Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of August 31, 2004, is between
Computer Access Technology Corporation, a Delaware corporation (the "Company")
and Peretz Tzarnotzky, an individual residing at 3871 Cornia Way, Palo Alto, CA
94303, ("Tzarnotzky").
1. POSITION AND RESPONSIBILITIES
(A) POSITION. Tzarnotzky is employed by the Company to render services
to the Company in the position of Executive Vice President, Engineering.
Tzarnotzky shall perform such duties and responsibilities as are normally
related to such position in accordance with the standards of the industry and
any additional duties now or hereafter assigned to Tzarnotzky by the Company.
Tzarnotzky shall abide by the rules, regulations, and practices as adopted or
modified from time to time in the Company's sole discretion.
(B) TERM. The Company shall continue to employ Tzarnotzky on a
full-time basis, or, if less, as needed, to render services to the Company in
the position and with the duties and responsibilities described in Section 1(a)
from the date of this Agreement until the earlier of (i) March 31, 2005, or (ii)
termination of this Agreement in accordance with Section 4 below (the "Term
Date").
(C) NO CONFLICT. Tzarnotzky represents and warrants that Tzarnotzky's
execution of this Agreement, Tzarnotzky's employment with the Company, and the
performance of Tzarnotzky's proposed duties under this Agreement shall not
violate any obligations Tzarnotzky may have to any other employer, person or
entity, including any obligations with respect to proprietary or confidential
information of any other person or entity.
2. COMPENSATION AND BENEFITS
(A) BASE SALARY. In consideration of the services to the Company in the
position and with the duties and responsibilities described in Section 1(a), the
Company shall pay Tzarnotzky a salary at the annualized rate of Two Hundred
Twenty Thousand Dollars ($220,000.00) ("Base Salary"). The Base Salary shall be
paid in accordance with the Company's regularly established payroll practice.
Tzarnotzky's Base Salary will be reviewed from time to time in accordance with
the established procedures of the Company for adjusting salaries for similarly
situated employees and may be adjusted in the sole discretion of the Company.
(B) STOCK AND STOCK OPTIONS. Tzarnotzky currently owns shares of the
common stock of the Company which are held by the Tzarnotzky Grantor Retained
Annuity Trust dated May 12, 2004 and which are subject to its terms and the
terms of any documents applicable thereto. Tzarnotzky furthermore was previously
granted the right to purchase up to 70,000 shares of the common stock of the
Company pursuant to two stock option grants dated January 2, 2001 and December
4, 2001. Such options shall remain exercisable in accordance with the Company's
2000 Stock Option Plan.
(C) MEDICAL INSURANCE. In the event of a Change of Control (as defined
below) of the Company, Tzarnotzky shall be eligible, at the Company's cost, for
medical insurance coverage for Tzarnotzky and his spouse as a founder/owner
under the Company's medical benefits plan, or equivalent medical coverage at the
Company's cost in the event that the Company's existing or any successor medical
benefits plan(s) is terminated. Such coverage shall furthermore include Company
paid medical benefits for Tzarnotzky's son, Uri Tzarnotzky, for so long as he is
eligible for coverage as a qualified dependent of Tzarnotzky under the Company's
medical benefits plans now or hereafter in effect. When they each reach age 65,
coverage for Tzarnotzky and his spouse under the Company's medical benefits
plans then in effect will cease, and Tzarnotzky and his spouse will be covered
under Medicare and under a Medicare supplement plan to be procured and paid for
by the Company, which in combination will provide substantially similar benefits
to the Company's then current medical benefits plan. The benefits under this
Subsection 2(c) will be referred to as the "Medical Benefits." Tzarnotzky and
his spouse's eligibility for Medical Benefits will continue until terminated by
the mutual agreement of the parties. For purposes of this Section 2(c), "Change
of Control shall mean (1) the acquisition of the Company by another entity by
means of any reorganization, merger or consolidation, or any transaction or
series of related transactions in which the Corporation's stockholders of record
as constituted immediately prior to such transaction or series of related
transactions will, immediately after such transaction or series of related
transactions (by virtue of securities issued in such transaction or series of
related transactions) fail to hold at least 50% of the voting power of the
resulting or surviving corporation following such transaction or series of
related transactions; or (2) a sale of all or substantially all of the assets of
this Corporation. In the event Tzarnotzky predeceases his spouse and the Medical
Benefits have not been previously terminated, the Company agrees to continue to
provide Medical Benefits for Tzarnotzky's spouse until her death in accordance
with Section 2(c) above.
