EXHIBIT 10.34
May 23, 2002
Dr. Tushar Gheewala
501 Castano Corte
Los Altos, CA 94022
Dear Tushar:
It gives us great pleasure to extend this offer of employment to join Virage
Logic Corporation (the "Company"). As you know, a significant asset and reason
for the Company's proposed acquisition of In-Chip Systems, Inc. ("Merger") was
the goodwill developed by you and In-Chip. We believe you have been and will
continue to be an essential part of the success of In-Chip's business and for
that reason we have set forth in this offer letter the vesting and noncompete
provisions contemplated by the Agreement and Plan of Reorganization dated May 4,
2002 among the Company, In-Chip Acquisition, Inc. and In-Chip ("Merger
Agreement"), which provisions are express conditions of the closing of the
Merger.
Your position will be a Vice President, SoC Platforms of the Company, reporting
to the Chief Executive Officer of the Company, and will be in charge of logic
design technologies and products. In this position you will receive a salary of
$170,000 on an annual basis, payable bi-weekly. You will also be eligible to
participate in the incentive bonus pool and post-Merger stock option grants to
former In-Chip employees as set forth in the Merger Agreement and after the
expiration of the incentive bonus pool in any other incentive or bonus programs
generally available to other senior executives of the Company.
IF YOU ARE TERMINATED BY THE COMPANY FOR ANY REASON OTHER THAN CAUSE OR YOU
TERMINATE YOUR EMPLOYMENT WITH GOOD REASON, YOU WILL BE PAID A LUMP SUM
SEVERANCE AMOUNT EQUAL TO SIX MONTHS OF YOUR SALARY AS OF THE TIME OF
TERMINATION AND YOU WILL BE ENTITLED TO CONTINUED PARTICIPATION ON THE SAME
BASIS (INCLUDING COST CONTRIBUTIONS) AS THE OTHER SENIOR EXECUTIVES OF THE
COMPANY IN ALL BENEFIT PLANS IN WHICH YOU WERE PARTICIPATING PRIOR TO SUCH
TERMINATION UNTIL SIX MONTHS AFTER SUCH TERMINATION OR THE DATE YOU ARE ELIGIBLE
TO RECEIVE COVERAGE AND BENEFITS UNDER THE SAME TYPE OF PLAN OF A SUBSEQUENT
EMPLOYER. YOU SHALL BE UNDER NO OBLIGATION TO MITIGATE YOUR DAMAGES OR TO SEEK
OTHER EMPLOYMENT, AND IF YOU OBTAIN OTHER EMPLOYMENT, ANY COMPENSATION EARNED BY
YOU THEREFROM SHALL NOT REDUCE THE COMPANY'S SEVERANCE OBLIGATIONS HEREUNDER.
You will have the opportunity to participate, according to the terms of the
respective plans, in a comprehensive package of benefits, including 401(k),
medical, dental and vision coverage, on the basis provided to other senior
executives of the Company. In addition, you will be eligible for four weeks of
Paid Time Off, one floating holiday and ten paid holidays per year.
This offer is contingent upon your ability to present documentation evidencing
your compliance with terms of the Immigration Reform and Control Act of 1986, as
well as your signing the "Noncompetition/Nonsolicitation Agreement" attached as
Attachment B and the "Employment Invention and Confidential Information
Agreement" attached as Attachment C.
While the Company expects you to devote your fulltime business efforts to the
success of the Company, you may be involved in other activities to the extent
such activities do not adversely affect your performance for the Company, do not
cause you to violate your fiduciary duty to the Company and do not cause you to
violate any agreement you have with the Company, including but not limited to
the following permissible activities: service on boards of directors of
not-for-profit companies; service on boards of directors of for-profit companies
with the consent of the Company's board of directors, which consent shall not be
unreasonably withheld; charitable and civic activities; and management of
personal passive investments, provided that if any such passive investment is in
a company which engages in business competitive with that conducted by the
Company, it is a publicly held corporation and your investment may not exceed 5%
of the company's total outstanding stock.
The Company and you agree that any dispute regarding the interpretation or
enforcement of the provisions of this letter shall be decided by confidential,
final and binding arbitration conducted by Judicial Arbitration and Mediation
Services ("JAMS") under the then existing JAMS rules rather than by litigation
in court, trial by jury, administrative proceeding or in any other forum. The
filing fees and arbitrator's fees and costs in such arbitration will be borne by
the Company. In the arbitration, the parties will be entitled to all remedies
that would have been available if the matter were litigated in a court of law.
