EXHIBIT 10.5
February 2, 2001
PERSONAL AND CONFIDENTIAL Via Hand Delivery
Danny L. Parker
103 Kazmann Court
Cary, North Carolina 27513
Dear Danny:
On behalf of Tekelec, I am pleased to offer you employment as Vice
President, Corporate Development (salary grade: E21), on the terms and
conditions set forth in this letter. As Vice President, Corporate Development,
you will report directly to Tekelec's Chief Executive Officer and will be
principally responsible for assisting the Company in connection with such
corporate development projects and other duties and responsibilities as may be
delegated to you from time to time by the Chief Executive Officer and/or the
Board of Directors. Your principal office will be located in our Morrisville,
North Carolina facility. Your responsibilities will from time-to-time require
frequent travel.
Your compensation and benefits, effective as of your acceptance of this
letter as evidenced by your signature below, will be as follows:
10. Your annual base salary will continue to be $200,000 (i.e., $7,692.31 per
bi-weekly period).
11. You will be eligible to participate in Tekelec's 2001 Officer Bonus Plan,
under which you will be eligible to receive, in accordance with the terms
of such Plan as approved by the Company's Board of Directors (which
approval is expected no later than in February 2001), (A) quarterly bonuses
in 2001 equal to 40% of your quarterly earnings for a calendar quarter if
the Company achieves certain quarterly financial milestones and (B) an
annual bonus equal to 10% of your 2001 annual earnings if you achieve
certain objectives during 2001. The terms of your participation in any
officer bonus plans for post - 2001 periods will be subject to change and
the approval of the Board of Directors of Tekelec.
12. You will receive applicable benefits, including personal time off, health,
dental, vision, long-term disability and life insurance, as are generally
provided to Tekelec's executive officers.
13. You will continue to have the opportunity to participate in Tekelec's
Employee Stock Purchase Plan and 401(k) Plan.
14. You will be eligible for benefits under Tekelec's Officer Severance Plan (a
copy of which has been previously provided to you) as an Eligible Officer
(as defined in such Plan). For purposes of determining your benefits under
the Officer Severance Plan, your Employment Period (as defined in such
Plan) will include the period of time commencing in October 2000 during
EXHIBIT 10.5
which you served as Vice President, as well as the period of time you
previously served as Vice President and General Manager, Network
Diagnostics Division.
This letter agreement contains our entire understanding and agreement with
respect to your employment with Tekelec commencing on your Start Date and
supercedes and replaces any and all prior or contemporaneous oral or written
communications with respect thereto. Without limiting the generality of the
foregoing, you acknowledge and agree that upon your acceptance of this letter
agreement, that certain letter addressed to you from Tekelec, dated October
2000, pursuant to which you served as Vice President of Tekelec, shall terminate
and shall not apply to your employment as contemplated herein. There are no
promises or understandings, express or implied, concerning your proposed
employment with Tekelec except as set forth herein. The provisions of this
letter may be amended only by a writing signed by you and by the Chief Executive
Officer or the Chairman of the Board of Directors of Tekelec on behalf of
Tekelec. If you have any questions about the meaning of any of the terms or
provisions included herein, please let me know at your earliest convenience.
This letter agreement shall be construed under the laws of California.
Danny, we believe that your continued employment with Tekelec can provide
you with opportunities for professional growth and financial return. As with
every Tekelec employee, you reserve the right to terminate your employment at
any time for any reason, and we similarly reserve the right to terminate your
employment at any time, with or without cause. We hope and expect, however, that
this will be a long and mutually beneficial relationship.
If this letter agreement is acceptable to you, then please acknowledge your
acceptance by signing and dating the enclosed copy of this letter agreement
where indicated below and then returning such signed copy to me for receipt no
later than February 9, 2001.
Sincerely,
Michael L. Margolis
Chief Executive Officer and President
Acknowledged and Accepted:
Date: February __, 2001
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Danny L. Parker