(D) OTHER BENEFITS. During his employment with the Company in the
position and with the duties and responsibilities described in Section 1(a),
Tzarnotzky shall be eligible to participate in such other benefits made
generally available by the Company to similarly-situated executives of the
Company, in accordance with the benefit plans established by the Company, and as
may be amended from time to time in the Company's sole discretion.
(E) EXPENSES. The Company shall reimburse Tzarnotzky for reasonable
business expenses incurred in the performance of Tzarnotzky's duties hereunder
in accordance with the Company's expense reimbursement guidelines now or
hereafter in effect.
3. NON-COMPETE. In the event of a Change of Control and in consideration of the
amounts to be received by Tzarnotzky, as a significant and substantial
stockholder of the Company, in connection with such Change of Control,
Tzarnotzky agrees that for a period of twenty-four (24) months after the
consummation of such Change of Control, he will not, without the written consent
of the Chief Executive Officer of the Company, directly or indirectly engage in
business activities or services for a Competing Business (as defined below) that
are (i) similar to services which Tzarnotzky has provided to or for the Company
relating to the Company's technology and products, or (ii) reasonably related to
current or prospective products of the Company with respect to which Tzarnotzky
has worked as an employee of the Company or with respect to which Tzarnotzky has
Confidential Information. A "Competing Business" shall mean any business
primarily engaged in the development and sale of advanced development and
production verification systems for the Bluetooth, Fibre Channel, IEEE 1394,
InfiniBand, PCI Express, SCSI, Serial ATA, Serial Attached SCSI and USB
Standards, as well as production products for the USB and Bluetooth standards.
4. AT-WILL EMPLOYMENT
(A) AT-WILL TERMINATION. The employment of Tzarnotzky in any capacity
shall be "at-will" at all times. Either party may terminate Tzarnotzky's
employment with the Company at any time, without any advance notice, for any
reason or no reason at all, notwithstanding anything to the contrary contained
in or arising from any statements, policies or practices of the Company relating
to the employment, discipline or termination of its employees. Upon and after
the Term Date, even where due to Tzarnotzky's death or disability, the
obligations of the Company shall be as follows (and otherwise all obligations of
the Company shall cease): (i) if the Company terminates this Agreement and
Tzarnotzky's employment with the Company, the Company shall pay Tzarnotzky six
months of his Base Salary, (ii) if Tzarnotzky resigns after March 31, 2005, the
Company shall pay Tzarnotzky six months of his Base Salary, (iii) if Tzarnotzky
resigns before March 31, 2005, he shall not be entitled to any additional pay
other than as earned through the Term Date, and (iv) upon a Change of Control,
Tzarnotzky and his spouse, and son, if applicable, shall receive the Lifetime
Medical Benefits referenced in Subsection 2(c), which shall continue until
terminated by the mutual agreement of the parties.
5. TERMINATION OBLIGATIONS
(A) RETURN OF PROPERTY. Tzarnotzky agrees that all property (including
without limitation all equipment, tangible proprietary information, documents,
records, notes, contracts and computer-generated materials) furnished to or
created or prepared by Tzarnotzky incident to Tzarnotzky's employment in any
capacity belongs to the Company and shall be promptly returned to the Company
upon termination of Tzarnotzky's employment in the position and with the duties
and responsibilities described in Section 1(a), the termination of the Advisory
Period, or at any other time determined by the Company.
(B) RESIGNATION AND COOPERATION. Following the Term Date, Tzarnotzky
shall be deemed to have resigned from all offices and directorships held with
the Company. Following the Term Date, Tzarnotzky shall cooperate with the
Company in the winding up of pending work on behalf of the Company and the
orderly transfer of work to Company employees or consultants. Tzarnotzky shall
also cooperate with the Company in the defense of any action brought by any
third party against the Company that relates to Tzarnotzky's performance of
services to the Company in any capacity.
6. INVENTIONS AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY
INFORMATION. Tzarnotzky agrees as a condition of employment in any capacity and
eligibility for any benefits referenced in this Agreement, to sign and be bound
by the terms of the Computer Access Technology Corporation At Will Employment,
Confidential Information, Invention Assignment, and Arbitration Agreement, which
is attached as Exhibit A ("Proprietary Information Agreement").