Further, this offer does not constitute, and may not be construed as, a
commitment to employment for any specific duration. Your employment with the
company will be at-will, which means that you may leave the Company or the
Company may require you to leave its employ, at any time, and for any reason.
This letter sets forth the exclusive terms of your offer of employment, and you
acknowledge that you have not relied on any representations or statements,
whether oral or written, regarding your employment with the Company.
This letter shall be governed by, enforced under, and construed in accordance
with the laws of the State of California without regard to principles of
conflicts of laws.
Your signature below will signify your acceptance of our employment offer
effective as of the closing of the Merger. Tushar, we are excited about the
opportunity to have you join our Company.
Very truly yours,
/s/ James Pekarsky
James Pekarsky
Chief Executive Officer,
Virage Logic
/s/ Tushar Gheewala 5/24/02
- ---------------------------------------- ---------------
Signature of Tushar Gheewala Date
ATTACHMENT A
"CAUSE" means:
(i) Executive's willful and material misappropriation of
the funds or property of the Company;
(ii) Executive's use of alcohol or illegal drugs,
materially interfering with the performance of the Executive's
obligations under his employment agreement with the Company;
(iii) Executive's conviction in a court of law of, or
entering a plea of guilty or no contest to, any felony;
(iv) Executive's willful misconduct in the performance of
or egregious inattention to his duties, which willful misconduct
or egregious inattention has resulted or is likely to result in
substantial and material damage or loss of a reasonably
attainable and material opportunity to the Company; or
(v) the material breach by Executive of the restrictive
covenants contained the Noncompetition Agreement between
Executive and the Company, which breach causes material damage to
the Company;
provided that in any such case Executive has been given written notice by the
board of directors of the Company and has not cured or corrected the action or
breach within 30 days after such written notice; provided further that no act or
failure to act on Executive's part shall be deemed "willful" unless done or
omitted to be done by Executive not in good faith and without reasonable belief
that Executive's action or omission was in the best interest of the Company.
"DISABILITY" means that the Executive shall be unable to perform
his duties hereunder by virtue of illness or physical or mental incapacity or
disability (from any cause or causes whatsoever) in substantially the manner and
to the extent required hereunder prior to the commencement of such disability
and the Executive shall fail to perform such duties for periods aggregating 180
days, whether or not continuous, in any continuous period of 270 days.
"GOOD REASON" means:
(i) a material diminution in Executive's job title,
position, duties or responsibilities or a reduction in
Executive's base salary, bonus opportunity or employee benefits;
(ii) a change such that Executive reports to any office
other than the Chief Executive Officer of the Company or its
successor;
(iii) failure by the Company to pay Executive any
compensation otherwise vested and due if such failure continues
for ten business days following notice to the Company thereof;
(iv) relocation of Executive's office more than 20 miles
from Parent's headquarter offices as of the date hereof; provided
that Executive continuing to work in the location where the
offices of In-Chip are located immediately prior to the Merger
shall not constitute "Good Reason" for purposes of this clause
(iv);
(v) the requirement by the Company that Executive travel
outside the San Francisco Bay/San Jose Area for more than ten
days per month over a four consecutive month period; or
(vi) failure of the Company to obtain the assumption of
the Employment Agreement by any successor to substantially all of
the stock, assets or business of the Company.
"CHANGE OF CONTROL" means the occurrence of any of the following:
(i) consummation of any reorganization, merger or
consolidation (each a "Reorganization"), unless following such
Reorganization more than 50% of the outstanding equity of the
entity resulting from such Reorganization continues to be
beneficially owned, directly or indirectly, by Persons
beneficially owning more than 50% of the outstanding equity
before such Reorganization;
(ii) the sale or other disposition of all or substantially
all of its assets;
(iii) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act as in effect on
the date hereof), directly or indirectly, of securities
representing more than 30% of the combined voting power of the
then outstanding securities; provided that no Change of Control
shall be deemed to occur (A) if Adam Kablanian acquires up to 40%
of the combined voting power of Parent or (B) by reason of
Parent's ownership of all of the securities of the Surviving
Corporation; or
(iv) individuals who at the beginning of any two-year
period constituted the board of directors of such company and any
new directors, whose election by the board or nomination for
election by such company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who
either were the directors at the beginning of the period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the
board;
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provided, however, that a transaction shall not constitute a Change of Control
if its sole purpose is to change the state of incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held the company's securities immediately before such transaction.
