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Exhibit 10.62
(Typed on Alpha Microsystems Letterhead)
November 15, 1997
Jeffrey J. Dunnigan, CPA
209 Tarocco
Irvine, California 92720
Dear Jeffrey:
Alpha Microsystems is pleased to offer you the position of Chief Financial
Officer and Vice President of Finance and Administration reporting to Doug
Tullio, President and Chief Executive Officer. Your projected start date is
Monday, December 1, 1997. The following sets forth the terms and conditions of
your employment:
* Monthly base salary of $10,000, payable on Alpha Microsystems regular
payroll schedule.
* Annual Bonus Incentive of 30% of your base salary at 100% of plan
achievement. The 1998 Fiscal Year Bonus Incentive will be prorated. The
measurement factors and basis for payment for this plan will be
determined by the Compensation Committee of Alpha Microsystems' Board
of Directors.
* Contingent upon approval by the Stock Option Committee of the Board of
Directors, you will receive Incentive Stock Options for 100,000 shares
based on the closing price on Monday, December 1, 1997. Vesting and
other terms will be set forth in a separate Incentive Stock Option
Agreement to be signed by you and Alpha Microsystems.
* All medical, dental, long term disability and life insurance benefits
applicable to employees generally commence on the first day of the
month following hire. Employee coverage of company paid life insurance
equals twice your annualized base pay. Medical and dental insurance for
you and your eligible dependents is provided. Employee contributions
for medical/dental coverage vary, depending on the type of plan.
* You will be eligible to participate in the Alpha Microsystems Profit
Sharing 401(k) Plan beginning July 1, 1997.
* This offer is conditional upon successful verification of prior
employment, references and approval by the Board of Directors.
* All employment with Alpha Microsystems is for an unspecified term, is
continued at the mutual consent of the parties, and may be terminated
by either party at any time.
In addition to your base compensation, you will be eligible for vacation,
holidays, sick leave, health insurance, and other employee benefits under the
terms and conditions of the then existing Alpha Microsystems policies,
commensurate with other Alpha Microsystems employees at the same level as you.
Except as required in the performance of your duties, you will not at any time
during or after your employment use, disclose or disseminate any confidential
information, or any other information of a secret, proprietary, confidential or
generally undisclosed nature, relating to Alpha Microsystems, or its products,
services, clients, methods or procedures. You shall deliver to Alpha
Microsystems any and all copies of
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confidential information, or other Alpha Microsystems property, upon the
termination of the employment relationship, or at other time upon Alpha
Microsystems' request.
To the fullest extent allowed by law, any controversy, claim or dispute between
you and Alpha Microsystems (and/or any of its owners, employees or agents)
relating to or arising out of your employment or the cessation of that
employment will be submitted to final and binding arbitration in Orange County,
California, for determination in accordance with the American Arbitration
Association's National Rules for the Resolution of Employment Disputes as the
exclusive remedy for such controversy, claim or dispute. Possible disputes
covered by the above include (but are not limited to) wage, contract,
discrimination, or other employment-related claims under laws known as Title
VII, Fair Employment and Housing Act, Americans and Disabilities Act, Age
Discrimination in Employment Act, and any other statutes or laws relating to an
employee's relationship with his employer. However, claims for workers'
compensation benefits and unemployment insurance are not covered by this
arbitration agreement, and such claims may be presented by you to the
appropriate court or state agency as provided by California law. Judgment on the
award issued by the arbitrator may be entered in any court having jurisdiction
thereof.
This letter and the terms and conditions of employment contained herein
supersede and replace any prior understandings or discussions between you and
Alpha Microsystems regarding your employment. This letter sets forth the
complete agreement between you and Alpha Microsystems regarding your employment,
and may only be amended by an instrument in writing signed by both parties.
Jeffrey, all of us at Alpha Microsystems are looking forward to your joining our
organization.
Sincerely,
- ------------------------------------- ---------------------------------
Doug Tullio Michelle A. Duggin
President and Chief Executive Officer Human Resources Manager
Please indicate your acceptance by signing on the line below and returning a
copy to me:
Accepted: Date:
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