MAURICE E. CARSON EMPLOYMENT
AGREEMENT
This Agreement is
entered into as of August 17, 2009 (the “ Effective
Date ”) by and between Actel Corporation (the “
Company ”), and Maurice E. Carson (“
Executive ”).
1. Duties
and Scope of Employment .
(a)
Positions and Duties . As of the Effective Date, Executive
will serve as Executive Vice President and Chief Financial Officer
of the Company. Executive will render such business and
professional services in the performance of his duties, consistent
with Executive’s position within the Company, as will
reasonably be assigned to him by the President and Chief Executive
Officer (“ CEO ”). The CEO may modify
Executive’s job title and duties as he deems necessary and
appropriate in light of the Company’s needs and interests
from time to time. The period of Executive’s employment under
this Agreement shall be two (2) years from the Effective Date
and is referred to herein as the “ Employment Term
,” unless sooner terminated pursuant to the provisions of
this Agreement. At the conclusion of the Employment Term, the
parties agree that the rights and obligations regarding severance
and term employment shall expire and Executive’s employment
with the Company will continue as “at-will” employment
and may be terminated or modified at any time with or without cause
or notice.
(b)
Obligations . During the Employment Term, Executive will
perform his duties faithfully and to the best of his ability and
will devote his full business efforts and time to the Company. For
the duration of the Employment Term, 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 CEO and the Board of Directors (the “
Board ”).
2.
At-Will Employment . The parties agree that
Executive’s employment with the Company will be
“at-will” employment and may be terminated at any time
with or without cause or notice. Executive understands and agrees
that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way
serve as the basis for modification, amendment, or extension, by
implication or otherwise, of his employment with the Company.
However, as described in this Agreement, Executive may be entitled
to severance benefits depending on the circumstances of
Executive’s termination of employment with the
Company.
(a)
Base Salary . During the Employment Term, the Company will
pay Executive an annual salary of $332,000 as compensation for his
services (the “ 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
withholding. Executive’s salary will be subject to review and
adjustments will be made based upon the Company’s normal
performance review practices.
(b)
Incentive Bonus . For Fiscal 2009, Executive will be
entitled to receive a bonus of 40% of the base salary he earned in
2009. The bonus will be paid in accordance with the
Company’s
normal bonus payment practices and be subject to the usual,
required withholding. For Fiscal 2010, Executive will be entitled
to receive a bonus of 25% of his base salary, or the calculated
bonus payment for Executive, whichever is larger. The bonus will be
paid in accordance with the Company’s normal bonus payment
practices and be subject to the usual, required
withholding.
(c)
New Hire Equity . On or after the Effective Date, as
determined by the Board, Executive will be granted three
stock-settled stock appreciation rights (“ SARs
”). The first stock-settled stock appreciation right (“
SAR” ) will be to purchase 100,000 shares of the
Company’s Common Stock at an exercise price per share of the
fair market value (“ FMV ”) of Actel stock on
the date of grant, as defined in the Company’s 1986 Equity
Incentive Plan (the “ 1986 Plan ”). Subject to
the accelerated vesting provisions set forth herein, the SAR will
vest in accordance with the Company’s standard vesting
schedule, which is ratably on a quarterly basis over four years
from the grant date, except that 25% of the shares subject to the
SAR shall not become exercisable until one year after the grant
date.
The second SAR
granted will be to purchase 25,000 shares of the Company’s
Common Stock at an exercise price per share of the fair market
value (“ FMV ”) of Actel stock on the date of
grant, as defined in the Company’s 1986 Equity Incentive Plan
(the “ 1986 Plan ”). Subject to the accelerated
vesting provisions set forth herein, the SAR will vest in
accordance with the Company’s standard vesting schedule,
which is ratably on a quarterly basis over four years from the
grant date, except that 50% of the shares subject to the SAR shall
not become exercisable until two years after the grant
date.
The third SAR
granted will be to purchase 35,000 shares of the Company’s
Common Stock at an exercise price per share of the fair market
value (“ FMV ”) of Actel stock on the date of
grant, as defined in the Company’s 1986 Equity Incentive Plan
(the “ 1986 Plan ”). The SAR will not become
exercisable until four years from the grant date.
The SARs will be
fully vested and exercisable four (4) years from the date of
grant, subject to Executive continuing to be a Service Provider (as
defined in the Plan) through the relevant vesting dates. The SARs
will be subject to the terms, definitions and provisions of the
Company’s 1986 Plan and the Stock Appreciation Right
Agreement by and between Executive and the Company (the “
SAR Agreement ”), both of which documents are
incorporated herein by reference.
(d) Equity.