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ATTACHMENT B
NONCOMPETITION/NONSOLICITATION AGREEMENT
This Noncompetition/Nonsolicitation Agreement (this "AGREEMENT")
is made this 23rd day of May, 2002 by and between In-Chip Acquisition, Inc., a
California corporation (the "COMPANY"), and Tushar Gheewala (the "EXECUTIVE").
This Agreement is a condition of closing under an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT") by and among Virage Logic Corporation, a
Delaware corporation ("Parent"), the Company, a California corporation and
wholly-owned subsidiary of Parent, and In-Chip Systems, Inc., a California
corporation ("Target").
1. The Executive agrees and acknowledges it is a legitimate interest of the
Company, and reasonable and necessary for the protection of the
confidential information, goodwill and business of the Company, that the
Executive make the covenants contained herein and that the Company would
not have entered into this Agreement and Parent would not have entered
into the Merger Agreement without the covenants set forth in this
Agreement.
2. The parties hereto also agree and acknowledge that the covenants given
in this Agreement are incident to the sale of the business and goodwill
of Target under the Merger Agreement, and that such covenants are being
given for the benefit of the Company. Accordingly, the Executive
agrees that during the period that he is employed by the Company and,
except as set forth in paragraph 16 of this Agreement, thereafter
through the later of (x) the third anniversary of the Closing Date (as
defined in the Merger Agreement) and (y) one year after the Date of
Termination (such period being referred to as the "RESTRICTED PERIOD"),
he shall not, as an individual, employee, consultant, independent
contractor, partner, shareholder, or in association with any other
person, business or enterprise, except on behalf of the Company,
directly or indirectly, and regardless of the reason for his ceasing to
be employed by the Company:
(i) Except with the prior written consent of the Company's
Board of Directors, become an adviser, principal, agent,
affiliate, promoter, partner, officer, director, employee,
stockholder (except passive investments of not more than 5% of
the total outstanding capital stock of a publicly held company),
owner, co-owner, consultant, or member of any of Artisan, Virtual
Silicon, Avant!, Dolphin, Nurlogic or LEDA or any successor
thereof (each, a "RESTRICTED COMPANY"); provided that on January
1 and July 1 of each year prior to notice of termination of your
employment with the Company, the Company may, upon written notice
to you, revise the list of Restricted Companies so long as each
Restricted Company directly competes with the business of the
Company and the number of Restricted Companies at any time does
not exceed six companies; provided further that in the case of
any company whose
principal business does not compete with that of the Company, the
term "Restricted Company" shall only apply to any division or
divisions of such company that are in direct competition with the
Company;
(ii) attempt in any manner to solicit from any customer
business of the type performed by the Company or to persuade any
customer to cease to do business or to reduce the amount of
business which any such customer has customarily done or is
reasonably expected to do with the Company, whether or not the
relationship between the Company and such customer was originally
established in whole or in part through the Executive's efforts;
(iii) solicit, persuade or attempt to persuade any
employee of or exclusive consultant to the Company to leave the
employ of the Company or to become employed as an employee or
retained as a consultant by any person, firm or entity other than
the Company; or
(iv) render to or for any customer any services of the
type which are rendered by the Company.
3. As used in this Agreement, the term "COMPANY" shall include Parent and
subsidiaries and affiliates of the Company and Parent, and the term
"CUSTOMER" shall mean (1) anyone who is a customer of the Company on the
Date of Termination, or if the Executive's employment shall not have
terminated, at the time of the alleged prohibited conduct (any such
applicable date being called the "DETERMINATION DATE"); and (2) anyone
who was a customer of the Company at any time during the one year period
immediately preceding the Determination Date. In addition, if the
customer is part of a group of companies which conducts business through
more than one entity, division or operating unit, whether or not
separately incorporated (a "CUSTOMER GROUP"), the term "customer" as
used herein shall include each entity, division and operating unit of
the Customer Group where the same management group of the Customer Group
has the decision making authority or significant influence with respect
to contracting for services of the type rendered by the Company.
