EXHIBIT 99(c)(5)
June 11, 1999
Xxxxxxx X. Xxxxxxxx
Orcad, Inc.
0000 X.X. Xxxxxx
Xxxxxxxxx, XX 00000
Re: Letter Agreement Regarding Terms of Employment
Dear Xx. Xxxxxxxx:
We are very pleased to offer you employment as Senior Vice President of the
Design Productivity Group, and Corporate Vice President with Cadence Design
Systems, Inc. ("Cadence") following the merger of Orcad, Inc. with a wholly
owned subsidiary of Cadence (the "Merger"). In the context of the proposed
purchase of Orcad, Inc. by Cadence, this letter sets forth the terms of our
offer of employment to you as well as other related matters for your approval
and signature. This offer will become effective upon consummation of the
Merger. At that time (assuming you have signed this offer letter), in addition
to becoming an employee of Cadence, you will be exchanging your stock options in
Orcad, Inc. for stock options in Cadence. This offer of employment is
conditioned upon consummation of the Merger.
1. Your base salary as a full-time employee will be $250,000 per year,
paid semi-monthly in accordance with Cadence's normal payroll practices.
2. While a full-time employee, you will be eligible for an annual bonus
of 50% of your annual base salary. Actual payment is based on company
performance and your individual achievements. The bonus payment is paid during
the first 45 days of the first quarter of the fiscal year following the fiscal
year in which the bonus is earned. You must be a full-time employee through the
payout date to be eligible for a pro-rata portion of your annual bonus. Your
eligibility for a bonus will be determined according to the applicable bonus
plan.
3. You will be granted a nonqualified stock option for 100,000 shares of
Cadence Common Stock. This option will vest as to 20% of the shares on the
first anniversary of your employment with Cadence and monthly thereafter for
forty-eight months on the last day of each month during your employment.
Options will be granted by the Compensation Committee shortly after the
consummation of the Merger, at the average of the high and low market price of
Cadence's Common Stock on the date of grant.
4. While you are a full-time employee, you will receive benefits
comparable in the aggregate to the health and other benefits that are generally
available to the rest of Cadence's full-time U.S. based employees (provided, of
course, you meet the standard eligibility requirements for such benefits) for
purposes of benefits, your service date with Cadence will be calculated
Xxxxxxx X. Xxxxxxxx
June 11, 1999
Page 2
based on your first date of employment with Orcad, Inc. or its predecessor.
Further, if you earned a sabbatical while employed with Orcad, Inc., you will
be provided the opportunity to take that sabbatical while employed by Cadence.
5. As part of this offer of employment, Cadence agrees that if you are
employed by Cadence at the end of the first day following the consummation of
the Merger, you will receive an initial retention bonus of $125,000.00.
Cadence further agrees that if you remain employed by Cadence through the
one-year anniversary of the consummation of the Merger, you will receive an
additional retention bonus in the amount of $375,000.00.
6. Should your employment be terminated without cause at any time
during the one (1) year following the consummation of the Merger (the
"Term"), Cadence will pay you your base salary and target bonus and the
balance of the retention bonus as outlined in paragraph 5 above for the
remaining period of the Term. However, if you are terminated for cause,(1) or
if you resign, the obligation of Cadence to provide you with salary or stock
vesting or bonus shall immediately end. Further, regardless of the reason
for your termination of employment, on the date of your termination, your
other employee benefits will terminate. Your employment relationship with
Cadence will be at-will. That is, Cadence may terminate your employment with
Cadence at any time and you may terminate your employment with Cadence at any
time with or without cause, for any reason or for no reason, with or without
notice. If Cadence terminates your employment without cause after the end of
the Term, you shall be entitled to receive base salary earned but unpaid
through the date of termination. You also have the opportunity to receive
benefits and payments provided by Cadence's Severance Plan in effect at that
time. If your employment is terminated as a result of death or disability,
you will be entitled to receive only base salary earned but unpaid through
the date of termination, and Cadence will be required to make no other
payment by way of salary, bonus or other compensation or damages of any kind.
