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EXHIBIT 10.4 EMPLOYMENT AGREEMENT

Employment Agreement

EXHIBIT 10.4 EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

ALLIANCE SEMICONDUCTOR CORP /DE/ | ALSC Venture Management, LLC | V.R. Ranganath

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Title: EXHIBIT 10.4 EMPLOYMENT AGREEMENT
Governing Law: California     Date: 12/7/2006
Industry: SEMICO     Sector: TECHNO

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exv10w4
 

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.

 

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