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1996 Q1 Information Storage Devices, Inc.
EXHIBIT 10.23
[ISD LETTERHEAD]
January 19, 1996
[Employee Name]
[Employee Address]
Re: Your Employment With Information Storage Devices, Inc.
Dear [Name]: {See Attached Schedule}
This letter will set forth the binding agreement of employment (the
"Agreement"), effective as of January 19, 1996 (the "Effective Date"), between
you and Information Storage Devices, Inc., a California corporation ("ISD").
1. EMPLOYMENT AND DUTIES. During the Employment Term, as defined in
Section 3 below, you will serve as {See Attached Schedule} of ISD. You will have
such duties and authority as are customary for, and commensurate with such
position, including _______________________________, and such other reasonable
duties and authority as the Board of Directors of ISD (the "Board") [or the
President of ISD] prescribes from time to time.
2. COMPENSATION.
(a) Salary. For your services hereunder, ISD will pay as
salary to you the amount of ${See Attached Schedule} per month during each of
the calendar years of the Employment Term, as defined in Section 3 below,
prorated for any year in which this Agreement is in effect for only a portion of
the calendar year. Such salary will be paid in conformity with ISD's normal
payroll period. Your salary will be reviewed by the Board from time to time at
its discretion, and you will receive such salary increases, if any, as the Board
in its sole discretion determines.
(b) Bonus. In addition to the salary set forth in Section 2(a)
hereof, you will be eligible starting in fiscal 1996, for an annual bonus
pursuant to a formula, and determined in accordance with criteria, in each case
to be established by the Board of Directors and/or its Compensation Committee,
which formula and criteria will be communicated to you in writing reasonably in
advance of the commencement of the performance period to which such bonus will
relate.
(c) Other Benefits. You will be entitled to participate in and
receive benefits under ISD's standard company benefits plans as in effect from
time to time, including medical insurance, sick leave, and vacation time,
subject to and on a basis
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1996 Q1 Information Storage Devices, Inc.
consistent with the terms, conditions and overall administration of such plans
and ISD policies.
(d) Expenses. During the term of your employment hereunder,
you will be entitled to receive prompt reimbursement from the ISD for all
reasonable business-related expenses incurred by you, in accordance with ISD's
policies and procedures as in effect from time to time, provided that you will
properly account for such business expenses in accordance with ISD's policy.
(e) Deductions and Withholding. All amounts payable or which
become payable under any provision of this Agreement will be subject to any
deductions authorized in writing by you and any deductions and withholdings
required by law.
3. TERM OF EMPLOYMENT.
(a) Term. This Agreement will continue in full force and
effect from and including the Effective Date through and including January 18,
1997, unless sooner terminated or extended as hereinafter provided (the
"Employment Term").
(b) Extension of Term. The term hereof may be extended by a
written amendment to this Agreement signed by both you and ISD.
(c) Early Termination. Your employment with ISD under this
Agreement may be terminated by ISD at any time during the Employment Term by
[the President or] [DELETE FOR DAVE ANGEL] the Board, for any reason and without
cause, upon delivery of written notice by ISD. ISD is not required to give you
any advance notice of termination which, in the sole discretion of ISD, may be
effective immediately upon delivery of written notice to you. You may terminate
this Agreement at any time by giving ISD written notice of your resignation at
least 30 days in advance; provided, however, that the Board may determine upon
receipt of such notice that the effective date of such resignation will be
immediate or some time prior to the expiration of the notice period stated in
your written notice to ISD.
(d) Termination for Cause. Prior to the expiration of the
Employment Term, your employment may be terminated for Cause by the Board,
immediately upon delivery of termination notice thereof to you. For these
purposes, termination for "Cause" will include, without limitation, termination
because of your (i) personal dishonesty, willful misconduct, or breach of
fiduciary duty involving personal profit or (ii) willful violation of any felony
law, in each case as determined in good faith by the Board after consultation
with you to determine the validity of the basis for such termination, or (iii)
willful breach by you of a material provision of this Agreement after written
notice, in reasonable detail as the alleged breach, has been given to you by the
Board and you have had a reasonable opportunity to cure such breach.