4. For purposes of this Agreement, "CONFIDENTIAL INFORMATION" includes all
confidential or proprietary information about the Company and its
customers, including but not limited to, trade secrets, methods, models,
passwords, access to trade secrets, methods, technical data, models,
passwords, access to computer files, financial information and records,
computer software programs, Company Intellectual Property as defined in
the Merger Agreement, agreements and/or contracts between the Company
and its customers, customer contacts, customer preferences, marketing
plans, creative policies and ideas, marketing promotions, corporate
sponsorship tie-ins/program development, patents, patent applications
and strategies, television, radio and print advertising support,
annual/strategic
2
planning, media relations, general marketing promotion development,
sweepstakes programs and premium offers, advertising campaigns, creative
and media materials, sales promotions and campaigns, special events
materials, budgets, practices, concepts, strategies, methods of
operation, financial or business projections of the Company, and
information about or received from customers and other companies with
which the Company does business.
5. In the course of the Executive's employment with the Company he will
acquire and have access to confidential information. The Executive is
aware that the confidential information is not readily available to the
public and accordingly, the Executive also agrees that he will not at
any time (whether during the term of his employment with the Company or
after termination of this Agreement), disclose to anyone (other than to
his spouse or to his counsel in the course of a dispute arising from the
alleged disclosure of confidential information or as required by law)
any confidential information, or utilize such confidential information
for his own benefit, or for the benefit of third parties.
6. During the term of his employment with the Company, the Executive agrees
not to plan or otherwise take any preliminary steps, either alone or in
concert with others, or on his own behalf, or on behalf of any other
person, firm or entity, to join, become employed by, set up or engage in
any business that is or is intended to be competitive with the business
of the Company.
7. The Executive agrees that he will not at any time, either during the
term of his employment with the Company or thereafter, in any way use or
disclose any confidential information to advance any activities which if
taken during the Restricted Period would have violated the provisions of
this Agreement. The Executive agrees that the foregoing restrictions
shall apply whether or not any such information is marked
"confidential".
8. The term "confidential information" does not include information which
(i) is or becomes generally available to the public other than by breach
of this provision or (ii) the Executive learns from a third party who is
not under an obligation of confidence to the Company or a customer of
the Company.
9. In the event that the Executive becomes legally required to disclose any
confidential information, he will provide the Company with prompt notice
thereof so that the Company may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement to permit a particular disclosure. In the event that such
protective order or other remedy is not obtained, or that the Company
waives compliance with the provisions of this Agreement to permit a
particular disclosure, the Executive will furnish only that portion of
the confidential information which he is legally required to disclose
and, at the Company's expense, will cooperate with the efforts of the
Company to
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obtain a protective order or other reliable assurance that confidential
treatment will be accorded the confidential information.
10. The Executive further agrees that all memoranda, disks, files, notes,
records or other documents, whether in electronic form or hard copy
(collectively, the "MATERIAL") compiled by him or made available to him
during his employment with the Company and/or its predecessor (whether
or not the material contains confidential information), and in
connection with the performance of his duties hereunder, shall be the
property of the Company and shall be delivered to the Company on the
termination of the Executive's employment with the Company or at any
other time upon request.
11. Except in connection with the Executive's duties as an employee of the
Company, the Executive agrees that he will not make or retain copies or
excerpts of the material.
12. If the Executive commits a breach or is about to commit a breach, of any
of the provisions of this paragraphs 8, the Company shall have the right
to have the provisions of this Agreement specifically enforced by the
arbitrator agreed to by the parties or by any court having equity
jurisdiction without being required to post bond or other security and
without having to prove the inadequacy of the available remedies at law,
it being acknowledged and agreed that any such breach or threatened
breach will cause irreparable injury to the Company and that money
damages will not provide an adequate remedy to the Company. In addition,
the Company may take all such other actions and remedies available to it
under law or in equity and shall be entitled to such damages as it can
show it has sustained by reason of such breach.