Executive will be eligible to receive awards of stock options,
SARs, restricted stock units (“RSUs”) or other equity
awards pursuant to any plans or arrangements the Company may have
in effect from time to time. The Board or its committee will
determine in its discretion whether Executive will be granted any
such equity awards and the terms of any such award in accordance
with the terms of any applicable plan or arrangement that may be in
effect from time to time.
For Fiscal 2010,
as part of the regular Executive equity grant process, Executive
will be granted a SAR to purchase 50,000 shares of the
Company’s Common Stock at an exercise price per share of the
fair market value (“ FMV ”) of Actel stock on
the date of grant, as defined in the Company’s 1986 Equity
Incentive Plan (the “ 1986 Plan ”). The SAR will
vest in accordance with the Company’s standard vesting
schedule, which is ratably on a quarterly basis over four years
from the grant date, except that 50% of the shares subject to the
SAR shall not become exercisable until
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two years after
the grant date. In addition, Executive will be granted 10,000 RSUs.
The RSUs will vest in accordance with the Company’s standard
vesting schedule, which is ratably on an annual basis over four
years from the initial vesting date, except that 50% of the shares
subject to the RSU shall not become exercisable until two years
after the initial vesting date.
The SARs and the
RSUs will be fully vested and exercisable four (4) years from
the date of grant, subject to Executive continuing to be a Service
Provider (as defined in the Plan) through the relevant vesting
dates. The SARs will be subject to the terms, definitions and
provisions of the Company’s 1986 Plan and the Stock
Appreciation Right Agreement by and between Executive and the
Company (the “ SAR Agreement ”), both of which
documents are incorporated herein by reference. The RSUs will be
subject to the terms, definitions and provisions of the
Company’s 1986 Plan and the Restricted Stock Unit Agreement
(the “ RSU Agreement ”) by and between Executive
and the Company, both of which documents are incorporated herein by
reference.
(e)
Relocation and Temporary Living Reimbursement . During the
Employment Term, the Company will reimburse Executive for
reasonable moving expenses incurred by Executive and his family
during their relocation from Executive’s primary residence to
the Mountain View area, subject to the terms, definitions and
provisions of the Company’s Relocation Policy and Acceptance
(“ Relocation Agreement ”) incorporated herein
by reference.
(f)
Signing Bonus . Executive will receive $85,000, subject to
the usual, required withholding. This bonus will be paid in
accordance with the Company’s normal payroll cycles, and not
later than one month from the Effective Date. If Executive
voluntarily resigns before the expiration of the Employment Term,
he shall be obligated to repay the entire sum of the signing bonus
to the Company.
4.
Employee Benefits . During the Employment Term, Executive
will be entitled to participate in the employee benefit plans
currently and hereafter maintained by the Company of general
applicability to other senior executives of the Company, including,
without limitation, the Company’s group medical, dental,
vision, disability, life insurance, and flexible-spending account
plans. The Company reserves the right to cancel or change the
benefit plans and programs it offers to its employees at any
time.
5.
Vacation . Executive will be eligible to receive paid
vacation in accordance with the Company’s vacation policy,
with the timing and duration of specific vacations mutually and
reasonably agreed to by the parties hereto.
6.
Expenses . The Company will reimburse Executive for
reasonable travel, entertainment or other expenses incurred by
Executive in the furtherance of or in connection with the
performance of Executive’s duties hereunder, in accordance
with the Company’s expense reimbursement policy as in effect
from time to time.
(a)
Termination for other than Cause, Death or Disability . If
the Company terminates Executive’s employment with the
Company other than for Cause, death or disability, then, subject to
Section 8, Executive will be entitled to (a) a lump sum
payment equal to the Executive’s base salary for the
remainder of the Employment Term, (b) a lump sum payment of
the
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Executive’s guaranteed minimum bonuses for
the remainder of the Employment Term, (c) accelerated vesting
of all outstanding equity awards due to vest during the remaining
months of the Employment Term, and (d) reimbursement,
consistent with the Company’s normal expense reimbursement
policies, for the payments Employee makes for COBRA coverage for
the remainder of the Employment Term, provided Employee timely
elects and pays for COBRA coverage.
(b)
Termination for Cause, Death or Disability . If
Executive’s employment with the Company terminates
voluntarily by Executive, for Cause by the Company or due to
Executive’s death or disability, then (i) all vesting
will terminate immediately with respect to Executive’s
outstanding equity awards, except as specified in the 1986 Plan,
(ii) all payments of compensation by the Company to Executive
hereunder will terminate immediately (except as to amounts already
earned), and (iii) Executive will only be eligible for
severance benefits in accordance with the Company’s
established policies, if any, as then in effect.
(c)
Change of Control Benefits . If the Company undergoes a
“Change of Control” (as defined below) during the
Employment Term and the Company or the successor corporation
terminates Executive’s employment with the Compa
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