction in Xxxxxx'x base salary other than in
connection with a general reduction applicable to the
Vice Presidents of Zilog who are members of the
Management Committee;
(iii) a reduction in form and effect or cessation of any
benefit or compensation plan, except EPIP, the
Executive Bonus, the Deferred Compensation Plan, or
those that may occur for the Zilog employee group in
general in accord with a general policy change;
(iv) a change in Xxxxxx'x principal work location from the
area of Campbell, California, except for required
travel on Zilog's business to an extent substantially
consistent with Xxxxxx'x normal business travel
obligations and except as might occur in the event of
a relocation of the Zilog Corporate Headquarters;
(v) any material breach of this Agreement on the part of
Zilog not fully remedied by Zilog within sixty (60)
days after written notice by Xxxxxx of such breach.
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C. If Xxxxxx retires as defined in PM60-05 prior to the
termination date of this Agreement, he will be entitled to the
following at the effective date of retirement: (1) base salary
then due and owing for services previously performed, (2)
Payouts under EPIP for Awards made prior to the effective date
of the retirement, and (3) Payouts under the Executive Bonus
for Awards made prior to the effective date of the retirement.
EPIP and Executive Bonus Awards may also be granted at Zilog's
sole discretion for the year in which the retirement occurs,
prorated to the date of the retirement. Payouts for all Awards
will be made at the same time and on the same schedule as
those for active employees. Upon the payment of the foregoing
items, Zilog will have no further obligation to Xxxxxx.
D. If Zilog terminates Xxxxxx'x employment during the term of
this Agreement other than for Cause or Detrimental Activity as
defined in 7.E. below, he will be entitled to receive the
following: (1) the then current base salary for the period
remaining in this Agreement, (2) Payouts under EPIP for Awards
made prior to the effective date of termination of employment
which Payouts are payable to Xxxxxx pursuant to the terms of
EPIP prior to expiration of the term of this Agreement, and
(3) Payouts under the
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Executive Bonus for Awards made prior to the effective date of
termination of employment which Payouts are payable to Xxxxxx
pursuant to the terms of the Executive Bonus prior to
expiration of the term of this Agreement. Xxxxxx will not be
eligible for Awards under EPIP or the Executive Bonus made
after the date on which his employment at Zilog ceased or for
Payouts made on any Awards after the expiration date of this
Agreement. Vesting of common stock and stock options granted
under ZSOP and LTIP will continue for the period remaining in
this Agreement. Upon the payment of the foregoing items, Zilog
will have no further obligation to Xxxxxx.
E. If Zilog terminates Xxxxxx during the term of this Agreement
for Cause, or for Detrimental Activity as defined herein,
Zilog will have no further monetary obligation to Xxxxxx other
than: (1) any base salary then due and owing for services
previously performed, (2) Payouts under EPIP which become
payable to Xxxxxx pursuant to the terms of EPIP prior to the
effective date of termination, and (3) Payouts under the
Executive Bonus which become payable to Xxxxxx pursuant to the
terms of the Executive Bonus prior to the effective date of
termination. Cause or Detrimental Activity shall be a willful
violation of a major company policy, conviction of
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any criminal or civil law involving moral turpitude, willful
misconduct which results in a material reduction in Xxxxxx'x
effectiveness in the performance of his duties, or willful and
reckless disregard for the best interests of the Company.
F. If Xxxxxx ceases to be an employee of Zilog during the term of
this Agreement because of total and permanent disability or
death, Zilog's obligations to Xxxxxx or his beneficiaries will
be limited solely to: (1) any base salary then due and owing
for services previously performed, (2) Payouts in accordance
with the terms of EPIP, (3) Payouts in accordance with the
terms of the Executive Bonus, and (4) any benefits including
ZSOP and LTIP benefits normally provided by Zilog to its
employees due to or on account of total and permanent
disability or death.
8. Xxxxxx Representations. Xxxxxx represents to Zilog that to the best of
his knowledge he is under no obligation to any employer or third party
which would preclude his full, complete and unfettered discharge of his
duties under this Agreement.
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9. Notices. Any notices required to be given hereunder shall be in
writing, and if by Zilog shall be addressed to Xxxxxx as indicated in
Zilog's personnel records or such other address as Xxxxxx shall specify
in writing and if by Xxxxxx to Zilog at:
Zilog, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Vice President, Human Resources and
Administration
Such addresses may be changed by written notice from either
Zilog or Xxxxxx, to the other.
10. Amendment. This Agreement may be amended only in writing, signed by
both parties hereto.
11. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon Zilog, its successors and assigns. Xxxxxx may not
assign, transfer, pledge or hypothecate any of his rights or
obligations hereunder, Awards or Payouts under EPIP or the Executive
Bonus or other compensation to which he may be entitled hereunder.
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12. Waiver of Breach. The waiver by Zilog of a breach of any provisions of
this Agreement by Xxxxxx shall not operate or be construed as a waiver
of any subsequent breach by Xxxxxx.
13. Severability. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any
other provision hereof.
14. Entire Agreement. This entire Agreement consists of this document,
together with the following documents:
A. EPIP, attached as Exhibit I;
B. Executive Bonus, attached as Exhibit II;
C. Zilog Employee Stock Option Plan, attached as Exhibit III;
D. Zilog 1994 Long Term Incentive Plan, attached as Exhibit IV;
E. Employee Proprietary Rights and Non-Disclosure Agreement,
attached as Exhibit V;
F. Conflict of Interest Statement, attached as Exhibit VI;
G. Statement addressed to "Human Resources," attached as Exhibit
VII;
H. Policy on Business Ethics, attached as Exhibit VIII; and
I. PM60-05, attached as Exhibit IX.
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15. Governing Law. This Employment Agreement shall be governed by the laws
of the State of California, without regard to conflict of laws
principles.
Executed effective November 6, 1996
By: /s/ Xxxxx X. Xxxxxx By: /s/ X. X. Xxxx
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Xxxxx X. Xxxxxx X. X. Xxxx, President and CEO
Dated: 11-6-96 Dated: 11-25-96
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