Common use of Your Position Clause in Contracts

Your Position. You will initially have the title of Vice President, NCG, Grade 12, reporting to Greg Xxxx. Xxu will have whatever reasonable duties are assigned to you consistent with your title and position. Proprietary Information This offer is also contingent on you executing Intel's standard form of Employee Agreement regarding proprietary information and inventions, a copy of which is attached hereto and incorporated herein. Change in Control Agreement You agree that your move to the position described in this Agreement, and the responsibilities associated with such position, shall not constitute "Good Reason" under your Change in Control Agreement. You further agree that "Cause" under your Change in Control Agreement shall be determined in good faith by: the Xircom Board of Directors; the Chief Executive Officer of Intel; or the Vice President in charge of Intel's Network Communications Group (or its successor business unit). Per your Change in Control Agreement, upon the Closing Date, your existing options (summarized in the attached schedule) will be accelerated by 1 year. Entire Agreement This Agreement, your Change in Control Agreement, your Noncompetition Agreement and Intel's standard form of Employee Agreement will be the entire agreement between the Company and you relating to your employment and the additional matters provided for herein. You agree that there were no promises or commitments made to you regarding your employment with the Company except as set forth in this letter. This Agreement supersedes and replaces any prior oral or written agreements between you and Xircom relating to the subject matter hereof, including any prior employment agreements, but excluding your Change in Control Agreement. This Agreement does not supersede your existing stock option agreements, which will be assumed by Intel under the Merger Agreement. This Agreement may be amended or altered only in a writing signed by you and an officer of Intel Corporation.

Your Position. You will initially have the title of Vice President, NCGController, Grade 1211, reporting to Greg XxxxDirk Xxxxx. Xxu will have whatever reasonable duties are assigned to you consistent with your title and position. Proprietary Information This offer is also contingent on you executing Intel's standard form of Employee Agreement regarding proprietary information and inventions, a copy of which is attached hereto and incorporated herein. Change in Control Agreement You agree that your move to the position described in this Agreement, and the responsibilities associated with such position, shall not constitute "Good Reason" under your Change in Control Agreement. You further agree that "Cause" under your Change in Control Agreement shall be determined in good faith by: the Xircom Board of Directors; the Chief Executive Officer of Intel; or the Vice President in charge of Intel's Network Communications Group (or its successor business unit). Per your Change in Control Agreement, upon the Closing Date, your existing options (summarized in the attached schedule) will be accelerated by 1 year. Entire Agreement This Agreement, your Change in Control Agreement, your Noncompetition Agreement and Intel's standard form of Employee Agreement will be the entire agreement between the Company and you relating to your employment and the additional matters provided for herein. You agree that there were no promises or commitments made to you regarding your employment with the Company except as set forth in this letter. This Agreement supersedes and replaces any prior oral or written agreements between you and Xircom relating to the subject matter hereof, including any prior employment agreements, but excluding your Change in Control Agreement. This Agreement does not supersede your existing stock option agreements, which will be assumed by Intel under the Merger Agreement. This Agreement may be amended or altered only in a writing signed by you and an officer of Intel Corporation.

Your Position. You will initially have the title of Vice President, NCGDirector of Sales, Grade 1211, reporting to Greg XxxxDirk Xxxxx. Xxu will have whatever reasonable duties are assigned to you consistent with your title and position. Proprietary Information This offer is also contingent on you executing Intel's standard form of Employee Agreement regarding proprietary information and inventions, a copy of which is attached hereto and incorporated herein. Change in Control Agreement You agree that your move to the position described in this Agreement, and the responsibilities associated with such position, shall not constitute "Good Reason" under your Change in Control Agreement. You further agree that "Cause" under your Change in Control Agreement shall be determined in good faith by: the Xircom Board of Directors; the Chief Executive Officer of Intel; or the Vice President in charge of Intel's Network Communications Group (or its successor business unit). Per your Change in Control Agreement, upon the Closing Date, your existing options (summarized in the attached schedule) will be accelerated by 1 year. Entire Agreement This Agreement, your Change in Control Agreement, your Noncompetition Agreement and Intel's standard form of Employee Agreement will be the entire agreement between the Company and you relating to your employment and the additional matters provided for herein; provided, however, that to the best of its ability and in accordance with applicable law, the Company will honor the terms of your existing payroll practices; provided further, that the Company shall continue your current Company car policy until the expiration of the lease on your car. You agree that there were no promises or commitments made to you regarding your employment with the Company except as set forth in this letter. This Agreement supersedes and replaces any prior oral or written agreements between you and Xircom relating to the subject matter hereof, including any prior employment agreements, but excluding your Change in Control Agreement. This Agreement does not supersede your existing stock option agreements, which will be assumed by Intel under the Merger Agreement. This Agreement may be amended or altered only in a writing signed by you and an officer of Intel Corporation. Governing Law This Agreement shall be construed and interpreted in accordance with the laws of California (not including its conflict of law provisions).