7. AMENDMENTS; WAIVERS; REMEDIES. This Agreement may not be amended or waived
except by a writing signed by Tzarnotzky and by a duly authorized representative
of the Company other than Tzarnotzky. Failure to exercise any right under this
Agreement shall not constitute a waiver of such right. Any waiver of any breach
of this Agreement shall not operate as a waiver of any subsequent breaches. All
rights or remedies specified for a party herein shall be cumulative and in
addition to all other rights and remedies of the party hereunder or under
applicable law.
8. ASSIGNMENT; BINDING EFFECT. The performance of Tzarnotzky is personal
hereunder, and Tzarnotzky agrees that Tzarnotzky shall have no right to assign
and shall not assign or purport to assign any rights or obligations under this
Agreement. This Agreement may be assigned or transferred by the Company; and
nothing in this Agreement shall prevent the consolidation, merger or sale of the
Company or a sale of any or all or substantially all of its assets. Subject to
the foregoing restriction on assignment by Tzarnotzky, this Agreement shall
inure to the benefit of and be binding upon each of the parties; the affiliates,
officers, directors, agents, successors and assigns of the Company; and the
heirs, devisees, spouses, legal representatives and successors of Tzarnotzky. In
the event that the Company is involved in any merger, tender offer, sale of
substantially all of its assets or any other transaction resulting in a change
of control of the Company, the Company's successor shall assume any and all
obligations to Tzarnotzky and his spouse under this Agreement.
9. NOTICES. All notices or other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly given if
delivered: (a) by hand; (b) by a nationally recognized overnight courier
service; or (c) by United States first class registered or certified mail,
return receipt requested, to the principal address of the other party, as set
forth below. The date of notice shall be deemed to be the earlier of (i) actual
receipt of notice by any permitted means, or (ii) five business days following
dispatch by overnight delivery service or the United States Mail. Tzarnotzky
shall be obligated to notify the Company in writing of any change in
Tzarnotzky's address. Notice of change of address shall be effective only when
done in accordance with this paragraph.
Company's Notice Address:
3385 Scott Boulevard
Santa Clara, CA 95054
Tzarnotzky's Notice Address:
3871 Corina Way
Palo Alto, CA 94303
10. SEVERABILITY. If any provision of this Agreement shall be held by a court or
arbitrator to be invalid, unenforceable, or void, such provision shall be
enforced to the fullest extent permitted by law, and the remainder of this
Agreement shall remain in full force and effect. In the event that the time
period or scope of any provision is declared by a court or arbitrator of
competent jurisdiction to exceed the maximum time period or scope that such
court or arbitrator deems enforceable, then such court or arbitrator shall
reduce the time period or scope to the maximum time period or scope permitted by
law.
11. TAXES. All compensation and benefits paid under this Agreement shall be paid
less all applicable state and federal tax withholdings and any other
withholdings required by any applicable jurisdiction. The Company makes no
representations or warranties regarding the tax consequences of any of the
compensation and benefits paid under this Agreement.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
13. INTERPRETATION. This Agreement shall be construed as a whole, according to
its fair meaning, and not in favor of or against any party. Sections and section
headings contained in this Agreement are for reference purposes only, and shall
not affect in any manner the meaning or interpretation of this Agreement.
Whenever the context requires, references to the singular shall include the
plural and the plural the singular.
14. OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT. Tzarnotzky agrees that any
and all of Tzarnotzky's obligations under this Agreement survive the termination
of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original of this Agreement, but all of which
together shall constitute one and the same instrument.
16. AUTHORITY. Each party represents and warrants that such party has the right,
power and authority to enter into and execute this Agreement and to perform and
discharge all of the obligations hereunder; and that this Agreement constitutes
the valid and legally binding agreement and obligation of such party and is
enforceable in accordance with its terms.
17. ENTIRE AGREEMENT. This Agreement is intended to be the final, complete, and
exclusive statement regarding its subject matter, and may not be contradicted by
evidence of any prior or contemporaneous statements or agreements, except for
agreements specifically referenced herein (including the Proprietary Information
and Inventions Agreement attached as Exhibit A). To the extent that the
practices, policies or procedures of the Company, now or in the future, apply to
Tzarnotzky and are inconsistent with the terms of this Agreement, the provisions
of this Agreement shall control. Any subsequent change in Tzarnotzky's duties,
position, or compensation will not affect the validity or scope of this
Agreement.
