EXHIBIT 10.21
ATHEROS COMMUNICATIONS,
INC.
AMENDED AND RESTATED EXEMPT
EMPLOYEE LETTER AGREEMENT
May 8, 2001
Mr. Hing Chu
Dear Mr. Chu:
On behalf of Atheros Communications,
Inc., a Delaware corporation (the “Company”), I am
pleased to extend you an offer to join the Company. This letter
sets forth the basic terms and conditions of your employment with
the Company. This Amended and Restated Exempt Employee Letter
Agreement (this “Agreement”) will amend and restate the
Exempt Employee Letter Agreement dated as of April 24, 2001
(the “Original Offer Letter”) in its entirety to read
as set forth herein. We would like you to begin your employment
with the Company on or before May 24, 2001. By signing this
letter, you will be agreeing to these terms. It is important that
you understand clearly both what your benefits are and what is
expected of you by the Company.
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1.
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Salary
. You
will be paid an annual base salary of $170,000, less regular
payroll deductions, which covers all hours worked. Generally, your
salary will be reviewed annually but the Company reserves the right
to change your compensation from time to time on reasonable
notice.
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2.
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Stock
Option . You
will receive an option to purchase 105,000 shares of the common
stock of the Company. The option will vest as to 12/48ths of the
shares on the first anniversary of your hire date and 1/48th of the
shares each full month thereafter.
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3.
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Severance
Benefits . If
you are terminated without Cause (as defined below), you
(i) will receive an additional six months of base salary
payable over a period of six (6) months; provided that as a
condition to such additional six months of base salary, you shall
execute an agreement in a form acceptable to the Company providing
for a full release of any and all claims you may have against the
Company, its officers, directors, stockholders and agents. For
purposes of this Agreement, “Cause” means
(i) gross negligence or willful misconduct in the performance
of your duties to the Company, where such gross negligence or
willful misconduct has resulted or is likely to result in
substantial and material damage to the Company; (ii) a
material and willful violation of any federal or state law that has
resulted or is likely to result in substantial and material damage
to the Company; (iii) commission of any act of fraud with
respect to the Company; (v) conviction of a felony or a crime
involving moral turpitude causing material harm to the standing and
reputation of the Company; or (vi) a material, noncurable
breach by you of the provisions of your non-disclosure or
proprietary inventions agreement with the Company, in each case as
determined in good faith by the Board of Directors of the
Company.
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4.
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Duties
.
Your job title will be Director of Product & Test
Engineering. Your duties generally will include responsibility for
ATE strategy and test program development, managing all aspects of
product characterization, qualification of process, package and
product, production release, yield improvement and cost reduction,
failure analysis and customer support. You may be assigned other
duties as needed and your duties may change from time to time on
reasonable notice, based on the needs of the Company and your
skills, as determined by the Company.
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1
As an exempt employee, you are
required to exercise your specialized expertise, independent
judgment and discretion to provide high-quality services. You are
required to follow office policies and procedures adopted from time
to time by the Company and to take such general direction as you
may be given from time to time by your superiors. The Company
reserves the right to change these policies and procedures at any
time. (Also see Adjustments and Changes in Employment Status). You
are required to devote your full energies, efforts and abilities to
your employment, unless The Company expressly agrees otherwise. You
are not permitted to engage in any business activity that competes
with the Company.
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5.
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Hours
of work . As
an exempt employee, you are expected to work the number of hours
required to get the job done. However, you are generally expected
to be present during normal working hours of the Company. Normal
working hours will be established by the Company and may be changed
as needed to meet the needs of the business.
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6.
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Adjustments
and Changes in Employment Status . You
understand that the Company reserves the right to make personnel
decisions regarding your employment, including but not limited to
decisions regarding any promotion, salary adjustment, transfer or
disciplinary action, up to and including termination, consistent
with the needs of the business.
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7.
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Proprietary
Information Agreement . You
will be required to sign and abide by the terms of the enclosed
proprietary information agreement, which is incorporated into this
agreement by reference as Exhibit A.
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8.
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Immigration
Documentation .
Please be advised that your employment is contingent on your
ability to prove your identity and authorization to work in the
U.S. for the Company. You must comply with the Immigration and
Naturalization Service’s employment verification
requirements.
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9.
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Representation
and Warranty of Employee . You
represent and warrant to the Company that the performance of your
duties will not violate any agreements with or trade secrets of any
other person or entity.
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10.
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Employee
Benefits . You
will be eligible for paid vacation, sick leave and holidays. You
will be provided with health insurance benefits and dental
insurance benefits, as provided in our benefit plans. These
benefits may change from time to time. You will be covered by
workers’ compensation insurance and State Disability
Insurance, as required by state law.
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11.
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Term
of Employment .
Your employment with the Company is “at-will.” In other
words, either you or the Company can terminate your employment at
any time for any reason, with or without cause and with or without
notice. Termination for cause requires no notice and no
pay.
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12.
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Dispute
Resolution Procedure . I
agree that prior to my employment with the Company, I must sign and
agree to the Arbitration Agreement attached as Exhibit B to this
Agreement.
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13.
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Integrated
Agreement .
Please note that this Agreement, along with the attached
Employee’s Proprietary Information and Inventions Agreement
(Exhibit A) and the Arbitration Agreement (Exhibit B), supersedes
any prior agreements, representations or promises of any kind,
whether written, oral, express or
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