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BEYER EMPLOYMENT AGREEMENT

Employment Agreement

BEYER EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

INTERSIL CORP/DE

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Title: BEYER EMPLOYMENT AGREEMENT
Governing Law: California     Date: 3/6/2006
Industry: SEMICO     Sector: TECHNO

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Beyer Employment Agreement

Exhibit 10.03

[Beyer Employment Agreement]

This agreement (the “Employment Agreement”) completely supersedes and replaces that certain employment agreement by and between you and Intersil dated May 10, 2002 (the “Prior Agreement”), effective as of January 1, 2006 (the “Effective Date”).

1. Positions; Term.

(a) You will continue to be employed by Intersil as its President and Chief Executive Officer until December 31, 2008, unless sooner terminated in accordance with Section 7 hereof (the “Initial Term”). The Initial Term will be automatically extended for successive one year periods beginning January 1, 2009 unless either party gives six (6) months prior written notice of non-renewal to the other party, or unless your employment is otherwise terminated (the Initial Term and any such extensions being your “Term of Employment”).

(b) During the Term of Employment, you will have overall responsibility for the management of Intersil and will report directly to the Board of Directors of Intersil (the “Board”). During your Term of Employment, you will also be nominated for election to the Board. You will be expected to devote your full working time and attention to the business of Intersil and its subsidiaries, and you will not render services to any other business without the prior approval of the Board or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of Intersil or its subsidiaries. You will also be expected to comply with and be bound by Intersil’s operating policies, procedures and practices that are from time to time in effect during your Term of Employment. Your principal location of employment will be at Intersil’s offices in Milpitas, California. Notwithstanding the foregoing, if you and Intersil mutually agree to change or reduce your duties, including, without limitation any change due to the hiring of a President to assume some of your duties, you and Intersil agree to negotiate a new agreement with Intersil.

2. Base Salary. During the Term of Employment, your initial base salary will be $550,000 per year, payable in accordance with Intersil’s normal payroll practices with such payroll deductions and withholdings as are required by law. During your Term of Employment, your base salary will be reviewed on an annual basis by the Compensation Committee of the Board and may be increased from time to time, in the sole discretion of the Board, but in no event shall your base salary be reduced below the initial salary amount set forth herein. Your base salary as adjusted shall be referred to herein as your “Base Salary.”

3. Bonus. You will be eligible to receive a target annual bonus of up to $600,000, to be determined on an annual basis by and at the sole discretion of the Board (the “Target Bonus”).

4. Equity Compensation.

(a) Stock Options. Pursuant to a separate award agreement, and subject to the terms of Intersil’s 1999 Equity Compensation Plan, as amended and restated May 1, 2005 (the “Stock Plan”) except as specifically provided hereunder, the Compensation Committee of the Board shall grant you on the first business day following April 1, 2006 (the “Initial Grant Date”) an option to purchase 62,500 shares of the Class A Common Stock of Intersil (“Common Stock”) at an exercise price equal to the closing price of the Common Stock as quoted on the NASDAQ on the Initial Grant Date and you will be granted options to purchase 62,500 shares of Common Stock on the first business day following July 1, 2006, October 1, 2006 and January 1, 2007, at an exercise price equal to the closing price on the applicable


grant date (collectively, the options granted hereunder are referred to as the “New Options”). The New Options shall vest over a three year period as follows: one-third of all of the New Options (regardless of the date granted) will vest on the first anniversary of the Initial Grant Date, the remaining portion of the New Options shall vest in equal quarterly installments over the next eight calendar quarters.

(b) Performance Shares. Pursuant to a separate award, and subject to the terms of the Stock Plan and the applicable award agreement thereunder, you will be granted 100,000 performance-based deferred stock units (“DSUs”) (the “Performance Shares”) on January 1, 2006 (the “Grant Date”). The number of Performance Shares ultimately earned shall be determined at the conclusion of a three-year performance period based upon Intersil’s revenue growth and Intersil’s growth operating income, with such performance goals to be determined by the Compensation Committee of the Board; provided, however, if Intersil outperforms members of its peer group as determined by the Compensation Committee, you will be eligible to receive up to 200% of the total number of Performance Shares initially granted on the Grant Date on the third anniversary of the Grant Date; and, provided, further, that you have not had a Voluntary Termination or been Terminated for Cause. Provided that the Term of Employment has not expired, you will be eligible to receive another grant of performance-based DSUs in 2007.

5. Other Benefits. You will be eligible for the normal vacation, health insurance, 401(k), employee stock purchase plan, financial planning, executive physical and other benefits offered to all Intersil senior executives of similar rank and status.

6. Employment and Termination. Your Term of Employment may be terminated by you or by Intersil at any time for any reason as follows:

(a) You may terminate your employment upon written notice to the Board at any time in your discretion without reason (“Voluntary Termination”); provided that you give Intersil 60 days written notice. The Board in its sole discretion may waive the 60-day notice provision and in such event your Voluntary Termination shall be effective on an earlier date determined by the Board.

(b) During the Term of Employment, you may terminate your employment upon written notice to the Board at any time in your discretion because of (i) any material and substantial diminution of your duties and authorities (other than a diminution agreed to by you, including under Section 1(b)), (ii) a demotion from the office of Chief Executive Officer and/or President (other than a change in office or title agreed to by you, including under Section 1(b)), (iii) removal from your position as a Director of Intersil (other than for a reason that would constitute a Termination for Cause as set forth below), or (iv) any failure by Intersil to comply with the terms of this Employment Agreement, which failure is not cured within 30 days from the date you send written notice to Intersil of such non-compliance (“Involuntary Termination”).

(c) Intersil may terminate your employment upon written notice to you at any time following a determination by the Board that there is “Cause” for such termination (“Termination for Cause”). “Cause” means (i) your conviction of a felony which constitutes a crime involving moral turpitude and results in material harm to Intersil or any of its affiliates; (ii) a judicial determination that you have

 

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committed fraud, misappropriation or embezzlement against Intersil or any affiliate thereof; or (iii) your willful or gross and repeated misconduct in the performance of your duties in each instance so as to cause material harm to Intersil or any of its affiliates; which is not cured within 30 days from the date Intersil sends you written notice of such willful or gross and repeated misconduct.

(d) Intersil may terminate your employment upon written notice to you at any time in the sole discretion of the Board without a determination that there is Cause for such termination (“Termination without Cause”); and

(e) Your employment will automatically terminate upon your death or upon your disability as determined by the Board (“Termination for Death or Disability”); provided that “disability” shall mean your complete inability to perform your job responsibilities for a period of 180 consecutive days or 180 days in the aggregate in any 12 month period.

In no event shall the expiration of the Term of Employment (giving effect to any extensions thereof), by virtue of either party’s having given notice of non-renewal pursuant to Section 1(a) hereof, constitute Termination without Cause, an Involuntary Termination or Termination for Death or Disability; provided, however, that in the event Intersil gives you written notice of its intention not to renew the Term of Employment and you remain employed with Intersil through the expiration of the Term of Employment, upon the expiration of the Term of Employment (x) your unvested options and deferred stock units (“DSUs”) shall fully vest, and (b) your unvested Performance Shares shall vest to the extent the applicable performance levels are achieved as of the expiration of the Term of Employment. Upon any termination or expiration of your employment with Intersil, if requested by Intersil, you shall resign from the Board.

7. Separation Benefits. Upon termination of your employment with Intersil for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).

(a) In the event of your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).

(b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and

 

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withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of li

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