18. TZARNOTZKY ACKNOWLEDGEMENT. TZARNOTZKY ACKNOWLEDGES TZARNOTZKY HAS HAD THE
OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT TZARNOTZKY
HAS READ AND UNDERSTANDS THE AGREEMENT, THAT TZARNOTZKY IS FULLY AWARE OF ITS
LEGAL EFFECT, AND THAT TZARNOTZKY HAS ENTERED INTO IT FREELY BASED ON
TZARNOTZKY'S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN
THOSE CONTAINED IN THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.
COMPUTER ACCESS TECHNOLOGY CORPORATION: TZARNOTZKY:
By: /s/ Carmine J. Napolitano /s/ Peretz Tzarnotzky
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Carmine J. Napolitano, President and CEO Peretz Tzarnotzky
EXHIBIT A
COMPUTER ACCESS TECHNOLOGY CORPORATION
AT WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT,
AND ARBITRATION AGREEMENT
As a condition of my employment in any capacity with Computer Access
Technology Corporation, its subsidiaries, affiliates, successors or assigns
(together the "Company"), and in consideration of my employment in any capacity
with the Company and my receipt of the compensation now and hereafter paid to me
by Company, I agree to the following:
1. At-Will Employment.
I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR
AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND
THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS
OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE
THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT
GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR
MYSELF, WITH OR WITHOUT NOTICE.
2. Confidential Information.
A. Company Information. I agree at all times during the term
of my employment and thereafter, to hold in strictest confidence, and not to
use, except for the benefit of the Company, or to disclose to any person, firm
or corporation without written authorization of the Board of Directors of the
Company, any Confidential Information of the Company, except under a
non-disclosure agreement duly authorized and executed by the Company. I
understand that "Confidential Information" means any non-public information that
relates to the actual or anticipated business or research and development of the
Company, technical data, trade secrets or know-how, including, but not limited
to, research, product plans or other information regarding Company's products or
services and markets therefor, customer lists and customers (including, but not
limited to, customers of the Company on whom I called or with whom I became
acquainted during the term of my employment), software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances or other business
information. I further understand that Confidential Information does not include
any of the foregoing items which have become publicly known and made generally
available through no wrongful act of mine or of others who were under
confidentiality obligations as to the item or items involved or improvements or
new versions thereof.
B. Former Employer Information. I agree that I will not,
during my employment with the Company, improperly use or disclose any
proprietary information or trade secrets of any former or concurrent employer or
other person or entity and that I will not bring onto the premises of the
Company any unpublished document or proprietary information belonging to any
such employer, person or entity unless consented to in writing by such employer,
person or entity.
C. Third Party Information. I recognize that the Company has
received and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out my work for the
Company consistent with the Company's agreement with such third party.
3. Inventions.
A. Inventions Retained and Licensed. I have attached hereto,
as Exhibit A-1, a list describing all inventions, original works of authorship,
developments, improvements, and trade secrets which were made by me prior to my
employment with the Company (collectively referred to as "Prior Inventions"),
which belong to me, which relate to the Company's proposed business, products or
research and development, and which are not assigned to the Company hereunder;
or, if no such list is attached, I represent that there are no such Prior
Inventions. If in the course of my employment with the Company, I incorporate
into a Company product, process or service a Prior Invention owned by me or in
which I have an interest, I hereby grant to the Company a nonexclusive,
royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such Prior Invention as part of or in connection
with such product, process or service, and to practice any method related
thereto.
B. Assignment of Inventions. I agree that I will promptly make
full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign to the Company, or its designee,
all my right, title, and interest in and to any and all inventions, original
works of authorship, developments, concepts, improvements, designs, discoveries,
ideas, trademarks or trade secrets, whether or not patentable or registrable
under copyright or similar laws, which I may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, during the period of time I am in the employ of the Company
(collectively referred to as "Inventions"), except as provided in Section 3.F
below. I further acknowledge that all original works of authorship which are
made by me (solely or jointly with others) within the scope of and during the
period of my employment with the Company and which are protectible by copyright
are "works made for hire," as that term is defined in the United States
Copyright Act. I understand and agree that the decision whether or not to
commercialize or market any invention developed by me solely or jointly with
others is within the Company's sole discretion and for the Company's sole
benefit and that no royalty will be due to me as a result of the Company's
efforts to commercialize or market any such invention.