-------------------------------------
(1) You shall be considered to have been terminated with "cause" if your
employment is terminated for (a) any gross misconduct or fraud in the
performance of your employment, (b) your conviction or guilty plea with
respect to any felony (except for motor vehicle violations), (c) your
material breach of the Noncompetition Agreement, or the Proprietary
Information and Inventions Agreement, after written notice delivered to you
of such breach and a reasonable opportunity to cure such breach, (d) your
failure to perform your duties satisfactorily after receipt of written
warning and after a reasonable opportunity to cure and after a thorough
review by the Group Director of Human Resources for the Systems Division
and the Sr. Vice President of Employment and Workplace Services, or (e)
engaging in conduct which is injurious to Orcad, Inc. or Cadence.
Xxxxxxx X. Xxxxxxxx
June 11, 1999
Page 3
7. This agreement supersedes the Employment Agreement between you and
Orcad, Inc., dated September 17, 1998 and, upon your acceptance of this offer
of employment, that Employment Agreement shall be null and void.
8. You must sign an Employee Proprietary Information and Inventions
Agreement, a copy of which is attached for your signature, in order to become
an Employee of Cadence. Additionally, in connection with the acquisition and
as a condition both the acquisition and of this offer of employment, you must
execute the Noncompetition Agreement attached hereto.
9. Payments of salary and other compensations will be subject to
customary withholding and other taxes.
10. In accordance with the Immigration Reform and Control Act of 1986,
you must be a United States citizen, or have authorization to work in the
United States. In either case, verification of your right to work is
required within seventy-two hours of employment.
11. This agreement shall be governed by the laws of the State of
California.
We are excited about the potential represented by the Merger and we are
pleased you will be joining us as a key part of the new team.
Sincerely,
CADENCE DESIGN SYSTEMS, INC.
/s/ Xxx Xxxxxxxxxxxx
Xxx Xxxxxxxxxxxx
Senior Vice President of Employee Workplace
Services
Acknowledged and agreed:
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
Date: June 14, 1999
Enclosures
EXHIBIT 99(c)(5)
NONCOMPETITION AGREEMENT
THIS NONCOMPETTION AGREEMENT is being executed and delivered as of June
14, 1999 by Xxxxxxx X. Xxxxxxxx ("Stockholder") in favor of and for the
benefit of CADENCE DESIGN SYSTEMS, INC., a Delaware corporation ("Parent"),
and ORCAD, INC., a Delaware corporation (the "Corporation").
RECITALS
A. As an employee and stockholder of the Corporation, Stockholder has
obtained and will obtain extensive and valuable knowledge and information
concerning the business of the Corporation (including confidential
information relating to the Corporation and its operations, assets,
contracts, customers, personnel, plans and prospects).
B. Contemporaneously with the execution and delivery of this
Noncompetition Agreement, the Corporation is entering into an Agreement and
Plan of Merger with Parent and a subsidiary of Parent (the "Reorganization
Agreement"), which provides (subject to the conditions set forth therein) for
the merger of Parent's subsidiary into the Corporation with the Corporation
as the surviving corporation (the "Merger"). As a result of the Merger, the
Corporation will become a wholly-owned subsidiary of Parent, and Stockholder
will receive options for shares of common stock of Parent in exchange for
Stockholder's options for shares of common stock of the Corporation.
C. It is also contemplated that, on the date that the Merger becomes
effective (the "Effective Time"), Stockholder will become an employee of
Parent and, as such, will obtain extensive and valuable knowledge and
information concerning the business of Parent (including confidential
information and relating to Parent and its operations, assets, contracts,
customers, personnel, plans and prospects).
In connection with the Merger and as a condition to entering into the
Reorganization Agreement and consummating the Merger, and to more fully
secure unto Parent the benefits of the Merger, Parent has requested that
Stockholder enter into this Noncompetition Agreement; and Stockholder is
entering into this Noncompetition Agreement in order to induce Parent to
enter into the Reorganization Agreement and consummate the Merger.
