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EXHIBIT 10.24
[ISD LETTERHEAD]
[Date]
[Employee Name]
[Employee Address]
Re: Your Employment With Information Storage Devices, Inc.
Dear [Name]:
This letter will set forth the binding agreement of employment (the
"Agreement"), effective as of ______________ (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 ______________________ 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")
prescribes from time to time, and you will comply with all reasonable and good
faith policies and directives of the Board in connection therewith.
2. COMPENSATION.
(a) Salary. For your services hereunder, ISD will pay as
salary to you the amount of $__________ per month during the Employment Term, as
defined in Section 3 below, prorated for any partial month. 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 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 benefits plans as in effect from
time to time, including medical insurance, sick leave, and vacation time,
subject to and on a basis 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 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.
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(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 ____________,
199__, and thereafter will continue for successive one-year periods unless
sooner terminated or extended as hereinafter provided (the period from the
Effective Date through the end of the then-current one-year period referred to
herein as the "Employment Term").
(b) Termination At End Of Then-Current One Year Period.
This Agreement, and the Employment Term, may be terminated at the end of any
then-current one year period as described in Section 3(a) hereof, whether the
initial one-year period or subsequent one-year periods, by written notice by
either party to the other given no later than three (3) months prior to the end
of such then-current one-year period.
(c) Termination By You. You may terminate this
Agreement at any time by giving ISD written notice of your resignation at least
thirty (30) days in advance, provided that no such advance notice will be
required if you voluntarily terminate this Agreement as a result of occurrence
of a Constructive Termination Event, as described in Section 4(b) hereof.
(d) Termination for Cause. This Agreement may be
terminated by ISD prior to the expiration of the Employment Term solely for
Cause immediately upon delivery of written notice to you of such termination.
For purposes of this Agreement, "Cause" means, in each case as determined in
good faith by the Board, your (i) personal dishonesty, willful misconduct, or
breach of fiduciary duty involving personal profit, and/or (ii) willful
violation of any felony law, and/or (iii) willful breach 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 hereunder for more than three
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 three-month or six-month period, as applicable, by
delivery to you of written notice of such termination, specifying the effective
date of such termination.
(f) Termination Upon Closing of Corporate Transaction.
This Agreement will terminate automatically upon the closing of a Corporate
Transaction (as defined in Section 4(c) hereof) that occurs during the
Employment Term.
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4. PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT.
(a) Termination For Death or Disability, or Voluntary Termination.
Upon termination of your employment by ISD under Section 3(e) hereof for death
or disability, or upon your voluntary termination of employment pursuant to
Section 3(c) hereof (unless such voluntary termination is as a result of
occurrence of a Constructive Termination Event, as described in Section 4(b)
hereof), all salary and benefits hereunder will cease immediately upon the date
of such termination, and you will be paid, no later than the applicable time
provided by law, all salary accrued and payable, and all benefits and bonus
amount amounts accrued and payable under ISD policies relating thereto, as of
the date of such termination.
(b) Termination By You As A Result of A Constructive Termination
Event. If you voluntarily terminative your employment by ISD as a result of the
occurrence of a Constructive Termination Event, as hereinafter defined (in which
case your written notice to ISD of such voluntary termination will state that it
is as a result of the occurrence of such Constructive Termination Event), you
will be entitled to be paid an amount, as severance, equal to your annual salary
hereunder as in effect immediately prior to the occurrence of such 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.
For purposes of this Agreement, a "Constructive Termination Event" will be
deemed to have occurred at ISD's close of business on the fourteenth (14th) day
after, and including, the first day, that any of the following actions is taken
by ISD and such action is not reversed in full by ISD within such fourteen-day
period unless prior to the expiration of such fourteen-day period you have
otherwise agreed to the specific relevant event in writing: (i) your aggregate
ISD benefits are materially reduced (as such reduction and materiality are
determined by customary practice within the semiconductor industry within the
State of California) below those in effect immediately prior to the effective
date of such Constructive Termination Event, and such reduction is not applied
as part of an overall reduction in benefits in which you are treated
proportionally given your position, length of service, income and other
customary relevant factors, and/or (ii) your duties and/or authority within ISD
are materially decreased or increased from those in effect immediately prior to
such Constructive Termination Event, in a way that is adverse to you, as such
materiality and adverse nature is determined by customary practice within the
semiconductor industry within the State of California and/or (iii) your title is
changed to a title that, under customary practice within the semiconductor
industry within the State of California, would be considered to be a lower-level
title than your prior title, and/or (iv) you are required to perform your
employment obligations with ISD (other than routine travel in the ordinary
course of the ISD's business) at a location more than twenty-five (25) 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.