C. Inventions Assigned to the United States. I agree to assign
to the United States government all my right, title, and interest in and to any
and all Inventions whenever such full title is required to be in the United
States by a contract between the Company and the United States or any of its
agencies.
D. Maintenance of Records. I agree to keep and maintain
adequate and current written records of all Inventions made by me (solely or
jointly with others) during the term of my employment with the Company. The
records will be in the form of notes, sketches, drawings, and any other format
that may be specified by the Company. The records will be available to and
remain the sole property of the Company at all times.
E. Patent and Copyright Registrations. I agree to assist the
Company, or its designee, at the Company's expense, in every proper way to
secure the Company's rights in the Inventions and any copyrights, patents, mask
work rights or other intellectual property rights relating thereto in any and
all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments which the Company
shall deem necessary in order to apply for and obtain such rights and in order
to assign and convey to the Company, its successors, assigns, and nominees the
sole and exclusive rights, title and interest in and to such Inventions, and any
copyrights, patents, mask work rights or other intellectual property rights
relating thereto. I further agree that my obligation to execute or cause to be
executed, when it is in my power to do so, any such instrument or papers shall
continue after the termination of this Agreement. If the Company is unable
because of my mental or physical incapacity or for any other reason to secure my
signature to apply for or to pursue any application for any United States or
foreign patents or copyright registrations covering Inventions or original works
of authorship assigned to the Company as above, then I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney in fact, to act for and in my behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent or copyright
registrations thereon with the same legal force and effect as if executed by me.
F. Exception to Assignments. I understand that the provisions
of this Agreement requiring assignment of Inventions to the Company do not apply
to any invention which qualifies fully under the provisions of California Labor
Code Section 2870 (attached hereto as Exhibit A-2). I will advise the Company
promptly in writing of any inventions that I believe meet the criteria in
California Labor Code Section 2870 and not otherwise disclosed on Exhibit A-1.
4. Conflicting Employment. I agree that, during the term of my
employment with the Company, I will not engage in any other employment,
occupation or consulting directly related to the business in which the Company
is now involved or becomes involved during the term of my employment, nor will I
engage in any other activities that conflict with my obligations to the Company.
5. Returning Company Documents. I agree that, at the time of leaving
the employ of the Company, I will deliver to the Company (and will not keep in
my possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings
blueprints, sketches, materials, equipment, other documents or property, or
reproductions of any aforementioned items developed by me pursuant to my
employment with the Company or otherwise belonging to the Company, its
successors or assigns, including, without limitation, those records maintained
pursuant to paragraph 3.D. In the event of the termination of my employment, I
agree to sign and deliver the "Termination Certification" attached hereto as
Exhibit A-3.
6. Notification of New Employer. In the event that I leave the employ
of the Company, I hereby grant consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.
-2-
7. Solicitation of Employees. I agree that during my employment and for
a period of twelve (12) months immediately following the termination of my
relationship with the Company for any reason, whether with or without cause, I
shall not either directly or indirectly solicit, induce, recruit or encourage
any of the Company's employees to leave their employment, or take away such
employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for myself or for any other person or entity.
8. Conflict of Interest Guidelines. I agree to diligently adhere to the
Conflict of Interest Guidelines attached as Exhibit A-4 hereto.
9. Representations. I agree to execute any proper oath or verify any
proper document required to carry out the terms of this Agreement. I represent
that my performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company. I hereby represent
and warrant that I have not entered into, and I will not enter into, any oral or
written agreement in conflict herewith.
10. Arbitration and Equitable Relief. I agree to read, execute and
adhere to the Arbitration and Equitable Relief provisions attached as Exhibit
A-5 hereto.
11. General Provisions.
A. Governing Law; Consent to Personal Jurisdiction. This
Agreement will be governed by the laws of the State of California. I hereby
expressly consent to the personal jurisdiction of the state and federal courts
located in California for any lawsuit filed there against me by the Company
arising from or relating to this Agreement.
B. Entire Agreement. This Agreement, along with the offer
letter provide to me and any application I have submitted to the Company, sets
forth the entire agreement and understanding between the Company and me relating
to the subject matter herein and supersedes all prior discussions or
representations between us, whether written or oral. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing signed by the President of the Company and
me. Any subsequent change or changes in my duties, salary or compensation will
not affect the validity or scope of this Agreement.