E. Both Parent and the Corporation have conducted, are conducting and
will continue to conduct their respective businesses on a worldwide basis.
AGREEMENT
In order to induce Parent to enter into the Reorganization Agreement and
consummate the Merger, and in consideration of the issuance and delivery to
Stockholder of options for shares of common stock of Parent pursuant to the
Reorganization Agreement, Stockholder agrees as follows:
1. ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that the
promises and restrictive covenants that Stockholder is providing in this
Noncompetition Agreement are reasonable and necessary to the protection of
Parent's business and Parent's legitimate interests in its acquisition of the
Corporation (including the Corporation's goodwill) pursuant to the
Reorganization Agreement. Stockholder acknowledges that, in connection with
the consummation of the Merger, all of Stockholder's options for shares of
common stock of the Corporation will be exchanged for options for shares of
common stock of Parent.
2. NONCOMPETITION. Stockholder agrees that he will not, except with
the express prior written consent of the Parent, during the period from the
date hereof through twelve months following the termination of his
employment, voluntarily or involuntarily, for any reason whatsoever, directly
or indirectly, individually or on behalf of persons not now parties to this
Noncompetition Agreement, or as a partner, stockholder, director, officer,
principal, agent, employee or in any other capacity or relationship, for his
own account or for the benefit of any other person:
(a) engage in software development or services in the areas of FPGA
design and printed circuit board design;
(b) be or become an officer, director, stockholder, owner, affiliate,
salesperson, co-owner, partner, trustee, promoter, technician, engineer,
analyst, employee, agent, representative, supplier, consultant, advisor or
manager of or to, or otherwise acquire or hold any interest in, any person
or entity that engages in software development or services focused
primarily on FPGA design and printed circuit board design; or
(c) provide any service (as an employee, consultant or otherwise),
support, product or technology to any person or entity, if such service,
support, product or technology involves or relates to software development
or services in the areas of FPGA design and printed circuit board design;
or
(d) permit his name to be used in connection with a business that
competes with Parent or Corporation:
PROVIDED, HOWEVER, that nothing in this Section 2 shall prevent Stockholder
from owning as a passive investment less than 5% of the outstanding shares of
the capital stock of a publicly-held corporation if (A) such shares are
actively traded on an established national securities market in the United
States and (B) Stockholder is not otherwise associated directly or indirectly
with such corporation or any affiliate of such corporation. Under this
Noncompetition Agreement,
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Stockholder's employment with Parent shall be deemed to terminate at such
time that Stockholder is neither a full-time nor a part-time employee of
Parent.
3. NONSOLICITATION. Stockholder further agrees that, during your
employment, and for one year following Stockholder's termination of
employment with Parent, Stockholder will not and Stockholder will not permit
any of his affiliates to:
(a) personally or through others, encourage, induce, attempt to
induce, solicit or attempt to solicit (on Stockholder's own behalf or on
behalf of any other person or entity) anyone who is employed at that time,
or was employed during the previous six (6) months, by the Corporation,
Parent or any of Parent's subsidiaries to leave his or her employment with
the Corporation, Parent or any of Parent's subsidiaries; or
(b) personally or through others, use any trade secret or proprietary
information of Parent or Corporation or any other improper means to
interfere or attempt to interfere with the relationship or prospective
relationship of the Corporation, Parent or any of Parent's subsidiaries
with any person or entity that is, was or is expected to become a customer
or client of the Corporation, Parent or any of Parent's subsidiaries; or
(c) solicit the business of any client or customer of the
Corporation, Parent or any of Parent's subsidiaries (other than on behalf
of the Parent).
4. INDEPENDENCE OF OBLIGATIONS. The covenants and obligations of
Stockholder set forth in this Noncompetition Agreement shall be construed as
independent of any other agreement or arrangement between Stockholder, on the
one hand, and the Corporation or Parent, on the other.
