ALLIANCE SEMICONDUCTOR
CORPORATION
2575 Augustine Drive
Santa Clara, CA 95054-2914
On behalf of
Alliance Semiconductor Corporation, a Delaware corporation (the
“ Company ”), I am pleased to offer you the
position of Interim President, Chief Executive Officer and Chief
Financial Officer of the Company. Your employment by the Company
shall be governed by the following terms and conditions (this
“ Agreement ”):
1.
Duties and Scope of Employment .
(a)
Position . For the
term of your employment under this Agreement (your “
Employment ”), the Company agrees to employ you in the
position of Interim President, Chief Executive Officer and Chief
Financial Officer. You will report to the Company’s Board of
Directors. You will be working out of the Company’s office in
Santa Clara, California.
(b)
Obligations to the Company . During your Employment,
you shall devote your full business efforts and time to the
Company. During your Employment, without the prior written approval
of the Company’s Board of Directors you shall not render
services in any capacity to any other person or entity and shall
not act as a sole proprietor or partner of any other person or
entity or as a shareholder owning more than five percent of the
stock of any other corporation. Notwithstanding the foregoing, you
may serve on corporate, civic or charitable boards or committees,
without such advance written consent, provided that such activities
do not individually or in the aggregate significantly interfere
with the performance of your duties under this Agreement. You shall
comply with the Company’s policies and rules, as they may be
in effect from time to time during your Employment.
(c)
No Conflicting Obligations
. You represent and warrant to the Company that you are under
no obligations or commitments, whether contractual or otherwise,
that are inconsistent with your obligations under this Agreement.
You shall not use or disclose, in connection with your Employment,
any trade secrets or other proprietary information or intellectual
property in which you or any other person has any right, title or
interest and that your Employment will not infringe or violate the
rights of any other person. You represent and warrant to the
Company that you have returned all property and confidential
information belonging to any prior employer.
(d)
Commencement Date .
You shall commence full-time Employment as soon as reasonably
practicable and in no event later than December 1,
2005.
2.
Cash and Incentive Compensation .
(a)
Salary . The Company
shall pay you as compensation for your services an initial base
salary at a monthly rate of $35,000. Such salary shall be payable
in accordance with the Company’s standard payroll procedures.
The compensation specified in this Subsection (a), together with
any modifications in such compensation that the Company may grant
from time to time, is referred to in this Agreement as “
Base Salary .”
(b)
Stock Options .
Subject to the approval of the Board, the Company shall grant you a
stock option covering 100,000 shares of the Company’s Common
Stock (the “ Option ”). The Option shall be
granted on the date of this Agreement. The exercise price of the
Option shall be equal to the fair market value of such stock on the
date of grant, as determined in good faith by the Board. The term
of the Option shall be 10 years, subject to earlier expiration
in the event of the termination of your Employment. The Option is
subject to a one-year cliff and vests ratably annually over five
years subject to continuous service. The Option shall be subject to
the other terms and conditions set forth in the Company’s
2002 Stock Option Plan (the “ Stock Plan ”) and
in the Company’s standard form of Stock Option
Agreement.
(c)
Acceleration Benefit .
Please note that the Option will be subject to accelerated vesting
upon a Change of Control (as defined in the Stock Option Agreement)
only as explicitly set forth in the Stock Option Agreement;
provided, however, that in order to be eligible for such
acceleration of vesting benefit, you must execute the
Company’s standard form of release of all claims
agreement.
3.
Vacation/PTO and Employee Benefits . During your
Employment, you shall be eligible to accrue paid vacation / paid
time off in accordance with the Company’s vacation/PTO
policy, as it may be amended from time to time. During your
Employment, you shall be eligible to participate in the Salary
Savings Plan (the “401(k) Plan”), subject to the
generally applicable terms and conditions of the plan and to the
determinations of any person or committee administering such plan,
and you shall be covered under a standard life insurance policy.
Additionally, beginning September 2, 2006, you shall be
eligible to participate in all other employee benefit plans
maintained by the Company subject in each case to the generally
applicable terms and conditions of the plan in question and to the
determinations of any person or committee administering such
plan.
4.
Business Expenses .
During your Employment, the Company shall reimburse you for
out-of-pocket expenses as and to the extent specified in
Attachment B . In addition, as a condition to receipt of
expense reimbursement, you are required to submit to the Company
reasonable written evidence that the amount involved was both
reasonable and necessary to the performance of your duties under
the Employment.
2
(a)
Termination of Employment
. The Company may terminate your Employment at any time and for
any reason (or no reason) and with or without Cause. In the event
the Company terminates your Employment before the six month
anniversary of the date of this Agreement, the Company shall pay
you the base salary for the period that is six months less the
period of your Employment, on a pro rated basis. You may terminate
your Employment by giving the Company 30 days’ advance
notice in writing. Your Employment shall terminate automatically in
the event of your death. The termination of your Employment shall
not limit or otherwise affect your obligations under
Section 6.
(b)
Employment at Will .
Your Employment shall be “at will,” meaning that either
you or the Company shall be entitled to terminate your Employment
at any time and for any reason, with or without Cause. Any contrary
representations that may have been made to you shall be superseded
by this Agreement. This Agreement shall constitute the full and
complete agreement between you and the Company on the
“at-will” nature of your Employment, which may only be
changed
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