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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: LEADIS TECHNOLOGY INC | Antonio R. Alvarez You are currently viewing:
This Employment Agreement involves

LEADIS TECHNOLOGY INC | Antonio R. Alvarez

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 12/1/2005

EMPLOYMENT AGREEMENT, Parties: leadis technology inc , antonio r. alvarez
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Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “ Agreement ”) is entered into as of November 28, 2005 by and between Leadis Technology, Inc., a Delaware corporation (the “ Company ”), and Antonio R. Alvarez (the “ Executive ”).

 

In consideration of the promises and the terms and conditions set forth in this Agreement, the parties agree as follows:

 

1.

Position and Duties.

 

(a) Chief Executive Officer . Executive will begin employment as Chief Executive Officer of the Company no later than November 29, 2005. Executive shall report to the Board of Directors (the “ Board ”) and will have all duties, authorities and expectations customary for a chief executive officer of a public company. In addition, Executive shall perform such other reasonable duties as determined by the Board. Executive shall devote his full business time, skill and attention to the performance of his duties on behalf of the Company.

 

(b) Board of Directors . While Executive is employed as Chief Executive Officer of the Company, the Company will recommend that Executive serve and be re-elected as a member of the Company’s Board at no additional compensation. Executive agrees to resign from the Board upon termination of his employment as Chief Executive Officer for any reason, unless requested to continue.

 

2.

Salary and Bonus.

 

(a) Salary . Executive will be paid an annual salary of $350,000, payable as earned in accordance with the Company’s customary payroll practice and subject to required deductions and withholdings.

 

(b) Bonus . Executive will be eligible to receive a target bonus of up to 60% of his base salary per year in the event the Board or the Company’s Compensation Committee determines in its sole discretion that Executive and the Company have achieved the performance objectives as set by the Board. This bonus may be increased up to 90% of Executive’s base salary per year in the event the Board determines that Executive and the Company have substantially exceeded the performance objectives established by the Board, in a manner consistent with market practices. The Board or Compensation Committee will have the sole discretion to determine whether such bonuses are earned and, if so, the amount of any such bonus. Any bonuses provided to Executive will be subject to required deductions and withholdings.

 

3.

Stock Options.

 

Subject to approval by the Board, Executive will be granted a stock option to purchase 750,000 shares of the Company’s Common Stock at an exercise price equal to the then current fair market value per share on the date of grant (the “ Option ”). Subject to the accelerated vesting provisions set forth herein, the Option will vest as to 25% of the shares subject to the Option one year after the date Executive begins employment with the Company, and as to l/48th of the shares subject to the Option monthly thereafter, so that the Option will be fully vested and exercisable four (4) years from the date of grant, subject to Executive’s continued service to the Company on the relevant vesting dates. No right to any option shares subject to the Option or any other option grant received by the Executive shall be earned or accrued until such time that vesting occurs. The Option shall have a term of six (6) years. The Option will be subject to the terms, definitions and provisions of any applicable Company stock option

 

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plan (the “ Option Plan ”), if the Option is issued pursuant to a plan, and one or more stock option agreements by and between Executive and the Company (collectively, the “ Option Agreement ”), which documents are incorporated herein by reference.

 

4.

Benefits and Expenses.

 

(a) Benefits . While employed hereunder, 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 vacation plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

 

(b) Expenses . The Company will reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with the Company’s business, in accordance with any applicable policy established by the Company from time to time.

 

5.

At-Will-Employment.

 

Executive will be an at-will employee of the Company, which means the employment relationship can be terminated by either Executive or the Company at any time, with or without prior notice, and with or without cause. Any statements or representations to the contrary are ineffective. Any modification or change in Executive’s at-will employment status may only occur by way of a written employment agreement signed by Executive and the Company.

 

6.

Severance.

 

(a) Termination Without Cause or Resignation for Good Reason . Notwithstanding Executive’s at-will employment status, if: (a) Executive’s employment with the Company is terminated without Cause (as defined below) or Executive resigns his employment for Good Reason (as defined below) (a “ Qualifying Termination ”), and (b) Executive signs a general and complete release of any and all potential claims against the Company, its directors, officers, employees, agents and affiliates in a form acceptable to the Company and allows such release to become effective, and (c) Executive signs a one-year consulting agreement with the Company, which shall include a non-compete provision, in a form acceptable to the Company; then in addition to any other amounts that may be due Executive: (i) the Company shall continue to pay Executive’s then current salary, less required tax withholdings, payable on the Company’s normal payroll dates, for a period of 12 months following the date of such Qualifying Termination, (ii) the Company shall pay Executive a bonus in the amount of Executive’s then current target bonus, payable at the time the Company normally pays executive bonuses, and subject to required deductions and withholdings, (iii) should Executive timely elect to continue his health care insurance benefits under federal COBRA law or similar state statutes, the Company shall pay the cost of continuing Executive’s then current health insurance coverage for a period of 12 months following the date of such Qualifying Termination, and (iv) effective as of such Qualifying Termination, Executive shall automatically and without further action required on Executive’s part or the part of the Company receive 12 months of vesting acceleration with respect to each outstanding stock option held by Executive (but in each case, not exceeding to the total number of shares that remain unvested under the relevant document or agreement) and the period in which Executive may exercise such options shall be 12 months from such Qualifying Termination (collectively, the benefits as described in (i), (ii), (iii) and (iv) are referred to as the “ Basic Severance Compensation ”).

 

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(b)

Termination Without Cause or Resignation for Good Reason Following an Acquisition .

 

(1) Acquisition Prior to Executive’s First Anniversary of Employment . If: (a) a Qualifying Termination occurs prior to Executive’s first anniversary of employment and also occurs during the twenty-four (24) month period following the consummation of an Acquisition (as defined below), and (b) Executive signs a general and complete release of any and all potential claims against the Company, its directors, officers, employees, agents and affiliates in a form acceptable to the Company and allows such release to become effective; then in addition to any other amounts that may be due to Executive, but in lieu of the Basic Severance Compensation described above: (i) the Company shall continue to pay Executive’s then current salary, less required tax withholdings, payable on the Company&


 
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