Common use of Further Payments Clause in Contracts

Further Payments. If any portion of any payments or benefits received by you, whether payable pursuant to the terms of your Employment Agreement or any other plan, agreement or arrangement with DSP, shall be subject to tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended by any successor statutory provision, the Company shall promptly pay to you such additional amounts as are necessary so that, after taking into account any tax imposed by such Section 4999 (or any successor statutory provision), and any federal, state and local income and employment taxes and excise tax payable on any such additional amounts, you are in the same after tax position you would have been if such Section 4999 (or any successor statutory provision) did not apply to payments or benefits so received by you. 2. You will continue, during the Employment Period, to perform services in the manner in which you have been performing services for DSP and its affiliates, subject to the modifications indicated in this Letter Agreement. You will make yourself available to the Company for approximately ten hours per week, on a non-cumulative basis, during the Employment Period. You may perform such services, at your election, either in Oakland or Cupertino, California or Givat Shmu▇▇, ▇▇d you shall make yourself reasonably available for phone consultations and occasional meetings at other sites. 3. You agree to execute a proprietary information and inventions agreement, similar to the one attached hereto as Exhibit C, but reasonably acceptable to you, which shall apply to any matter covered by any similar agreement between you and DSP and any additional documents as reasonably required by Intel Corporation memorializing the above terms. 4. You agree that there were no promises or commitments made to you regarding your employment with DSP or the Company except as set forth in the Employment Agreement or this 5. You agree to pay back any loans made to you by DSP (as set forth on the attached Exhibit D) pursuant to the terms of such loans and agree that to the extent permitted by applicable law, that DSP or the Company may offset any amounts due and owing under such loans by any amounts due and owing under this Letter Agreement or the Employment Agreement. Notwithstanding the above, in no event may any loan(s) be repaid any later than the last day of your Employment Period 6. This Letter Agreement may be amended or altered only in a writing signed by you and Intel Corporation. This Agreement shall be construed and interpreted in accordance with the laws of California. Each provision of this Agreement is severable from the others, and if any provision hereof shall be to any extent unenforceable, it and the other provisions shall continue to be enforceable to the full extent allowable, as if such offending provision had not been a part of this Agreement.

Further Payments. If any portion of any payments or benefits received by you, whether payable pursuant to the terms of your Employment Agreement or any other plan, agreement or arrangement with DSP, shall be subject to tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended by any successor statutory provision, the Company shall promptly pay to you such additional amounts as are necessary so that, after taking into account any tax imposed by such Section 4999 (or any successor statutory provision), and any federal, state and local income and employment taxes and excise tax payable on any such additional amounts, you are in the same after tax position you would have been if such Section 4999 (or any successor statutory provision) did not apply to payments or benefits so received by you. 2. You will continue, during the Employment Period, to perform services in the manner in which you have been performing services for DSP and its affiliates, subject to the modifications indicated in this Letter Agreement. You will make yourself available to the Company for approximately ten hours per week, on a non-cumulative basis, during the Employment Period. You may perform such services, at your election, either in Oakland or Cupertino, California or Givat Shmu▇▇Oakland, ▇▇d California, and you shall make yourself reasonably available for phone consultations and occasional meetings at sites other sitesthan Cupertino, California or Oakland, California within the ten hours per week. 3. You agree to execute a proprietary information and inventions agreement, similar to the one attached hereto as Exhibit C, but reasonably acceptable to you, which shall apply to any matter covered by any similar agreement between you and DSP and any additional documents as reasonably required by Intel Corporation memorializing the above terms. 4. You agree that there were no promises or commitments made to you regarding your employment with DSP or the Company except as set forth in the Employment Agreement or thisthis Letter Agreement. You acknowledge that you have been given the opportunity to review this Letter Agreement prior to its execution, that you understand its contents, and that you have been given the opportunity to consult with an attorney. 5. You agree to pay back any loans made to you by DSP (as set forth on the attached Exhibit D) pursuant to the terms of such loans and agree that to the extent permitted by applicable law, that DSP or the Company may offset any amounts due and owing under such loans by any amounts due and owing under this Letter Agreement or the Employment Agreement. Notwithstanding the above, in no event may any loan(s) be repaid any later than the last day of your Employment Period. 6. This Letter Agreement may be amended or altered only in a writing signed by you and Intel Corporation. This Agreement shall be construed and interpreted in accordance with the laws of California. Each provision of this Agreement is severable from the others, and if any provision hereof shall be to any extent unenforceable, it and the other provisions shall continue to be enforceable to the full extent allowable, as if such offending provision had not been a part of this Agreement.