(e) Termination Due to Death or Disability. Your employment
hereunder will terminate immediately upon your death. In the event that by
reason of injury, illness or other physical or mental impairment you are (i)
completely unable to perform your services
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hereunder for more than two consecutive months, or (ii) unable in the good faith
judgment of the Board to perform your services hereunder for 50% or more of the
normal working day throughout six consecutive months, then ISD may terminate
your employment hereunder at the end of such two-month or six-month period, as
applicable, by delivery to you of written notice of such termination.
4. PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT.
(a) Termination For Cause, Death or Disability, or Voluntary
Termination. Upon termination of your employment by the Company under Section
3(d) hereof ("Termination for Cause"), Section 3(e) hereof ("Termination Due to
Death or Disability"), or upon your voluntary termination of employment pursuant
to Section 3(c) hereof ("Early Termination"), all salary and benefits hereunder
will cease immediately.
(b) Involuntary Termination After Corporate Transaction or Change of
Control.
(i) Definitions. For purposes of this Section 4(b):
(A) A "Corporate Transaction" is defined as any
corporate reorganization or business combination that is not approved by the
Board and in which the beneficial ownership of 50% or more of the Company's
outstanding voting stock is transferred.
(B) A "Change in Control" will be deemed to occur:
(1) when a person or related group of persons, other than the Company or a
person that directly or indirectly controls, is controlled by or is under common
control with the Company, becomes the beneficial owner (within the meaning of
Rule 13d-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934) of 15% or more of the Company's outstanding voting stock pursuant
to a tender or exchange offer that the Board does not recommend and that the
stockholders of the Company accept; or (2) on the first date within any period
of twenty-four (24) consecutive months or less on which there is effected a
change in the composition of the Board by reason of a contested election such
that a majority of the Board members cease to be comprised of individuals who
either (a) have been members of the Board continuously since the beginning of
such period or (b) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (2)(a) of this paragraph who were still in office at the time such
election or nomination was approved by the Board.
(C) The "Post-Transaction Period" is defined as the
six-month period commencing on the date of a Change of Control or of the closing
or effectiveness of a Corporate Transaction, as applicable, and ending on the
same numerical date in such sixth month as the date upon which such Change of
Control or closing or effectiveness of the Corporate Transaction occurred in the
original month, and if such sixth month period ends in February, and the date
within the original month on which such Change of Control occurred or Corporate
Transaction closed or completed was the 29th, 30th or 31st
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day of such original month, then counting the last day of February as the 29th,
30th or 31st day of the month as applicable.
(D) A "Constructive Termination Event" will be deemed
to have occurred if any of the following actions is taken by the Company and
such action is not reversed in full by the Company within two weeks after the
effective date thereof: (1) your aggregate benefits are [materially] reduced
below those in effect immediately prior to the effective date of such
Constructive Termination Event, and/or (2) your duties and/or authority within
the Company are [materially] decreased following the effective date of such
Constructive Termination Event in a way adverse to you, and/or (3) your title is
changed to a title that, under customary usage within the semiconductor
industry, would be considered to be a lower-level title than your prior title,
(4) you are required to perform your employment obligations (other than routine
travel consistent with that prior to the effective date of such Constructive
Termination Event) at a location more than ___ miles away from your principal
place of work for ISD as such place of work was in effect immediately prior to
the effective date of such Constructive Termination Event.
