Exhibit 10.9
SOCKET MOBILE,
INC.
[FORM OF] EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as
of [ Date ], 2009 and is effective December 31, 2008 by and
between Socket Mobile, Inc., a Delaware corporation (the
"Company"), and [ Name of Executive ] (the "Executive").
WHEREAS, the Company desires to continue to employ the Executive
and the Executive desires to be employed by the company upon the
terms and conditions set forth below.
WHEREAS, the Company and the Executive entered into an
employment agreement dated [INSERT DATE] (the "Prior Employment
Agreement") which expired on December 31, 2008; and
WHEREAS, the Company and the Executive wish to renew the Prior
Employment Agreement and to restate the terms of Executive's
Employment Agreement, in order to come into documentary compliance
with Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code"), and any final regulations and official guidance
promulgated thereunder ("Section 409A"), as set forth below.
NOW THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth herein, the Company
and Executive agree as follows:
1. Term of the Agreement . The Company hereby employs the
Executive and the Executive hereby accepts employment with the
Company under this Agreement commencing on the Effective Date and
expiring on December 31, 2011 (the "Employment Period") subject,
however, to prior termination as provided pursuant to Section 5 of
this Agreement.
2. Duties and Obligations
a. The Executive shall
report to, and follow the instructions and wishes of, the Company's
Chief Executive Officer. [ Substitute Chairman of the Board for
Chief Executive Officer for the CEO; substitute Chief Financial
Officer for the Vice President and Controller ].
b. The Executive
agrees that to the best of his ability and experience, he will at
all times loyally and conscientiously perform all of the duties and
obligations required of and from him pursuant to the express and
implicit terms hereof.
3. Devotion of Entire time to the Company's Business
a. During the term of
his employment, the Executive shall, during regular business hours,
devote all of his attention, knowledge, skills, interests, and
productive time to the business of the Company, and the Company
shall be entitled to all of the benefits and profits arising from
or incident to all work, services, and advice of the Executive.
b. During the term of
his employment, the Executive shall not, directly or indirectly,
either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other
individual or representative capacity, engage or participate in any
business that is competitive in any manner whatsoever with the
business of the Company.
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4. Compensation and Benefits
a. Compensation and
Benefits . During the term of this Agreement, the Company shall
pay to the Executive a base annual salary not less than the current
base salary in effect, payable in equal semi-monthly installments
in accordance with the Company's payroll schedule. During the term
of this Agreement, the Executive shall be eligible for salary and
merit increases in his base salary as determined in the sole
discretion of the Company's Board of Directors.
b. Variable
Compensation . During the term of this Agreement, the Executive
is entitled to participate in the Company's Management Variable
Incentive Compensation Plan according to its terms as set by the
Company's Board of Directors.
c. Insurance .
The Executive shall be entitled to the prerequisites and benefits
generally available to the other executive employees and their
families through group insurance programs sponsored by the
Company.
d. Paid Time
Off . The Executive shall be entitled to accrue paid time off
("PTO") in accordance with the Company's PTO policy applicable to
all employees.
e. Savings Plan
. The Executive shall be entitled to the prerequisites and benefits
generally available to other executive employees through tax
deferred savings, pension and similar programs when and if
sponsored by the Company.
5. Termination of Employment
a. The Executive
understands that either he or the Company may terminate the
employment relationship between them at any time, for any reason,
with or without Cause. For purposes of this Agreement, "Cause" for
termination of employment by the Company is defined as a
determination in the sole discretion of the Company's Board of
Directors of the occurrence of any of the following:
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i.
Gross misconduct or fraud by the Executive;
ii.
Misappropriation of the Company's proprietary information by the
Executive;
iii.
Willful and continuing breach by the Executive of his duties under
this Agreement after the Company has given notice to the Executive
thereof and Executive has had 30 days in which to cure such
breach.
b. If at any time
during the Employment Period, the Executive's employment is
terminated other than for Cause (as defined above) or death, or in
the event of the Executive's termination of employment due to
Executive's disability (as defined in Code Section 22(e)(3)), then,
subject to any required delay period as described in Appendix A,
the Company shall provide to Executive (or his beneficiary in the
event of death) each of the following:
i.
The Executive's regular base salary for a period of three (3)
months plus one month for each completed two years of service up to
a maximum of six (6) months (the "Period"), payable on normal
company paydays during the Period. The Executive will be entitled
to receive this payment regardless of whether or not he secures
other employment during the Period.
ii.
Except in the event of death, continued health insurance benefits
pursuant to COBRA until the earlier of either: (a) such time as the
Executive becomes eligible for health insurance benefits provided
by another employer; or (b) the expiration of the Period. The
Executive agrees that should he become eligible for health
insurance benefits provided by another employer during the Period,
he will immediately provide written notice of such event to the
Company's Board of Directors.
iii.
For the quarter in which the Executive's employment is terminated,
he will receive the full variable compensation amount, pursuant to
the terms of the Management Variable Incentive Compensation Plan,
to which he would otherwise have been entitled had he remaine