Exhibit 10.13
CATC Xxxxxx Xxxxx Employment Agreement
EMPLOYMENT AGREEMENT
Computer Access Technology Corporation, a corporation, (hereinafter known as
"CATC"), having its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx 00000-0000, is hiring Xx. Xxxxxx X. Xxxxx, whose social
security number is ###-##-#### (hereinafter referred to as "Employee"), located
at 00000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000, as a full time employee under
the following conditions:
1. JOB DESCRIPTION
As a key member of CATC's top management team, Employee shall perform all
business functions required by CATC, including but not limited to:
. Develop and execute CATC's financial strategy, providing advice and
guidance on all financial matters.
. Implement financial plans, budgets and controls for the company.
. Oversee all business performance reporting, business decision analysis,
profit planning, accounting policies, financial reporting systems, as well
as tax and treasury matters, budgeting, forecasting, and audit.
. As company pursues an IPO, coordinate banking relationships and investor
relations activities including road shows and conferences, internal and
external (including statutory) reporting, and asset allocation planning.
Manage Wall Street investors and analysts, communicating CATC's vision and
strategy.
. In addition to carefully analyzing the industry and company cost structures
to identify and correct inefficiencies, Employee will ensure that
resources, direction, and internal controls exist throughout the company to
achieve timely and accurate reporting of all financial and administrative
matters.
. At a later stage, may be responsible for coordinating financial and
integration aspects of any strategic acquisitions.
. Negotiate necessary lines of credit, equipment leasing and other required
financing.
. Manage cash and investment portfolio against budgets, forecasts and cash
flow requirements.
. Drive negotiation strategy and tactics with major suppliers, vendors and
contractors.
. Manages general administration and human resources.
. Ensures compliance with applicable regulations or regulatory agencies, such
as generally accepted accounting principles (GAAP) and Securities Exchange
Commission (SEC) regulations where appropriate.
. Maintain stock issuance, options and ensure company compliance.
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CATC Xxxxxx Xxxxx Employment Agreement
2. COMPENSATION
2.1. Salary:
Employee is paid a monthly salary starting at $14,583.33 ($175,000 per year) and
is exempt from overtime pay. CATC's pay-day is the last day of the month.
2.2. Bonus:
CATC will offer Employee a Sign-on Bonus in the amount of $15,000 to be paid to
Employee within 30 days of Start Date. This Sign-on Bonus is contingent on
Employee's continuing employment with CATC and is subject to the following terms
and conditions:
The Sign-on Bonus will accrue to Employee on a pro-rata basis at the rate
of 1/12th of $15,000 ($1,250) per month over the first 12 months of your
employment with CATC. Should your employment be terminated voluntarily by
you, or by CATC for cause, before the end of the 12 months term, the
remaining unaccrued balance will be due and payable to CATC by your last
day of employment.
Within the first 30 days of employment, CATC's management and Employee will
jointly define a set of goals and objectives for the Employee for the first 6
months of employment. Upon successfully reaching these goals CATC will pay
Employee an achievement bonus of $25,000.
In addition, CATC may periodically pay Employee achievement bonuses based on the
company financial performances and on Employee's meeting certain objectives as
defined by CATC's management.
2.3. Performance Reviews:
Employee will have two performance-reviews per year (every 6 months). Changes in
the compensation package will be determined by CATC's management once a year and
will be related to Employee's job performance and to the company revenues and
profits.
3. BENEFITS
3.1. Stock Option:
When joining the company, Employee will have an option to purchase 150,000 of
CATC's common shares in accordance with CATC's Stock Option plan, subject to
CATC Board of Directors' approval. Additional shares may be granted as part of
the performance review process.
3.2. Health Care:
Medical, Dental, Vision, Life and LTD insurance plans are fully paid by CATC for
Employee and dependents
3.3. Pension Plan:
CATC offers its employees a 401K retirement saving plan. The company provides
matching contributions to the plan at the discretion of its Board of Directors.
3.4. Time Off:
CATC recognizes the need for employees to enjoy time away from work to relax and
pursue personal activities. Employee is entitled to the following time off:
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. 16 days paid PET (Personal Excused Time) for the first year of service
(1.33 days per month accrual). One additional day per year of service up to
maximum of 26 days per year.
. Paid Holidays for all Holidays that CATC's offices are closed.
Employee should schedule his time off with his supervisor, providing reasonable
notice so that both company and personal needs can be met.
4. EXPENSES
CATC shall reimburse Employee for actual travel expenses incurred while in a
travel status authorized in writing by CATC for reasonable amounts. Said
reimbursement to cover all proper expenses including motel bills, meals, and;
(1) Either the cost of transportation by common carriers; or
(2) A per-mile amount (following Government regulations) when Employee's
automobile is used; and
(3) Other incidental expenses
5. INVENTIONS, PATENT RIGHTS AND COPYRIGHTS
(a) Employee agrees that he will communicate to CATC's management all inventions
made or conceived by him in connection with the performance of the work
contemplated by this Agreement and that he will, without further consideration,
assign all right, title and interest in such inventions to CATC and will assist
CATC and its nominees in every proper way (entirely at CATC expense) to obtain
for its own benefit patents for such inventions in any and all countries, the
invention to be and remain the property of CATC and its nominees, whether
patented or not.