5. SPECIFIC PERFORMANCE. Stockholder agrees that in the event of any
breach or threatened breach by Stockholder of any covenant, obligation or
other provision contained in this Noncompetition Agreement, Parent and the
Corporation shall be entitled (in addition to any other remedy that may be
available by law to them) to the extent permitted by applicable law (a) a
decree or order of specific performance to enforce the observance and
performance of such covenant, obligation or other provision, and (b) an
injunction restraining such breach or threatened breach. Stockholder further
agrees that neither Parent nor any other person or entity shall be required
to provide any bond or other security in connection with any such decree,
order or injunction or in connection with any related action or proceeding.
6. NON-EXCLUSIVITY. The rights and remedies of Parent and the
Corporation hereunder are not exclusive of or limited by any other rights or
remedies which Parent or the Corporation may have, whether at law, in equity,
by contract or otherwise, all of which shall be cumulative (and not
alternative). Without limiting the generality of the foregoing, the rights
and remedies of Parent and the Corporation hereunder, and the obligations and
liabilities of Stockholder hereunder, are in addition to their respective
rights, remedies, obligations and liabilities under the law of unfair
competition, misappropriation of trade secrets and the like. This
Noncompetition Agreement does not limit Stockholder's obligations or the
rights of Parent or the Corporation (or any affiliate of Parent or the
Corporation) under the terms of (a) the
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Employment Agreement of even date herewith between Stockholder and Parent;
(b) the Proprietary Information and Inventions Agreement between Stockholder
and the Parent; (c) the Reorganization Agreement; or (d) the terms of any
other agreement between Stockholder and Parent or the Corporation or any
affiliate of Parent or the Corporation.
7. NOTICES. Any notice or other communication required or permitted to
be delivered to Stockholder, the Corporation or Parent under this Noncompetition
Agreement shall be in writing and shall be deemed properly delivered, given and
received when delivered (by hand, by registered mail, by courier or express
delivery service or by facsimile) to the address or facsimile telephone number
set forth beneath the name of such party below (or to such other address or
facsimile telephone number as such party shall have specified in a written
notice delivered in accordance with this Section 7):
IF TO THE CORPORATION: Orcad, Inc.
0000 X.X. Xxxxxx
Xxxxxxxxx, XX 00000
IF TO PARENT: Cadence Design Systems, Inc.,
0000 Xxxxx Xxxx
Xxx Xxxx, XX 00000
Attention:
Facsimile No.:
IF TO STOCKHOLDER: Xxxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
8. SEVERABILITY. If any provision of the Noncompetition Agreement or
any part of any such provision is held under any circumstances to be invalid
or unenforceable in any jurisdiction, then (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to
the fullest possible extent, (b) the invalidity or unenforceability or such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c)
such invalidity or enforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or
the validity or enforceability of any other provision of this Noncompetition
Agreement is separable from every other part of such provision.
9. GOVERNING LAW. This Noncompetition Agreement shall be construed in
accordance with, and governed in all respects by, the laws of the State of
California (without giving effect to principles of conflicts of laws).
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10. WAIVER. No failure on the part of Parent or the Corporation to
exercise any power, right, privilege or remedy under this Noncompetition
Agreement, and no delay on the part of Parent or the Corporation in
exercising any power, right, privilege or remedy under this Noncompetition
Agreement, shall operate as a waiver of such power, right, privilege or
remedy; and no single or partial exercise of any such power, right, privilege
or remedy shall preclude any other or further exercise thereof or of any
other power, right, privilege or remedy. Neither Parent nor the Corporation
shall be deemed to have waived any claim arising out of this Noncompetition
Agreement, or any power, right, privilege or remedy under this Noncompetition
Agreement, unless the waiver of such claim, power, right, privilege or remedy
is expressly set forth in a written instrument duly executed and delivered on
behalf of such party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.
