EXHIBIT 10.2
August 1, 2003
Monty Johnson Via Fax (919.380.2063)and Federal Express
1250 Dogwood Drive
Greensboro, GA 30642
Dear Monty:
On behalf of Tekelec, I am pleased to offer you employment as President and
General Manager of our Network Signaling Division, on the terms and conditions
set forth in this letter. As President and General Manager, Network Signaling
Division, you will report directly to Tekelec's President and Chief Executive
Officer, will be principally responsible for Tekelec's Network Signaling
Division and will have such other duties and responsibilities as may be
delegated to you from time to time by the President and Chief Executive Officer.
If you accept this offer, your appointment as President and General Manager,
Network Signaling Division, will be effective August 11, 2003 ("start date").
Your compensation and benefits will be as follows:
1. Your annual base salary will be $225,000 (i.e., $8,653.85 per bi-weekly
period).
2. You will be eligible to participate in Tekelec's 2003 Executive Officer
Bonus Plan, under which you will be eligible to receive, in accordance
with the terms of such Plan, (a) quarterly cash bonuses in amounts up to
57.6% of your salary paid during the 2003 third quarter and 76.8% of
your salary paid during the 2003 fourth quarter (based in each quarter
on the Company's achievement of certain financial milestones) and (b) an
annual bonus equal to 12% of your annual base salary earned during 2003
if you achieve certain individual objectives during 2003. The terms of
your participation in any bonus plans after 2003 will be subject to
change and the approval of the Board of Directors of Tekelec.
3. You will receive applicable benefits, including personal time off,
health, dental, vision, long-term disability and life insurance, as are
generally provided to Tekelec's executive officers.
4. You will continue to be offered the opportunity to participate in
Tekelec's Employee Stock Purchase Plan and 401(k) Plan.
5. You will be covered by Tekelec's Officer Severance Plan (a copy of which
is enclosed). For purposes of Section 4(a) of the Officer Severance Plan
and notwithstanding anything to the contrary therein, your office and
title as President and General Manager, Network Signaling Division, will
be treated as the equivalent of Vice President.
6. The Compensation Committee of Tekelec will grant to you nonstatutory
stock options under Tekelec's 1994 Stock Option Plan (the "Plan") to
purchase 100,000 shares of Tekelec Common Stock ("Options"), effective
as of the later of your start date or the date of the Compensation
Committee's action granting such options (the "grant date"). The
exercise price of your Options
EXHIBIT 10.2
will be equal to the closing price of Tekelec's Common Stock on the
grant date (as reported in The Wall Street Journal on the first business
day following the grant date). Your Options will vest and become
exercisable cumulatively in 16 equal quarterly installments of 6,250
shares each, with the first installment vesting on December 31, 2003 and
one additional installment vesting on the last day of each calendar
quarter thereafter as long as you remain an employee of Tekelec. Each
installment of your Options will expire, to the extent previously
unexercised, upon the earlier of four years from the date of vesting or
a date not less than three months after you cease to be a Tekelec
employee as determined in accordance with the terms of the Plan. The
Options will in all respects be subject to the terms and provisions of
the Plan and the stock option agreement evidencing the grant of the
Options.
As with every Tekelec employee, you reserve the right to terminate your
employment at any time for any reason, and we similarly reserve the right to
terminate your employment at any time, with or without cause. We hope and
expect, however, that this will be a long and mutually beneficial relationship.
This letter agreement contains our entire understanding with respect to your
employment as Tekelec's President and General Manager, Network Signaling
Division. The provisions of this letter may be amended only by a writing signed
by you and Tekelec. If you have any questions about the meaning of any of the
terms or provisions included herein, please let me know at your earliest
convenience. This letter agreement shall be construed under the laws of
California.
Monty, we believe that Tekelec can provide you with opportunities for
professional growth and financial return. We look forward to working with you in
your new position and to a mutually fulfilling and rewarding relationship.
If this letter agreement is acceptable to you, then please acknowledge your
acceptance by signing and dating the enclosed copy of this letter agreement
where indicated below and then faxing (fax number: 818.880.0176) and returning
such signed copy to me for receipt no later than August 7, 2003.
Sincerely,
/s/ Fred Lax
Fred Lax
President and Chief Executive Officer
Acknowledged and Accepted:
/s/ Monty Johnson Date: August 6, 2003
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MONTY JOHNSON