(b) Inventions referred to in the above paragraph means any invention,
improvement, or discovery (whether or not patentable) conceived or actually
reduced to practice either in the performance of the experimental,
developmental, or research work contemplated by this Agreement.
(c) Employee agrees that all writings produced by Employee under this contract
shall be the sole property of CATC and CATC shall have the exclusive right to
copyright such writings in any country or countries.
6. CATC'S TRADE SECRETS
Employee agrees he will not, either during or subsequent to the term of this
Agreement, directly or indirectly, divulge to unauthorized persons any secret or
confidential know-how or other information acquired through his association with
CATC, including work in connection with any contract for any department of the
United States Government or other customer, and not known to the industry or
recognized as standard practice, whether acquired or developed by him during the
term of this Agreement or obtained from other employees; and that he will not,
either during or subsequent to the term of this Agreement, directly or
indirectly, publish or disclose to any third party any such information without
written authorization from CATC to do so, nor will he use such information apart
from CATC's business without the approval of CATC.
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CATC Xxxxxx Xxxxx Employment Agreement
7. TRADE SECRETS OF OTHERS
Employee represents that his performance of all of the terms of this Agreement
and as a Employee to CATC does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by him in
confidence or in trust prior to his execution of this Agreement with CATC, and
he will not disclose to CATC, or induce CATC to use, any confidential or
proprietary information or material belonging to any previous employer or
others. Employee agrees not to enter into any agreement either written or oral
in conflict herewith.
8. EMPLOYMENT TERMS
8.1. At-will Employment
The Company and Employee acknowledge that Employee's employment will be at-will,
as defined under applicable law. If Employee's employment terminates for any
reason, including (without limitation) any termination prior to a Change of
Control, Employee shall not be entitled to any payments, benefits, damages,
awards or compensation other than as provided by this Agreement, or as may
otherwise be available in accordance with the Company's established employee
plans and practices or pursuant to other agreements with the Company.
8.2. Severance Benefits
(a) Termination. If Employee's employment terminates (i) at any time after
a waiting period of twelve (12) months from Start Date, or (ii) if Employee's
employment terminates at any time within twelve (12) months following a Change
of Control, then Employee shall be entitled to receive the following severance
benefits:
(i) Termination other than for Cause; Good Reason. If Employee's
employment is terminated by the Company other than for Cause or if Employee
terminates his employment due to a Good Reason, then Employee shall be entitled
to receive severance pay from the Company in an amount equal to Employee's base
salary for the six calendar month period immediately preceding the Termination
Date. Any severance payment to which Employee is entitled pursuant to this
Section shall be paid by the Company to Employee in cash and in full not later
than thirty (30) calendar days following the Termination Date.
(A)Procedures. In the event Employee believes that the Company has
taken an action that constitutes Good Reason as defined in Section 9. (d),
Employee shall give written notice to the Company in writing setting forth the
basis for such belief. The Company shall have 30 days in which to take action
restoring Employee to the position he was in prior to the Company taking the
action that constituted Good Reason. If the Company takes such action, Employee
shall not thereafter have the right to terminate employment for Good Reason on
account of the actions previously taken by Employee. If Employee fails to notify
the Company within 30 days of the events that constitute Good Reason, Employee
shall not thereafter have the right to terminate his employment for Good Reason
based on those events.
(ii) Voluntary Resignation; Termination for Cause. If Employee's
employment terminates by reason of Employee's voluntary resignation (and not for
Good Reason), or if Employee is terminated for Cause, then Employee shall not be
entitled to receive severance or other benefits except for those (if any) as may
then be established under the Company's then
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CATC Xxxxxx Xxxxx Employment Agreement
existing severance and benefits plans and practices or pursuant to other
agreements with the Company.
(iii) Disability; Death. If the Company terminates Employee's
employment as a result of Employee's Disability, or such Employee's employment
is terminated due to the death of Employee, then Employee shall not be entitled
to receive severance or other benefits except for those (if any) as may then be
established under the Company's then existing severance and benefits plans and
practices or pursuant to other agreements with the Company.
(b) Other Termination. In the event Employee's employment is terminated for
any reason, (i) prior to the termination of the twelve (12) months waiting
period from Start Date or (ii) prior to the occurrence of a Change of Control or
(iii) after the twelve (12) months period following a Change of Control, then
Employee shall be entitled to receive severance and any other benefits only as
may then be established under the Company's existing severance and benefits
plans and practices or pursuant to other agreements with the Company.