11. CAPTIONS. The captions contained in this Noncompetition Agreement
are for convenience of reference only, shall not be deemed to be a part of
this Noncompetition Agreement and shall not be referred to in connection with
the construction or interpretation of this Noncompetition Agreement.
12. FURTHER ASSURANCES. Stockholder shall execute and/or cause to be
delivered to the Corporation and Parent such instruments and other documents
and shall take such other actions as Corporation and Parent may reasonably
request to effectuate the intent and purposes of this Noncompetition
Agreement.
13. ENTIRE AGREEMENT. This Noncompetition Agreement, the Stockholder's
offer letter and the Employee Proprietary Information and Inventions
Agreement, and the other agreements referred to herein set forth the entire
understanding of Stockholder, the Corporation and Parent relating to the
subject matter hereof and thereof and supersede all prior agreements and
understandings between any of such parties relating to the subject matter
hereof and thereof.
14. AMENDMENTS. This Noncompetition Agreement may not be amended,
modified, altered, or supplemented other than by means of a written
instrument duly executed and delivered on behalf of Parent and Stockholder.
15. ASSIGNMENT. This Noncompetition Agreement and all obligations
hereunder are personal to Stockholder and may not be transferred or assigned
by Stockholder at any time. Either Parent or the Corporation may assign its
rights under this Noncompetition Agreement in whole or in part, without the
consent or approval of the Stockholder or any other person or entity, in
connection with (A) the sale of Parent or the Corporation, or (B) the sale or
other transfer of all or a substantial part of the assets or business of the
Parent or the Corporation.
16. ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to this Noncompetition Agreement or the enforcement of any provision
of this Noncompetition Agreement is brought against any party to this
Noncompetition Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements (in addition to any other
relief to which the prevailing party may be entitled).
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17. EFFECTIVE DATE. This Noncompetition Agreement shall become
effective upon the effective time of the merger contemplated by the
Reorganization Agreement (the "Effective Time").
18. BINDING NATURE. Subject to Section 16, this Noncompetition
Agreement will be binding upon Stockholder and Stockholder's representatives,
executors, administrators, estate, heirs, successors and assigns, and will
inure to the benefit of Parent and the Corporation and their respective
successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Noncompetition
Agreement as of the date first above written.
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------------
Xxxxxxx X. Xxxxxxxx
6
FORM OF:
CADENCE DESIGN SYSTEMS, INC.
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
(to be signed in conjunction with Non Competition Agreement and Offer Letter)
In consideration of my employment or continued employment by Cadence
Design Systems, Inc. (the "Company"), and the compensation now and hereafter
paid to me, I hereby agree as follows:
1. NONDISCLOSURE
1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times
during my employment and thereafter, I will hold in strictest confidence and
will not disclose, use, lecture upon or publish any of the Company's
Proprietary Information (defined below), except as such disclosure, use or
publication may be required in connection with my work for the Company, or
unless an officer of the Company expressly authorizes such in writing. I
will obtain Company's written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates to my
work at Company and/or incorporates any Proprietary Information. I hereby
assign to the Company any rights I may have or acquire in such Proprietary
Information and recognize that all Proprietary Information shall be the sole
property of the Company and its assigns.
1.2 PROPRIETARY INFORMATION. The term "Proprietary Information" shall
mean any and all confidential and/or proprietary knowledge, data or
information of, or acquired by, the Company. By way of illustration but not
limitation, "Proprietary Information" includes (a) information relating to
products, processes, know-how, designs, drawings, concepts, test data,
formulas, methods, compositions, ideas, algorithms, techniques, developmental
or experimental work, improvements and discoveries, (hereinafter collectively
referred to as "Inventions"); (b) information regarding plans for research,
development, new products, marketing and selling, business plans, budgets and
unpublished financial statements, licenses, prices and costs, suppliers and
customers; and (c) information regarding the skills and compensation of other
employees of the Company. Notwithstanding the foregoing, it is understood
that, at all such times, I am free to use information which is generally
known in the trade or industry, which is not gained as result of a breach of
this Agreement, and my own, skill, knowledge, know-how and experience to
whatever extent and in whichever way I wish.
