EXHIBIT 10.23
T-SPAN SYSTEMS
CORPORATION
EXEMPT EMPLOYEE LETTER
AGREEMENT
December 30
th
, 1999
Dear Mr. David Torre:
On behalf of T-Span
Systems Corporation, 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 a date to be mutually agreed
upon, but no later than February 1 st , 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 $175,000, 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.
In addition, you will receive a $15,000 signing bonus.
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2.
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Stock
Option . You
will receive an option to purchase 135,000 shares of the common
stock of the Company. The option will vest over a period of four
(4) years with a one-year cliff.
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3.
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Duties
.
Your job title will be VP of Administration and Controller. Your
responsibilities will include all financial planning, policies, and
controls as well as administrative functions such as legal, HR,
MIS/telecom and purchasing, but 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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1
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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.
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11.
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Dispute
Resolution Procedure .
Subject to S
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