C. Severability. If one or more of the provisions in this
Agreement are deemed void by law, then the remaining provisions will continue in
full force and effect.
D. Successors and Assigns. This Agreement will be binding upon
my heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors, and its assigns.
I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT AND EACH OF
ITS EXHIBITS VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE
COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY
READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO
UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND
FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL.
FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF
AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.
Date: August 31, 2004 /s/ Peretz Tzanotzky
--------------------------- ---------------------------------------
Peretz Tzarnotzky
Witness:
/s/ Paul Katawicz
- ----------------------------------------
Signature
Paul Katawicz
- ----------------------------------------
Name (typed or printed)
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EXHIBIT A-1
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
Title Date Identifying Number or Brief Description
- --------------------------------------------------------------------------------
[X] No inventions or improvements
___ Additional Sheets Attached
Signature of Employee: /s/ Peretz Tzanotzky
-------------------------------------------
Print Name of Employee: Peretz Tzanotzky
------------------------------------------
Date: August 31, 2004
---------------------------
EXHIBIT A-2
CALIFORNIA LABOR CODE SECTION 2870
INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT
"(a) Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of his or her rights in an invention to
his or her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer's equipment,
supplies, facilities, or trade secret information except for those inventions
that either:
(1) Relate at the time of conception or reduction to practice
of the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the
employer.
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable."
EXHIBIT A-3
COMPUTER ACCESS TECHNOLOGY CORPORATION
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have I
failed to return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to Computer Access Technology Corporation, its subsidiaries,
affiliates, successors or assigns (together, the "Company").
I further certify that I have complied with all the terms of the
Company's At-Will Employment, Confidential Information, Invention Assignment and
Arbitration Agreement signed by me, including the reporting of any inventions
and original works of authorship (as defined therein), conceived or made by me
(solely or jointly with others) covered by that agreement.
I further agree that, in compliance with the At-Will Employment,
Confidential Information, Invention Assignment, and Arbitration Agreement, I
will preserve as confidential all trade secrets, confidential knowledge, data or
other proprietary information relating to products, processes, know-how,
designs, formulas, developmental or experimental work, computer programs, data
bases, other original works of authorship, customer lists, business plans,
financial information or other subject matter pertaining to any business of the
Company or any of its employees, clients, consultants or licensees.
I further agree that for twelve (12) months from this date, I will not
solicit, induce, recruit or encourage any of the Company's employees to leave
their employment.
Date: August 31, 2004
---------------------------------------------
/s/ Peretz Tzanotzky
- --------------------------------------------------
(Employee's Signature)
Peretz Tzanotzky
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(Type/Print Employee's Name)
EXHIBIT A-4
COMPUTER ACCESS TECHNOLOGY CORPORATION
CONFLICT OF INTEREST GUIDELINES
It is the policy of Computer Access Technology Corporation to conduct
its affairs in strict compliance with the letter and spirit of the law and to
adhere to the highest principles of business ethics. Accordingly, all officers,
employees, advisors and independent contractors must avoid activities that are
in conflict, or give the appearance of being in conflict, with these principles
and with the interests of the Company. The following are potentially
compromising situations that must be avoided. Any exceptions must be reported to
the President and written approval for continuation must be obtained.
1. Revealing confidential information to outsiders or misusing confidential
information. Unauthorized divulging of information is a violation of this policy
whether or not for personal gain and whether or not harm to the Company is
intended. (The At-Will Employment, Confidential Information, Invention
Assignment and Arbitration Agreement elaborates on this principle and is a
binding agreement.)
2. Accepting or offering substantial gifts, excessive entertainment, favors or
payments which may be deemed to constitute undue influence or otherwise be
improper or embarrassing to the Company.
3. Participating in civic or professional organizations that might involve
divulging confidential information of the Company.
4. Initiating or approving personnel actions affecting reward or punishment of
employees or applicants where there is a family relationship or is or appears to
be a personal or social involvement.
5. Initiating or approving any form of personal or social harassment of
employees.
6. Investing or holding outside directorship in suppliers, customers, or
competing companies, including financial speculations, where such investment or
directorship might influence in any manner a decision or course of action of the
Company.
7. Borrowing from or lending to employees, customers or suppliers.
8. Acquiring real estate of interest to the Company.
9. Improperly using or disclosing to the Company any proprietary information or
trade secrets of any former or concurrent employer or other person or entity
with whom obligations of confidentiality exist.
