Exhibit 10.11
TERAYON CORPORATION
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into by and between TERAYON CORPORATION, a
California corporation (the "Company"), and ▇▇▇▇ ▇▇▇▇▇ ("Employee"), as of this
__ day of February, 1993 at San Jose, California.
In consideration of the mutual promises contained below, the parties agree
as follows:
1. EMPLOYMENT.
(a) ACCEPTANCE. By this Agreement, the Company employs Employee and Employee
accepts employment with the Company. Employee represents to the Company that he
is free to enter into and fully perform the duties described under this
Agreement.
(b) DUTIES. Employee will serve the Company in the capacity of Chief
Executive Officer and Chief Financial Officer, performing such duties as the
Board of Directors will determine from time to time in its discretion. Employee
will perform and discharge all of his duties to the best of his ability on a
part-time basis.
2. DURATION. This Agreement and Employee's employment with the Company is not
for a specified term, is at will and may be terminated by either party with or
without cause at any time upon written notice. This Agreement will terminate
upon the death of the Employee.
3. SALARY AND BENEFITS.
(a) SALARY. For the performance of all of Employee's obligations under this
Agreement, the Company will pay Employee a salary as the Board of Directors will
determine, payable as earned in accordance with the payroll policies of the
Company as constituted from time to time.
(b) STOCK PURCHASE. The Company's Board of Directors (the "Board") will
grant the Employee an opportunity to purchase 100 shares (the "Shares") of the
Company's Common Stock subject to the terms and conditions of a Founder's
Restricted Stock Purchase Agreement (the "Stock Purchase Agreement").
(c) RESTRICTIONS ON SHARES. The Purchase Agreement shall provide that as a
condition to purchasing the Shares Employee will deliver to the Company an
Irrevocable Proxy (the "Proxy") appointing ▇▇▇▇▇ ▇▇▇▇▇ (the "Proxy Holder") as
Employee's attorney and proxy to attend meetings, vote, give consents and in all
other ways to act in his place with respect to the Shares for a period of ten
years from the effective date of the Purchase Agreement or until such time as
the Proxy Holder's right to hold the Proxy is terminated according to the terms
that certain Employment Agreement dated February __, 1993 between the Company
and the Proxy Holder. In addition, the Purchase Agreement will provide that the
Shares will be subject to certain rights of first refusal as set forth in the
Company's Bylaws.
1.
(d) EXPENSES. The Company will reimburse Employee for all reasonable and
necessary travel and other expenses incurred by Employee in connection with
his duties hereunder in accordance with the Company's normal timetable of
expense reimbursements in effect from time to time.
(e) OTHER BENEFITS. During the term of employment under this Agreement the
Employee will be entitled to receive other benefits of employment generally
available to the Company's other similarly situated employees as he becomes
eligible for them.
(f) WITHHOLDING. All sums payable to Employee under this Agreement will be
reduced by all federal, state, local and other withholding and similar
taxes and payments required by applicable law.
4. ADDITIONAL TERMS.
(a) ASSIGNMENT. This Agreement is not assignable by Employee except with the
written consent of the Company. This Agreement will be binding upon Employee's
heirs, executors, administrators, other legal representatives and assigns and is
for the benefit of the Company, its successors, assigns and affiliates.
(b) GOVERNING LAW. This Agreement will be construed in accordance with and
governed by the laws of the State of California.
(c) ENTIRE AGREEMENT. This Agreement expresses the entire understanding of
the parties with respect to the subject matter hereof and supersedes and
terminates any prior oral or written agreement with respect to such subject
matter.
(d) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same document.
(e) NOTICES. All notices hereunder will be in writing and will be deemed to
have been given when delivered personally or mailed by certified mail, return
receipt requested, to the other party at the address set forth below such
party's signature hereto, or at such other address as may be hereafter requested
for such purpose by notice duly given hereunder.
2.
The parties to this Agreement hereby accept and agree to the above terms
and acknowledge receipt of a copy of this Agreement.
TERAYON CORPORATION ___________________________________
Employee's Signature
By: ▇▇▇▇ ▇▇▇▇▇
_________________________________ ___________________________________
(Employee's Name)
Title: ______________________________
Address: ____________________________ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
_________________________
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
_____________________________________ ___________________________________
3.
