EXHIBIT 10.19
ATHEROS COMMUNICATIONS,
INC.
EXEMPT EMPLOYEE LETTER
AGREEMENT
September 6, 2000
Mr. Adam Tachner
Dear Mr. Tachner:
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. We would like you to begin your employment with the
Company on or before October 10, 2000. 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 $200,000, 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 160,000 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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Duties
.
Your job title will be Intellectual Property Counsel. Your duties
generally will include responsibility for all intellectual property
strategy execution, including patents, licensing, etc. and
additional legal counsel as required. 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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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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4.
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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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5.
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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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6.
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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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7.
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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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8.
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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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9.
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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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10.
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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.
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If you are terminated without cause,
you will receive two weeks’ notice or two weeks’ pay in
lieu of notice. Termination for cause requires no notice and no
additional pay.
In the event of a change of control
(as described in Exhibit B) where Employee’s employment ends
due to involuntary termination or constructive termination during
the first twelve months of Employee’s employment with the
Company, Employee shall receive an accelerated vesting of stock
options such that the Employee vests 25% of his stock option grant.
In no event will this accelerated vesting provide the Employee with
more than the first 25% of his stock option grant.
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11.
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Dispute
Resolution Procedure .
Subject to Subparagraph (e) of this Section, you and the
Company (“the part
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