13. The parties acknowledge that:
(i) the type and periods of restriction imposed in the provisions
of this Agreement are fair and reasonable and are reasonably required in
order to protect and maintain the proprietary interests of the Company
described above, other legitimate business interests and the goodwill
associated with the business of the Company, including without
limitation, the business acquired pursuant to the Merger Agreement;
(ii) the time, scope, geographic area and other provisions of
this Agreement have been specifically negotiated by sophisticated
commercial parties, represented by legal counsel, and are given as an
integral part of the transactions contemplated by the Merger Agreement;
and
(iii) because of the nature of the business engaged in by the
Company and the fact that customers can be and are serviced by the
Company wherever they are located, it is impractical and unreasonable to
place a geographic
4
limitation on the agreements made by the Executive herein. If any of the
covenants contained in this Agreement, or any part thereof, are held to
be unenforceable by reason of it extending for too great a period of
time or over too great a geographic area or by reason of it being too
extensive in any other respect, the parties agree:
(x) such covenant shall be interpreted to extend only over
the maximum period of time for which it may be enforceable and/or
over the maximum geographic areas as to which it may be
enforceable and/or over the maximum extent in all other respects
as to which it may be enforceable, all as determined by the court
or arbitration panel making such determination and
(y) in its reduced form, such covenant shall then be
enforceable, but such reduced form of covenant shall only apply
with respect to the operation of such covenant in the particular
jurisdiction in or for which such adjudication is made.
14. The temporal duration of the noncompete/non-solicitation/non-servicing
covenants set forth in this Agreement shall not expire, and shall be
tolled, during any period in which Executive is in violation of any of
the non-solicitation/non-servicing covenants set forth in this
Agreement; and all restrictions shall automatically be extended by the
period of Executive's violation of any such restrictions.
15. Each of the covenants and agreements contained in this Agreement
(collectively, the "PROTECTIVE COVENANTS") is separate, distinct and
severable. All rights, remedies and benefits expressly provided for in
this Agreement are cumulative and are not exclusive of any rights,
remedies or benefits provided for by law or in this Agreement, and the
exercise of any remedy by a party hereto shall not be deemed an
election to the exclusion of any other remedy (any such claim by the
other party being hereby waived). The existence of any claim, demand,
action or cause of action of the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of each Protective Covenant.
The unenforceability of any Protective Covenant shall not affect the
validity or enforceability of any other Protective Covenant or any
other provision or provisions of this Agreement.
16. Notwithstanding any provision herein to the contrary, if Executive is
involuntarily terminated by the Company without Cause or the Executive
voluntarily terminates for Good Reason (both Cause and Good Reason are
defined in Attachment A to the offer letter from the Parent to Executive
dated May 23, 2002), the restrictions imposed by this Agreement shall
terminate one year from the date of Employee's date of termination of
employment with the Company.
5
17. Prior to accepting employment with any person, firm or entity during the
Restricted Period, the Executive shall notify the prospective employer
in writing of his obligations pursuant to this Agreement.
IN-CHIP ACQUISITION, INC.
BY: /s/ James Pekarsky
----------------------------------------
JAMES PEKARSKY
SECRETARY
/s/ Tushar Gheewala
----------------------------------------
TUSHAR GHEEWALA
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Attachment C
VIRAGE LOGIC CORPORATION
EMPLOYEE INVENTION AND CONFIDENTIAL INFORMATION AGREEMENT
In partial consideration and as a condition of my employment or
continued employment with Virage Logic Corporation, a Delaware corporation
(which together with any parent, subsidiary, affiliate, or successor is
hereinafter referred to as the "COMPANY"), and effective as of the date that my
employment with the Company first commenced, I hereby agree as follows:
1. NONCOMPETITION. During my employment with the Company, I will perform
for the Company such duties as it may designate from time to time and will
devote my full time and best efforts to the business of the Company and will
not, without the prior written approval of (i) an officer of the Company if I am
not an executive officer of the Company or (ii) the Board of Directors of the
Company if I am an executive officer of the Company, (a) engage in any other
professional employment, consulting or other activity relating to the actual or
demonstrably anticipated business of the Company or which would otherwise
conflict with my obligations to the Company, or (b) directly or indirectly
participate in or assist any business which is a current or potential supplier,
customer, or competitor of the Company.
2. NONSOLICITATION. During the term of my employment by the Company, and
for twelve months thereafter, I shall not directly or indirectly, without the
prior written consent of the Company, solicit, recruit, encourage or induce any
employees, directors, consultants, contractors or subcontractors of the Company
to leave the employ of the Company, either on my own behalf or on behalf of any
other person or entity.
