RETENTION AGREEMENTEmployee Retention Agreement |
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EXHIBIT 10.1
January 31, 2007
Bradley W. Yates
Mindspeed Technologies, Inc.
4000 MacArthur Boulevard
Newport Beach, California 92660
Dear Brad,
The purpose of this letter is
to document the decisions and agreements we have reached following our discussions
regarding the business opportunities and challenges facing Mindspeed, your
personal career plans and goals, and your commitment to our business.
In this regard we have
reached the following set of agreements.
Your Commitment
You will commit to continuing
employment with Mindspeed through at least January 31, 2009, and should
you choose to leave on or after that date you will give notice of your intent
to leave at least six months prior to your scheduled departure. Additionally,
should you choose to leave, you agree that you will assist in recruiting your
successor and effecting a smooth transition and, for twelve months following
your departure, be available to provide consulting services of up to 30 hours
per quarter to the Mindspeed Board, the Mindspeed executive team or your
successor, as mutually agreed to by you and Mindspeed without additional
compensation. In addition, for twelve months following your departure, you
agree not to employ, solicit for employment or recommend for employment any
person employed by Mindspeed.
In recognition of this
commitment Mindspeed agrees to the following financial and career development
terms.
Mindspeed’s
Financial Commitments
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1. |
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Mindspeed will
pay you a cash retention bonus of $50,000 on or about February 16, 2007
(contingent upon your being an employee on that date). In the event you
terminate employment voluntarily before January 31, 2009 you agree to
promptly repay to Mindspeed a portion of the retention bonus equal to the
dollar amount resulting from multiplying $50,000 by x/y where x
equals the number of days then remaining until January 31, 2009 and y
equals the number of days in the period from the date of the bonus until
January 31, 2009. In addition, should you continue to be employed by
Mindspeed on January 31, 2009, you will receive an additional bonus
equal to your then current annual base salary payable bi-weekly over the
ensuing twelve months in substantially equal installments per
Mindspeed’s normal pay practices. |
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2. |
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We will
recommend to the Mindspeed Compensation Committee that it grant you a stock
option award under the Mindspeed Long Term Incentive Plan of 175,000 shares
on or about February 2, 2007 (contingent upon your continuing to be an
employee as of the grant date). These options will vest on a time-based
schedule starting in the second year following the grant date, with eight
equal vesting traunches over the ensuing eight quarters with the first
traunch vesting on or about April 30, 2008. Additionally, the option
vesting schedule will include an acceleration provision that stipulates that,
if and when Mindspeed’s stock price reaches or exceeds $3.00 for a
period of ten consecutive trading days, 100% of the options will immediately
vest in full on the first business day of the month following the last day of
such ten-day period; provided that, in the event you elect to leave Mindspeed
on or prior to January 31, 2009, you agree to promptly pay to Mindspeed
the amount of any economic benefit realized by you as a result of the exercise
of any portion of those options that would not have vested as a result of
your termination of employment but for such acceleration. |
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3. |
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We will
recommend to the Compensation Committee that it grant you a restricted stock
award under the Mindspeed Long T
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