EXHIBIT 10.21
January 3, 1997
Truman Cole
51 Hawthorn Drive
Atherton, CA 94027
Dear Truman:
This letter represents the agreement between you and Network Peripherals Inc.
(the "Agreement") regarding your separation from the Company.
1. Termination
a) Your last day as an Officer and employee of Network Peripherals Inc. (NPI)
will be May 15, 1997 (your "Termination Date). Through that date you will
continue to carry out all your existing duties as Vice President and Chief
Financial Officer in a professional manner, consistent with your past
performance and the responsibilities of the position.
b) Your current salary and existing employee benefits will remain in effect
through your Termination Date.
c) The executive bonus for 1996 will be determined in accordance with the
agreed upon terms of the executive bonus program and paid to you at the
same time as other bonuses are distributed to executive officers. You will
not be eligible for an executive bonus for 1997.
d) The Salary Continuation Agreement dated May 24, 1996 between you and NPI
will end on your Termination Date.
e) The Indemnity Agreement dated June 28, 1994 between you and NPI will remain
in full force and effect after the Termination Date and continue in full
force and effect throughout the consulting period defined in paragraph 3,
below.
2. Early Termination
With a minimum of 30 days prior written notice, NPI may change your Termination
Date described in paragraph 1.a., above, to any date prior to May 15, 1997, but
in no event later than May 15, 1997 unless agreed in writing by both parties.
3. Consulting
a) Effective upon your Termination Date you will become a consultant to the
Company reporting directly to me.
b) The consulting period shall continue until the earlier of:
- November 15, 1997; or,
- That date on which you become a full-time employee of another company.
You agree to promptly notify NPI on, or before, the date that this
occurs.
- That date on which you consult, or enter into an agreement to consult,
for a competitor of NPI. Consulting for a competitor shall result in
immediate termination of the benefits described in sections 3.c. and
3.d. of this Agreement.
AGREEMENT BETWEEN NPI & TRUMAN COLE
JANUARY 3,1997
PAGE 2 OF 3
c) As a consultant, you will be paid $11,250 per month, in two equal
installments on the 15th and last day of each month, less any required
withholdings.
d) You will continue to receive existing health care coverage pursuant to
COBRA and NPI will pay the costs of such coverage during this consulting
period. Additionally, NPI agrees to reimburse you for any out-of-pocket
expenses incurred as a result of your consulting activities with such
reimbursement subject to NPI's normal travel and expense reimbursement
policy. If requested by you, NPI will provide continued use of voicemail
and email during the consulting period.
e) Your existing stock options will continue to vest throughout the consulting
period, and you will have 90 days following the end of the consulting
period in which to exercise any vested options.
f) During the consulting period you agree to be available by phone or in
person, as may be mutually agreed, with respect to accounting, financial,
investor relations and other related matters. Additionally, you agree to
use reasonable efforts to make yourself available, by phone or in-person,
to support NPI in its litigation with Extreme Networks, including
depositions and other activities. It is understood that your duties
relative to these consulting activities will not exceed a total of 24 days
during the consulting period. If you agree to provide consulting services
in excess of 24 days, you will be compensated for such consulting at the
rate of $2,800 per day.
4. Release
In exchange for the benefits described above, you and your successors and
assigns release and absolutely discharge the Company and its stockholders,
directors, employees, agents, attorneys legal successors and assigns of and from
any and all claims, actions and causes of action, whether now known or unknown,
which you now have, or at any other time had, or of any matter, cause fact,
thing act or omission whatsoever occurring or existing at any time to and
including the date hereof, including, but not limited to, any claims of wrongful
termination, breach of contract or national origin, race, age sex or other
discrimination under the Civil Rights Act of 1964 the Age Discrimination In
Employment Act of 1967, the Americans with Disabilities Act, the Fair Employment
and Housing Act or any other applicable law. You hereby waive any right or
benefit which you have or may have under section 1542 of the Civil Code of the
State of California, to the full extent that you may lawfully waive such rights
and benefits, pertaining to the subject matter of this general release of
claims. You acknowledge that you have read section 1542 of the Civil Code of the
State of California that is set forth below in its entirety:
A general release does not extend to claims that the creditor does not
know or suspects exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor.
5. Proprietary Information Agreement
You acknowledge and agree that you shall continue to be bound by, and comply
with, the terms of any proprietary rights or confidentiality agreements between
the Company and you.
6. Non-solicitation of employees
You agree that for a period of one year after your Termination Date, you shall
not, either directly or indirectly, solicit the services, or attempt to solicit
the services of any employee of NPI or its affiliated entities to any other
person or entity.
7. Non-disclosure
Both NPI and you agree that neither party shall directly or indirectly disclose
any of the terms of this Agreement to anyone (other than your immediate family
or counsel), except as such disclosure may be required for accounting or tax
reporting purposes or as may be required by law. Further, the timing and content
of any public announcements of your separation from the Company must be mutually
agreed between you and NPI.
8. Recovery of legal costs
The prevailing party shall be entitled to recover from the losing party its
attorneys' fees and costs incurred in any lawsuit or other action brought to
enforce any right arising out of this Agreement.
9. Entire agreement
This letter constitutes the entire agreement between the parties with respect to
the subject matter hereof, and supersedes all prior negotiations and agreements,
whether written or oral, with the exception of the agreements described in
paragraphs 1.d., 1.e. and 5. This Agreement may not be altered or amended except
by a written document signed by the Company and you.
Sincerely,
/s/ Pauline Lo Alker
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Pauline Lo Alker
President and Chief Executive Officer
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I understand that I should consult with an attorney prior to signing this
Agreement and that I am giving up any legal claims I have against the Company by
signing this Agreement. Further, I understand that I may have 21 days to
consider this Agreement, that I may revoke it at any time during the 7 days
after I sign it and that it shall not become effective until that 7 day period
has passed. I further acknowledge that I am signing this Agreement knowingly,
willingly and voluntarily in exchange for the benefits described in Paragraphs 1
through 3, above.
/s/ Truman Cole
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Truman Cole Date