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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") and related Offer Letter dated
December 24, 1998 (Offer) is entered into by and between VIXEL CORPORATION
("Company"), a Delaware Corporation, and XXXX XXXXX ("Employee") (collectively,
"Parties"), effective as of the last date either party executes this Agreement).
WITNESSETH
WHEREAS, the Company desires to employ and to assure itself of the
continued services of Employee; and
WHEREAS, Employee desires to be employed by the Company under the terms
and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. EMPLOYMENT BY THE COMPANY. The Company hereby employs Employee
to render exclusive and full-time services to the Company as VICE PRESIDENT -
ENGINEERING. The Employee will report directly to PRESIDENT & CEO for the
Company, working from the Irvine offices, but travelling to Bothell as needed to
properly fulfill the position. It is the Company's intent to locate the Employee
in Irvine in order to afford the Irvine employees greater access to senior
executive members of the Company, and as such, the Company does not intend to
relocate Employee to Bothell. Employee shall have the responsibilities, duties
and authorities that are customarily associated with such position. The Company
may modify Employee's duties and objectives at its discretion from time to time,
keeping such duties in line with other senior executive team members.
2. COMPENSATION. The Company agrees to pay Employee compensation
(including base salary, and bonuses, if any) as agreed upon in the offer letter
between Employee and Company. The Company may change this compensation scheme
and amount from time to time, but will not decrease the base salary until after
3/31/00 unless agreed upon by both parties.
2.1 SALARY. Paychecks will be distributed pursuant to
ordinary business practice, and Shall be subject to ordinary payroll deductions
and tax withholdings.
2.2 SAVINGS PLAN. The Company may make quarterly payments
("Savings Deposits") into the Company's savings plan (the "Plan"). This amount
may be adjusted from time to time at the sole election of the Company. Employee
is eligible to enroll in the Plan six (6) months after Hire Date; enrollment is
at the beginning of each quarter. A copy of the Plan is available in the
Employee Handbook.
2.3 BENEFITS. The Company also agrees to provide Employee
with benefits consistent with Company policy and practice for its employees,
including participation in the Company's group health, life, and disability
insurance plans for Employee and Employee's dependents. Details about these
benefits are provided in the Company's Employee Handbook and summary plan
descriptions.
2.4 ADDITIONAL COMPENSATION. The Board may, but has no
obligation to, also award Employee discretionary compensation, bonuses and
benefits ("Additional Compensation"). The amount of the Additional Compensation,
if any, and the criteria for determining the amount of the Additional
Compensation, if any, shall be at the sole discretion of the Board. The Company
and Employee have agreed on a bonus plan as outlined in the Offer for the first
year of employment.
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2.5 STOCK OPTIONS. Subject to the Board's approval, Employee
will receive options to purchase shares of the Company's Common Stock as
detailed in the offer letter pursuant to the terms and conditions (e.g.,
vesting, exercise and termination) set forth in the Company's Incentive Stock
Option ("ISO") Plan, a copy of which is available in the Employee Handbook.
3. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT OBLIGATIONS.
Employee agrees to execute, and to be bound by, a Proprietary Information and
Inventions Agreement ("Proprietary Information Agreement") in the form attached
hereto as Exhibit A, the terms of which are incorporated herein by reference.
4. EMPLOYEE HANDBOOK. By signing this Agreement, Employee
acknowledges that he has received, read and agrees to be bound by, the Company's
Employee Handbook. Employee agrees to abide by all Company policies and
procedures.
5. ADDITIONAL ACTIVITIES. Employee agrees that during the period of
his employment by the Company, he will not, without the Company's express
written consent, engage in any employment or business activity other than for
the Company that would adversely affect Employee's ability to perform Employee's
obligations hereunder.
6. TERMINATION OF EMPLOYMENT. Employee and the Company each
acknowledge that either Party has the right to terminate Employee's employment
with the Company at any time for any reason whatsoever, with or without cause or
advance notice. Notwithstanding the foregoing, if at any time from the starting
date of employment until March 31, 2000, the Company terminates employment of
Employee for any reason other than cause as defined below, Employee will be
entitled to receive as severance compensation an amount equal to one year's
salary ($150,000, payable in equal monthly installments), plus any accrued bonus
earned as of the time of termination. Such severance payments will be reduced to
the extent of compensation received by the Employee from full-time employment
during the twelve-month period following termination of employment. Standard
payroll deductions and withholdings also shall reduce such severance payments.
