CATC Sri Chandran Employment Agreement
EXHIBIT 10.11
EMPLOYMENT AGREEMENT
Computer Access Technology Corporation, a corporation, (hereinafter known as
"CATC"), having its principal place of business at 2403 Walsh Avenue, Santa
Clara, California 95051-1302, is hiring Mr. Sri Chandran, whose social security
number is ___-__-____ (hereinafter referred to as "Employee"), located at 12122
Natoma Ct., Saratoga, CA 95057, as a full time employee under the following
conditions:
1. JOB DESCRIPTION
As part of CATC's technical team, Employee shall perform all functions required
by CATC in connection with the development, manufacturing and technical support
of its products, including but not limited to:
. Lead the development of end-user products including -
. Definition and specifications of new products
. Recruit and manage the development team
. Detailed Logic and Analog design of new products
. Design of enclosures and packaging
. Build and debug prototypes of new products
. Transfer CATC's products to manufacturing
. Develop special test equipment for final product test
. Manage product certifications tests (FCC, UL, etc.)
. Assist in generating technical, sales and marketing literature
. Assist in technical customer support
2. COMPENSATION
2.1. Salary:
Employee is paid a monthly salary starting at $10,833 ($130,000 per year) and is
exempt from overtime pay. CATC's pay-day is the last day of the month.
2.2. Bonus:
CATC will pay Employee a $10,000 achievement bonus upon successfully meeting the
jointly developed goals for the first 6 months of employment. CATC may
periodically pay Employee additional achievement bonuses based on the company
financial performances and on Employee's meeting certain objectives as defined
by CATC's management.
2.3. Performance Reviews:
Employee will have two performance-reviews per year (every 6 months). Changes
in the compensation package will be determined by CATC's management once a year
and will be related to Employee's job performance and to the company revenues
and profits.
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CATC Sri Chandran Employment Agreement
3. BENEFITS
3.1. Stock Option:
When joining the company, Employee will have an option to purchase 100,000 of
CATC's common shares in accordance with CATC's Stock Option plan, subject to
CATC Board of Directors' approval. Additional shares may be granted as part of
the performance review process.
3.2. Health Care:
Medical, Dental and Vision insurance plans are fully paid by CATC for Employee
and dependents
3.3. Pension Plan:
CATC offers its employees a 401K retirement saving plan. The company provides
matching contributions to the plan (currently at 100%) at the discretion of its
Board of Directors.
3.4. Time Off:
CATC recognizes the need for employees to enjoy time away from work to relax and
pursue personal activities. Employee is entitled to the following time off:
. 16 days paid PET (Personal Excused Time) for the first year of service
(1.33 days per month accrual). One additional day per year of service up to
maximum of 20 days per year.
. Paid Holidays for all Holidays that CATC's offices are closed.
Employee should schedule his time off with his supervisor, providing reasonable
notice so that both company and personal needs can be met.
4. EXPENSES
CATC shall reimburse Employee for actual travel expenses incurred while in a
travel status authorized in writing by CATC for reasonable amounts. Said
reimbursement to cover all proper expenses including motel bills, meals, and:
(1) Either the cost of transportation by common carriers; or
(2) A per-mile amount (following Government regulations) when Employee's
automobile is used; and
(3) Other incidental expenses
5. INVENTIONS, PATENT RIGHTS AND COPYRIGHTS
(a) Employee agrees that he will communicate to CATC's management all
inventions made or conceived by him in connection with the performance of the
work contemplated by this Agreement and that he will, without further
consideration, assign all right, title and interest in such inventions to CATC
and will assist CATC and its nominees in every proper way (entirely at CATC
expense) to obtain for its own benefit patents for such inventions in any and
all countries, the invention to be and remain the property of CATC and its
nominees, whether patented or not.
(b) Inventions referred to in the above paragraph means any invention,
improvement, or discovery (whether or not patentable) conceived or actually
reduced to practice either in the
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CATC Sri Chandran Employment Agreement
performance of the experimental, developmental, or research work contemplated by
this Agreement.
(c) Employee agrees that all writings produced by Employee under this contract
shall be the sole property of CATC and CATC shall have the exclusive right to
copyright such writings in any country or countries.
6. CATC'S TRADE SECRETS
Employee agrees he will not, either during or subsequent to the term of this
Agreement, directly or indirectly, divulge to unauthorized persons any secret or
confidential know-how or other information acquired through his association with
CATC, including work in connection with any contract for any department of the
United States Government or other customer, and not known to the industry or
recognized as standard practice, whether acquired or developed by him during the
term of this Agreement or obtained from other employees; and that he will not,
either during or subsequent to the term of this Agreement, directly or
indirectly, publish or disclose to any third party any such information without
written authorization from CATC to do so, nor will he use such information apart
from CATC's business without approval of CATC.
7. TRADE SECRETS OF OTHERS
Employee represents that his performance of all of the terms of this Agreement
and as a Employee to CATC does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by him in
confidence or in trust prior to his execution of this Agreement with CATC, and
he will not disclose to CATC, or induce CATC to use, any confidential or
proprietary information or material belonging to any previous employer or
others. Employee agrees not to enter into any agreement either written or oral
in conflict herewith.
8. EMPLOYMENT TERMS
The Company and Employee acknowledge that Employee's employment will be at-will,
as defined under applicable law. If Employee's employment terminates for any
reason, Employee shall not be entitled to any payments, benefits, damages,
awards or compensation other than as provided by this Agreement, or as may
otherwise be available in accordance with the Company's established employee
plans and practices or pursuant to other agreements with the Company.
9. MISCELLANEOUS PROVISIONS
(a) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by Employee and by an authorized officer of the Company (other than
Employee). No waiver by either party of any breach of, or of compliance with,
any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.
(b) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered by either party with
respect to the subject matter hereof.
(c) Choice of Law. The validity, interpretation, construction and
performance of this
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CATC Sri Chandran Employment Agreement
Agreement shall be governed by the laws of the State of California as applied to
agreements entered into and performed within California solely by residents of
that State.
(d) Withholding. All payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes.
10. EFFECTIVE DATE
This Agreement is effective as of 8 January 1998.
11. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding which exists
among and between the parties relating to the subject matter. There are no
agreements, representations, warranties or statements with respect to the
subject matter hereof except as expressly set forth herein.
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Computer Access Technology Corp. Employee
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Signature /s/ Dan Wilnai Signature: /s/ Sri R. Chandran
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Dan Wilnai, President Name SRI R. CHANDRAN
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8 January 1998 Date 1.16.98
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Start Date: February 2, 1998
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