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Exhibit 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement is made as of December 1, 2006 by and
between ALSC Venture Management, LLC, a California limited
liability company, (the "Company") and V.R. Ranganath
("Employee").
RECITALS
A. The Company is the sole
general partner of each of Alliance Ventures I, L.P., Alliance
Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures
IV, L.P., and Alliance Ventures V, L.P. (each a "Partnership" and
collectively the "Partnerships").
B. The Company desires to
retain the services of Employee in its business, thereby retaining
for the Company the benefit of Employee’s business knowledge
and experience and also to make provisions for the payment of
reasonable and proper compensation to Employee for such services;
and
C. Employee is willing to
remain employed by the Company and to perform the duties incident
to such employment upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration
of the premises and the mutual covenants and representations herein
contained, the Company and Employee agree as follows:
1. EMPLOYMENT AND DUTIES
(a) Employee is hereby
employed as an employee of the Company to perform such duties
within the Company as may be determined and assigned to him from
time to time by the Company’s Board of Managers, including
performing the functions of administering the Company’s
portfolio securities, keeping records, and assisting in valuations
and preparing financial statements, reports and tax returns for the
Partnerships. Employee shall devote his best efforts to the
performance and faithful discharge of his duties, including the
performance of any and all duties consistent with his position as
delineated above and in the Company’s Bylaws, and as such
duties may be assigned to him by the Company’s Board of
Managers or President.
(b) Employee shall be
required to devote such portion of his business time, ability and
attention to the operations and affairs of the Company, as are
reasonably required to perform the functions listed in
Section 1(a).
2. TERM
The term of employment shall
commence upon the date hereof, and shall continue for three years
or, if less, as long any Partnership remains in business except
that it may be terminated six months after a sale of the
Partnerships to a party not Affiliated with Alliance Semiconductor
corporation, or renegotiated as provided in Section 4 of the
Management Agreement by and among the Company and the Partnerships
dated the same date as this Agreement. Without prejudice to any
other remedy to which the Company may be entitled, the
Company may terminate the employment of Employee hereunder prior
to the expiration of the term of this Agreement for any reason
specified in Section 4 of this Agreement.
3. COMPENSATION
(a) In consideration for
the services to be rendered by Employee hereunder, the Company
agrees to pay, or to cause to be paid to the Employee, and he
agrees to accept as compensation, an annual salary of three hundred
thousand dollars ($300,000.00) (pro-rated for any partial year)
payable in equal monthly installments, effective commencing
May 17, 2006.
(b) Employee shall be
reimbursed for ordinary and necessary business expenses incurred in
connection with his employment including, but not limited to,
expenses of travel and entertainment, meals, lodgings and other
expenses of a business nature, upon prese
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