Exhibit 10.12
TERAYON CORPORATION
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into by and between TERAYON CORPORATION, a
California corporation (the "Company"), and XXXXX XXXXX ("Employee"), as of this
___ day of February, 1993 at San Jose, California.
In consideration of the mutual promises contained below, the parties agree
as follows:
1. EMPLOYMENT.
(a) ACCEPTANCE. By this Agreement, the Company employs Employee and Employee
accepts employment with the Company. Employee represents to the Company that he
is free to enter into and fully perform the duties described under this
Agreement.
(b) DUTIES. Employee will serve the Company in the capacity of Chairman of
the Board and President, performing such duties as the Board of Directors will
determine from time to time in its discretion. Employee will perform and
discharge all of his duties to the best of his ability on a part-time basis.
2. DURATION. This Agreement and Employee's period of employment with the
Company will be for a specified term of seven (7) years; provided however that
such employment is at will and may be terminated by either party with or without
cause at any time upon written notice.
3. SALARY AND BENEFITS.
(a) SALARY. For the performance of all of Employee's obligations under this
Agreement, the Company will pay Employee a salary as the Board of Directors will
determine, payable as earned in accordance with the payroll policies of the
Company as constituted from time to time.
(b) STOCK OPTION. The Company's Board of Directors (the "Board") have
granted the Employee an option to acquire 400 shares (the "Shares") of the
Company's Common Stock subject to the terms and conditions of a Stock Option
Grant and Stock Option Exercise Agreement (the "Option Agreements") in exchange
for the assignment by the Employee to the Company of technology valued at
$50,000. The Shares will be subject to certain rights of first refusal as set
forth in the Company's Bylaws.
(c) IRREVOCABLE PROXY. In consideration for Employee entering into this
Agreement with the Company and purchasing and holding the option, Employee
will receive an Irrevocable Proxy with respect to any shares of the
Company's stock outstanding as of the date hereof. Such Proxy will appoint
Employee as attorney and proxy to attend meetings, vote, give consents and
in all other represent such shares until both this Agreement and the Option
Agreements are terminated or expire in accordance with the respective
provisions of both this Agreement and the Option Agreements.
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(d) EXPENSES. The Company will reimburse Employee for all reasonable and
necessary travel and other expenses incurred by Employee in connection with
his duties hereunder in accordance with the Company's normal timetable of
expense reimbursements in effect from time to time.
(e) OTHER BENEFITS. During the term of employment under this Agreement, the
Employee will be entitled to receive other benefits of employment generally
available to the Company's other similarly situated employees as he becomes
eligible for them.
(f) WITHHOLDING. All sums payable to Employee under this Agreement will be
reduced by all federal, state, local and other withholding and similar
taxes and payments required by applicable law.
4. ADDITIONAL TERMS.
(a) ASSIGNMENT. This Agreement is not assignable by Employee except with the
written consent of the Company. This Agreement will be binding upon Employee's
heirs, executors, administrators, other legal representatives and assigns and is
for the benefit of the Company, its successors, assigns and affiliates.
(b) SEVERABILITY. If any provision of this Agreement may be unenforceable
for any reason, it will be interpreted, to the extent possible, to enhance its
enforceability in order to achieve the intent of the parties to this Agreement.
Nonetheless, the invalidity of any provision of this Agreement as applied to
certain circumstances will not affect the validity or enforceability of such
provision as applied to other circumstances or any other provision of this
Agreement.
(c) GOVERNING LAW. This Agreement will be construed in accordance with and
governed by the laws of the State of California.
(d) ENTIRE AGREEMENT. This Agreement expresses the entire understanding of
the parties with respect to the subject matter hereof and supersedes and
terminates any prior oral or written agreement with respect to such subject
matter.
(e) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same document.
(f) NOTICES. All notices hereunder will be in writing and will be deemed to
have been given when delivered personally or mailed by certified mail,
return receipt requested, to the other party at the address set forth below
such party's signature hereto, or at such other address as may be hereafter
requested for such purpose by notice duly given hereunder.
(G) AMENDMENT, WAIVER. Any term of this Agreement may be amended and
observance of any term of this Agreement may be waived only with the
written consent of the parties hereto. Waiver of any term or condition of
this Agreement by any party will not be construed as a waiver of any
subsequent breach or failure of the same term or condition or a waiver of
any other term or condition of this Agreement. The failure of any party at
any time to require
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performance by any other party of any provision of this Agreement will not
affect the right of any such party to require future performance of such
provision or any other provision of this Agreement.
The parties to this Agreement hereby accept and agree to the above terms
and acknowledge receipt of a copy of this Agreement.
TERAYON CORPORATION ___________________________________
Employee's Signature
By: Xxxxx Xxxxx
_________________________________ ___________________________________
(Employee's Name)
Title: ______________________________
Address: ____________________________ Address: 0000 Xxxxxx Xxxxxx
_________________________
Xxx Xxxx, XX 00000
_____________________________________ ___________________________________
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