Shaun
McFall
170 Rose Orchard Way
San Jose, CA 95134
This letter sets
forth the terms of your continued employment with DMC Stratex
Networks, Inc. (the “Company”) as well as our
understanding with respect to any termination of that employment
relationship. This Agreement is effective as of May 14,
2002.
1.
Position and Duties . You are employed by the Company as its
Vice President, Product Marketing reporting to Ryan Panos, Vice
President of Global Sales. You accept continued employment with the
Company on the terms and conditions set forth in this Agreement,
and you agree to devote your full business time, energy and skill
to your duties at the Company.
2. Term
of Employment . Your employment with the Company is for no
specified term, and may be terminated by you or the Company at any
time, with or without cause, subject to the provisions of
Paragraphs 4 and 5 below.
3.
Compensation . You will be compensated by the Company for
your services as follows:
(a)
Salary : Effective July 1, 2002, you will be paid a
monthly base salary of $17,333.34, less applicable withholding, in
accordance with the Company’s normal payroll procedures. Your
salary may be reviewed from time to time, and may be subject to
adjustment based upon various factors including, but not limited
to, your performance and the Company’s profitability. Any
adjustment to your salary shall be made at the sole discretion of
the Company. Your base salary will not be reduced except as part of
a salary reduction program that similarly affects all members of
the executive staff reporting to the Chief Executive Officer of the
Company.
(b)
Bonus : To the extent that the Company has one, you will be
eligible to participate in any Company executive incentive bonus
plan.
(c)
Benefits : You will have the right, on the same basis as
other employees of the Company, to participate in and to receive
benefits under any Company medical, disability or other group
insurance plans, as well as under the Company’s business
expense reimbursement and other policies. You will accrue paid
vacation in
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Employment Agreement
accordance with
the Company’s vacation policy or other arrangements made by
the Company.
4.
Voluntary Termination . In the event that you voluntarily
resign from your employment with the Company, or in the event that
your employment terminates as a result of your death, you will be
entitled to no compensation or benefits from the Company other than
those earned under Paragraph 3 through the date of your
termination. You agree that if you voluntarily terminate your
employment with the Company for any reason, you will provide the
Company with at least 10 days written notice of your
resignation. The Company shall have the option, in its sole
discretion, to make your resignation effective at any time prior to
the end of such notice period, provided the Company pays you an
amount equal to the base salary you would have earned through the
end of the notice period.
5. Other
Termination . Your employment may be terminated under the
circumstances set forth below.
(a)
Termination by Disability : If, by reason of any physical or
mental incapacity, you have been or will be prevented from
performing your then-current duties under this Agreement for more
than three consecutive months, then, to the extent permitted by
law, the Company may terminate your employment without any advance
notice. Upon such termination, if you sign a general release of
known and unknown claims in a form satisfactory to the Company, the
Company will provide you with the severance payments and benefits
described in Paragraph 5(c). Nothing in this paragraph shall
affect your rights under any applicable Company disability plan;
provided, however, that your severance payments will be offset by
any disability income payments received by you so that the total
monthly severance and disability income payments during your
severance period shall not exceed your then-current base
salary.
(b)
Termination for Cause or Death : The Company may terminate
your employment at any time for cause (as described below). If your
employment is terminated by the Company for cause, or if your
employment terminates as a result of your death, you shall be
entitled to no compensation or benefits from the Company other than
those earned under Paragraph 3 through the date of your
termination for cause. Provided, however, that if your employment
terminates as a result of your death, the Company will also pay
your estate the prorated portion of any incentive bonus that you
would have earned during the incentive bonus period in which your
employment terminates; such prorated bonus will be paid at the time
that incentive bonus is paid to other Company employees.
For purposes of
this Agreement a termination “for cause” occurs if you
are terminated for any of the following reasons: (i) theft,
dishonesty, misconduct or falsification of any employment or
Company records; (ii) improper disclosure of the
Company’s confidential or proprietary information;
(iii) any action by you which has a material detrimental
effect on the Company’s reputation or business;
(iv) your refusal or inability to perform any assigned duties
(other than as a result of a disability) after
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Employment Agreement
written notice
from the Company to you of, and a reasonable opportunity to cure,
such failure or inability; or (v) your conviction (including
any plea of guilty or no contest) for any criminal act that impairs
your ability to perform your duties under this
Agreement.
(c)
Termination Without Cause : The Company may terminate your
employment without cause at any time. If your employment is
terminated by the Company without cause, and you sign a general
release of known and unknown claims in a form satisfactory to the
Company, you will receive the following severance
benefits:
(i) severance
payments at your final base salary rate for a period of twelve
(12) months following your termination; such payments will be
made in accordance with the Company’s normal payroll
practices;
(ii) payment
of the premiums necessary to continue your group health insurance
under COBRA (or to purchase other comparable health insurance
coverage on an individual basis if you are no longer eligible for
COBRA coverage) until the earlier of (x) twelve
(12) months following your termination date; or (y) the
date you first became eligible to participate in another
employer’s group health insurance plan;
(iii) the
Company will pay you the prorated portion of any incentive bonus
that you would have earned during the incentive bonus period in
which your employment terminates, such prorated bonus will be paid
to you at the time that incentive bonus is paid to other Company
employees;
(iv) with
respect to any stock options granted to you by the Company, you
will cease vesting upon your termination date; however, you will be
entitled to purchase any vested shares o:f stock that are subject
to those options ,until the earlier of (x) twelve
(12) months following your termination date, or (y) the
date on which the applicable option(s) expires; except as set forth
in this subparagraph, your Company stock options will continue to
be subject to and governed by the applicable stock option
agreements between you and the Company;
(v) payment
of your then-provided Company car allowance for the period
described in subparagraph 5(c)(i); and
(vi) outplacement
assistance selected and paid for by the Company.
(d)
Resignation for Good Reason : If you resign from your
employment with the Company for Good Reason (as defined in this
paragraph), and such resignation does not qualify as a Resignation
for Good Reason Following a Change of Control as set forth in
subparagraph (e) below, and you sign a general release of
known and unknown claims in a form satisfactory to the Company, you
shall receive the severance
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Employment Agreement
benefits
described in Paragraph 5(c). For purposes of this paragraph,
“Good Reason” means any of the following conditions,
which condition(s) remain in effect 60 days after written
notice from you to the Company’s Chief Executive Officer of
said condition(s):
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