Exhibit 10.41
September 24, 1997
Xx. Xxxxxxx X. Xxxxx
00 Xxxxxxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Re: Change In Status To Part-Time Employment
Dear Xxxx:
This letter confirms the agreement between you and Premisys Corporation,
Inc. ("Premisys") concerning the change in the terms of your employment with
Premisys.
1. CHANGE IN EMPLOYMENT STATUS: Effective October 31, 1997, your
employment status with Premisys will change from full-time to part-time. You
and Premisys anticipate you will work approximately ten (10) hours per week
beginning November 1, 1997. In addition, you hereby resign from your position
as the Senior Vice President of North American Sales Operations, and you
further hereby resign from your position as an officer of Premisys, effective
October 31, 1997.
2. COMPENSATION: Premisys will pay you an annual salary of $42,500.00
for your part-time work. You will receive a pro rate portion (for the 4
months of full employment) of your MIP bonus and commissions earned during
the first half of fiscal 1998. Premisys will continue to reimburse you for
all reasonable and necessary business expenses approved in accordance with
Company Policy. As an employee working less than 20 hours per week, you will
no longer be able to participate in certain employee benefit programs (e.g.,
Employee Stock Purchase Plan, 401k savings plan, group life and disability
insurance). You will continue to earn vacation at one-fourth the rate you
would accrue as a full-time employee. You will be able to continue your
medical and dental insurance under COBRA; Premisys will pay the premiums
associated with your coverage; you will continue your current level of
contribution to this insurance.
3. VESTING OF SHARES: Premisys agrees that all stock options granted
to you during the term of your full-time employment with Premisys will
continue to vest.
4. SERVICES FOR OTHER ENTITIES: You agree that during the term of your
part-time employment with Premisys, you will not accept full-time employment
with any other company or business entity. You may accept a position as a
Board member for another company, but you agree not to accept a position on
the Board of any competitors of Premisys, and you agree to notify Premisys in
advance of accepting membership on the Board of any company. You may also
perform consulting services for other companies during the term of your
part-time employment with Premisys, but you agree not to perform consulting
services for any competitors of Premisys and you agree to notify Premisys in
advance of performing any consulting services for other companies.
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5. RETURN OF COMPANY PROPERTY: You hereby warrant to Premisys that you
will return to Premisys at the end of your part-time employment (November 30,
1998) all property or data to Premisys of any type whatsoever that has been
in your possession or control.
6. CONFIDENTIAL INFORMATION: You acknowledge that you have acquired
and will acquire information and materials from Premisys and knowledge about
the business, products, programming techniques, experimental work,
customers, clients and suppliers of Premisys and that all such knowledge,
information and materials acquired are and will be the trade secrets and
confidential and proprietary information of Premisys (collectively
"Confidential Information"). Confidential Information will not include,
however, any information which is or becomes part of the public domain
through no fault of yours or that Premisys regularly gives to third parties
without restriction on use or disclosure. You agree to hold all such
Confidential Information in strict confidence, not to disclose it to others
or use it in any way, commercially or otherwise, except in performing
services for Premisys, and not to allow any unauthorized person access to it,
either before or after expiration or termination of this Agreement. You
further agree to take all action reasonably necessary and satisfactory to
protect the confidentiality of the Confidential Information in your
possession, including, without limitation, implementing and enforcing
operating procedures to minimize the possibility of unauthorized use or
copying of the Confidential Information.
7. AT-WILL EMPLOYMENT: You acknowledge that your employment with
Premisys is "at will", and that you may terminate your employment with
Premisys at any time, with or without cause, and Premisys may terminate your
employment at any time, with or without cause.
8. ENTIRE AGREEMENT: This agreement constitutes the entire agreement
between you and Premisys with respect to the subject matter hereof and
supersedes all prior negotiations and agreements, whether written or oral,
relating to such subject matter. You acknowledge that neither Premisys nor
their agents or attorneys have made any promise, representation or warranty
whatsoever, either express or implied, written or oral, which is not
contained in this agreement for the purpose of inducing you to execute the
agreement, and you acknowledge that you have executed this agreement in
reliance only upon such promises, representations and warranties as are
contained herein.
9. MODIFICATION: It is expressly agreed that this agreement may not be
altered, amended, modified, or otherwise changed in any respect except by
another written agreement that specifically refers to this agreement,
executed by authorized representatives of each of the parties to this
agreement.
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If you agree to abide by the terms outlined in this letter, please sign the
attached copy and return it to me.
Sincerely,
PREMISYS CORPORATION, INC.
By: /s/ Xxxxxxx X. Xxx
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READ, UNDERSTOOD AND AGREED
/s/ Xxxxxxx X. Xxxxx Date: September 30, 1997
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