3. CONFIDENTIALITY OBLIGATION. I will hold all Company Confidential
Information in confidence and will not disclose, use, copy, publish, summarize,
or remove from the premises of the Company any Confidential Information, except
(a) as necessary to carry out my assigned responsibilities as a Company
employee, and (b) after termination of my employment, only as specifically
authorized in writing by an officer of the Company. "CONFIDENTIAL INFORMATION"
is all information related to any aspect of the business of the Company which is
either information not known by actual or potential competitors of the Company
or is proprietary information of the Company, whether of a technical nature or
otherwise. Confidential Information includes inventions, disclosures, processes,
systems, methods, formulae, devices, patents, patent applications, trademarks,
intellectual properties, instruments, materials, products, patterns,
compilations, programs, techniques, sequences, designs, research or development
activities and plans, specifications, computer programs, source codes, mask
works, costs of production, prices or other financial data, volume of sales,
promotional methods, marketing plans, lists of names or classes of customers or
personnel, lists of suppliers, business plans, business opportunities, or
financial statements.
4. INFORMATION OF OTHERS. I will safeguard and keep confidential the
proprietary information of customers, vendors, consultants, and other parties
with which the Company does business to the same extent as if it were Company
Confidential Information. I will not, during my employment with the Company or
otherwise, use or disclose to the Company any
confidential, trade secret, or other proprietary information or material of any
previous employer or other person, and I will not bring onto the Company's
premises any unpublished document or any other property belonging to any former
employer without the written consent of that former employer.
5. COMPANY PROPERTY. All papers, records, data, notes, drawings, files,
documents, samples, devices, products, equipment, and other materials, including
copies and in whatever form, relating to the business of the Company that I
possess or create as a result of my Company employment, whether or not
confidential, are the sole and exclusive property of the Company. In the event
of the termination of my employment, I will promptly deliver all such materials
to the Company and will sign and deliver to the Company the "Termination
Certificate" attached hereto as Exhibit A.
6. OWNERSHIP OF INVENTIONS. All inventions, ideas, designs, circuits,
schematics, formulas, algorithms, trade secrets, works of authorship, mask
works, developments, processes, techniques, improvements, and related know-how
which result from work performed by me, alone or with others, on behalf of the
Company or from access to the Company Confidential Information or property
whether or not patentable, copyrightable, or qualified for mask work protection
(collectively "INVENTIONS") shall be the property of the Company, and, to the
extent permitted by law, shall be "works made for hire." I hereby assign and
agree to assign to the Company or its designee, without further consideration,
my entire right, title, and interest in and to all Inventions, other than those
described in Paragraph 7 of this Agreement, including all rights to obtain,
register, perfect, and enforce patents, copyrights, mask work rights, and other
intellectual property protection for Inventions. I will disclose promptly and in
writing to the individual designated by the Company or to my immediate
supervisor all Inventions which I have made or reduced to practice. During my
employment and for four years after, I will assist the Company (at its expense)
to obtain and enforce patents, copyrights, mask work rights, and other forms of
intellectual property protection on Inventions.
7. EXCLUDED INVENTIONS. Attached hereto as Exhibit B is a list of all
inventions, improvements, and original works of authorship which I desire to
exclude from this Agreement, each of which has been made or reduced to practice
by me prior to my employment by the Company. I understand that this Agreement
requires disclosure, but not assignment, of any invention that qualifies under
Section 2870 of the California Labor Code, a copy of which is attached hereto as
Exhibit C.
8. PATENT APPLICATIONS. If the Company files an original United States
patent application covering any invention of which I am a named inventor, I will
receive an inventor's award commensurate with the company U.S. Patent Award
Program.
9. PRIOR CONTRACTS. I represent that there are no other contracts to
assign inventions that are now in existence between any other person or entity
and me. I further represent that I have no other employments, consultancies, or
undertakings which would restrict and impair my performance of this Agreement.
10. AGREEMENTS WITH THE UNITED STATES GOVERNMENT AND OTHER THIRD
PARTIES. I acknowledge that the Company from time to time may have agreements
with other persons or
with the United States Government or agencies thereof which impose obligations
or restrictions on the Company regarding Inventions made during the course of
work under such agreements or regarding the confidential nature of such work. I
agree to be bound by all such obligations or restrictions and to take all action
necessary to discharge the obligations of the Company thereunder.
11. NO EMPLOYMENT AGREEMENT. I agree that unless specifically provided
in another writing signed by me and an officer of the Company, my employment by
the Company is not for a definite period of time. Rather, my employment
relationship with the Company is one of employment at will and my continued
employment is not obligatory by either myself or the Company.