1.3 THIRD PARTY INFORMATION. I understand, in addition, that the
Company has received and in the future will receive from third parties
confidential or proprietary information ("Third Party Information") subject
to a duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. During the term
of my employment and thereafter, I will hold Third Party Information in the
strictest confidence and will not disclose to anyone (other than Company
personnel who need to know such information in connection with their work for
the Company) or use, except in connection with my work for the Company, Third
Party Information unless expressly authorized by an officer of the Company in
writing.
1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS.
During my employment by the Company I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer or
any other person to whom I have an obligation of confidentiality, and I will
not bring onto the premises of the Company any unpublished documents or any
property belonging to my former employer or any other person to whom I have
an obligation of confidentiality unless consented to in writing by that
former employer or person. I will use in the performance of my duties only
information which is generally known and used by persons with training and
experience comparable to my own, which is common knowledge in the industry or
otherwise legally in the public domain, or which is otherwise provided or
developed by the Company.
2. ASSIGNMENT OF INVENTIONS
2.1 PROPRIETARY RIGHTS. The term "Proprietary Rights" shall mean all
trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.
2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented,
which I made prior to the commencement of my employment with the Company are
excluded from the scope of this Agreement. To preclude any possible
uncertainty, I have set forth on Exhibit B (Previous Inventions) attached
hereto a complete list of all inventions that I have, alone or jointly with
others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the
property of third parties and that I wish to have excluded from the scope of
this Agreement (collectively referred to as "Prior Inventions"). If
disclosure of any such Prior Invention(s) would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such Prior
Invention(s) in Exhibit B, but am only to disclose a cursory name for each
such invention, a listing of the party(ies) to whom it belongs and the fact
that full disclosure as to such inventions has not been made for that reason.
A space is provided on Exhibit B for such purpose. If no such disclosure is
attached, I represent that there are no Prior Inventions. If, in the course
of my employment with the Company, I incorporate a Prior Invention into a
Company product, process or machine, the Company is hereby granted and shall
have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license
(with rights to sublicense through multiple tiers of sublicensees) to make,
have made, modify, use and sell such Prior Invention. Notwithstanding the
foregoing, I agree that I will not incorporate, or permit to be incorporated,
Prior Inventions in any Company Inventions without the Company's prior
written consent.
2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, I
hereby assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and
to any and all Inventions (and all Proprietary Rights with respect thereto)
whether or not patentable or registrable under copyright or similar statutes,
made or conceived or reduced to practice or learned by me, either alone or
jointly with others, during the period of my employment with the Company.
Inventions assigned to the Company, or to a third party as
2
directed by the Company pursuant to this Section 2, are hereinafter referred
to as "Company Inventions."
2.4 NONASSIGNABLE INVENTIONS. This Agreement does not apply to an
Invention which qualifies fully as a nonassignable Invention under Section
2870 of the California Labor Code (hereinafter "Section 2870"). I have
reviewed the notification on Exhibit A (Limited Exclusion Notification) and
agree that my signature acknowledges receipt of the notification.
2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my
employment and for one (1) year after termination of my employment with the
company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others, particularly if I leave the Company and become employed
by a competitor of the Company, or if I commercialize an idea that the
Company decided not to pursue. In addition, I will promptly disclose to the
Company all patent applications filed by me or on my behalf during my
employment or within a year after termination of employment. At the time of
each such disclosure, I will advise the Company in writing of any Inventions
that I believe fully qualify for protection under Section 2870; and I will at
that time provide to the Company in writing all evidence necessary to
substantiate that belief. The Company will keep in confidence and will not
use for any purpose or disclose to third parties without my consent any
confidential information disclosed in writing to the Company pursuant to this
Agreement relating to Inventions that qualify fully for protection under the
provisions of Section 2870. I will preserve the confidentiality of any
Invention that does not fully qualify for protection under Section 2870. For
one (1) year following my termination of employment any and all patent
applications filed by me or by a third party based on my work will be
presumed to be owned by the Company. I can rebut this presumption by
providing evidence sufficient to establish ownership by the party applying
for the patent.