(ii) Severance Pay For Involuntary Termination Without Cause
During Post-Transaction Period. If at any time during the Post-Transaction
Period (A) your employment is terminated by the Company without cause, pursuant
to Section 3(c) hereof, (but not if your employment is terminated during the
Post-Transaction Period for Cause (under Section 3(d) hereof) or by reason of
your death or disability (under Section 3(e) hereof), nor if you voluntarily
terminate your employment under Section 3(c) hereof except if such voluntary
termination is as a result of a Constructive Termination Event), or (B) a
Constructive Termination Event occurs and you voluntarily terminate your
employment thereafter before such Constructive Termination Event is reversed by
the Company as set forth in Section 4(b)(i)(D) hereof, then from and after the
date of such termination, you will be paid severance pay by ISD, for a period of
six months from and after the date of such termination (prorated for the first
and last month of such six-month period if your employment is terminated other
than at the end of a calendar month) of 2.5 times the total amount of your
annualized salary as in effect immediately prior to such termination or
Constructive Termination Event, to be paid in six equal installments each paid
on the date you otherwise would have been paid your salary had your employment
continued.
(c) Bonus, Benefits; Cooperation. In the event of any termination of
your employment, for whatever reason, you also will be paid, when otherwise due,
any bonus to which you otherwise would be entitled, and to such continuation of
your benefits listed in Section 2(c) hereof as may be provided by Company policy
or required by law. After any such termination of your employment, except to the
extent you are not able to do so by reason of your death or disability, you will
cooperate with ISD in providing for the orderly transition of your duties and
responsibilities to other individuals, as is reasonably requested by ISD.
5. MISCELLANEOUS. This Agreement contains the entire understanding and
sole and entire agreement between the parties with respect to the subject matter
hereof, and supersedes any and all prior agreements, negotiations and
discussions between the parties
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hereto with respect to the subject matter covered hereby and may only be
modified by an agreement in writing signed by ISD and you, and which states the
intent of the parties to amend this Agreement. If any provision of this
Agreement is held to be invalid or otherwise unenforceable, in whole or in part,
the remainder of such provision and the remainder of this Agreement will not be
affected thereby and will be enforced to the fullest extent permitted by law.
Neither this Agreement nor the rights or obligations hereunder will be
assignable by you. ISD may assign this Agreement to any successor of ISD, and
upon such assignment any such successor will be deemed substituted for ISD upon
the terms and subject to the conditions hereof. This Agreement will be binding
upon the successors and assigns of the parties hereof and upon your heirs,
executors and administrators. This Agreement has been negotiated and executed
in, and will be governed by and construed with the laws of, the State of
California. Any notice, request, demand or other communication required or
permitted hereunder will be deemed to be properly given when personally served
in writing, or when deposited in the United States mail, postage pre-paid,
addressed to ISD at the address shown at the beginning of this letter, or to you
at the address shown below, or by facsimile upon confirmation of receipt. Each
party hereto may change its address by written notice in accordance with this
Section 5.
Sincerely,
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David L. Angel
President
[GENE FLATH
CHAIRMAN OF THE BOARD
SIGNS FOR DAVE ANGEL]
ACCEPTED AND AGREED:
- - ----------------------------------------
[Name]
Date signed: , 1996
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Address:
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Facsimile:
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1996 Q1 Information Storage Devices, Inc.
Schedule of Employment Agreement Terms
Name Position Salary
(Section 1) (Section 2(a))
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David L. Angel President & CEO $14,584
James Brennan Vice President, Advanced $11,700
Development
Michael Geilhufe Vice President, Quality and $10,417
Reliability
Genda Hu Vice President, Technology $10,417
Scott Owen Chief Operating Officer $13,334
Carl Palmer Vice President, Engineering $10,834
Felix J. Rosengarten Vice President, Finance and $10,834
Administration, CFO
Richard Schuppert Director, Manufacturing $ 8,487
Engineering
David Sowards Director, Design Engineering $ 8,923
Jenny Twaddle Controller $ 7,219
Alfred Woodhull Vice President, Manufacturing $10,834
Jon Zierk Director, Worldwide Sales $ 7,917
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1996 Q1 Information Storage Devices, Inc.
EXHIBIT 11.01
INFORMATION STORAGE DEVICES, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
March 31,
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1995 1996
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Net income $ 1,089 $ (1,977)
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Weighted average common stock outstanding 6,795 10,235
Common stock equivalents:
Stock options 759 --
Warrants 126 --
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Total shares used in computing net income per share 7,680 10,235
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Net income per share $ .14 $ (.19)
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