Exhibit 10.34
EMPLOYMENT
AGREEMENT
between
MAXIM INTEGRATED PRODUCTS,
INC.,
a Delaware Corporation
and
Vijaykumar Ullal
April 1, 1995
TABLE OF CONTENTS
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Page
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1. Employment
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1
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2. Noncompetition
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1
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3. Compensation of Employee
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2
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4. Expense Reimbursement
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2
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5. Stock Options
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2
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6. Proprietary Information and
Inventions
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3
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7. Termination by Company
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3
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8. Termination Employee
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4
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9. Arbitration
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6
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10. Assignment and Binding Effect
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7
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11. Notices
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7
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12. Choice of Law
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8
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13. Integration
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8
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14. Amendment
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8
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15. Termination of Agreement
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8
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16. Waiver
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8
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17. Severability
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8
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18. Interpretation; Construction
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8
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EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into effective as of
April 1, 1995 by and between Maxim Integrated Products, Inc.,
a Delaware corporation (the “Company”), and Vijaykumar
Ullal (“Employee”).
RECITALS:
A. The Company and the Employee wish
to set forth the terms and conditions of the Employee’s
continued employment by the Company.
B. The Company would like to retain
Employee’s services as a consultant to the President of the
Company following Employee’s termination of employment with
the Company in exchange for making health insurance coverage
(medical and dental) available to Employee and his spouse and
dependents, if any, following his termination of
employment.
AGREEMENT:
In consideration of the foregoing
and of the mutual covenants and conditions herein contained, the
parties hereto agree as follows:
1. Employment .
1. Employee is Managing Director,
Wafer Fab Operation at this time and shall serve in that or in such
other function as may be assigned from time to time by the Company
and shall perform the duties customarily associated with such
function from time to time and at such place or places as the
Company shall reasonably designate or as shall be reasonably
appropriate and necessary in connection with such employment. This
Agreement shall not affect the Company’s right to demote or
promote Employee or to change Employee’s function within the
Company.
2. Employee will to the best of
Employee’s ability, devote his best efforts and substantially
all of his business time and attention to the performance of his
duties hereunder and the business and affairs of the
Company.
3. Employee will duly, punctually
and faithfully perform and observe any and all rules and
regulations which the Company may now or shall hereafter establish
governing the conduct of its business.
2. Noncompetition . During
the period of Employee’s employment with the Company and
during the period in which Employee is a consultant to the
President of the Company, Employee shall not engage in competition
with the Company, either directly or indirectly, in any manner
or
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capacity, as adviser, principal, agent, partner,
officer, director, employee, member of any association or
otherwise, in any phase of the business of developing,
manufacturing or marketing products which are in the same field as,
or which otherwise compete with, the products or proposed products
of the Company. Ownership by Employee, as a passive investment, of
less than one percent (1%) of the outstanding shares of
capital stock of any corporation with one or more classes of its
capital stock listed on a national securities exchange or publicly
traded in the over-the-counter market shall not constitute a breach
of this section.
3. Compensation of Employee
.
1. As of the date of this Agreement,
the Company pays Employee a base salary of One Hundred and Thirteen
Thousand Five Hundred and Twenty Dollars ($113,520.00) per year,
payable in installments consistent with the Company’s normal
payroll practices for its employees.
2. The Company will consider raising
Employee’s salary from time-to-time, but any decision in
respect thereof shall be at the Company’s sole
discretion.
3. Employee’s performance
shall be reviewed by the Company on a periodic basis (but not less
than once in each fiscal year) and the Company may, in its sole
discretion, award such bonuses to Employee as shall be appropriate
or desirable based on Employee’s performance.
4. All of Employee’s
compensation shall be subject to customary withholding taxes and
any other employment taxes as are commonly required to be collected
or withheld by the Company.
5. For so long as Employee is
employed by the Company, Employee shall be entitled to fringe
benefits, vacation and holidays in accordance with the
Company’s standard employment policies and practices for all
employees.
4. Expense Reimbursement .
The Company shall reimburse Employee from time to time, in
accordance with its normal practice and subject to its normal
policies and procedures as to expense reimbursement, for all
reasonable and necessary travel expenses, disbursements and other
reasonable and necessary incidental expenses incurred by him on
behalf of the Company in the performance of his duties
hereunder.
5. Stock Options . In
consideration of the services performed and to be performed by
Employee for the Company, pursuant to the Company’s stock
option plans, the Company has granted to Employee options to
purchase common shares of the Company.
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6. Proprietary Information and Inventions
. Employee has previously executed a Proprietary Information and
Inventions Agreement. The terms of said agreement are incorporated
by reference in this Agreement, and Employee hereby confirms his
agreement to be bound thereby.
7. Termination by Company .
This Agreement does not grant the Employee any right or entitlement
to be retained by the Company, and shall not affect or prejudice
the Company’s right to discharge the Employee in accordance
herewith. The Company may terminate Employee’s employment
either for cause or other than for cause.
1. Termination With Cause .
The Company may terminate Employee’s employment with Company
at any time for cause, immediately upon notice to Employee of the
circumstances lending to such termination for cause. In the event
that Employee’s employment is terminated for cause, all
compensation and benefits, except benefits provided by law (e.g.,
COBRA health insurance continuation benefits), will immediately
cease to accrue, and all compensation and benefits accrued through
the date of termination shall be paid promptly to Employee as
required by law. The date of termination shall be the date upon
which notice of termination is given. The Company shall have no
further obligation to pay severance of any kind nor to make any
payment in lieu of notice; and neither Employee nor the Company
shall have any obligations under Section 8 below.
2. Termination Without Cause
. The Company may terminate Employee’s employment with the
Company at any time, upon advance written notice to the Employee,
without cause. Such notice shall specify the effective date of
termination. Notice or severance payments in lieu of notice shall
be in accordance with the Company’s normal policy or as
mutually agreed between Company and Employee. Except for any such
severance payments and except benefits provided by law (e.g., COBRA
health insurance continuation benefits), all compensation and
benefits will immediately cease to accrue after the effective date
of termination; and neither Employee nor the Company shall have any
obligations under Section 8 below. All compensation and
benefits accrued through the date of termination shall be paid
promptly to Employee as required by law.
3. Definition of Cause . For
purposes of this Agreement, “cause” shall mean:
(a) actions not specifically authorized by an officer senior
to Employee that are knowingly for the pecuniary benefit of
Employee or members of his family, and that materially and
adversely affect the business or affairs of the Company or any
subsidiary or affiliate thereof; (b) willful and material
violation of Company policies or procedures; (c) the
commission by Employee of an act involving embezzlement or fraud
against the Company or commission conviction of a felony or of my
crime involving moral turpitude; or (d) the repeated use by
Employee of either (i) alcohol or (ii) an illegal
substance (other than under a physician’s prescription) in a
manner which impairs his carrying out his duties.
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8. Termination by Employee . This
Agreement shall not interfere in any way with Employee’s
right to terminate his employment with the Company at any time,
upon at least one hundred twenty (120) days advance written
notice.
8.1 Post-Employment
consultation . In the event Employee terminates his full-time
employment with the Company in accordance with Section 8 and
provides in his written notice of termination notice to the
President of the Company or the Board of Directors that he is
willing and able to act as a c