EXHIBIT 10.10
EMPLOYMENT AGREEMENT
Employee: MOSHE GUY ID. No. _______________
This Agreement is entered into as of February 25, 1999 by and
between Summit Design (EDA), Ltd., an Israeli corporation
(hereinafter "EDA"), a wholly owned subsidiary of Summit
Design, Inc., a Delaware corporation (hereinafter "Summit"),
and the above referenced employee (hereinafter "Guy ").
1. EMPLOYMENT AND DUTIES:
EDA hereby employs Guy to serve and perform for Summit and EDA in the
role of President of EDA and Chief Technology Officer of Summit,
reporting to the Chief Operating Officer or President or Chief
Executive Officer of Summit. Guy agrees to perform the duties of this
position to the best of his ability, and to devote full time and
attention to the transaction of Summit's and EDA's business.
2. TERM:
(a) This Agreement shall have a term of four (4) years, unless
sooner terminated in accordance with subsections 2(b) and/or
2(c) below. Both parties acknowledge that the employment
created herein is employment-at-will, and may be terminated
with or without cause under the terms stated herein.
(b) Notwithstanding the foregoing, this Agreement may be
immediately terminated by EDA in the event (i) that Guy
resigns or willfully abandons the duties of his position, (ii)
Guy engages or becomes engaged in any criminal or unethical
practice which the Board determines is detrimental or harmful
to the good name, goodwill, or reputation of Summit or EDA, or
which does or could adversely effect the interests of Summit
and EDA or (iii) of Guy's death or disability.
(c) In the event that this Agreement is terminated by EDA for any
reasons other than those specified in paragraph 2(b) or in the
event Summit and/or EDA has required (in writing) Guy to
perform in any role that does not include President of EDA
without Guy's consent (in writing), then
(i) EDA shall pay Guy his then-current monthly Base
Salary plus the Fringe Benefits described in Sections
7(b)(i), (ii) and (iii), each for a total of fifteen
(15) months minus any amount and period provided for
by Managers Insurance (bituach menahalim) as defined
in Section 7(b). This total period is
the ("Severance Period"). Notwithstanding the
foregoing, as a condition precedent to Guy receiving
these monthly payments and benefits, Guy must
execute the Settlement Agreement in the form
attached hereto as ANNEX A and the seven (7) day
revocation period referenced in Section 7 thereof
shall have expired.
(ii) In addition, the unvested portion of the stock
option granted to Guy on February 25, 1999
exercisable for 100,000 shares of Summit's Common
Stock shall automatically accelerate and such
option shall be fully exercisable. Notwithstanding
the foregoing, if it is determined by Summit's
independent public accountants that the grant of
the option or the acceleration of the vesting of
the option would preclude accounting for a
transaction as a pooling of interests for
financial accounting purposes, the granting of the
option or this acceleration provision, as the case
may be, shall be null and void.
(d) It is agreed that in no way does the entering into this
Agreement cause a break in Guy's employment continuity at EDA
(the start date of which is as set forth in Guy's employment
agreement with EDA attached as Exhibit (A)), and until Guy is
no longer employed by EDA, his employment shall be considered
continuous under Israeli law.
3. COMPENSATION:
In consideration of the services to be performed by Guy, EDA agrees to
pay Guy a base salary of 721,800 New Israeli Schekels per year ("Base
Salary") and Fringe Benefits as defined in Section 7(b). EDA agrees to
review Guy's Base Salary at least once a year.
In addition, Guy shall receive the following:
(a) Annual bonus of up to 25% of Guy's Base Salary, as determined
by the terms of Summit's executive bonus plan to be adopted by
the Board.
(b) All cash compensation provided under this Agreement shall be
subject to usual withholding and payroll taxes as required by
Israeli law.
4. CONFIDENTIALITY:
Guy acknowledges that certain customer lists, design work and related
information, equipment, computer software, and other proprietary
products and information, whether of technical or non technical nature,
including but not limited to schematics, drawings, models, photographs,
sketches, blueprints, printouts, and program listing of Summit and its
subsidiaries, collectively referred to as "Technology," were and will
be designated and developed by Summit and its subsidiaries at great
expense and over lengthy period of time, are secret and confidential,
are unique and constitute the exclusive property and trade secrets of
Summit and its subsidiaries, and the use or disclosure of such
Technology, except in
- 2 -
accordance with and under the provisions of this or any other written
agreements between the parties, would be wrongful and would cause
irreparable injury to Summit and its subsidiaries.