9. DEFINITION OF TERMS
The following terms referred to in this Agreement shall have the following
meanings:
(a) Cause. For purposes of this Agreement, the term "Cause" is defined as
any one or more of the following occurrences:
(i) Employee's continued failure to perform his duties and
responsibilities commensurate with the scope and stature of Employee's position
in good faith and to the best of his ability for a period of 30 days after
written notice thereof from the Company to Employee; or
(ii) Employee's conviction by, or entry of a plea of guilty or nolo
contendere in, a court of competent and final jurisdiction for any crime which
constitutes a felony in the jurisdiction involved; or
(iii) Employee's commission of an act of fraud or misappropriation of
funds, whether prior or subsequent to the date hereof, upon the Company; or
(iv) Employee's breach of a material provision of this Agreement or
Employee's Confidential Information and Invention Assignment Agreement with the
Company; or
(v) Gross negligence by Employee in the scope of his services to the
Company; or
(vi) Employee's commencement of employment (as an employee or a
consultant) with another employer while he is an employee of the Company,
without the prior written consent of the Company; or
(vii) Material nonconformance with the Company's standard business
practices and policies generally, including but not limited to policies against
racial or sexual discrimination or harassment, delivered in writing to Employee.
(b) Change of Control. "Change of Control" means the occurrence of any of
the following events:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) other than Xxx Xxxxxx, Xxxxxx
Tzarnotzky or Philips Semiconductors (or any affiliate of any such person) is or
becomes the "beneficial owner" (as
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CATC Xxxxxx Xxxxx Employment Agreement
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing 75% or more of the total voting power represented by
the Company's then outstanding voting securities; or
(ii) The shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent (50%) of the total voting power represented by
the voting securities of the Company, such surviving entity or the entity that
controls such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.
(c) Disability. "Disability" shall mean that Employee has been unable to
perform his Company duties as the result of his incapacity due to physical or
mental illness, and such inability, at least 26 weeks after its commencement, is
determined to be total and permanent by a physician selected by the Company or
its insurers and acceptable to Employee or Employee's legal representative (such
Agreement as to acceptability not to be unreasonably withheld). Termination
resulting from Disability may only be effected after at least 30 days' written
notice by the Company of its intention to terminate Employee's employment. In
the event that Employee resumes the performance of substantially all of his
duties hereunder before the termination of his employment becomes effective, the
notice of intent to terminate shall automatically be deemed to have been
revoked.
(d) Good Reason. "Good Reason" shall mean (i) without Employee's express
written consent, the significant reduction of Employee's duties, authority or
responsibilities, relative to Employee's duties, authority or responsibilities
as in effect immediately prior to such reduction, or the assignment to Employee
of such reduced duties, authority or responsibilities; (ii) a reduction by the
Company in the base salary of Employee as in effect immediately prior to such
reduction, unless such reduction is caused by Company's general business
conditions; or (iii) the relocation of Employee to a facility or a location more
than sixty (60) miles from Employee's then present location, without Employee's
express written consent.
(e) Termination Date. "Termination Date" shall mean (i) if Employee's
employment is terminated by the Company for Disability, thirty (30) days after
notice of termination is given to Employee (provided that Employee shall not
have returned to the performance of Employee's duties on a full-time basis
during such thirty (30)-day period), (ii) if Employee's employment is terminated
by the Company for any other reason, the date on which a notice of termination
is given; provided, however, that if within thirty (30) days after the Company
gives Employee notice of termination, Employee notifies the Company that a
dispute exists concerning the termination or the benefits due pursuant to this
Agreement, then the Termination Date shall be the date on which such dispute is
finally determined, either by mutual written agreement of the parties, or a by
final judgment, order or decree of a court of competent jurisdiction (the time
for appeal therefrom having expired and no appeal having been perfected), or
(iii) subject to Section 8.2 (a)(i)(A), if Employee's employment is terminated
by Employee for Good Reason, the date on which Employee delivers the notice of
termination required by such Section to the Company.
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CATC Xxxxxx Xxxxx Employment Agreement
10. MISCELLANEOUS PROVISIONS
(a) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by Employee and by an authorized officer of the Company (other than
Employee). No waiver by either party of any breach of, or of compliance with,
any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.
(b) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof.
(c) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California as applied to agreements entered into and performed within California
solely by residents of that state.
(d) Withholding. All payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes.
11. EFFECTIVE DATE
This Agreement is effective as of 1 May 2000.
12. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding which exists
among and between the parties relating to the subject matter. There are no
agreements, representations, warranties or statements with respect to the
subject matter hereof except as expressly set forth herein.
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Computer Access Techology Employee
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Signature /s/ Xxx Xxxxxx, President Signature: /s/ Xxxxxx X. Wans
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Xxx Xxxxxx, President Name Xxxxxx X. Wans
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1 May 2000 Date 5/1/00
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