Exhibit 10.60
E MPLOYMENT A GREEMENT
T HIS E MPLOYMENT A GREEMENT (the “Agreement”) is entered into by
and between Byron W. Milstead (the
“Executive”) and LATTICE SEMICONDUCTOR
CORPORATION , a Delaware corporation (the
“Company”) as of May 14, 2008 (the
“Effective Date”).
1. Duties and Scope of
Employment.
(a) Position . For the term
of his employment under this Agreement (“Employment”),
the Executive will serve as the Corporate Vice President,
General Counsel and Secretary (“ GC ”). The
Executive shall report to the Company’s Chief Executive
Officer (the “CEO”). Executive will render such
business and professional services in the performance of his
duties, consistent with the Executive’s position within the
Company, as will reasonably be assigned to him by the
CEO.
(b) Obligations . The
Executive shall have such duties, authority and responsibilities
that are commensurate with being an executive officer. During the
term of his Employment, the Executive will devote Executive’s
full business efforts and time to the Company. For the duration of
his Employment, Executive agrees not to actively engage in any
other employment, occupation, or consulting activity for any direct
or indirect remuneration without the prior approval of the Board of
Directors (the “Board”) (which approval will not be
unreasonably withheld); provided, however, that Executive may,
without the approval of the Board, serve in any capacity with any
civic, educational, or charitable organization, provided such
services do not interfere with Executive’s obligations to the
Company. Executive shall perform his duties primarily at the
Company’s corporate facility in Hillsboro, Oregon.
(c) Effective Date . The
Executive shall commence full-time Employment as GC under this
Agreement on the Effective Date.
2. Cash and Incentive
Compensation.
(a) Salary . As of the
Effective Date and thereafter, the Company shall pay Executive as
compensation for his services a base salary at a gross annual rate
of not less than $245,004 (such annual salary, as is then in
effect, to be referred to herein as “Base Salary”). The
Base Salary will be paid periodically in accordance with the
Company’s normal payroll practices and be subject to the
usual, required withholdings, provided, however, that Executive
shall receive pro-rata payments of Base Salary no less frequently
than once per month. Executive’s Base Salary will be subject
to review by the Compensation Committee of the Board (the
“Committee”) not less than annually, and adjustments
will be made in the discretion of the Committee.
(b) Incentive Bonuses
.
(i) Executive shall be a participant
in an Executive Variable Compensation Plan as established by the
Company (the “EVCP”). Under the EVCP, Executive shall
be eligible to be considered for an annual fiscal year incentive
payment based on a percentage of Executive’s Base Salary as
of the beginning of such fiscal year or such higher figure that the
Committee may select (such annual amount is the “Target
Amount”). The Target Amount shall be awarded based upon the
achievement of specific milestones that will be mutually agreed
upon by the Committee and Executive no later than 45 days after the
start of each fiscal year (the “Target Amount
Milestones”). For superior achievement of the Target Amount
Milestones, Executive may earn a maximum annual fiscal year
incentive bonus of up to 250% of Executive’s Target Amount.
Cash payment for each fiscal year’s variable compensation
actually earned shall be made to Executive no later than 45 days
after the end of the applicable fiscal year for which the annual
incentive was earned.
(ii) For the Company’s 2008
fiscal year (which ends on January 3, 2009), Executive shall
be eligible to receive a pro-rated annual fiscal year incentive
payment (the “2008 Incentive Payment”) with the Target
Amount set at 40% of starting Base Salary, or $98,001, subject to
such pro-ration and the performance goals and other terms of the
EVCP. Any earned portion of the 2008 Incentive Payment shall be
paid to Executive in cash no later than 45 days after the end of
the Company’s 2008 fiscal year.
(c) Sign-On Bonus . Within
thirty days of the Start Date, Executive will receive a signing
bonus equal to $50,000, less usual, required withholdings (the
“Sign-on Bonus”). Executive will be required to refund
the Sign-on Bonus to the Company if, within the first six months
following the Start Date, Executive voluntarily resigns from his
position or Executive’s employment is terminated for
Cause.
(d) Terms of Company Compensatory
Equity Awards . Executive shall be eligible for grants of
options to purchase shares of the Company’s common stock,
restricted stock units, or other Company equity (any prior or
future compensatory equity grants to Executive shall be
collectively referred to herein as “Compensatory
Equity”) at times and in such amounts as determined by the
Committee. The Company shall recommend to the Committee an initial
stock option to purchase 266,700 shares of the Company’s
common stock at the Committee’s next regularly scheduled
meeting. The option price will be set at the closing market price
of the Company’s common stock on that day. This grant will
vest at a rate of 25% after the first year and thereafter at a rate
of 6.25% per quarter, beginning on the date of Committee
approval and have an exercise period of seven years. The Company
will also recommend to the Committee a grant of 22,400 restricted
stock units representing an equivalent number of shares of Lattice
common stock. This restricted stock unit grant will be subject to
the foregoing vesting schedule and to the provisions of the
Company’s 1999 stock plan and the notice of grant, together
with the market condition vesting provisions applicable to
executive officers of the Company. All future grants of
Compensatory Equity (and the issuance of any underlying shares) to
Executive shall be: (i) issued pursuant to an applicable
stockholder-approved plan and (ii) issued pursuant to an
effective registration statement filed with the Securities and
Exchange Commission under the Securities Act of 1933 as amended.
