EXHIBIT 10.20
▇▇▇▇ ▇▇▇▇▇▇ EMPLOYMENT AGREEMENT
DATED AS OF JANUARY 4, 1997
January 4, 1997
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
This is a revision to our previous offer. We are pleased to make our offer of
employment with Xylan Corporation as Vice President of Finance and Chief
Financial Officer. Your compensation and benefits are outlined on the attached
pages of this letter and on the attached Individual Compensation Letter.
The offer contained in this letter constitutes the entire compensation agreement
between you and the Company. Any verbal agreement, assurance or understanding
will not alter this offer. Please sign the copy of this letter indicating your
acceptance of this offer and also sign the Compensation Plan indicating
acceptance of the Plan.
You understand and acknowledge that your employment with the Company is for an
unspecified duration and constitutes "at-will" employment and any representation
to the contrary is unauthorized and not valid unless obtained in writing and
signed by the President of the Company. You acknowledge that this employment
relationship may be terminated at any time, with or without good cause or for
any or no cause, at the option either of the Company or yourself, with or
without notice. This offer is made contingent upon your reading and signing the
standard Xylan Corporation Non-Disclosure Agreement.
For purposes of federal immigration law, you will be required to provide to the
Company documentary evidence of your identity and eligibility for employment in
the United States. Such documentation must be provided to us within three (3)
business days of our date of hire, or our employment relationship with you may
be terminated.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
Director, Human Resources
Acceptance:
/s/ ▇▇▇▇ ▇▇▇▇▇▇ 1/31/97
_________________________________ ______________
By: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Start Date
BENEFITS PACKAGE
STANDARD BENEFITS
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VACATION: 10 days per year, vacation is accrued daily.
HOLIDAYS: 10 paid holidays per calendar year.
FLOATING DAY: 1 per year.
EDUCATION PROGRAM: Up to $2,000 per year in reimbursement for
successfully completed courses.
LIFE INSURANCE: Two times your base salary; if
commissioned employee, two times your
targeted compensation plan.
EMPLOYMENT ASSISTANCE
PROGRAM (EAP): Five (5) sessions per employee and/or
family member per calendar year with a
participating Provider.
SHORT TERM DISABILITY: 66 2/3% of your salary after 7 days to 90
days (maximum of $500/week).
LONG TERM DISABILITY: 66 2/3% of your salary after 90 days of
disability.
OPTIONAL BENEFITS
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MEDICAL, DENTAL, VISION: $7.00 deduction for employee coverage Semi
Monthly, $15.00 Semi Monthly for employee and
dependent coverage. All Medical/dental/vision
benefits are effective on your date of hire.
401(K): 25% Employer match on our 401(k)
contribution to a maximum of $2,000 per
year.
FLEX BENEFITS: Pre-taxed health care and dependent care
accounts.
EMPLOYEE STOCK PURCHASE PLAN: Can contribute from 1-10% of your base
salary and purchase Xylan Stock with out
Employee Stock Purchase Plan (enrollment
date Feb. 1).
COMPENSATION PACKAGE FOR
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TITLE: Vice President of Finance and CFO
BASE LOCATION: Calabasas
POSITION REPORTS TO: ▇▇▇▇▇ ▇▇▇
COMPENSATION
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BASE SALARY: $16,667 per month
MANAGEMENT BONUS: Eligible to participate in the Management Bonus
plan for 1997; the plan has an incentive payout
of 5% (maximum) of annual salary for achieving
MBO targets and 33% (maximum) of annual salary
for achieving Corporate financial goals.
If Adflex does not pay your January, 1997
bonus of $28,000, Xylan will pay this bonus
by the end of January, 1997 if you start by
the end of January.
In the quarter ending June 30, 1997, Xylan will
guarantee a bonus payment of $28,000--to be paid
by July 31, 1997.
FLSA STATUS: Exempt (salaried)
RELOCATION: Up to $125,000 reimbursement including gross up
(per attached policy).
In addition, Xylan will pay your monthly
costs of your Phoenix house until it sells
including mortgage, property taxes,
homeowners feed, insurance and maintenance
costs and will gross up this amount for
income taxes.
If Adflex requires you to pay back the
relocation expenses for your move to Phoenix,
Xylan will pay back Adflex.
COMPENSATION PACKAGE FOR
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(continued)
Xylan will fund you a non-interest bearing
"bridge loan" up to $350,000 to assist you
to purchase a home in Southern California--
to be repaid upon sale of your Phoenix
house.
TEMPORARY LIVING: Xylan will pay for temporary living at the
company furnished apartment or an apartment of
your choice.
STOCK OPTIONS: 100,000 ISO's (subject to IRS $100k limit)
OPTION PRICE: At fair market value on date of grant by BOD.
VESTING: 20% after the first year, then the remaining
vest only (1/48 per month for 4 years).
PLEASE NOTE: All stock options require approval by Xylan's Board of Directors
and must be issued in compliance with the terms of 1996 Stock Incentive Plan and
in compliance with all applicable security laws.
Review and accepted by:
/s/ ▇▇▇▇ ▇▇▇▇▇▇ 1/4/97
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Date
XYLAN CORPORATION
RELOCATION POLICY & PROCEDURE
The following expense items qualify as reimbursable under the Xylan relocation
plan. Appropriate documentation and/or receipts must be submitted on a Xylan
expense report.
All expense reports must be submitted to Human Resources for review prior to
being submitted to Accounts Payable.
Other items not listed must be pre-approved by Human Resources prior to
incurring the expense.
ELIGIBLE RELOCATION EXPENSES
. Moving expense (furniture, autos, personal items)
. Points, fees, and other closing costs
. Temporary housing during visits
. Temporary automobile expenses during visits
. Airfare for visits
. Meals during visits
Xylan's relocation policy is to reimburse for relocation expenses on a dollar-
for-dollar basis with no off-set for taxes unless stated in your offer letter.
All employees should be aware that some of Xylan's reimbursable expenses may not
be deductible for tax purposes. It is recommended that recipients seek the
advice of a tax advisor.
