January 20, 2006
Kate Rundle
1289 Woodland Avenue
Menlo Park, CA 94025
Dear Kate,
Subject to authorization and approval of the Board of Directors of MIPS Technologies, Inc., we will be pleased to offer you the position of Vice President, General Counsel reporting to me, subject to the terms and conditions contained herein. This offer includes a base salary of $240,000 annualized, paid bi-weekly and an Executive Bonus with a target of 40% of salary, or $96,000, and an upside to 80% of salary, or $192,000. Your Total Target Cash Compensation, annualized will be $336,000, with a potential upside, which could bring your actual compensation to $432,000.
Upon acceptance of this and in addition to your base compensation, you will be granted an employment bonus of $40,000 to be paid at the time of your first paycheck. The bonus is earned at the rate of 1/24th per month for a two year period commencing with your date of hire. Should you terminate your employment prior to the bonus being fully earned, you agree to reimburse the company on a prorated basis, the unamortized amount of this bonus. This bonus is subject to applicable state and federal tax withholding.
Subject to authorization and approval of the Board of Directors of MIPS Technologies, Inc., the terms of this letter, and compliance with all applicable federal and state securities laws, you will be granted an option to purchase 240,000 shares of MIPS Technologies, Inc. common stock. The per share price shall be set by the Board of Directors on the last Thursday of each month as needed (“Price Date”). Your options shall be priced on the Price Date following your start date, unless otherwise notified. Specific terms and conditions will be included in a definitive stock option agreement and will include your right to purchase your shares according to a vesting schedule. This schedule will provide for one-third of shares to become vested 12 months from your date of grant, with the remainder to vest at the rate of 1/36th per month thereafter, for the remaining 24 months. Unless earlier terminated this Option may be exercised only during a term of seven (7) years from the Date of Grant of this Option, and may be exercised during such term only in accordance with the terms of the Plan, the Notice and the Option Agreement.
Additionally, your Employee Benefits Plan will include Medical, Dental, Life/AD&D/LTD and Vision insurance plans, 401(k), Flex Spending Accounts, Employee Stock Purchase Plan, Vacation and Holiday Pay.
| | | | | | | | | |
|---|
| | 1225 CHARLESTON ROAD | | MOUNTAIN VIEW, CA 94043-1353 | | PHONE 650.567.5000 | | FAX 650.567.5150 | | WEB www.mips.com | |
In accordance with the requirements of the Immigration Reform and Control Act of 1986, you are required to provide verification of your identity and legal right to work in the United States.
You may accept this position by signing below and returning a signed copy to MIPS Technologies Human Resources within one week after receipt of this offer.
The team and I are looking forward to you joining us and making a major contribution to the success of MIPS!
Sincerely,
/s/ JOHN BOURGOIN
John Bourgoin
President and CEO
I accept this offer of employment with the understanding that it is not an employment contract and remains subject to the approval of the Board of Directors. I understand that my employment with the company is not for any fixed term and constitutes at-will employment in which either I or the company may terminate at any time, for any reason, with or without notice. I also understand that upon commencement of employment, I will be expected to sign the Confidential Information and Inventions Agreement. The provisions stated in the offer of employment supersede all prior discussions and negotiations, and no other writing published by the company is intended to modify the presumptions of at-will employment status.
/s/ CATHERINE HUNT RUNDLE January 20, 2006
_____________________________ _____________________________
Employee Signature Today's Date
February 21, 2006
_____________________________
Start Date
