EXHIBIT 10.15
November 13, 2001
PERSONAL AND CONFIDENTIAL Via Federal Express
Lori A. Craven
1111 Kenilworth Circle
Naperville, IL 60540
Dear Lori:
On behalf of Tekelec, I am pleased to offer you employment as Vice President and
General Manager, Network Systems Division, on the terms and conditions set forth
in this letter. As Vice President and General Manager, Network Systems Division,
you will report directly to Tekelec's Executive Vice President and Chief
Operating Officer, will be principally responsible for Tekelec's Network Systems
Division and will have such other duties and responsibilities as may be
delegated to you from time to time by the Executive Vice President and Chief
Operating Officer and/or the Chief Executive Officer. You may choose your
employment start date so long as it is on or before January 2, 2002. Your
compensation and benefits will be as follows:
1. Your starting annual base salary will be $225,000 (i.e., $8,653.85 per
bi-weekly period).
2. You will be eligible to participate in Tekelec's 2002 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 prior to March 2002), up to 56% of your annual base
salary earned during 2002 as a cash bonus based on certain financial
milestones in 2002 and an annual bonus equal to 14% of your annual base
salary earned during 2002 if you achieve certain individual objectives
during 2002. For 2002, you will be guaranteed a minimum bonus of $39,375
which, if due, will be paid during the first quarter of 2003. This minimum
bonus represents 25% of the maximum aggregate bonus for which you would be
eligible under the 2002 Officer Bonus Plan. The terms of your participation
in any officer bonus plans after 2002 will be subject to change and the
approval of the Board of Directors of Tekelec.
3. You will be entitled to take four weeks personal time annually.
4. You will receive applicable benefits, including health, dental, vision,
long-term disability and life insurance, as are generally provided to
Tekelec's executive officers.
5. You will be offered the opportunity to participate in Tekelec's Employee
Stock Purchase Plan and 401(k) Plan upon your satisfaction of the
eligibility requirements for such plans.
6. You will be covered by Tekelec's Officer Severance Plan (a copy of which is
enclosed).
7. The Compensation Committee of Tekelec will grant to you stock options
(incentive stock options to the maximum extent permitted under law, with
the balance being nonstatutory stock options) under Tekelec's 1994 Stock
Option Plan (the "Plan") to purchase 200,000
EXHIBIT 10.15
shares of Tekelec Common Stock ("Options"), effective as of the later of
your start date or the date of the Compensation Committee's action granting
such options (the "grant date"). The exercise price of your Options will be
equal to the closing price of Tekelec's Common Stock on the grant date (as
reported in The Wall Street Journal on the first business day following the
grant date). Your Options will vest to the extent of 50,000 shares on the
one-year anniversary of your start date. The remaining 150,000 shares will
vest and become exercisable cumulatively in 12 equal quarterly installments
of 12,500 shares each, with the first installment vesting on the last day
of the first full calendar quarter following your one-year anniversary of
employment with the Company) and one additional installment vesting on the
last day of each calendar quarter thereafter as long as you remain an
employee of Tekelec. Your Options will expire, to the extent previously
unexercised, upon the earlier of ten years from the date of grant or a date
not less than three months after you cease to be a Tekelec employee as
determined in accordance with the terms of the Plan. The Options will in
all respects be subject to the terms and provisions of the Plan and the
stock option agreement evidencing the grant of the Options. In addition to
the foregoing grant, it is anticipated that the Compensation Committee will
periodically, typically annually, consider whether additional options
should be granted to you while you remain an officer of the Company.
8. Tekelec will pay you up to a maximum of $100,000 to reimburse you for your
accountable costs incurred in relocating to North Carolina, including the
anticipated commissions and fees for the sale of your current home, losses
(if any) incurred on the sale of your current home, the closing costs you
incur in connection with your purchase of a new home in North Carolina,
your actual out-of-pocket travel, moving, rental and other expenses
relating to your relocation, the costs of temporary housing in North
Carolina pending your relocation and the reasonable transportation expense
you incur traveling to such location and the associated income taxes
payable by you with respect to your receipt of such reimbursement. In
addition, Tekelec will reimburse you for the reasonable expenses of one
house-hunting trip to North Carolina.
You are aware that Tekelec prohibits employees from unlawfully using
confidential or proprietary information belonging to any other person or entity.
By signing the enclosed copy of this letter, you agree not to disclose or use or
induce Tekelec or any of its employees to use any trade secrets or confidential
or proprietary information belonging to any of your former employers.
As a condition of commencing your employment with Tekelec, you will be required
to sign Tekelec's standard "Confidentiality and Non-Disclosure Agreement and
Assignment of Rights" (a copy of which is enclosed). 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.
This letter agreement contains our entire understanding with respect to your
employment with Tekelec. The provisions of this letter may be amended only by a
writing signed by you and 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.
EXHIBIT 10.15
Lori, we believe that Tekelec can provide you with opportunities for
professional growth and financial return. We look forward to working with you
and to a mutually fulfilling and rewarding 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 faxing (fax number: 818.880.0176) and returning
such signed copy to me for receipt no later than November 15, 2001.
Sincerely,
Fred Lax
Executive Vice President and Chief Operating Officer
Acknowledged and Accepted:
/S/ Date: November 15, 2001
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Lori A. Craven