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FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

FORM OF  EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: KOMAG INC You are currently viewing:
This Employment Agreement involves

KOMAG INC

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Title: FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: California     Date: 11/7/2005
Industry: Computer Storage Devices     Sector: Technology

FORM OF  EXECUTIVE EMPLOYMENT AGREEMENT, Parties: komag inc
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Exhibit 10.3

FORM OF

EXECUTIVE EMPLOYMENT AGREEMENT

     This Agreement is entered into as of [DATE] (the “Effective Date”) by and between the Company and [NAME] (“Executive”).

     1.     Duties and Scope of Employment .

            (a)     Position and Duties . As of the Effective Date, Executive will [continue to] serve as [TITLE] of the Company, reporting to the Chief Executive Officer [or his delegate]. Executive will render such business and professional services in the performance of his or her duties, consistent with Executive’s position within the Company, as shall reasonably be assigned to him by the Chief Executive Officer [and/or the Company’s Board of Directors (the “Board”)]. Executive’s [title,] duties and responsibilities may be altered, modified and changed as the [Chief Executive Officer and/or Board] deems appropriate.

            (b)     Obligations . During the Term, Executive will perform his or her duties faithfully and to the best of his or her ability and will devote his or her full business efforts and time to the Company. For the duration of the Term, Executive agrees not to engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior written approval of [the Board and/or the Chief Executive Officer].

            (c)     Conflicting Employment . Executive agrees that, while employed by the Company, he or she will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of Executive’s employment, nor will Executive engage in any other activities that conflict with Executive’s obligations to the Company.

     2.     Term . Executive’s employment with the Company pursuant to this Agreement (the “Term”) will commence on the Effective Date and will continue, unless otherwise terminated earlier as provided herein, until the date that is twenty-four (24) months 1 from the Effective Date. Notwithstanding the foregoing, the parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause by giving the Executive a written notice. Executive understands and agrees that neither his or her job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for continuation, modification, amendment, or extension, by implication or otherwise, of his or her employment with the Company. However, as described in this Agreement, Executive may be entitled to severance benefits depending on the circumstances of Executive’s termination of employment with the Company as expressly provided in Sections 6 and 7 of this Agreement.

     3.     Compensation .

            (a)     Base Salary . During the Term, the Company will pay Executive as compensation for his or her services, a base salary at the annualized rate of $[EXECUTIVE’S

 

 

 

 

1 The term of Paul Judy’s agreement is twenty-one (21) months.

 

 

 


 

SALARY AMOUNT] 2 (the “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and is subject to lawfully required withholdings. Annual adjustments to the Base Salary may be made in the Company’s sole discretion.

            (b) Target Incentive Plan.    Executive will be eligible to participate in the Company’s Target Incentive Plan, and for such annual bonuses as are payable under the plan (“Incentive Bonus”).

     4.     Employee Benefits . During the Term, Executive will continue to 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, vacation and flexible-spending account plans and programs] [as identified in his letter of appointment]. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

     5.     Equity . Executive may from time to time be eligible to receive a grant of stock options and/or restricted stock, as the Board of Directors deems appropriate.

     6.     Severance .

            (a)     Involuntary Termination Without Cause Prior to a Change of Control or More than 6 Months Following a Change of Control . If Executive’s employment with the Company terminates other than voluntarily or for “Cause” prior to a “Change of Control” (both as defined herein) or more than six months following a Change of Control, and Executive signs and does not revoke a release of claims with the Company in the form provided by the Company, the Company shall provide severance pay and benefits, subject to certain conditions, as follows:

       (i)    The Company shall provide monetary severance to Executive equal to [twelve (12) months’ of Base Salary for the Executive Vice President and Chief Technical Officer, the Chief Operating Officer, Executive Vice Presidents, Senior Vice Presidents and the covered Vice President] [twenty-four (24) months of Base Salary for the Chief Executive Officer]. Such severance shall be paid over a period of [twelve (12) months or twenty-four (24) months, as applicable] following the date of termination (the “Severance Period”) through Severance Payments made in the same installments and subject to the same deductions as Executive’s Base Salary at the time of termination. The Severance Payments shall be subject to offset for any amounts then owed to the Company by Executive. [In lieu of the foregoing paragraph the following text is included in the agreement with an officer based in Malaysia: The Company shall provide monetary severance to Executive equal to one month of Base Salary for each year of service plus

 

 

 

 

2

The specific salaries for the Executives who are party to this Agreement are as follows: TH Tan, Chief Executive Officer - $550,000; Tim Harris, Executive VP & Chief Operating Officer — $365,000; Michael Russak, Executive VP, Chief Technical Officer — $390,000; Ray Martin, Executive VP, Customer Sales & Service — $345,000; Peter Norris, Executive VP, Strategic Business Development — $190,000; Kathleen Bayless, Senior VP, Chief Financial Officer — $296,800; Tsutomu Yamashita, Senior VP, Process Development - $290,000; William Hammack, Senior VP, Human Resources — $203,496; Kheng Huat Oung, VP, Managing Director, Media Operations, Komag USA (Malaysia) Sdn. - $136,084; Paul Judy, Vice President, Corporate Controller & Chief Accounting Officer — $200,000.