For purposes of this agreement, "cause" shall mean: (i) Employee has
committed any material act of embezzlement or fraud; (ii) Employee engages in
unfair competition with the Company or willfully breaches his obligations under
this Agreement; or (iii) Employee causes material damage to Company through
intentional misconduct or gross neglect of the duties customary to his office.
No activities covered by items (ii) and (iii) will be deemed to be "cause"
unless the Company has notified Employee of the prohibited activity in written
detail and Employee has failed to cease such activity within fifteen (15) days.
In the event Employee's employment is terminated at any time with cause, he will
not be entitled to severance pay, pay in lieu of notice or any other such
compensation, but shall be entitled to accrued compensation.
7. NOTICES. All notices, requests, consents and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered or delivered
by registered or certified mail (return receipt requested), or private overnight
mail (delivery confirmed by such service), to the following addresses, or to
such other address as either Party shall designate by notice in writing to the
other in accordance herein: if to the Company: Vixel Corporation, 00000 Xxxxx
Xxxxx Xxxxxxx, Xxxxxxx, XX 00000 Attention: CEO; if to Employee: at such address
provided to the Company by him.
8. ARBITRATION. To ensure rapid and economical resolution of any
and all disputes directly or indirectly arising out of or in any way connected
with Employee's employment with the Company or the termination of that
employment, with the sole exception of disputes which arise under Employee's
Proprietary Information Agreement, (collectively, the "Arbitrable Claims"), the
Company and Employee each agree that any and all such disputes, whether of law
or fact of any nature whatsoever, shall be resolved by final and binding
arbitration under the procedures set forth in Exhibit B to this Agreement and
the then existing American Arbitration Association ("AAA") arbitration
procedures (except insofar as they are inconsistent with the procedures set
forth in Exhibit B). The Arbitrable Claims shall include, but not be
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limited to: any and all such claims related to salary, bonuses, commissions,
stock, stock options, or any other ownership interests in the Company, vacation
pay, fringe benefits, expense reimbursements, severance benefits, or any other
form of compensation; claims pursuant to any federal, state or local law or
cause of action including, but not limited to, the federal Civil Rights Act of
1964, as amended; the federal Age Discrimination in Employment Act of 1967, as
amended ("ADEA"); the federal Americans with Disabilities Act of 1990; the
Washington Law Against Discrimination; tort law; contract law; wrongful
discharge; discrimination; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing. Employee and the Company
acknowledge and agree that any and all rights they may otherwise have to resolve
such Arbitrable Claims by jury trial, by a court, or in any forum other than the
AAA, are hereby expressly waived.
9. GENERAL.
9.1 ENTIRE AGREEMENT. This Agreement and Offer Letter sets
forth the complete, final and exclusive embodiment of the entire agreement
between Employee and the Company with respect to the subject matter hereof. This
Agreement is entered into without reliance upon any promise, warranty or
representation, written or oral, other than those expressly contained herein,
and it supersedes any other such promises, warranties, representations or
agreements. This Agreement may not be amended or modified except in a written
instrument signed by Employee and a duly authorized officer or director of the
Company.
9.2 SEVERABILITY. If a court of competent jurisdiction
determines that any term or provision of this Agreement is invalid or
unenforceable, then the remaining terms and provisions shall be unimpaired, Such
court shall have the authority to modify or replace the invalid or unenforceable
term or provision with a valid and enforceable term or provision which most
accurately represents the Parties' intention with respect to the invalid or
unenforceable term or provision.
9.3 SUCCESSORS AND ASSIGNS. This Agreement shall bind the
heirs, personal representatives, successors, assigns, executors and
administrators of each Party, and inure to the benefit of each Party, its heirs,
successors and assigns. However, because of the unique and personal nature of
Employee's duties under this Agreement, Employee may not delegate the
performance of his duties under this Agreement.
9.4 APPLICABLE LAW. This Agreement shall be deemed to have
been entered into and shall be construed and enforced in accordance with the
laws of the State of Washington as applied to contracts made and to be performed
entirely within Washington.
9.5 HEADINGS. The section headings contained herein are for
reference purposes only and shall not In any way affect the meaning or
interpretation of this Agreement.
9.6 COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF. The Parties have duly authorized and caused this
Agreement to be executed as follows.
VIXEL CORPORATION,
A DELAWARE CORPORATION
BY: /s/ XXXXXXX X. XXXXX By. Xxxxxxx X. Xxxxxxxx
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NAME Xxxxxxx X. Xxxxx TITLE: CEO and President
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DATE: 29 Dec 1998 DATE: 12/31/98
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