Exhibit 10.27
SUPPLEMENTAL EMPLOYMENT TERMS
AGREEMENT
This Supplemental Employment Terms
Agreement (this “Agreement”) is made by and between
(the “Employee”) and California Micro Devices
Corporation, a Delaware corporation (the “Company”)
(collectively the “Parties”) effective as of November
, 2006.
BACKGROUND AND
RECITALS
A. The Employee is currently
employed by the Company as its
.
B. The Employee and the Company have
entered into various agreements that affect the terms and
conditions of the relationship between the Parties, including
without limitation agreements concerning indemnification and
intellectual property and the Company’s Employee Handbook and
policies concerning such matters as insider trading and
communications.
C. The Employee and the Company wish
to continue their employment relationship on these terms but wish
to enter into this Agreement to re-affirm that their employment
relationship is at will, to specify when the Employee is entitled
to separation pay should the employment relationship cease, and to
provide for acceleration of Employee’s stock options in
certain circumstances following an acquisition of the
Company..
AGREEMENT
Based upon the facts and premises
contained in the above BACKGROUND AND RECITALS and in
consideration of the mutual promises below, and intending to be
legally bound, the Company and the Employee agree as
follows:
The Company shall continue to employ
the Employee, and the Employee shall continue to serve the Company
as
. The Employee’s cash and equity compensation for such
services shall not change by virtue of this Agreement, except as
provided below in the event Employee’s employment terminates
under certain circumstances. The Employee’s employment is
“at-will.” This means that either the Employee or the
Company may terminate the Employee’s employment at any time,
with or without cause and with or without notice.
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2.
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Effect of
Employment Termination .
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Employee is a participant in the
Company’s Executive Severance Program which entitles Employee
to receive certain payments in the event that Employee’s
employment is terminated by the Company without “Cause”
or Employee resigns for “Good Reason” as such terms are
defined in such program. If the Employee’s employment
otherwise terminates, then the Company shall have no further
payment obligations to the Employee other than the payment of
compensation earned though the last day of employment.
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3.
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Option
Acceleration Upon Certain Employment Terminations Following a
Change of Control .
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If Employee’s Company stock
options have been assumed by the successor corporation to the
Company in a Change of Control and within the twelve
(12) months following a Change of Control (as defined in
Exhibit A) the Employee’s employment has ceased in a manner
such that Employee has been determined eligible to receive benefits
under the Company’s Executive Severance Program, then for
purposes only of determining the number of shares as to which each
of Employee’s assumed Company stock options are exercisable
(vested), Employee’s employment shall be deemed to have
terminated
year(s) subsequent to the actual date of employment termination.
The terms and conditions of such options, including method of
exercise and expiration date, shall govern, unimpacted by this
Agreement.
In addition, if the Employee’s
employment has ceased in a manner such that Employee has been
determined eligible to receive benefits under the Company’s
Executive Severance Program after the board of directors has
approved either a letter of intent or a term sheet to effect a
transaction that would constitute a Change in Control but before
the closing of such transaction, and if such closing occurs within
four (4) months of such employment termination and if the
successor corporation to the Company assumes the Company’s
stock options, then the term of Employee’s option will be
extended until sixty (60) days after such closing (but not
beyond ten (10) years from the grant date). During such time
of extension, Employee’s options shall be exercisable only
for the incremental shares they would have been exercisable for had
Employee’s employment been deemed to have been terminated
year(s) subsequent to the actual date of employment
termination.
This Agreement begins on the
Effective Date and continues indefinitely.
The Parties agree to arbitrate
rather than litigate their disputes as provided in Exhibit
B.
The Employee and the Company
acknowledge and agree that the Company may require an Employee to
whom notice of termination is given to leave the Company premises
immediately, and may bar the Employee from unescorted access to the
Company premises, so as to enable the Company to secure Company and
customer records and
