Exhibit 10.19
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into by and between XXXX XXX (hereinafter
referred to as "Employee") and SILICONIX INCORPORATED, a Delaware corporation
(hereinafter referred to as the "Company"), on the 1st day of April, 1997.
In consideration of the mutual obligations herein contained, the parties
hereto hereby agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Employee and
Employee agrees to be employed by the Company upon the terms and conditions
hereinafter set forth.
2. TERM.
2.1 The initial term of employment under this Agreement shall be
three years, commencing on April 1, 1997 and ending on March 31, 2000. In
the event that neither party notifies the other of its intention not to
extend this Agreement prior to January 31 of each year, starting in 1998, the
term of this Agreement shall be automatically extended for one year. This
process shall continue until (i) such notice is timely given, in which case
the Agreement shall terminate on the March 31 that is 26 months after the
January 31 next occurring after said notice shall have been given or (ii) a
new employment agreement is executed by the parties.
2.2 Prior to the expiration of this Agreement, the Company has the
right to terminate the employment of Employee for cause by delivering to him
written notice specifying such cause, at which time its obligations under
this Agreement will cease. "Cause" means:
(1) Misappropriating any funds or property of (a) the Company, or
(b) any employee of the Company, or (c) any corporation
affiliated with the Company, or (d) any employee of any
corporation affiliated with the Company, or (e) any customer;
(2) Attempting to obtain any personal profit from any transaction
in which Employee has an interest which is adverse to the
interest of the Company, unless Employee has first obtained
the consent of management and approval of the Chairman of the
Board of the Company;
(3) Conviction of a felony; or
(4) Breach of any material provision of this Agreement.
2.3 If the Company should terminate Employee's employment for a
reason not specified in this Agreement, Employee's final check will include
an amount covering his salary for the period ending on the date on which this
Agreement would otherwise have terminated.
3. COMPENSATION.
3.1 The Company agrees to pay Employee at the rate of $1,500 per
day in accordance with its usual payroll practices. Employee shall advise
the Company in accordance with its usual payroll practices as to his days
worked.
3.2 Employee shall be entitled to participate, as long as he is an
employee of the Company, in any and all of the Company's present or future
employee benefit plans; provided, however, that the provisions of any such
plan permit Employee's participation, after considering the number of hours
per week that Employee works for the Company.
3.3 The Company shall reimburse Employee for all expenses
reasonably and necessarily incurred by Employee in the performance of his
duties hereunder, including but not limited to Employee's transportation and
lodging expenses relating to travel to Santa Clara, California from his home
in Massachusetts and the international travel referred to in section 4.2
hereof.
4. DUTIES.
4.1 Employee agrees to serve the Company and the Company agrees to
employ Employee in the capacity of Vice President, Worldwide Environmental,
Health & Safety Affairs. The Company and Employee acknowledge and agree that
Employee will be a part-time employee of the Company, working that number of
days per month as shall be mutually agreed upon from time to time by Employee
and the President of the Company, but no fewer than ten (10) calendar days
per month, which shall consist of five to seven days on assignments away from
Massachusetts and three to five days on assignments in Massachusetts.
Employee agrees that at all times during his employment by the Company he
will faithfully and diligently endeavor to promote the business and business
interests of the Company.
4.2 Employee acknowledges and agrees that as a part of his duties,
at least one international trip in each of Q2, Q3 and
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Q4 1997 shall be required. Thereafter, the traveling schedule shall be
mutually agreed by the President of the Company and Employee, but shall be
not less than two international trips per year. Locations to be visited and
evaluated shall include, but not be limited to, Shanghai; Kaohsiung, Taiwan;
Manila; and Bangalore, India.
5. COMPANY AUTOMOBILE. The Company agrees to provide Employee
throughout the term hereof with a Company automobile in accordance with the
Company's usual policies. The Company shall be responsible for maintenance,
insurance and gasoline for said automobile.
