EXHIBIT 10.4 EMPLOYMENT AGREEMENTEmployment Agreement |
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ALLIANCE SEMICONDUCTOR CORP /DE/ | ALSC Venture Management, LLC | V.R. Ranganath. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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 presentation of appropriate vouchers.
(c)
Employee shall be entitled to such fringe benefits, including accident and
health insurance, wage continuation insurance and contributions to retirement
plans, if any, upon the same terms and conditions as are offered at any time
during the term of this Agreement to other employees or managers of the
Company.
(d)
Employee shall receive full compensation for any period of illness or
incapacity during the term of this Agreement, reduced by any payments to him
under disability or other insurance plans.
4. TERMINATION
The
Company shall be entitled at its option to terminate Employee’s
employment hereunder at any time, only for the following reasons, or as
provided in Section 5:
(a)
because of his fraud, misappropriation, embezzlement, theft or the like; or
(b)
because of his conviction of a felony;
(c)
because he has engaged in activities which are substantially adverse to the
interests of the Company including a failure, after notice, to devote
sufficient time to the business of the Company and the Partnerships, or a
failure or a refusal to provide information about the Partnerships to the
Company or the partners in any Partnership; or
(d)
because Employee has failed to perform duties under this Agreement by
reason of illness or disability for a period exceeding 60 days.
5. DEATH DURING EMPLOYMENT
If
Employee dies during the term of this Agreement, this Agreement shall terminate
immediately, and the Company shall pay to the estate of the Employee the basic
annual salary and expense reimbursement which would otherwise be payable to the
Employee through the last day of the month in which his death shall have
occurred.






