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”).
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:
(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).
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.
(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
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