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:
(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.
(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.
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.
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4.
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Benefits
and Expenses.
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(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.
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.
(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)
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Termination
Without Cause or Resignation for Good Reason Following an
Acquisition .
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(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&