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Exhibit
10.1
E XECUTIVE
E MPLOYMENT A GREEMENT
C ASCADE M
ICROTECH , I NC .
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ARTIES : |
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Cascade Microtech,
Inc.
2430 NW 206 th Ave
Beaverton, Or 97006
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(“CMI”) |
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And |
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Geoff Wild
14634 Ambric Knolls
Saratoga, CA 95070
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(“Mr.
Wild”) |
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ATE : |
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January 2,
2008 |
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(“Effective Date”) |
RECITALS
| A. |
Mr. Wild and CMI have entered into a letter agreement
dated November 21, 2007 by which CMI agrees to employ, and
Mr. Wild agrees to serve as President, and Chief Executive
Officer of CMI; and |
| B. |
Mr. Wild is expected to be a valued contributor to CMI,
the Board believes his continued employment will be crucial to
CMI’s continued success, and CMI wishes to motivate
Mr. Wild to stay with CMI during this critical period;
and |
| C. |
The parties desire to replace the November 21, 2007 letter
agreement with a more formal and comprehensive employment
agreement; |
AGREEMENT
NOW, THEREFORE, for valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE 1.
EMPLOYMENT, DUTIES AND
TERM
1.1 Employment
. Mr. Wild is employed in the position of President and Chief
Executive Officer of CMI reporting to the Board of
Directors.
1.2 Duties .
Mr. Wild shall devote his full-time and best efforts to CMI
and to fulfilling the duties of his position, which duties may from
time to time be assigned him by the CMI Board of Directors
(“Board”). Such duties shall include, without
limitation, the development and execution of corporate strategy and
providing leadership in furthering CMI’s growth and financial
success.
A. Mr. Wild
agrees to abide by all By-laws, policies, practices, procedures or
rules of CMI to the extent they are not inconsistent with this
Agreement, in which case the provisions of this Agreement
prevail.
Page 1 – E
XECUTIVE E MPLOYMENT A
GREEMENT
B. Mr. Wild shall
not divert for his own use or another’s advantage any
business opportunities meeting the following criteria: (a) the
opportunity may benefit CMI; (b) Mr. Wild learns of the
opportunity during his employment with CMI; and,
(c) Mr. Wild learns of the opportunity in connection with
his work for CMI. All material facts regarding such opportunities
must be promptly reported to the Board for consideration by CMI.
This provision is in addition to common law protections available
to CMI regarding corporate opportunities.
1.3 Term
. The Term of this Agreement shall begin on the Effective Date
and extend until the earlier to occur of the following events,
after which this Agreement shall end unless expressly extended in a
writing signed by the parties hereto: (i) termination pursuant
to Article 3 of this Agreement; or (ii) the five (5)-year
anniversary of the Effective Date, provided, however, that if a
Change in Control, as defined in Section 3.6 occurs prior to
the five-year anniversary, the Agreement shall extend until the
earlier to occur of: (i) termination pursuant to Article 3 or
(ii) one year after the Change in Control.
1.4 Officer’s
Invention and Confidentiality Agreement . You
employment is conditioned on your execution of our Officer’s
Invention and Confidentiality Agreement, a copy of which has been
forwarded to you under separate cover.
1.5 Cooperation
. Mr. Wild agrees that both during his employment with CMI
and after his employment ends he shall, at the request of CMI,
render all reasonable assistance and perform all lawful acts that
CMI reasonably considers necessary or advisable in connection with
any litigation involving CMI or any director, officer, employee,
shareholder, agent, representative, consultant, client or vendor of
CMI; provided, however, that if such assistance or performance
occurs after his employment with CMI has ended, Mr. Wild shall
be compensated for his time at an hourly rate commensurate with his
Base Salary pay rate on the date his CMI employment ended and all
reasonable efforts will be made to accommodate
Mr. Wild’s schedule.
ARTICLE 2.
COMPENSATION
2.1 Base
Salary . For all services rendered under this Agreement,
CMI shall pay Mr. Wild an initial base salary of $14,807.69
bi-weekly (a rate of $385,000 annually); payable in accordance with
CMI’s usual payroll practices (“Base Salary”).
Mr. Wild’s Base Salary shall be reviewed annually. If
Mr. Wild’s Base Salary is increased from time to time,
the increased amount shall be the Base Salary for the remainder of
the Term. Wild’s Base Salary may be reduced as part of, and
as consistent in all material respects with, a group reduction
applicable generally to the senior executives of CMI. All
compensation provided to Mr. Wild by CMI, whether by way of
Base Salary, bonus, severance or otherwise, shall be reduced by
such amounts as are required to be withheld by law. CMI shall pay
interest on any amounts it fails to pay Mr. Wild when due.
Interest shall accrue only if Mr. Wild shall have, within 30
days of the date the amount first became due, made written demand
to CMI for payment and CMI fails to pay the amount due in full
within ten days of such notice. Interest shall accrue at the rate
of 8% APR from the date the amount first becomes due until paid in
full.