2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right,
title and interest in and to any particular Invention to a third party,
including without limitation the United States, as directed by the Company.
2.7 WORKS FOR HIRE. I acknowledge that all original works of
authorship which are made by me (solely or jointly with others) within the
scope of my employment and which are protectable by copyright are "works made
for hire," pursuant to United States Copyright Act (17 U.S.C. Section 101).
2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. During and after my employment
with the Company, I will assist the Company in every proper way to obtain,
and from time to time enforce, United States and foreign Proprietary Rights
relating to Company Inventions in any and all countries. To that end I will
execute, verify and deliver such documents and perform such other acts
(including appearances as a witness) as the Company may reasonably request
for use in applying for, obtaining, perfecting, evidencing, sustaining and
enforcing such Proprietary Rights and the assignment thereof. In addition, I
will execute, verify and deliver assignments of such Proprietary Rights to
the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and
all countries
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shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually
spent by me at the Company's request on such assistance.
In the event the Company is unable for any reason, after reasonable
effort to secure my signature on any document needed in connection with the
actions specified in the preceding paragraph, I hereby irrevocably designate
and appoint the Company and its duly authorized officers and agents as my
agent and attorney in fact, which appointment is coupled with an interest, to
act for and in my behalf to execute, verify and file any such documents and
to do all other lawfully permitted acts to further the purposes of the
preceding paragraph with the same legal force and effect as if executed by
me. I hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.
3. RECORDS. I agree to keep and maintain adequate and current records (in
the form of notes, sketches, drawings and in any other form that may be
required by the Company) of all Proprietary Information developed by me and
all Inventions made by me during the period of my employment at the Company,
which records shall be available to and remain the sole property of the
Company at all times.
4. ADDITIONAL ACTIVITIES. I agree that during the period of my employment
by the Company I will not, without the Company's express written consent,
engage in any employment or business activity which is competitive with, or
would otherwise conflict with, my employment by the Company.
5. AT-WILL EMPLOYMENT. I agree and understand that nothing in this
Agreement shall confer any right with respect to continuation of employment
by the Company, nor shall it interfere in any way with my right or the
Company's right to terminate the employment relationship at any time, for any
reason, with or without cause, and with or without notice. I understand
that, other than the Company's Senior Vice President of Human Resources, no
manager, supervisor, employee or any other representative or agent of the
Company has the authority to enter into an agreement to the contrary. I
further understand that an agreement to the contrary by the Senior Vice
President of Human Resources is not valid unless it is in writing.
6. NO CONFLICTING OBLIGATION. I represent that my performance of all the
terms of this Agreement, and of my duties as an employee of the Company, does
not and will not breach any agreement to keep in confidence information
acquired by me in confidence or in trust prior to my employment by the
Company. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.
7. RETURN OF COMPANY DOCUMENTS AND PROPERTY. When I leave the employ of
the Company, I will deliver to the Company any and all drawings, notebooks,
notes, memoranda, source code, specifications, devices, formulas, records,
manuals, reports and documents, together with all copies thereof, and any
other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company, that is within my
possession, custody or control. Further, upon termination of employment I
also will
4
return any and all Company property or equipment in my possession, custody or
control. Prior to leaving, I will cooperate with the Company in completing
and signing the Company's agreement regarding termination.
8. NON-PRIVATE NATURE OF COMPANY PROPERTY. I understand that I have no
expectation of privacy in the voicemail and electronic mail provided to me by
the Company or in any property situated on the Company's premises and/or
owned by the Company, including disks and other storage media, filing
cabinets or other work areas. I further understand that such property,
including voicemail and electronic mail, is subject to inspection by Company
personnel at any time.
