CATC Joseph C. Mendolia Employment Agreement
Exhibit 10.12
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. Joseph C. Mendolia, whose social
security number is ###-##-#### (hereinafter referred to as "Employee"), located
at 392 Photinia Lane, San Jose, CA 95127-2525, as a full time employee under the
following conditions:
1. JOB DESCRIPTION
Employee shall perform all functions required by CATC to manage and grow our
sales and marketing, including but not limited to:
. Set up and implement global corporate sales and marketing strategies
. Set up and manage CATC's domestic and international, OEM and reseller
distribution channels
. Put in place and manage the internal resources required to execute the
sales and marketing plans
. Put in place the necessary processes and procedures to manage the sales and
marketing activities
Further responsibilities are strategic and tactical marketing including, but not
limited to direction and positioning, product definition, alliances, competitive
analysis, pricing, marketing communications, public relations and channel sales
support.
2. COMPENSATION
2.1. Salary:
Employee is paid a monthly salary starting at $8,333.33 ($100,000 per year) and
is exempt from overtime pay. CATC's pay-day is the last day of the month.
2.2. Commission:
CATC will pay Employee a sales commission, based on product sales generated by
Employee. For the first 3 months, until specific sales goals are set for
Employee, CATC will pay Employee every month, as part of the monthly pay check,
$4166.67 as a guaranteed sales commission. After the first 3 months of
employment, CATC will set specific sales goals for Employee and the sales
commission will be tied to Employee's performance relative to these goals.
2.3. Bonus:
CATC may periodically pay Employee achievement bonuses based on meeting certain
objectives as defined by CATC's management.
2.4. 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.
3. BENEFITS
3.1. Stock Option:
When joining the company, Employee will have an option to purchase 150,000 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. See note A, Page 7.
- CONFIDENTIAL -
CATC Joseph C. Mendolia Employment Agreement
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 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 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
- CONFIDENTIAL -
CATC Joseph C. Mendolia Employment Agreement
written authorization from CATC to do so, nor will he use such information apart
from CATC's business without the 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
8.1. At-will Employment
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, including (without limitation) any termination prior to a Change of
Control, 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.
8.2. Severance Benefits
(a) Termination Following a Change of Control. If Employee's employment
terminates at any time within twelve (12) months following a Change of Control,
then Employee shall be entitled to receive the following severance benefits:
(i) Termination other than for Cause; Good Reason. If Employee's
employment is terminated by the Company other than for Cause or if Employee
terminates his employment due to a Good Reason, then Employee shall be entitled
to receive severance pay from the Company in an amount equal to Employee's base
salary for the six calendar month period immediately preceding the Termination
Date. Any severance payment to which Employee is entitled pursuant to this
Section shall be paid by the Company to Employee in cash and in full not later
than thirty (30) calendar days following the Termination Date.
(A) Procedures. In the event Employee believes that the Company
has taken an action that constitutes Good Reason as defined in Section 9. (d),
Employee shall give written notice to the Company in writing setting forth the
basis for such belief. The Company shall have 30 days in which to take action
restoring Employee to the position he was in prior to the Company taking the
action that constituted Good Reason. If the Company takes such action, Employee
shall not thereafter have the right to terminate employment for Good Reason on
account of the actions previously taken by Employee. If Employee fails to notify
the Company within 30 days of the events that constitute Good Reason, Employee
shall not thereafter have the right to terminate his employment for Good Reason
based on those events.
(ii) Voluntary Resignation; Termination For Cause. If Employee's
employment terminates by reason of Employee's voluntary resignation (and not for
Good Reason), or if Employee is terminated for Cause, then Employee shall not be
entitled to receive severance or other benefits except for those (if any) as may
then be established under the Company's then existing severance and benefits
plans and practices or pursuant to other agreements with the Company.
(iii) Disability; Death. If the Company terminates Employee's
employment as a result of Employee's Disability, or such Employee's employment
is terminated due to the death of Employee, then Employee shall not be entitled
to receive severance or other benefits except for those (if
- CONFIDENTIAL -
CATC Joseph C. Mendolia Employment Agreement
any) as may then be established under the Company's then existing severance and
benefits plans and practices or pursuant to other agreements with the Company.
(b) Termination Apart from Change of Control. In the event Employee's
employment is terminated for any reason, either prior to the occurrence of a
Change of Control or after the six (6) month period following a Change of
Control, then Employee shall be entitled to receive severance and any other
benefits only as may then be established under the Company's existing severance
and benefits plans and practices or pursuant to other agreements with the
Company.