Guy therefore agrees that he will not, at any time, without the
express written consent of Summit and its subsidiaries, publish,
disclose or divulge to any person, firm or corporation any of the
Technology, nor will Guy use, directly or indirectly, for Guy's own
benefit or the benefit of any other person, firm or corporation, any
of the Technology, except in accordance with this Agreement or other
written agreements between the parties.
5. INVENTIONS:
All original written material including programs, charts, schematics,
drawings, tables, tapes, listings and technical documentation which
are prepared partially or solely by Guy in connection with employment
by EDA, shall belong exclusively to EDA.
6. RETURN OF DOCUMENTS:
Guy acknowledges that all originals and copies of records, reports,
documents, lists, plans, drawings, memoranda, notes, and other
documentation related to the business of Summit or its subsidiaries or
containing any confidential information of Summit or its subsidiaries
shall be the sole and exclusive property of Summit or its
subsidiaries, as appropriate, and shall be returned to Summit or its
subsidiaries, as appropriate, upon the termination of employment for
any reason whatsoever, or upon the written request of Summit or its
subsidiaries.
7. COMPLIANCE:
(a) Guy agrees to comply with all written employment policies,
guidelines and procedures of EDA, as contained in an
employment manual, including revisions and additions thereto.
(b) Exhibit (A) hereunder represents a previous employment
agreement between Guy and EDA. Paragraphs relating to
definitions of work hours, fringe benefits, conflict of
interests and non-competition are in force and are not being
canceled or modified by this agreement (excluding the
automatic release of the Managers Insurance as specified
hereunder).
"Fringe Benefits" is defined as follows:
(i) MANAGERS INSURANCE (BITUACH MENAHALIM): 5% pension
fund into "Managers Insurance" policy (Guy is
required to invest 5% into the same fund from his
monthly base salary); 8 1/3% severance fund into
"Managers Insurance" policy.
It is agreed that Guy will be entitled to all funds
(including earnings) accrued in the "Managers
Insurance" policy in any event that this Agreement
is
- 3 -
terminated either by EDA or by Guy. The policy
belongs only to Guy and will automatically be
released to Guy once the employment agreement is
terminated without the need of a written release
letter from EDA.
(ii) 7.5% into Educational Fund (keren hishtalmut) (Guy
is required to contribute 2.5% into the same fund or
else this 7.5% are added to his base salary).
(iii) A company car.
(iv) Up to 30 days of sick leave per year (with doctor's
written approval).
(v) 22 vacation days per year, accrued up to 2 years (44
days).
(vi) Annual recreational grant (Dmei Havra'a) as
specified in Exhibit (A).
8. INJUNCTION:
In addition to other legal rights and remedies, Summit and its
subsidiaries shall be entitled to obtain from any court of competent
jurisdiction preliminary and permanent injunctive relief of any actual
or threatened violation of any term hereof without requirement of
bond, as well as an equitable accounting of all profits or benefits
arising out of such violation.
9. WAIVER:
The waiver of either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.
10. DISPUTES:
The legal relations of the parties hereunder, and all other matters
hereunder, shall be governed by the laws of Israel. Unresolved
disputes shall be resolved in a court of competent jurisdiction in
Israel, and all parties hereto consent to the jurisdiction of such
court.
11. ENTIRE AGREEMENT:
This Agreement in conjunction with the paragraphs in the agreement
attached as Exhibit A specifically referred to herein constitute the
entire agreement between the parties hereto, and fully supersede any
and all prior agreements or understandings, written or oral, between
the parties hereto pertaining to the subject matter hereof. Without
limiting the generality of the foregoing, the employment agreement
dated as of July 1, 1997 between EDA and Guy is superseded in all
respects by this Agreement. No modification of amendment hereof is
effective unless in writing and signed by both parties.
- 4 -
In WITNESS WHEREOF, the parties have executed this Agreement as of the
date first herein above written.
"EMPLOYER: Summit Design (EDA), Ltd. an Israel Corporation
By: _____________________________________________
Name: _______________________________________
Title:_______________________________________
By: _____________________________________________
Name: _______________________________________
Title:_______________________________________
"EMPLOYEE": ___________________________________________________
Moshe Guy
- 5 -