EXHIBIT 10.15
XILINX, INC.
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered
into as of this 1st day of June, 1996 by and between Xilinx, Inc.
(the "Company"), and Bernard V. Vonderschmitt ("Consultant").
Consultant was the founder of the Company and has served as a
member of the Board of Directors and Chief Executive Officer of
the Company. Consultant has recently resigned as the Chief
Executive Officer, and the Company now desires to retain
Consultant as an independent contractor to perform consulting
services for the Company. In consideration of the mutual
promises contained herein, the parties agree as follows:
1. SERVICES AND COMPENSATION
(a) Consultant agrees to perform for the Company the
services described in Exhibit A ("Services").
(b) The Company agrees to pay Consultant the
compensation set forth in Exhibit A for the performance of the
Services.
2. CONFIDENTIALITY
(a) "Confidential Information" means any Company
proprietary information, technical data, trade secrets or know-
how, including, but not limited to, research, product plans,
products, services, customers, customer lists, markets, software,
developments, inventions, processes, formulas, technology,
designs, drawings, engineering, marketing, finances or other
business information disclosed by the Company either directly or
indirectly in writing, orally or by drawings or inspection of
parts or equipment.
(b) Consultant will not, during or subsequent to the
term of this Agreement, use the Company's Confidential
Information for any purpose whatsoever other than the performance
of the Services on behalf of the Company or disclose the
Company's Confidential Information to any third party, and it is
understood that said Confidential Information shall remain the
sole property of the Company. Confidential Information does not
include information which (i)is known to Consultant at the time
of disclosure to Consultant by the Company as evidenced by
written records of Consultant, (ii) has become publicly known and
made generally available through no wrongful act of Consultant,
or (iii)has been rightfully received by Consultant from a third
party who is authorized to make such disclosure.
(c) Consultant recognizes that the Company has
received and in the future will receive from third parties their
confidential or proprietary 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.
Consultant agrees that Consultant owes the Company and such third
parties, during the term of this Agreement and thereafter, a duty
to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person, firm
or corporation or to use it except as necessary in carrying out
the Services for the Company consistent with the Company's
agreement with such third party.
(d) Upon the termination of this Agreement, or upon
Company's earlier request, Consultant will deliver to the Company
all of the Company's property or Confidential Information in
tangible form that Consultant may have in Consultant's possession
or control.
3. OWNERSHIP
(a) Consultant agrees that all copyrightable material,
notes, records, drawings, designs, inventions, improvements,
developments, discoveries and trade secrets (collectively,
"Inventions") conceived, made or discovered by Consultant, solely
or in collaboration with others, during the period of this
Agreement which relate in any manner to the business of the
Company that Consultant may be directed to undertake, investigate
or experiment with, or which Consultant may become associated
with in work, investigation or experimentation in the line of
business of Company in performing the Services hereunder, are the
sole property of the Company. In addition, any Inventions which
constitute copyrightable subject matter shall be considered
"works made for hire" as that term is defined in the United
States Copyright Act. Consultant further agrees to assign (or
cause to be assigned) and does hereby assign fully to the Company
all such Inventions and any copyrights, patents, mask work rights
or other intellectual property rights relating thereto.
(b) Consultant agrees to assist Company, or its
designee, at the Company's expense, in every proper way to secure
the Company's rights in the Inventions and any copyrights,
patents, mask work rights or other intellectual property rights
relating thereto in any and all countries, including the
disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments
which the Company shall deem necessary in order to apply for and
obtain such rights and in order to assign and convey to the
Company, its successors, assigns and nominees the sole and
exclusive rights, title and interest in and to such Inventions,
and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto. Consultant
further agrees that Consultant's obligation to execute or cause
to be executed, when it is in Consultant's power to do so, any
such instrument or papers shall continue after the termination of
this Agreement.
(c) Consultant agrees that if in the course of
performing the Services, Consultant incorporates into any
Invention developed hereunder any invention, improvement,
development, concept, discovery or other proprietary information
owned by Consultant or in which Consultant has an interest, the
Company is hereby granted and shall have a nonexclusive, royalty-
free, perpetual, irrevocable, worldwide license to make, have
made, modify, use and sell such item as part of or in connection
with such Invention.
(d) Consultant agrees that if the Company is unable
because of Consultant's unavailability, dissolution, mental or
physical incapacity, or for any other reason, to secure
Consultant's signature to apply for or to pursue any application
for any United States or foreign patents or mask work or
copyright registrations covering the Inventions assigned to the
Company above, then Consultant hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents
as Consultant's agent and attorney in fact, to act for and in
Consultant's behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to
further the prosecution and issuance of patents, copyright and
mask work registrations thereon with the same legal force and
effect as if executed by Consultant.
