EXHIBIT 10.12
December 26, 2005
Gary Szilagyi
Address on file at
Atheros
Dear Gary,
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 subject to final approval by the Atheros Board of
Directors. We would like you to begin your employment with the
Company on or before January 30, 2006. This offer expires on
December 29, 2005. 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
$240,000, 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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Bonus : Your target annual bonus will be $135,000
based upon a combination of corporate objectives and achievement of
sales revenue targets. You will be guaranteed a minimum of
one-quarter of the sales revenue portion of the bonus for the first
quarter of 2006. A copy of the plan will be provided upon
hire.
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3.
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Hiring
Bonus : You will receive
a hiring bonus of $100,000, less regular payroll deductions, half
paid in the first pay period after you start, and the balance paid
during the pay period three months after your start date, provided
you do not voluntarily resign from the Company prior to that
time.
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4.
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Stock
Option : You will receive
an option to purchase 220,000 shares of the common stock of the
Company, subject to the approval of the Compensation Committee of
the Board of Directors. 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, subject to your continued
employment.
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5.
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Duties : Effective January 30, 2006 and subject to
final approval by the Atheros Board of Directors, your job title
will be Vice President of Sales, reporting to Craig Barratt,
President and CEO. Your duties generally will include leading and
developing the sales strategy for Atheros products. 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 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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6.
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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 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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7.
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Adjustments
and in Employment Status : You understand that the Company reserves 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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8.
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Proprietary
Information Agreement :
You will be required to sign and abide by the terms of enclosed
proprietary information agreement, which is incorporated into this
agreement by reference as Exhibit A.
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9.
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Change of
Control : In the event of
a Change of Control (as defined
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