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EXHIBIT 10.25
EMPLOYMENT AGREEMENT BETWEEN THE REGISTRANT AND XX. XXXXX X. XXXXXX
** PERSONAL & CONFIDENTIAL **
November 5, 1996
Xx. Xxxxx X. Xxxxxx
RE: Offer of Employment
Dear Xxx:
On behalf of Diamond Multimedia Systems, Inc., a Delaware Corporation
("Diamond"), I am pleased to extend an agreement of employment to you on the
following terms:
1. Your employment starts immediately. Upon assuming your duties,
your title will be Senior Vice President and Chief Financial
Officer. You report directly to the Company's Chief Executive
Officer.
2. Your base salary will be $20,834 monthly, payable in arrears in
biweekly increments of $9,615.70 commencing upon the assumption of
your duties as Chief Financial Officer. In addition, you will be
entitled to a performance bonus targeted at fifty percent (50%) of
earned base salary payable at least annually and subject to
satisfaction of performance targets established by the Board of
Directors and subject to final approval by the Compensation
Committee. This bonus will be guaranteed for your first twelve
months of employment. You are entitled to the Company's standard
medical, life insurance and other employee benefits. Your
compensation will be subject to annual adjustment at the
discretion of the Board of Directors.
3. The Diamond Multimedia Board of Directors has granted you an
option to purchase 225,000 shares of the Common Stock of Diamond
at the fair market value* as determined on the date of grant,
which is November 5, 1996. These options will be non-statutory
stock options. The option shares will fully vest after thirty-six
(36) months from the first day of the month following your date of
hire: 75,000 shares will vest on December 1, 1997 and the
remaining 150,000 will vest 6,250 per month commencing January 1,
1998, in each case assuming your continuous employment by Diamond.
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* fair market value is defined as the closing price of the day prior to the date
of grant, which is November 4, 1996.
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Xx. Xxxxx X. Xxxxxx
November 5, 1996 - Page 2
4. Additionally, the Diamond Multimedia Board of Directors has
granted you an option to purchase 75,000 shares of the Common
Stock of Diamond Multimedia at the fair market value* as
determined on the date of the grant, which is November 5, 1996.
These options will be registered via a filing on Form S-3 or Form
S-8 and will be subject to a vesting date of December 1, 1997.
Upon the assumption of your duties as Chief Financial Officer, the
vesting of the options will be fully accelerated to December 1,
1996.
5. You understand that your employment is "at will" and the vesting
schedule of options does not guarantee employment for such a
length of time or for any length of time. These options are
subject to all the terms and conditions of the Company's stock
option plan and compliance with all applicable laws.
Your employment with the Company is "at will" and may be terminated by you or
the Company at any time, for any reason or for no reason. By accepting this
offer of employment, you accept employment on such terms.
With this agreement, you agree to execute a proprietary information agreement in
the standard form utilized by the Company for its employees. This agreement
provides, inter alia, that you will not violate any proprietary information
agreement with any prior employer in the course of your employment with the
Company. A copy of such agreement is enclosed.
Xxx, we look forward to working with you. If you have any questions, please call
me. Please indicate your acceptance by signing and returning to me a copy of
this letter.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
President & Chief Executive Officer
So Agreed:
/s/ Xxxxx X. Xxxxxx 11/8/96
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Xxxxx Xxxxxx (Date)
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* fair market value is defined as the closing price of the day prior to the date
of grant, which is November 4, 1996.
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