4. CONFLICTING OBLIGATIONS
Consultant certifies that Consultant has no outstanding
agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude Consultant
from complying with the provisions hereof, and further certifies
that Consultant will not enter into any such conflicting
Agreement during the term of this Agreement.
5. TERM AND TERMINATION
(a) This Agreement will commence on the date first
written above and will continue until final completion of the
Services or termination as provided below.
(b) The Company or Consultant may terminate this
Agreement upon giving two weeks prior written notice thereof to
the other party.-
(c) Upon such termination all rights and duties of the
parties toward each other shall cease except:
(i) that the Company shall be obliged to pay,
within thirty (30) days of the effective date of termination, all
amounts owing to Consultant for unpaid Services and related
expenses, if any, in accordance with the provisions of Section1
(Services and Compensation) hereof; and
(ii) Sections2 (Confidentiality), 3(Ownership) and
7 (Independent Contractors) shall survive termination of this
Agreement.
6. ASSIGNMENT
Neither this Agreement nor any right hereunder or
interest herein may be assigned or transferred by Consultant
without the express written consent of the Company.
7. INDEPENDENT CONTRACTOR
Nothing in this Agreement shall in any way be construed
to constitute Consultant as an agent, employee or representative
of the Company, but Consultant shall perform the Services
hereunder as an independent contractor. Consultant agrees to
furnish (or reimburse the Company for) all tools and materials
necessary to accomplish this contract, and shall incur all
expenses associated with performance, except as expressly
provided on Exhibit A of this Agreement. Consultant acknowledges
and agrees that Consultant is obligated to report as income all
compensation received by Consultant pursuant to this Agreement,
and Consultant agrees to and acknowledges the obligation to pay
all self-employment and other taxes thereon. Consultant further
agrees to indemnify the Company and hold it harmless to the
extent of any obligation imposed on Company (i)to pay in
withholding taxes or similar items or (ii)resulting from
Consultant's being determined not to be an independent
contractor.
8. ARBITRATION AND EQUITABLE RELIEF
(a) Except as provided in Section9 below, the Company
and Consultant agree that any dispute or controversy arising out
of or relating to any interpretation, construction, performance
or breach of this Agreement, shall be settled by arbitration to
be held in Santa Clara County, California, in accordance with the
rules then in effect of the American Arbitration Association.
The arbitrator may grant injunctions or other relief in such
dispute or controversy. The decision of the arbitrator shall be
final, conclusive and binding on the parties to the arbitration.
Judgment may be entered on the arbitrator's decision in any court
of competent jurisdiction. The Company and Consultant shall each
pay one-half of the costs and expenses of such arbitration, and
each shall separately pay its respective counsel fees and
expenses.
(b) Consultant agrees that it would be impossible or
inadequate to measure and calculate the Company's damages from
any breach of the covenants set forth in Sections2 or 3 herein.
Accordingly, Consultant agrees that if Consultant breaches
Sections2 or 3, the Company will have available, in addition to
any other right or remedy available, the right to obtain from any
court of competent jurisdiction an injunction restraining such
breach or threatened breach and specific performance of any such
provision. Consultant further agrees that no bond or other
security shall be required in obtaining such equitable relief and
Consultant hereby consents to the issuances of such injunction
and to the ordering of such specific performance.
9. GOVERNING LAW
This Agreement shall be governed by the laws of the
State of California, without regard to choice of law rules.
10. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties
and supersedes any prior agreements between them with respect to
the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
CONSULTANT
By: /s/ Bernard V. Vonderschmitt
Bernard V. Vonderschmitt
XILINX, INC.
By: /s/ Willem Roelandts
Willem Roelandts
Title: Chief Executive Officer
EXHIBIT A
SERVICES AND COMPENSATION
1. Contact. Consultant's principal Company contact:
Name: Willem Roelandts
Title: Chief Executive Officer
2. Services. Consultant will render to the Company the
following Services:
Service as Chairman of the Board of the Company and, as
reasonably requested by the Company, provision of advice on
issues of importance to the Company including general corporate,
technological and marketing issues.
3. Compensation.
(a) Continued vesting of all stock options which Consultant
received as Chief Executive Officer of the Company.
(b) The Company shall reimburse Consultant for all
reasonable travel and living expenses incurred by Consultant in
performing Services pursuant to this Agreement.
(c) Consultant shall submit all statements for services and
expenses in a form prescribed by the Company and such statement
shall be approved by the contact person listed above or by his or
her supervisor.