EXHIBIT (e)(15)
August 20, 1998
Mr. Kurtis Adams
[Address]
Bellevue, Washington 98004
Dear Kurtis,
I'm pleased to offer you the position of Vice President, Finance and Chief
Financial Officer, reporting to me. All of the people who participated in your
interviews share my enthusiasm for your capabilities and potential for your
success at Vixel.
The following compensation package has been structured to reflect the
contributions we believe you have to offer in making Vixel Corporation an
extraordinary success.
- BASE SALARY - An annualized rate of $140,000, payable at such
times as Vixel payroll obligations are normally met, which is
currently every two weeks. Your salary will be reviewed
annually.
- EQUITY PARTICIPATION - Vixel management will recommend that
you be granted an option to purchase 200,000 shares of common
stock at the first Board meeting after you have started
employment with the Company. This grant will be subject to
Board approval.
- VESTING - Upon the Grant Date of your options, your options
will vest per the attached schedule.
- ACCELERATED VESTING --During the first year of your employment
with Vixel, upon the occurrence of both of (I) a change in
control and (ii) your termination without cause and/or a
significant change in your responsibilities by an acquiring
entity, then the one year cliff in vesting of your options
shall be waived plus one year of subsequent unvested options
shall immediately vest. In addition, after you have completed
one year of employment with Vixel, upon the occurrence of both
of (I) a change in control and (ii) your termination without
cause and/or a significant change in your responsibilities by
an acquiring entity, then the greater of half of your unvested
options or one year of your unvested options shall immediately
vest.
- EARLY EXERCISE - Subject to Board approval, you will have the
opportunity to early exercise all of your options. At your
request, Vixel will accept a full recourse Promissory Note for
the full exercise price and the interest which will accrue at
5.75% per annum to avoid imputed interest.
EXHIBIT (e)(15)
- VACATION - You will receive twelve days of vacation during
your first year, plus holidays.
- LIFE INSURANCE - Vixel shall maintain, at the Company's
expense, term life insurance for the benefit of your elected
beneficiaries in the amount of two times your annual salary at
a maximum of $350,000.
- HEALTH INSURANCE - Vixel provides group medical and dental
insurance through the Mutual of Omaha Company at no cost for
its employees. The premium for the dependent coverage is
currently $50.00 per month.
- LONG TERM DISABILITY - Vixel will maintain a long term
disability plan for you with benefits up to 66 2/3% of
pre-disability earnings to a maximum of $10,000 per month.
- 401(k) - You will be eligible to enroll in the 40l(k) plan
after six months of employment. As the enrollment period is at
the beginning of each quarter, you will be able to enroll
April 1, 1999 if you begin employment with the Company before
September 30,1998. Currently, Vixel matches up to 6% on a
quarterly basis.
As a condition of employment you will be required to sign the Company standard
at will Employment Agreement, which contains a customary covenant not to
compete, assignment of rights, and an agreement to keep company information
confidential.
We believe that the challenges we face at Vixel will be exciting to you. We look
forward to your acceptance of our offer by returning one signed copy to me. Our
objective is to close this discussion this week and to have you begin full-time
employment with Vixel by September 21 or earlier. If you have any additional
questions or require clarification on any points, please feel free to give me a
call at your convenience
Very truly yours,
/s/ Greg Olbright by KH
Greg Olbright
President and CEO
I hereby accept employment with Vixel Corporation under the terms stated in this
letter.
/s/ Kurtis L. Adams August 20, 2000
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Name Date
EXHIBIT (e)(15)
Vesting Schedule
Amount Cumulative
Month Vesting Vested Amount
1-11 0 0
12 43,750 43,750
13 3,646 47,396
14 3,646 51,042
15 3,646 54,688
16 3,646 58,334
17 3,646 61,980
18 3,646 65,626
19 3,646 69,272
20 3,646 72,918
21 3,646 76,564
22 3,646 80,210
23 3,646 83,856
24 3,646 87,502
25 3,646 91,148
26 3,646 94,794
27 3,646 98,440
28 3,646 102,086
29 3,646 105,732
30 3,646 109,378
31 3,646 113,024
32 3,646 116,670
33 3,646 120,316
34 3,646 123,962
35 3,646 127,608
36 3,646 131,254
37 5,729 136,983
38 5,729 142,712
39 5,729 148,441
40 5,729 154,170
41 5,729 159,899
42 5,729 165,628
43 5,729 171,357
44 5,729 177,086
45 5,729 182,815
46 5,729 188,544
47 5,729 194,273
48 5,727 200,000