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EXHIBIT 10.18
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BAY NETWORKS
Terms Summary of Officer Employment Agreement
JULY 15, 1996
A. Purpose: Agreement provides for a fixed term of employment of
the officer by Bay. DURING THE FIXED TERM OF THE
AGREEMENT, THE OFFICER'S EMPLOYMENT CAN ONLY BE
TERMINATED FOR GRAVE CAUSE.
B. Fixed Term: Two years, through June 30, 1998.
C. Grounds for During fixed two year term, EMPLOYMENT CAN NOT BE
termination: TERMINATED except for:
repeated neglect of employee's duties;
criminal misconduct;
unauthorized disclosure of confidential
information;
resignation or acceptance of employment with a
different employer by employee
D. Salary during term: Current salary of officer to be paid bi-weekly
throughout two year term (if raised, then that amount
continues as salary through term).
E. Benefits & vesting: All normal benefits to continue throughout two year
term, INCLUDING VESTING of all previously granted
STOCK OPTIONS.
F. Position and duties: Officer to be vice president of U.S. Sales or such
other office or position as is assigned by the Company
in the future. DURING THE TERM of employment, OFFICER
IS TO DEVOTE HIS FULL TIME to the duties of his
position.
PRIVILEGED & CONFIDENTIAL -- BAY NETWORKS INTERNAL USE ONLY
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of July 1, 1996, is between Bay Networks
Communications, Inc., a Delaware corporation having its principal place of
business at 4401 Great America Parkway, Santa Clara, California 95052-8185
("Company"), and Gene R. Wahlberg ("Employee").
1. EMPLOYMENT. Company hereby employs Employee and Employee hereby accepts
employment upon the terms and conditions hereinafter set forth.
2. TERM. This Agreement shall commence on the date hereof and shall
terminate on the earlier of:
(a) June 30, 1998;
(b) the death of the Employee;
(c) resignation from employment by Employee, or acceptance by employee
of a position with another employer;
(d) in the event of a material breach of this agreement, 30 days after
notice of default and election to terminate is given by the non-defaulting party
to the defaulting party, unless the default is cured within the 30-day period
(provided that Company shall not be required to give Employee 30 days notice of
termination if the breach consists in whole or in part of an act described in
Clause (d) below; or
(e) the date on which notice of termination is given by Company in the
event Employee willfully engages in criminal misconduct, willfully and
repeatedly neglects his duties under this agreement or discloses confidential
information in violation of this agreement.
The exercise of a party's right to terminate this agreement pursuant to Clause
(c) or (d) hereof shall not abrogate such party's rights and remedies in respect
of the breach or other act giving rise to such termination.
3. COMPENSATION.
(a) Company shall pay Employee a base salary of $6,923.08 bi-weekly.
Employee's base salary may be increased during the term of his agreement, in the
discretion of the Company. In the event the base salary is increased during the
term of this Agreement, it shall not thereafter be decreased during the term of
employment.
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(b) Employee shall be entitled to paid vacation in accordance with the
Company's published policies for employees and earned time off.
(c) During the term of his employment, Employee shall be entitled to
participate in employee benefit plans or programs of Company to the extent that
his position, tenure, salary, age, health and other qualifications make him
eligible to participate, subject to the rules and regulations applicable
thereto. Such participation shall include continuation during the term of
employment of vesting under stock options previously granted to Employee in
accordance with the terms of the agreements which govern such stock options.
(d) Employee shall be entitled to reimbursement of all expenses
incurred by him in the performance of his duties, upon submission of
appropriate vouchers in accordance with Company's policy.
4. DUTIES. Employee is engaged as vice-president of the Company. During the
term of this Agreement, Employee shall devote his full-time to the performance
of his duties for the position to which Employee is assigned on behalf of the
Company.
5. DISCLOSURE OF INFORMATION. Employee recognizes and acknowledges that
Company's trade secrets and proprietary information and processes, as they may
exist from time to time, are valuable, special and unique assets of Company's
business, access to and knowledge of which are essential to the performance of
Employee's duties hereunder. Employee acknowledges that he shall continue to
abide by the terms of the agreement relating to protection of confidential
information and assignment of intellectual property rights previously entered
into by Employee and the Company.
6. REMEDIES. If there is a breach or threatened breach of the provisions of
Section 5 of this agreement, Company shall be entitled to a temporary
restraining order and preliminary and permanent injunctions restraining Employee
from such breach. Nothing herein shall be construed as prohibiting Company from
pursuing any other remedies for such breach or threatened breach.
7. LOCATION OF PERFORMANCE. Employee's services will be performed in Santa
Clara, California. The parties acknowledge, however, that Employee may be
required to travel in connection with the performance of his duties hereunder,
8. ASSIGNMENT. This agreement may not be assigned by any party hereto;
provided that Company may assign this agreement:
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(a) to an affiliate so long as such affiliate assumes Company's
obligations hereunder; provided that no such agreement shall discharge Company
of its obligations thereunder.
(b) in connection with a merger or consolidation involving Company or a
sale of substantially all its assets, to the surviving corporation or purchaser,
as the case may be, so long as such assignee assumes Company's obligations
thereunder.
9. NOTICES. Any notice required or permitted to be given under this
agreement shall be sufficient if in writing and sent by certified mail to
Employee at his residence at the address reflected in the Company's personnel
records, or such other address as Employee may request in writing, or to Company
at its address set forth above.
10. WAIVER OF BREACH. A waiver by Company or Employee of a breach of any
provision of this agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such other party.
11. ENTIRE AGREEMENT. This instrument contains the entire of the parties.
It may be changed only by an agreement in writing signed by a party against whom
enforcement of the change is sought.
12. PARTIAL INVALIDITY. If a term of this agreement is declared void or
unenforceable by a court, the remaining terms shall continue to be effective.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day first above written.
COMPANY
Bay Networks Communications, Inc.
By: /s/ Gerald Patton
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Title: Vice-President, Human Resources
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EMPLOYEE
/s/ Gene R. Wahlberg
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Gene R. Wahlberg