 

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one month of contractual bonus plus 8 (eight) weeks of pay in lieu of notice. Such severance shall be paid in a lump sum within 30 (thirty) days of the last day of employment. The Severance Payments shall be subject to offset for any amounts then owed to the Company by Executive.]

       (ii)    If Executive elects to continue his/her benefits under the Company’s Employee Benefits Plans, including life, disability and health insurance, through COBRA, the Company shall pay the cost of COBRA continuation coverage for Executive (and, where applicable, Executive’s dependents) during the Severance Period as if Executive were still employed by the Company (the “COBRA Continuation Payments”). Executive will continue to pay the same portion of the cost of such benefits as he or she currently pays as of the last day of his/her employment with the Company. The COBRA Continuation Payments will cease, and the Company will have no further obligations with respect to the payment of any premiums for continuation coverage to Executive, as of the earlier of (a) Executive becoming eligible for comparable coverage (for example, through obtaining alternative employment); (b) the conclusion of the Severance Period; or (c) the cessation of Executive’s COBRA eligibility. [In lieu of the foregoing paragraph the following text is included in the agreement with an officer based in Malaysia: All insurance benefits will cease upon the termination of employment.]

       (iii)    Any outstanding and unvested non-qualified stock options and any restricted stock previously granted Executive shall immediately vest and become exercisable as to the number of shares that would have otherwise vested had Executive remained employed by the Company through the end of the Severance Period. Thereafter, any such awards will remain subject to the terms of the applicable stock plan, grant and/or agreement.

       (iv)    If Executive is entitled to compensation and benefits arising from termination of employment due to change of control pursuant to Section 7 below, compensation and benefits under that change of control provision shall be in lieu of and not in addition to compensation under this Section 6.

       (v)    Notwithstanding the foregoing, the Company’s obligation to make severance payments, pay bonus payments, provide benefits and vest stock and/or options hereunder is expressly conditioned upon Executive’s ongoing compliance with the provisions of the Employee Invention, Authorship, Proprietary and Confidential Information Agreement. In the event Executive breaches the terms of such agreement, the Company’s obligations hereunder shall automatically terminate, without any notice to Executive, and, in addition to any other damages to which the Company may be entitled, the Company shall be entitled to recover from Executive any payments already made to Executive hereunder.

       (vi)    Executive agrees that severance as provided herein shall be the sole consideration to which he or she is entitled in the event of the termination of his or her employment without Cause, and that severance will not be paid in the event of termination with Cause, and Executive expressly waives and relinquishes any claim to other or further consideration. [The following sentence is included only in the Executive Vice President, Chief Technical Officer’s form: Executive agrees that a change in title alone shall not mean that a position is not comparable.]

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       (vii)    Severance pay, bonus pay, benefits and/or stock/option vesting are expressly conditioned upon Executive’s execution and delivery of a release of all claims Executive may have against the Company in a form provided by the Company.

              (b)     Voluntary Termination; Termination for Cause . If Executive’s employment with the Company terminates voluntarily by Executive or for Cause by the Company, then (i) all vesting of any restricted stock or options to purchase shares of the Company’s common stock held by Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned, including unused and accrued vacation); and (ii) Executive shall not be eligible for severance or other benefits, except in accordance with any generally applicable Company plans or policies as are then in effect. [The provision for voluntary termination in the foregoing paragraph is not included in the agreement with the Chief Operating Officer. In lieu thereof, the following separate paragraph is included in that agreement: “Should Executive voluntarily terminate employment within six (6) months of the first day of employment in of a new Chief Executive Officer, other than Executive, the Executive will be eligible to receive six (6) months of severance pay from the date of resignation. Severance pay is expressly conditioned upon Executive’s execution and delivery of a release of all claims Executive may have again the Company in a form provided by the Company. Beyond the sixth (6 th ) month, should Executive resign, then (i) all vesting of any restricted stock or options to purchase shares of the Company’s common stock held by Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned, including unused and accrued vacation); and (ii) Executive shall not be eligible for severance or other benefits, except in accordance with any generally applicable Company plans or policies as


 
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