EXHIBIT 10.20
AGREEMENT
This Agreement (the "Agreement") is made and entered into the 19th day of
June, 1995, by and between IKOS Systems, Inc., a Delaware corporation (the
"Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Employee").
WHEREAS, the Company desires to continue to retain the services of the
Employee in connection with the conduct of its business and the Employee is
willing to continue to render such services, subject to receipt of the benefits
described in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth,the parties agrees as follows:
COMPENSATION AND EMPLOYMENT: The Company agrees that Employee shall continue to
----------------------------
receive salary, vacation, sick leave, insurance, and health benefits as follows:
a. Base salary of $168,000/year with annual review and appropriate raises.
b. An advance bonus of $36,000/year, payable in equal installments each pay
period (every two weeks). This bonus will be offset dollar-for-dollar by
profit sharing and other bonuses Employee would be eligible to receive each
year. In the event Employee's profit sharing and other bonuses add up to
less than the amount paid to Employee ($36K) on an annual basis (COLA and
advance bonus for calendar 1995), then the difference will be forgiven at
the end of the year. In the event Employee's profit sharing and other
bonuses add up to more than the amount paid to Employee ($36K) on an annual
basis (COLA and advance bonus for calendar 1995), then the difference will
be paid to Employee at the time IKOS issues the appropriate bonus checks
for the respective year.
c. Vacation, sick leave, insurance, and health benefits commensurate with the
above base salary.
d. Any other compensation which is made available to all Company officers, as
directed and approved by the CEO or the Board of Directors.
e. Normal vesting of stock options.
Employee agrees to continue as a full-time employee of the Company, and to use
best efforts to perform his job assignment (as hereinafter defined).
JOB ASSIGNMENT: Employee's title will continue as Chief Technical Officer and
--------------
Director of Corporate Strategy. Employee will formulate corporate market and
product strategy in response to industry developments and make appropriate
recommendations to senior management. Employee will also present this strategy
to customers, potential customers, investors, and market analysts. Near-term
efforts will include definition of the Company's ASIC library strategy and
definition of the Company's next generation product. Employee will report to the
Company's CEO and will work closely with the senior staff and other employees in
the pursuit of objectives. An outline of near-term tasks and objectives is
contained in Exhibit A.
RELOCATION: If at any time the Company and the employee mutually agree to
----------
Employee's relocation to Cupertino, California, the Company agrees to pay
expenses incurred by Employee as a result of this relocation. These expenses
will be limited to $20,000.
EXHIBIT 10.20
SEVERANCE: If (a) the Employee's employment with the Company is terminated
---------
without cause, or (b) Employee terminates his employment with the Company for
cause (as hereinafter defined), Employee shall continue to receive salary,
insurance, health benefits, and stock vesting as he would have received if he
were continually employed by the Company for a period of six (6) months
following the Date of Termination (as hereinafter defined). Such severance
benefits will be discontinued if Employee is employed before the six-month
period has elapsed.
Cause Defined: For the purposes of termination by the Company, termination for
-------------
cause will include, but not be limited to, the following: (i) the continued
neglect by Employee of his responsibilities and duties to the Company, (ii) any
act of dishonesty or falsification of records by Employee relating to Employee's
employment, (iii) conviction of Employee for any felony or a crime involving
embezzlement or fraud, (iv) Employee's violation or failure to comply with any
of the Company's reasonable rules and regulations, or (v) Employee's failure to
serve less than forty (40) hours per week with the Company.
For the purposes of termination by Employee, termination for cause will include,
but not be limited to, the following: (1) requirement for Employee to work at a
location other than Waldwick New Jersey without Employee's consent, (ii)
reduction in Employee's base salary, expenses, or benefits without Employee's
consent, or (iii) alteration of Employee's job requirements or responsibilities
without Employee's consent.
Date of termination: For the purposes hereof, in the event the Company
-------------------
terminates Employee's employment with the Company, the Date of Termination shall
be the date that Employee is notified, in writing, by the Company. In the event
that the Employee terminates employment with the Company, the Date of
Termination shall be the date Employee notifies the Company, in writing, that he
is terminating his employment.
Waiver or Modification: Any waiver, modification or amendment of any provision
----------------------
of this Agreement shall be effective only if in writing in a document that
specifically refers to this Agreement and such document is signed by the parties
against whom enforcement thereof is sought.
Entire Agreement: This Agreement constitutes the full and complete
----------------
understanding and agreement of the parties hereto with respect to the subject
matter covered herein and supersedes all prior oral and written understandings
and agreements with respect thereto.
Severability: If any provision of this Agreement is found to be unenforceable
------------
in any respect by a court of competent jurisdiction, such unenforceability shall
not affect the remaining provisions of this Agreement, but this Agreement shall
be construed as if such unenforceable provision had been limited or modified
(consistent with its general intent) to the extent necessary so that the
provision shall be enforceable. If it is not possible to so limit or modify such
unenforceable provision, the Agreement shall be construed as if such
unenforceable provision had never been contained herein and the parties will use
their best efforts to substitute an enforceable provision which implements the
purposes and intents and provides the same economic benefit to the parties as
the unenforceable provision.
Notices: Any notice to be given by either party hereunder shall be in writing
-------
and shall be deemed to have been duly given if delivered or mailed, certified or
registered mail, postage prepaid, as follows: to the Company at: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, attention: Chief Executive Officer, and
to the Employee at his address as it appears on the payroll records of the
Company, or to such other address as may be furnished to the other party by
written notice.
EXHIBIT 10.20
ARBITRATION: Any controversy between the Company and Employee relating to this
-----------
Agreement shall be settled by arbitration pursuant to California Arbitration Act
contained in Section 1280 through 1294.2 of the California Code of Civil
Procedure.
GOVERNING LAW: This Agreement shall be governed and construed in accordance
-------------
with the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first above written.
IKOS Systems, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman and CEO
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
EXHIBIT 10.20
EXHIBIT A
SPECIFIC NEAR-TERM TASKS AND OBJECTIVES
. Patent search and patent pursuit for Compiled Gate Accelerator.
. Presentation and pursuit of customer partners for CGA.
. Generation of User Guide/Objective Specification for CGA.
. ASIC vendor programs - two vendors to sign-off by end of 1995.
. Completion of VeriLib and UDP database specifications.
. Tracking of VITAL standardization and adoption by vendors.
. Positioning of IKOS' ASIC library strategy and program.
. Technical support and strategy for sales to key ASIC customers.
