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Exhibit 12
CONFIDENTIAL
LETTER AGREEMENT
October 13, 1999
Xxxxxx X. Perl, Ph.D.
00000 Xxxxxxx Xxxxx Xxxx.
Xxxxxxxxx, XX 00000
Dear Dr. Perl:
This letter, if accepted, sets forth the terms of your employment with DSP
Communications, Inc. ("DSP") and/or Intel Corporation or any of its subsidiaries
(collectively, the "Company"), after the time that Intel accepts shares for
payment pursuant to the Offer as defined in the Agreement and Plan of Merger
among DSP, Intel Corporation and CWC Acquisition Corporation ("Merger") and is
contingent on the occurrence of the acceptance of such shares ("Assumption
Time"). If you accept this offer, it would take effect as of that Assumption
Time.
The terms of the Employment Agreement of Xxxxxx X. Perl, Ph.D. with DSP made and
entered into effective as of July 22, 1998 and as amended on June 1, 1999
("Employment Agreement") and attached here as Exhibit A will continue to apply
in all respects except as follows:
1. You shall remain an employee of DSP or the Company consistent with your
current duties and responsibilities, but neither DSP nor the Company may
obligate you to spend more than 5 hours on a noncumulative basis, until August
31, 2001 (the "Employment Period"). At the end of the employment period you will
voluntarily terminate your employment and, notwithstanding Paragraph 7d. of your
Employment Agreement, you shall not be entitled to any severance or consulting
fee. You and the Company hereby agree that this Paragraph 1 constitutes notice
of termination of employment under Xxxxxxxxx 0x. of your Employment Agreement
and that no further notice is required.
2. In consideration of the Company's agreement in Paragraph 1 above, and for
other good and valuable consideration, the sufficiency of which is acknowledged
by you and the Company, you hereby agree to replace Paragraph 6c. of the
Employment Agreement with the Covenant Not to Compete attached hereto as Exhibit
B. In addition, you specifically acknowledge that your agreement to replace
Paragraph 6c. with the Covenant Not to Compete set forth as Exhibit B was a
material factor for the Company in its decision to enter into the Merger.
3. You agree to execute a proprietary information and inventions agreement,
substantially in the form attached hereto as Exhibit C, but reasonably
acceptable to you, which shall apply to any matter covered by any similar
agreement between you and DSP and any additional documents as reasonably
required by Intel Corporation memorializing the above terms.
4. You agree that there were no promises or commitments made to you regarding
your employment with DSP or the Company except as set forth in the Employment
Agreement or this Letter Agreement. You acknowledge that you have been given an
opportunity to review this
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Letter Agreement prior to its execution, that you understand its contents, and
that you have been given the opportunity to consult with an attorney.
5. You agree to pay back any loans made to you by DSP (as set forth on the
attached Exhibit D) pursuant to the terms of such loans and agree that to the
extent permitted by applicable law, that DSP or the Company may offset any
amounts due and owing under such loans by any amounts due and owing under this
Letter Agreement or the Employment Agreement. Notwithstanding the above, in no
event may any loan(s) be repaid any later than the last day of your Employment
Period.
6. This Letter Agreement may be amended or altered only in a writing signed
by you and Intel Corporation. This Agreement shall be construed and interpreted
in accordance with the laws of California. Each provision of this Agreement is
severable from the others, and if any provision hereof shall be to any extent
unenforceable, it and the other provisions shall continue to be enforceable to
the full extent allowable, as if such offending provision had not been a part of
this Agreement.
INTEL CORPORATION,
a Delaware corporation
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Treasurer
I agree to the terms and conditions in this Letter Agreement.
Date: October 14, 1999
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/s/ XXXXXX PERL
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Xxxxxx Perl
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