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XECUTIVE E MPLOYMENT A
GREEMENT
2.2 Bonus
Plan . Mr. Wild shall be eligible to participate in an
executive Bonus Plan. The Bonus Plan provides the opportunity to
receive pay in addition to Base Salary. The amount of the bonus, if
any, will be determined by the Board based on measures of
CMI’s and Mr. Wild’s performance. The target bonus
(“Target Bonus”) shall be set at the annual rate of
at least 70% of Mr. Wild’s Base Salary at the
time the Target Bonus is declared, with a cap at 100 percent of the
base salary. The Target Bonus shall be calculated and paid to
Mr. Wild semi-annually. For 1H08 your bonus metrics will be
tied to meeting the planned revenue and profit targets. For 2H08
you and the Board of Directors through the Compensation Committee
of the Board will determine more specific revenue and profit
metrics related to sales growth and profitability, as well as
increasing shareholder value. Mr. Wild must be employed on the
date the Target Bonus is awarded in order to be eligible for the
Target Bonus.
2.3 Stock
Program . Mr. Wild will be participating in our
Stock Program. You will be granted a stock option for 100,000
shares at the fair market value on the date of grant. Our standard
stock option vesting schedule vests 20 % after the first 12
months and then monthly over a five-year period from date of hire.
The options will be subject to the terms and conditions of the
Stock Option Plan.
You will also be granted
50,000 restricted stock units. This common stock grant represents
your right to common shares of stock in the future. The stock
restrictions are removed over a four-year period with 25% of the
shares becoming unrestricted on the first-year anniversary date of
the award. The remaining share restrictions are removed annually
over the next three years thereafter. Further more detailed
information regarding the common stock award and stock option grant
will be provided when they are issued to you. Additional vesting
cases apply to this position, as described below.
2.4 Benefit
Plans . Mr. Wild shall be entitled to participate in
any and all employee benefit plans established by CMI from time to
time for the benefit of all employees of CMI. Mr. Wild shall
be required to comply with the conditions attendant to coverage by
such plans and shall comply with and be entitled to benefits only
in accordance with the terms and conditions of such plans as they
may be amended from time to time. CMI’s employee benefits
currently include a 401(k) plan, long-term disability insurance,
life insurance, and health insurance.
2.5 Drug
Screening . Your employment is contingent upon your
successful completion of a drug screening. Drug screening will need
to be completed at your earliest convenience, before your first day
of employment. Additional information on completion of this
screening has been sent to you under separate cover.
2.6 Business
Expenses . CMI shall, in accordance with, and to the extent
of, its policies in effect from time to time, reimburse all
ordinary and necessary business expenses reasonably incurred by
Mr. Wild, including travel and travel-related expenses,
necessary business entertainment, cell phone, internet access and
long distance, in performing his duties as an employee of CMI,
provided that Mr. Wild accounts promptly for such expenses to
CMI in the manner prescribed by CMI.
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XECUTIVE E MPLOYMENT A
GREEMENT
2.7 Paid Time Off
. Mr. Wild shall be entitled to 25 days Paid Time Off
(“PTO”) annually under the terms and conditions of
CMI’s PTO policy. PTO is paid out at less than full value in
some cases upon termination according to CMI policy.
2.8 Relocation
Bonus . Included in this Executive Employment
Agreement is an $80,000 relocation bonus. This is taxable at
statutory rates and payable on your first payday at Cascade
Microtech. If you voluntarily leave Cascade Microtech within 12
months from your hire date, you agree to repay the company a
prorated portion of this amount.
2.9 External Board
Participation . Your request to continue your
participation in the two Board of Director positions you are now
part of is affirmed subject to maintaining a minimal distraction to
your work as CEO of Cascade Microtech. Periodic discussions and
review of these activities with the Board of Directors is
appropriate.
ARTICLE 3.
TERMINATION
3.1 General
. This Article 3 governs termination of this Agreement and
termination of Mr. Wild’s employment with CMI. Except as
otherwise stated in this Agreement, termination of this Agreement
also means termination of Mr. Wild’s employment. At all
times herein, Mr. Wild’s employment is at-will meaning
that CMI or Mr. Wild can terminate the employment relationship
at any time for any reason, subject to any obligation to pay
severance or give notice as may be provided below.
A. Release of
Claims . No provision of this Agreement that requires CMI to
pay Mr. Wild severance, option acceleration, or any other
compensation or benefit associated with the termination of
Mr. Wild’s employment (except accrued Base Salary and
PTO and as required by law), shall be effective unless and until
Mr. Wild and CMI shall have executed, delivered, and not
revoked (in the event the release contains a revocation period), a
mutual release of claims in the form attached hereto as Exhibit A
(the “Release”).
B. Method of
Payment . In the event CMI is obligated to pay Mr. Wild
severance after termination, payment shall be made in a lump sum
within 30 days after both of the following have occurred:
(i) the termination date has passed and (ii) the Release
has become effective.
C. Benefits.
Except as expressly stated in this Article 3, upon termination of
employment Mr. Wild shall be entitled to Mr. Wild’s
rights under CMI’s benef
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