12. MISCELLANEOUS.
12.1 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California excluding
those laws that direct the application of the laws of another jurisdiction.
12.2 ENFORCEMENT. If any provision of this Agreement shall be
determined to be invalid or unenforceable for any reason, it shall be adjusted
rather than voided, if possible, in order to achieve the intent of the parties
to the extent possible. In any event, all other provisions of this Agreement,
shall be deemed valid, and enforceable to the full extent possible.
12.3 INJUNCTIVE RELIEF; CONSENT TO JURISDICTION. I acknowledge
and agree that damages will not be an adequate remedy in the event of a breach
of any of my obligations under this Agreement. I therefore agree that the
Company shall be entitled (without limitation of any other rights or remedies
otherwise available to the Company and without the necessity of posting a bond)
to obtain an injunction from any court of competent jurisdiction prohibiting the
continuance or recurrence of any breach of this Agreement. I hereby submit
myself to the jurisdiction and venue of the courts of the State of California
for purposes of any such action. I further agree that service upon me in any
such action or proceeding may be made by first class mail, certified or
registered, to my address as last appearing on the records of the Company.
12.4 ARBITRATION. I further agree that the Company, at its
option, may elect to submit any dispute or controversy arising out of or related
to this Agreement for final settlement by arbitration conducted in Alameda
County, California in accordance with the then existing rules of the American
Arbitration Association, and judgment upon the award rendered by the arbitrators
shall be specifically enforceable and may be entered in any court having
jurisdiction thereof.
12.5 ATTORNEYS' FEES. If any party seeks to enforce its rights
under this Agreement by legal proceedings or otherwise, the non prevailing party
shall pay all costs and expenses of the prevailing party.
12.6 WAIVER. The waiver by the Company of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of the same or any other provision hereof.
12.7 BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of the successors, executors, administrators, heirs,
representatives, and assigns of the parties.
12.8 HEADINGS. The Section headings herein are intended for
reference and shall not by themselves determine the construction or
interpretation of this Agreement.
12.9 ENTIRE AGREEMENT; MODIFICATIONS. This Employee Invention and
Confidential Information Agreement contains the entire agreement between the
Company and the undersigned employee concerning the subject matter hereof and
supersedes any and all prior and contemporaneous negotiations, correspondence,
understandings, and agreements, whether oral or written, respecting that subject
matter. All modifications to this Agreement must be in writing and signed by the
party against whom enforcement of such modification is sought.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, I have executed this Employee Invention and
Confidential Information Agreement as of the ___ day of _____, 200_.
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Employee Signature
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Type/Print Employee's Name
Address:
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Fax Number:
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E-mail:
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RECEIPT ACKNOWLEDGED:
VIRAGE LOGIC CORPORATION
By:
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Title:
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EXHIBIT A
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have
I failed to return, any papers, records, data, notes, drawings, files,
documents, samples, devices, products, equipment, designs, computer programs,
and other materials, including reproductions of any of the aforementioned items,
belonging to Virage Logic Corporation, its subsidiaries, affiliates, successors,
or assigns (together, the "COMPANY").
I further certify that I have complied with all the terms of the
Company's Employee Invention and Confidential Information Agreement signed by
me, including the reporting of any Inventions (as defined therein) conceived or
made by me (solely or jointly with others) covered by that agreement.
I further agree that, in compliance with the Employee Invention
and Confidential Information Agreement, I will hold in confidence and will not
disclose, use, copy, publish, or summarize any Confidential Information (as
defined in the Employee Invention and Confidential Information Agreement) of the
Company or of any of its customers, vendors, consultants, and other parties with
which it does business.
Date:
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Employee's Signature
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Type/Print Employee's Name
EXHIBIT B
EXCLUDED INVENTIONS, IMPROVEMENTS, AND ORIGINAL WORKS OF AUTHORSHIP
(please mark N/A and initial if not applicable)
Identifying Number
Title Date Or Brief Description
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EXHIBIT C
CALIFORNIA LABOR CODE
Section 2870. Application of provision providing that employee shall assign or
offer to assign rights in invention to employer.
(a) Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that
the employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require
an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against
the public policy of this state and is unenforceable.
Added Stats 1979 ch 1001 (Section)1; Amended Stats 1986 ch 346 Section 1.