EXHIBIT 10.32
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is entered
into effective as of the 1st day of June, 1999, by and between DSP TELECOM,
INC., a California corporation (the "Corporation"), and JOSEPH PERL ("Perl").
RECITALS
A. Effective July 22, 1998, Perl and the Corporation entered into an
Employment Agreement (the "Employment Agreement"), for the provision by Perl of
certain services to the Corporation.
B. Effective June 1, 1999, Perl resigned from his position as Chief
Executive Officer of both the Corporation and of the Corporation's parent
corporation, DSP Communications, Inc. ("DSPC"), which resignation was accepted
by the Boards of the Corporation and of DSPC.
C. Notwithstanding Perl's resignation of his offices, Perl and the
Corporation desire that Perl continue to provide services through August 31,
2001, in a non-policy making role.
D. The Corporation and Perl desire to amend the Employment Agreement
according to the terms and conditions set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained in this Amendment, the parties hereby agree as follows:
1. DUTIES OF PERL. Section 1 of the Employment Agreement
is hereby amended and restated to read in its entirety as follows:
"1. EMPLOYMENT DUTIES. Perl shall act as an advisor to Davidi
Gilo and shall report to Mr. Gilo, in a non-policy making role, on
matters related to the business and affairs of the Corporation and of
DSP Communications, Inc. Notwithstanding anything in the Employment
Agreement to the contrary, Perl shall be entitled to act as a part-time
consultant to other companies that are not directly or indirectly
competitive with the activities of the Corporation or any of its
affiliates and shall cease such activities should they become
competitive."
2. TERM. Section 2 of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:
"2. TERM. This Agreement shall terminate on August 31,
2001, unless terminated sooner under the terms of this Agreement."
3. COMPENSATION.
a. Section 3.c. of the Employment Agreement shall be amended
by so that in 1999, the applicable bonus should be 5/12ths of the amount therein
for calendar year 1999, and after December 31, 1999, no bonus amounts shall be
owing. The 1999 bonus shall be calculated for Perl when it is calculated for
other senior employees with bonuses based upon overall performance of the
Corporation and shall be payable (as to 5/12ths of it only) regardless of
whether Perl remains employed with the Corporation.
b. Section 3.e of the Employment Agreement shall be amended by
striking therefrom the final two sentences, and replacing those sentences with
the following two sentences:
"To the extent that the Sales Price of the home is less than
the Purchase Price, the principal amount due hereunder shall be reduced
by an amount equal to the amount by which the Purchase Price exceeds
the Sales Price; provided that the Corporation is given the option of
purchasing the home at the proposed Sales Price and/or has agreed to
the proposed Sales Price. As used in this Agreement, the term "Purchase
Price" shall mean One Million Seven Hundred Fifty Thousand Dollars
($1,750,000); and "Sales Price" refers to the price paid by a
subsequent buyer of the Perl home less any applicable real estate
brokerage commissions paid by Perl by reason of the sale."
4. SEVERANCE PAY. Section 7.d. of the Employment Agreement is hereby
amended and restated to read in its entirety as follows:
"d. SEVERANCE PAY. (i) If (A) this Agreement is terminated by
the Corporation without cause pursuant to Section 7.a (above), or by
Perl voluntarily, the Corporation shall pay Perl a severance fee equal
to his monthly salary at his then current rate of fixed salary
compensation, multiplied by the number of full months left until the
end of the term stated herein. THE ABOVE SEVERANCE FEE SHALL BE PAYABLE
IN ACCORDANCE WITH THE CORPORATION'S NORMAL PAYROLL PRACTICES, OR SHALL
BE PAYABLE IN FULL AT THE TIME OF SUCH TERMINATION AT THE CORPORATION'S
OPTION.
"(ii) In the event that this Agreement is terminated
pursuant to Section 7.b(i) (above), the Corporation shall pay Perl a
severance fee equal to his monthly salary at his then-current rate of
fixed salary compensation multiplied by the number six (6), but not
more than the number of full months left in the term of the Agreement.
"(iii) In the event that Perl's employment is
terminated pursuant to Section 7.b(ii) or (iii) (above), he shall be
entitled to no severance pay."
5. OTHER TERMS OF EMPLOYMENT AGREEMENT. Except as amended hereby, the
terms and conditions of the Employment Agreement shall remain in full force and
effect.
6. OFFICE. The Corporation shall allow Perl to use an office at the
Corporation's Cupertino facilities for a period ending August 31, 2001, provided
that he is still performing services pursuant to Section 1 (above).
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
DSP TELECOM, INC. JOSEPH PERL
20300 Stevens Creek Blvd., 4th Floor
Cupertino, California 95013
By: /s/ Stephen P. Pezzola /s/ Joseph Perl
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Stephen P. Pezzola, Secretary Joseph Perl
and General Counsel