April 1, 1997
Xx. Xxxxxxx X. Xxxx
Executive Vice President and CFO
Ramtron International Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Dear Xx. Xxxx:
This letter agreement ("Agreement") sets forth our agreement as it pertains
to your two year salary commitment from Ramtron International Corporation
("Ramtron"). This commitment is in partial consideration for your agreeing
to continue employment at Ramtron.
1. TERM. The term of this two year commitment shall begin on April 1, 1997
and shall continue until March 31, 1999, unless sooner terminated as provided
in paragraph 2 below.
2. TERMINATION. Should you voluntarily terminate your employment, or should
your employment be terminated for cause, Ramtron shall be relieved of all of
its obligations provided herein including, but not limited to, its obligation
to pay you the salary provided in paragraph 3 below. Termination for cause
shall include chronic absenteeism (not due to physical or mental illness, not
constituting permanent disability, habitual alcoholism, drug abuse or
addiction); the commission of a felony or fraud on Ramtron, its employees,
customers, stockholders, or vendors; misappropriation of any money or other
assets or properties of Ramtron, its employees, customers, stockholders or
vendors; violation of reasonable, specific and lawful directions received from
Ramtron's Board of Directors and/or CEO, in connection with and pertaining to
your duties as Chief Financial Officer; or the unauthorized disclosure or use
of any Ramtron trade secrets or financial information or data which has
resulted, or is likely to result, in injury or damage to Ramtron. Upon
termination of this Agreement, you shall be paid your regular salary up to the
termination date less applicable income tax withholdings, or any set off for
lawful charges or indebtedness which may be owing by you to Ramtron, or both.
If Ramtron terminates your employment for any reason other than cause during
the term of this Agreement, then Ramtron shall be obligated to continue to pay
you the Salary provided in paragraph 3 below until such term expires. IT IS
EXPRESSLY ACKNOWLEDGED AND UNDERSTOOD THAT YOUR EMPLOYMENT WITH RAMTRON
IS AN EMPLOYMENT "AT WILL" SITUATION.
3. SALARY. The initial salary to be paid by Ramtron to you shall be FIFTEEN
THOUSAND ($15,000) per month, which amount shall be paid in equal installments
on or about the 15th and 30th of each month. All such payments shall be
subject to withholding and other applicable taxes. For purposes of paragraph
2, salary is defined as $15,000 per month.
4. OWNERSHIP OF DOCUMENTS, PATENTS AND COPYRIGHTS. Any documents, inventions
or copyrightable material that you may prepare while employed by Ramtron shall
be subject to the non-disclosure and assignment requirements provided in the
Invention and Non-Disclosure Agreement between you and Ramtron dated
November 29, 1990. The termination or expiration of this Agreement shall have
no effect on your duties and obligations as provided in said Invention and
Non-Disclosure Agreement.
5. ARBITRATION. Should any dispute arise under this Agreement or out of its
termination or cancellation, the matter shall be submitted to and decided by
arbitration. The arbitration shall be held at a mutually agreeable location
within the State of Colorado and shall be held in accordance with the terms
and conditions outlined in the Colorado Uniform Arbitration Act, C.R.S.
Section 00-00-000.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
7. SEVERABILITY. In case any one or more of the provisions of this Agreement
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected thereby.
8. ASSIGNABILITY and BINDING EFFECT. This Agreement shall inure to the
benefit of and shall be binding upon your successors, assigns and legal
representatives and the successors and assigns of Ramtron. Except as set
forth in paragraph 9 below, neither party may assign, transfer, pledge,
encumber or otherwise dispose of this Agreement or any rights or obligations
hereunder, and any such attempt at delegation or disposition shall be null and
void and without effect.
9. COMPLETE AGREEMENT; MODIFICATION; WAIVER. This Agreement constitutes the
complete agreement and understanding between the parties with respect to the
subject matter hereof. This Agreement shall not be altered, modified or
amended except by written instruments signed by each of the parties hereto.
Waivers of any provision contained herein or any default hereunder shall only
be effective if in writing and signed by the party to be charged therewith.
Any written waiver shall not operate or be construed as a waiver of any or
other subsequent breach or default by any party.
Please indicate your agreement to the foregoing by signing below.
Sincerely,
/S/ L. Xxxxx Xxxxx
------------------
L. Xxxxx Xxxxx
Chairman and Chief Executive Officer
LDS/dr
THIS AGREEMENT IS HEREBY AGREED TO AND ACCEPTED, EFFECTIVE AS OF APRIL 1,
1997.
/S/ Xxxxxxx X. Xxxx April 1, 1997
------------------- -------------
Xxxxxxx X. Xxxx Date