6. TRADE SECRETS.
6.1 Employee recognizes that the nature of his employment by the
Company is such that he will have access to and that there will be disclosed
to him during the course of his employment, information of a proprietary
nature owned by the Company including but not limited to records, data,
formulae, specifications, inventions, processes, methods and customer lists,
which are of a confidential information or trade secret nature, and all of
which have great value to the Company and are a substantial basis and
foundation upon which the Company's business is predicated. Employee
acknowledges that except for his employment and the duties assigned to him
which he will be fulfilling, that he would not otherwise have access to the
foregoing information. Employee agrees that any and all confidential
knowledge or information which may be obtained by him in the course of his
employment, including but not limited to, the information hereinabove set
forth, will be held inviolate by him and that he will conceal the same from
any and all other persons, including but not limited to, competitors of the
Company, and that he will not impart any such knowledge acquired by him as an
employee of the Company to any such other persons either during his
employment or after his employment by the Company has terminated.
6.2 Employee agrees that upon termination of his employment
hereunder he will immediately surrender and turn over to the Company all
books, records, forms, specifications, formulae, data, processes, customer
lists and all papers and writing relating to the business of the Company and
all other property belonging to the Company, it being understood and agreed
that the same are the sole property of the Company and that Employee will not
make any copies thereof.
7. INVENTIONS. Employee agrees that all ideas, concepts, processes,
discoveries, devices, machines, tools, materials,
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designs, improvements, inventions and other things of value that relate to
the Company's business (hereinafter collectively referred to as "intangible
rights"), whether patentable or not, which are conceived, made, invented or
suggested either by him alone or in collaboration with others affiliated with
the Company during the term of his employment, and whether or not during
regular working hours, shall be promptly disclosed in writing to the Company
and shall be the sole and exclusive property of the Company. Employee hereby
assigns all of his right, title and interest in and to all such intangible
rights to the Company, its successors or assigns. In the event that any of
said intangible rights shall be deemed by Employee to be patentable or
otherwise registerable under any federal, state or foreign law, Employee
further agrees at the expense of the Company to execute all documents and to
do all things necessary, advisable or proper to obtain patents or
registration and to vest the Company with full title thereto.
8. ARBITRATION. Any dispute, controversy or claim arising under or in
connection with this Agreement, or the breach thereof, shall be settled
exclusively by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. Judgment upon
the award rendered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof. Any arbitration held pursuant to this section 8 shall
be held in Santa Xxxxx County, California.
9. NOTICES. Any notices or other communications required or permitted
hereunder shall be sufficiently given if delivered personally or sent by
registered or certified mail, postage prepaid, to Employee at 0 Xxxxx
Xxxxxxxx Xxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, or to the Company at 0000
Xxxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000, or at such other address as
may be furnished in writing by either party to the other; such notice or
communication shall be deemed to have been given as of the date so deposited
in the United States mail or as of the date delivered if delivered in person.
10. INTEGRATED AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto relating to the employment of Employee,
and there are no agreements or understandings relating to the subject matter
hereof between the parties other than those set forth herein or herein
provided for.
11. CHOICE OF LAW. It is the intention of the parties that the laws of
California should govern the validity of this Agreement, the construction of
its terms and the interpretation of the rights and duties of the parties.
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12. COUNTERPART EXECUTION. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
13. PARTIES IN INTEREST. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company, but no
interest herein or right hereunder shall be transferable by Employee.
14. SECTION HEADINGS. Section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
15. SEVERABILITY. Should any provision hereof be deemed illegal or
unenforceable, all other provisions hereof shall be given effect separately
therefrom and shall not be affected thereby.
IN WITNESS WHEREOF, Employee has executed this Agreement and the Company
has caused this Agreement to be duly executed on its behalf by an officer
thereunto duly authorized, all as of the date first above written.
SILICONIX INCORPORATED EMPLOYEE
By /s/ Xxxxxxx X. Xxxxx /s/ Xxxx Xxx
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Xxxxxxx X. Xxxxx Xxxx Xxx
President & CEO
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