9. NOTICES. Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address
as the party shall specify in writing. Such notice shall be deemed given
upon personal delivery to the appropriate address or if sent by certified or
registered mail, three (3) days after the date of mailing.
10. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of
the Company, I hereby consent to the notification of my new employer of my
rights and obligations under this Agreement.
11. GENERAL PROVISIONS.
11.1 GOVERNING LAWS, CONSENT TO PERSONAL JURISDICTION. This Agreement
will be governed by and construed according to the laws of the State of
California, as such laws are applied to agreements entered into and to be
performed entirely within California between California residents. I hereby
expressly consent to the personal jurisdiction of the state and federal
courts located in Santa Xxxxx County, California for any lawsuit filed there
against me by Company arising from or related to this Agreement.
11.2 SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. If, moreover, any
one or more of the provisions contained in this Agreement shall for any
reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it, so as
to be enforceable to the extent compatible with the applicable law as it
shall then appear.
11.3 SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the
Company to any successor in interest or other assignee.
11.4 WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a wavier of
any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.
5
11.5 ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as a consultant if no
other agreement governs nondisclosure and assignment of inventions during
such period. This Agreement is the final, complete and exclusive agreement of
the parties with respect to the subject matter hereof and supersedes all
prior discussions between us, except that the Noncompetition Agreement,
Cadence Code of Conduct, and my offer letter, all of which I signed, are
incorporated herein. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in
writing and signed by the party to be charged. Any subsequent change or
changes in my duties, salary or compensation will not affect the validity or
scope of this Agreement.
This Agreement shall be effective as of the first day of my employment
with the Company, namely: _____________, 19___.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT.
Dated:
---------------------------------------------
Signature
---------------------------------------------------
(Printed Name)
ACCEPTED AND AGREED TO:
CADENCE DESIGN SYSTEMS, INC.
By:
-----------------------------------------------
Title:
--------------------------------------------
Date:
---------------------------------------------
6
EXHIBIT A
LIMITED EXCLUSION NOTIFICATION
THIS IS TO NOTIFY you in accordance with Section 2872 of the California
Labor Code that the foregoing Agreement between you and the Company does not
require you to assign or offer to assign to the Company any invention that
you developed entirely on your own time without using the Company's
equipment, supplies, facilities or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the Company's business, or actual or demonstrably anticipated
research or development of the Company;
(2) Result from any work performed by you for the Company.
To the extent a provision in the foregoing Agreement purports to require
you to assign an invention otherwise excluded from the preceding paragraph,
the provision is against the public policy of this state and is unenforceable.
This limited exclusion does not apply to any patent or invention covered
by a contract between the Company and the United States or any of its
agencies requiring full title to such patent or invention to be in the United
States.
I ACKNOWLEDGE RECEIPT of a copy of this notification.
By:
------------------------------------
(printed name of employee)
Date:
------------------------------------
WITNESSED BY:
------------------------------------------
(printed name of representative)
Dated:
-----------------------------------
A-1
EXHIBIT B
TO: Cadence Design Systems, Inc.
FROM:
----------------------------------------------
DATE:
----------------------------------------------
SUBJECT: Previous Inventions
1. Except as listed in Section 2 below, the following is a complete
list of all inventions or improvements relevant to the subject matter of my
employment by Cadence Design Systems, Inc. (the "Company") that have been
made or conceived or first reduced to practice by me alone or jointly with
others prior to my engagement by the Company:
/ / No inventions or improvements.
/ / See below:
____________________________________________________________
____________________________________________________________
____________________________________________________________
/ / Additional sheets attached.
2. Due to a prior confidentiality agreement, I cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party(ies);
Invention or Improvement Party(ies) Relationship
1. ________________________ ____________ ______________________
2. ________________________ ____________ ______________________
3. ________________________ ____________ ______________________
/ / Additional sheets attached.
B-1