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Exhibit
10.15
SECURE COMPUTING
CORPORATION
EMPLOYMENT, CONFIDENTIAL
INFORMATION,
AND ARBITRATION
AGREEMENT
As a condition of my
employment with SECURE COMPUTING CORPORATION, its subsidiaries,
affiliates, successors or assigns (together the
“Company”), and in consideration of my employment with
the Company and my receipt of the compensation now and hereafter
paid to me by Company, I agree to the following:
1. At-Will Employment/Termination
of Employment .
(a) I UNDERSTAND AND ACKNOWLEDGE THAT MY
EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND
CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND
THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT
VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY. I 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 MYSELF, WITH OR WITHOUT NOTICE.
(b) The Company shall have the right, on
written notice to you,
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(i) |
to terminate your employment immediately at any time for cause,
or |
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(ii) |
to terminate your employment at any time without cause provided
the Company shall be obligated in either case to pay to you as
severance an amount equal to six (6) month’s base salary
less applicable taxes and other required withholdings and any
amount you may owe to the Company, payable in full immediately upon
such termination. Such severance payment shall be contingent upon
you signing a Separation and Release Agreement in a form
satisfactory to the Company which assures, among other things, that
you will not commence any type of litigation or other claims as a
result of the termination. If your position is terminated during
your first full year of employment your severance pay shall be
until your first year stock vesting date or six (6) months,
whichever is greater. Your severance shall include continuation of
stock vesting and benefits. |
If the company experiences a
change of control and subsequent to such change of control your
employment is terminated within twelve (12) months from the
date of the change of control, you will receive a six
(6) month severance pay, subject to signing a separation and
release agreement. This severance amount is subject to deductions
and applicable tax withholdings as required by law.
(c) For purposes of this Section, you
may be terminated for cause if, in the reasonable determination of
the Company’s Chief Executive Officer (CEO), you are
convicted of any felony or of any crime involving moral turpitude,
or participate in fraud against the Company, or intentionally
damage any property of the Company, or wrongfully disclose any
trade secrets or other confidential information of the Company to
any of its competitors, or materially breach Section 2
(Confidential Information) of this Agreement.
2. Confidential
Information .
(a) Company
Information . I agree at all times during the term of my
employment and thereafter, to hold in strictest confidence, and not
to use or disclose, except for the benefit of the Company, or to
disclose to any person, firm or corporation without written
authorization of the Chief Executive Officer of the Company, any
Confidential Information of the Company. I understand that
“Confidential Information” means any Company
proprietary information, technical data, trade secrets or know-how,
including, but not limited to, research, product plans, products,
services, customer lists and customers (including, but not limited
to, customers of the Company on whom I called or with whom I became
acquainted during the term of my employment), markets, software,
developments, inventions, processes, formulas, technology, designs,
drawings, engineering data, hardware configuration information,
marketing, financial or other business information disclosed to me
by the Company either directly or indirectly in writing, orally or
by drawings or observation of parts or equipment. I further
understand that Confidential Information does not include any of
the foregoing items which has become publicly known and made
generally available through no wrongful act of mine or of others
who were under confidentiality obligations as to the item or items
involved or improvements or new versions thereof.
Exec. Employment
Agmt
(b) Former Employer
Information . I agree that I will not, during my employment
with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer
or other person or entity and that I will not bring onto the
premises of the Company any unpublished document or proprietary
information belonging to any such employer, person or entity unless
consented to in writing by such employer, person or
entity.
(c) Third Party
Information . I recognize that the Company has received and
in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use
it only for certain limited purposes. I agree to hold all such
confidential or proprietary information in the strictest confidence
and not to disclose it to any person, firm or corporation or to use
it except as necessary in carrying out my work for the Company
consistent with the Company’s agreement with such third
party.
3. Conflicting Employment
. I agree that, during the term of my employment with the Company,
I will not engage in any other employment, occupation, consulting
or other business activity directly related to the business in
which the Company is now involved or becomes involved during the
term of my employment, nor will I engage in any other activities
that conflict with my obligations to the Company.
4. Returning Company
Documents . I agree that, at the time of leaving the employ
of the Company, I will deliver to the Company (and will not keep in
my possession, recreate or deliver to anyone else) any and all
devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings blueprints, sketches,
materials, equipment, other documents or property, or reproductions
of any aforementioned items developed by me pursuant to my
employment with the Company or other
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