9. DEFINITION OF TERMS
The following terms referred to in this Agreement shall have the following
meanings:
(a) Cause. For purposes of this Agreement, the term "Cause" is defined as
any one or more of the following occurrences:
(i) Employee's continued failure to perform his duties and
responsibilities commensurate with the scope and stature of Employee's position
in good faith and to the best of his ability for a period of 30 days after
written notice thereof from the Company to Employee; or
(ii) Employee's conviction by, or entry of a plea of guilty or no
contendere in, a court of competent and final jurisdiction for any crime which
constitutes a felony in the jurisdiction involved; or
(iii) Employee's commission of an act of fraud or misappropriation of
funds, whether prior or subsequent to the date hereof, upon the Company; or
(iv) Employee's breach of a material provision of this Agreement or
Employee's Confidential Information and Invention Assignment Agreement with the
Company; or
(v) Gross negligence by Employee in the scope of his services to the
Company; or
(vi) Employee's commencement of employment (as an employee or a
consultant) with another employer while he is an employee of the Company,
without the prior written consent of the Company; or
(vii) Material nonconformance with the Company's standard business
practices and policies generally, including but not limited to policies against
racial or sexual discrimination or harassment, delivered in writing to Employee.
(b) Change of Control. "Change of Control" means the occurrence of any of
the following events:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) other than Dan Wilnai,
Peretz Tzarnotzky or Philips Semiconductors (or any affiliate of any such
person) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing 75%
or more of the total voting power represented by the Company's then outstanding
voting securities; or
(ii) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company, such surviving entity or
the entity that controls such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets.
- CONFIDENTIAL -
CATC Joseph C. Mendolia Employment Agreement
(c) Disability. "Disability" shall mean that Employee has been unable to
perform his Company duties as the result of his incapacity due to physical or
mental illness, and such inability, at least 26 weeks after its commencement, is
determined to be total and permanent by a physician selected by the Company or
its insurers and acceptable to Employee or Employee's legal representative (such
Agreement as to acceptability not to be unreasonably withheld). Termination
resulting from Disability may only be effected after at least 30 days' written
notice by the Company of its intention to terminate Employee's employment. In
the event that Employee resumes the performance of substantially all of his
duties hereunder before the termination of his employment becomes effective, the
notice of intent to terminate shall automatically be deemed to have been
revoked.
(d) Good Reason. "Good Reason" shall mean (i) without Employee's express
written consent, the significant reduction of Employee's duties, authority or
responsibilities, relative to Employee's duties, authority or responsibilities
as in effect immediately prior to such reduction, or the assignment to Employee
of such reduced duties, authority or responsibilities; (ii) a reduction by the
Company in the base salary of Employee as in effect immediately prior to such
reduction; or (iii) the relocation of Employee to a facility or a location more
than sixty (60) miles from Employee's then present location, without Employee's
express written consent.
(e) Termination Date. "Termination Date" shall mean (i) if Employee's
employment is terminated by the Company for Disability, thirty (30) days after
notice of termination is given to Employee (provided that Employee shall not
have returned to the performance of Employee's duties on a full-time basis
during such thirty (30)-day period), (ii) if Employee's employment is terminated
by the Company for any other reason, the date on which a notice of termination
is given; provided, however, that if within thirty (30) days after the Company
gives Employee notice of termination, Employee notifies the Company that a
dispute exists concerning the termination or the benefits due pursuant to this
Agreement, then the Termination Date shall be the date on which such dispute is
finally determined, either by mutual written agreement of the parties, or a by
final judgment, order or decree of a court of competent jurisdiction (the time
for appeal therefrom having expired and no appeal having been perfected), or
(iii) subject to Section 8.2 (a)(i)(A), if Employee's employment is terminated
by Employee for Good Reason, the date on which Employee delivers the notice of
termination required by such Section to the Company.
10. 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 into by either party with
respect to the subject matter hereof.
(c) Choice of Law. The validity, interpretation, construction and
performance of this 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.
11. EFFECTIVE DATE
This Agreement is effective as of 29 March 1999.
- CONFIDENTIAL -
CATC Joseph C. Mendolia Employment Agreement
12. 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.
- --------------------------------------------------------------------------------
Computer Access Technology Corp. Employee
- --------------------------------------------------------------------------------
Signature: /s/ Peretz Tzarnotzky Signature: /s/ Joseph C. Mendolia
- --------------------------------------------------------------------------------
Peretz Tzarnotzky Name: Joseph C. Mendolia
Vice President
- --------------------------------------------------------------------------------
29 March 1999 Date: March 30, 1999
- --------------------------------------------------------------------------------
Note A: As discussed and agreed, If at time of Initial Public Offering
(IPO) the pool of shares used to create the IPO includes founders shares,
said employee shall have the right to participate in such offering by
submitting shares which would be used in creating the IPO share pool. Under
no circumstances, however, shall the amount of shares submitted by said
employee exceed, as a percentage of holdings, the number of shares
submitted by founders (i.e. founder stock submitted / founder holding =
employee stock submitted / employee holding).
- CONFIDENTIAL -