(c) Termination on Closing of Corporate Transaction.
(i) "Corporate Transaction" Defined. For purposes of this
Section 4(c), a "Corporate Transaction" is defined as (i) a merger or
acquisition in which ISD is not the surviving entity (except for a merger of ISD
into a wholly-owned subsidiary, and except for a transaction the purpose of
which is to change the State in which ISD is incorporated), (ii) the
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sale, transfer or other disposition of all or substantially all of the assets of
ISD or (iii) any other corporate reorganization or business combination, and in
which the beneficial ownership of 50% or more of ISD's outstanding voting stock
is transferred.
(ii) Severance Payment on Closing of Corporate
Transaction. Upon the closing of a Corporate Transaction, provided you are
employed hereunder at the date of such closing, then unless you and ISD have
agreed otherwise in writing, ISD will pay you, as a one-time, lump sum severance
payment, an amount equal to two and one-half (2(OMEGA)) times your annual salary
hereunder as in effect immediately prior to such closing.
5. ACCELERATION OF OPTIONS.
(a) Acceleration of Options. Subject to the provisions of
Section 5(b) hereof, immediately prior to the closing of a Corporate
Transaction, the exerciseability of each option granted to you to purchase
shares of ISD's Common Stock that is outstanding immediately prior to the
closing of such Corporate Transaction, will be automatically accelerated so that
each such option will, immediately prior to the closing date for the Corporate
Transaction, become fully exerciseable with respect to the total number of
shares issuable upon exercise thereof and may be exercised prior to the closing
of such Corporate Transaction for all or any portion of such shares.
(b) Automatic Nullification of Acceleration Provisions
Under Certain Conditions. Notwithstanding the provisions of Section 5(a) hereof,
if ISD proposes to close a Corporate Transaction that requires, as a condition
of such transaction, that such Corporate Transaction be accounted for as a
pooling of interest, and if, solely as a result of the operation of the
provisions of Section 5(a) hereof (together with the operation of any equivalent
provision of any written agreement or agreements entered into between ISD and
any other of ISD's executive officers), such Corporate Transaction is, or on its
closing will be, in the good faith judgment of the independent accountants of
ISD and/or of the independent accountants of the other party or parties to such
Corporate Transaction, which determination will be communicated in writing to
ISD, prohibited from being accounted for as a pooling of interest, and that the
nullification of the provisions of Section 5(a) would allow such Corporate
Transaction to be accounted as a pooling of interests, then the provisions of
Section 5(a) hereof will be deemed to be nullified and void automatically upon
delivery of such written determination to ISD, without any discretion on your
part or on the part of ISD, and such options will not accelerate as provided in
Section 5(a) and instead will be exerciseable to the extent provided therein. If
such Corporate Transaction does not close, then the provisions of Section 5(a)
hereof will revive and apply again thereafter, subject still to the provisions
of this Section 5(b).
6. MISCELLANEOUS. This Agreement contains the entire
understanding and agreement between the parties with respect to the subject
matter hereof, and supersedes any and all prior agreements, negotiations and
discussions between the parties 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 be enforced
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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 prepaid, 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 6.
Sincerely,
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David L. Angel, President
[EUGENE FLATH, CHAIRMAN OF THE BOARD]
[SIGNS FOR DAVE ANGEL]
ACCEPTED AND AGREED:
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[Name]
Date signed: , 199
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Address:
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Facsimile:
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Schedule of Employment Agreement Terms
Name Position Salary
(Section 1) (Section 2(a))
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David L. Angel President & CEO $ 14,584
Felix J. Rosengarten Vice President, Finance $ 10,834
and Administration, CFO