10. Unlawfully discussing prices, costs, customers, sales or markets with
competing companies or their employees.
11. Making any unlawful agreement with distributors with respect to prices.
12. Improperly using or authorizing the use of any inventions that are the
subject of patent claims of any other person or entity.
13. Engaging in any conduct that is not in the best interest of the Company.
Each officer, employee and independent contractor must take every
necessary action to ensure compliance with these guidelines and to bring problem
areas to the attention of higher management for review. Violations of this
conflict of interest policy may result in discharge without warning.
EXHIBIT A-5
COMPUTER ACCESS TECHNOLOGY CORPORATION
ARBITRATION AND EQUITABLE RELIEF
1. Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE
COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES AND MY RECEIPT
OF THE COMPENSATION, PAY RAISES AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT
PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR
DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR
OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE
COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY
BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE
ARBITRATION RULES SET FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280
THROUGH 1294.2, INCLUDING SECTION 1283.05 (THE "RULES") AND PURSUANT TO
CALIFORNIA LAW. DISPUTES WHICH I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE
ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER STATE OR
FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION
ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE CALIFORNIA LABOR CODE,
CLAIMS OF HARASSMENT, DISCRIMINATION OR WRONGFUL TERMINATION AND ANY STATUTORY
CLAIMS. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO
ANY DISPUTES THAT THE COMPANY MAY HAVE WITH ME.
2. Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED
BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") AND THAT THE NEUTRAL ARBITRATOR
WILL BE SELECTED IN A MANNER CONSISTENT WITH ITS NATIONAL RULES FOR THE
RESOLUTION OF EMPLOYMENT DISPUTES. I AGREE THAT THE ARBITRATOR SHALL HAVE THE
POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING
MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION AND MOTIONS TO DISMISS AND
DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. I ALSO AGREE THAT THE ARBITRATOR
SHALL HAVE THE POWER TO AWARD ANY REMEDIES, INCLUDING ATTORNEYS' FEES AND COSTS,
AVAILABLE UNDER APPLICABLE LAW. I UNDERSTAND THE COMPANY WILL PAY FOR ANY
ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR AAA EXCEPT THAT I
SHALL PAY THE FIRST $200.00 OF ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION I
INITIATE. I AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY
ARBITRATION IN A MANNER CONSISTENT WITH THE RULES AND THAT TO THE EXTENT THAT
THE AAA'S NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES CONFLICT WITH
THE RULES, THE RULES SHALL TAKE PRECEDENCE. I AGREE THAT THE DECISION OF THE
ARBITRATOR SHALL BE IN WRITING.
3. Remedy. EXCEPT AS PROVIDED BY THE RULES AND THIS AGREEMENT,
ARBITRATION SHALL BE THE SOLE, EXCLUSIVE AND FINAL REMEDY FOR ANY DISPUTE
BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES AND
THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT
ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING, THE
ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE TO ENFORCE ANY
LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT ORDER OR REQUIRE THE COMPANY
TO ADOPT A POLICY NOT OTHERWISE REQUIRED BY LAW WHICH THE COMPANY HAS NOT
ADOPTED.
4. Availability of Injunctive Relief. IN ADDITION TO THE RIGHT
UNDER THE RULES TO PETITION THE COURT FOR PROVISIONAL RELIEF, I AGREE THAT ANY
PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY
ALLEGES OR CLAIMS A VIOLATION OF THE EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT AGREEMENT BETWEEN ME AND THE COMPANY OR ANY OTHER AGREEMENT
REGARDING TRADE SECRETS, CONFIDENTIAL INFORMATION, NONSOLICITATION OR LABOR CODE
ss.2870. I UNDERSTAND THAT ANY BREACH OR THREATENED BREACH OF SUCH AN AGREEMENT
WILL CAUSE IRREPARABLE INJURY AND THAT MONEY DAMAGES WILL NOT PROVIDE AN
ADEQUATE REMEDY THEREFOR AND BOTH PARTIES HEREBY CONSENT TO THE ISSUANCE OF AN
INJUNCTION. IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING
PARTY SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS FEES.
5. Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES
NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR
FEDERAL ADMINISTRATIVE BODY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND
HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR THE WORKERS'
COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING
COURT ACTION REGARDING ANY SUCH CLAIM.
Date: August 31, 2004
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/s/ Peretz Tzanotzky
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Peretz Tzanotzky
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