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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: MAXIM INTEGRATED PRODUCTS, INC You are currently viewing:
This Employee Retention Agreement involves

MAXIM INTEGRATED PRODUCTS, INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 9/30/2008
Industry: Semiconductors     Sector: Technology

EMPLOYMENT AGREEMENT, Parties: maxim integrated products  inc
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Exhibit 10.34

EMPLOYMENT AGREEMENT

between

MAXIM INTEGRATED PRODUCTS, INC.,

a Delaware Corporation

and

Vijaykumar Ullal

April 1, 1995


TABLE OF CONTENTS

 

 

 

 

Section

  

Page

1. Employment

  

1

2. Noncompetition

  

1

3. Compensation of Employee

  

2

4. Expense Reimbursement

  

2

5. Stock Options

  

2

6. Proprietary Information and Inventions

  

3

7. Termination by Company

  

3

8. Termination Employee

  

4

9. Arbitration

  

6

10. Assignment and Binding Effect

  

7

11. Notices

  

7

12. Choice of Law

  

8

13. Integration

  

8

14. Amendment

  

8

15. Termination of Agreement

  

8

16. Waiver

  

8

17. Severability

  

8

18. Interpretation; Construction

  

8


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

 

1


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.

 

2


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.

 

3


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


 
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