Your Position. You will initially have the title of Vice President, NCGGeneral Manager, Grade 1211, reporting to Greg Xxxx. Xxu will have whatever reasonable duties are assigned to you consistent with your title and position. Proprietary Information This offer is also contingent on you executing Intel's standard form of Employee Agreement regarding proprietary information and inventions, a copy of which is attached hereto and incorporated herein. Change in Control Agreement You agree that your move to the position described in this Agreement, and the responsibilities associated with such position, shall not constitute "Good Reason" under your Change in Control Agreement. You further agree that "Cause" under your Change in Control Agreement shall be determined in good faith by: the Xircom Board of Directors; the Chief Executive Officer of Intel; or the Vice President in charge of Intel's Network Communications Group (or its successor business unit). Per your Change in Control Agreement, upon the Closing Date, your existing options (summarized in the attached schedule) will be accelerated by 1 year. Entire Agreement This Agreement, your Change in Control Agreement, your Noncompetition Agreement and Intel's standard form of Employee Agreement will be the entire agreement between the Company and you relating to your employment and the additional matters provided for herein. You agree that there were no promises or commitments made to you regarding your employment with the Company except as set forth in this letter. This Agreement supersedes and replaces any prior oral or written agreements between you and Xircom relating to the subject matter hereof, including any and all other prior employment agreementsagreement, but excluding your Change in Control Agreement. This Agreement does not supersede your existing stock option agreements, which will be assumed by Intel under the Merger Agreement. This Agreement may be amended or altered only in a writing signed by you and an officer of Intel Corporation.

Your Position. You will initially have the title of Vice PresidentDirector, NCGWireless Technology Operation, Grade 1211, reporting to Greg XxxxDirk Xxxxx. Xxu will have whatever reasonable duties are assigned to you consistent with your title and position. Proprietary Information This offer is also contingent on you executing Intel's standard form of Employee Agreement regarding proprietary information and inventions, a copy of which is attached hereto and incorporated herein. Change in Control Agreement You agree that your move to the position described in this Agreement, and the responsibilities associated with such position, shall not constitute "Good Reason" under your Change in Control Agreement. You further agree that "Cause" under your Change in Control Agreement shall be determined in good faith by: the Xircom Board of Directors; the Chief Executive Officer of Intel; or the Vice President in charge of Intel's Network Communications Group (or its successor business unit). Per your Change in Control Agreement, upon the Closing Date, your existing options (summarized in the attached schedule) will be accelerated by 1 year. Employment Agreement Dated June 20, 2000 The Company will honor the Special Payment Provisions of your prior Employment Agreement dated June 20, 2000, except as provided in this paragraph. First, the Converted Stock Option will be assumed by Intel and become an option to purchase Intel shares. Second, you agree that your move to the position described in this Agreement, and the responsibilities associated with such position, will not constitute "Good Reason." Third, you agree that "Cause" will be determined in good faith by: the Xircom Board of Directors; the Chief Executive Officer of Intel; or the Vice President in charge of Intel's Network Communications Group (or its successor business unit). Fourth, you agree that the Trigger Events relating to the Xircom Corporate Operating Team and the change in control at the OTI level will have no force and effect. Entire Agreement This Agreement, your Change in Control Agreement, your Noncompetition Agreement and Intel's standard form of Employee Agreement will be the entire agreement between the Company and you relating to your employment and the additional matters provided for herein. You agree that there were no promises or commitments made to you regarding your employment with the Company except as set forth in this letter. This Agreement supersedes and replaces any prior oral or written agreements between you and Xircom relating to the subject matter hereof, including any prior employment agreements, but excluding your Change in Control AgreementAgreement and the Special Payment Provisions of your prior employment agreement dated June 27, 2000, in the manner described above. This Agreement does not supersede your existing stock option options agreements, which will be assumed by Intel under Under the Merger Agreement. This Agreement may be amended or altered only in a writing signed by you and an officer of Intel Corporation.