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Exhibit 15
CONFIDENTIAL
LETTER AGREEMENT
October 13, 1999
Stephen P. Pezzola
40 Yorkshire Drive
Oakland, CA 94618
Dear Mr. Pezzola:
This letter, if accepted, sets forth the terms of your employment with DSP
Communications, Inc. ("DSP") and/or Intel Corporation or any of its subsidiaries
(collectively, the "Company"), after the time that Intel accepts shares for
payment pursuant to the Offer as defined in the Agreement and Plan of Merger
among DSP, Intel Corporation and CWC Acquisition Corporation ("Merger") and is
contingent on the occurrence of the acceptance of such shares ("Assumption
Time"). If you accept this offer, it would take effect as of the Assumption
Time.
The terms of the Employment Agreement of Stephen P. Pezzola with DSP made and
entered into effective as of August 12, 1999 ("Employment Agreement") and
attached here as Exhibit A will continue to apply in all respects except as
follows:
1. You shall remain an employee of DSP or the Company until March 31, 2000
(the "Employment Period"). Notwithstanding anything to the contrary in your
Employment Agreement, at the end of the employment period you will voluntarily
terminate your employment and shall be entitled to severance in the amount of
$50,000. You and the Company hereby agree that this Paragraph 1 constitutes
notice of termination of employment under Paragraph 8a. of your Employment
Agreement and that no further notice is required.
1A. Further Payments. If any portion of any payments or benefits received by
you, whether payable pursuant to the terms of your Employment Agreement or any
other plan, agreement or arrangement with DSP, shall be subject to tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended by any
successor statutory provision, the Company shall promptly pay to you such
additional amounts as are necessary so that, after taking into account any tax
imposed by such Section 4999 (or any successor statutory provision), and any
federal, state and local income and employment taxes and excise tax payable on
any such additional amounts, you are in the same after tax position you would
have been if such Section 4999 (or any successor statutory provision) did not
apply to payments or benefits so received by you.
2. You will continue, during the Employment Period, to perform services in
the manner in which you have been performing services for DSP and its
affiliates, subject to the modifications indicated in this Letter Agreement. You
will make yourself available to the Company for approximately ten hours per
week, on a non-cumulative basis, during the Employment Period. You may perform
such services, at your election, either in Cupertino, California or Oakland,
California, and you shall make yourself reasonably available for phone
consultations and occasional meetings at sites other than Cupertino, California
or Oakland, California within the ten hours per week.
3. You agree to execute a proprietary information and inventions agreement,
similar to the one attached hereto as Exhibit C, but reasonably acceptable to
you, which shall apply to any matter covered by any similar agreement between
you and DSP and any additional documents as reasonably required by Intel
Corporation memorializing the above terms.
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4. You agree that there were no promises or commitments made to you
regarding your employment with DSP or the Company except as set forth in the
Employment Agreement or this Letter Agreement. You acknowledge that you have
been given the opportunity to review this Letter Agreement prior to its
execution, that you understand its contents, and that you have been given the
opportunity to consult with an attorney.
5. You agree to pay back any loans made to you by DSP (as set forth on the
attached Exhibit D) pursuant to the terms of such loans and agree that to the
extent permitted by applicable law, that DSP or the Company may offset any
amounts due and owing under such loans by any amounts due and owing under this
Letter Agreement or the Employment Agreement. Notwithstanding the above, in no
event may any loan(s) be repaid any later than the last day of your Employment
Period
6. This Letter Agreement may be amended or altered only in a writing
signed by you and Intel Corporation. This Agreement shall be construed
and interpreted in accordance with the laws of California. Each provision of
this Agreement is severable from the others, and if any provision hereof shall
be to any extent unenforceable, it and the other provisions shall continue to
be enforceable to the full extent allowable, as if such offending provision had
not been a part of this Agreement.
INTEL CORPORATION,
a Delaware corporation
By: /s/ ARVIND SODHANI
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Name: Arvind Sodhani
Title: Treasurer
I agree to the terms and conditions in this Letter Agreement.
Date: October 14, 1999
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/s/ STEPHEN PEZZOLA
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Stephen Pezzola
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