Accelerated vesting of Compensatory Equity may
occur: (x) pursuant to the
terms of this Agreement and in addition (y) pursuant to the
terms of the Plan and any applicable Compensatory Equity agreement.
Executive may elect to establish a trading plan in accordance with
Rule 10b5-1 of the Securities Exchange Act of 1934 for any of his
Compensatory Equity shares, provided, however, that such trading
plan must comply with all of the requirements for the safe harbor
under Rule 10b5-1 and must be either (i) approved by the Board
(such approval not to be unreasonably withheld) or
(ii) approved in accordance with any Rule 10b5-1 Trading Plan
Policy the Company may subsequently implement.
(e) Service Definition . For
purposes of this Agreement and Executive’s Compensatory
Equity, “Service” shall mean service by the Executive
as an employee and/or consultant of the Company (or any subsidiary
or parent or affiliated entity of the Company) and/or service by
the Executive as a member of the Board.
3. Vacation and Employee
Benefits. During the term of his Employment, the Executive
shall be entitled to vacation in accordance with the
Company’s standard vacation policy. During the term of his
Employment, the Executive shall be eligible to participate in any
employee benefit plans or arrangements maintained by the Company on
no less favorable terms than for other Company executives, subject
in each case to the generally applicable terms and conditions of
the plan or arrangement in question and to the determinations of
any person or committee administering such plan or
arrangement.
4. Business Expenses. During
the term of his Employment, the Executive shall be authorized to
incur necessary and reasonable travel, entertainment and other
business expenses in connection with his duties hereunder. The
Company shall promptly reimburse the Executive for such expenses
upon presentation of appropriate supporting documentation, all in
accordance with the Company’s generally applicable policies.
The Company shall also timely pay for all of Executive’s home
telecommunications phone and facsimile lines and reimburse
Executive for his actual mobile phone costs on a monthly basis (not
to exceed $200 per monthly bill).
5. Term of
Employment.
(a) Basic Rule . The Company
may terminate the Executive’s Employment with or without
Cause, by giving the Executive 30 days advance notice in writing.
The Executive may terminate his Employment by giving the Company 30
days advance notice in writing. The Executive’s Employment
shall terminate automatically in the event of his death.
(b) Employment at Will . The
Executive’s Employment with the Company shall be “at
will,” meaning that either the Executive or the Company shall
be entitled to terminate the Executive’s employment at any
time and for any reason, with or without Cause. This Agreement
shall constitute the full and complete agreement between the
Executive and the Company on the “at will” nature of
the Executive’s Employment, which may only be changed in an
express written agreement signed by the Executive and a member of
the Board.
(c) Rights Upon Termination .
Upon the termination of the Executive’s Employment, the
Executive shall be entitled to the compensation, benefits and
reimbursements described in this Agreement for the period ending as
of the effective date of the termination (the “Termination
Date”). Upon termination of Executive’s Employment for
any reason, the Executive shall receive the following payments on
the Termination Date: (i) all unpaid salary, and unpaid
vacation accrued (if applicable), through the Termination Date,
(ii) any unpaid, but earned and accrued incentive payments for
any completed applicable determination period under the EVCP
(whether paid quarterly, annually or as might otherwise be
established under the EVCP) which has not yet been paid on the
Termination Date and (iii) any unreimbursed business expenses.
Executive may also be eligible for other post-Employment payments
and benefits as provided in this Agreement.
6. Termination
Benefits.
(a) Severance Pay . If there
is an Involuntary Termination (as defined below) of
Executive’s Employment, then the Company shall pay the
Executive an amount equal to 1.0 times Executive’s then Base
Salary, plus up to 1.0 times Executive’s then Target Amount
(adjusted pro rata on a monthly basis depending upon the month in
which the Involuntary Termination may occur) (collectively in the
aggregate, the “Cash Severance”). Such Cash Severance
shall be made in a single lump sum cash payment to Executive on the
effective date of the separation agreement referenced in
Section 8(a). Executive shall also be entitled to receive the
benefits provided in Sections 6(b) and 6(c) and, if applicable,
6(d).
(b) Health Insurance . If
Subsection (a) above applies, and if Executive elects to
continue health insurance coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”) following
the termination of his Employment, then the Company shall reimburse
Executive’
