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Title: |
Employment Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 7KB of 43KB total |
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Price: |
$38 |
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ID: |
#1182298 |
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EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), effective as of March 8,
2000, is made and entered by and between Jay R. Schifferli (the "Executive") and
Netrix Corporation, a Delaware corporation doing business under the name Nx
Networks, Inc.(the "Company").
AGREEMENT
WHEREAS, the Company desires to engage the Executive to provide
services pursuant to the terms of this Agreement; and
WHEREAS, the Executive desires to provide such services to the Company
pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:
1. TERM OF EMPLOYMENT.
The term of the Executive's employment under this Agreement shall commence
immediately upon the execution of this Agreement and end on the third
anniversary of such date (the "Term of Employment"). If the Company or the
Executive does not deliver to the other party at least 60 days prior written
notice that the Term of Employment shall end on the third anniversary of the
date hereof, the Term of employment shall automatically continue for an
additional one-year period. At the end of such one year period, the Term of
employment shall automatically continue for successive one year terms unless
either party delivers at least 60 days prior written notice that the Term or
employment shall end at the end of such one-year renewal period.
2. DUTIES.
(a) During the Term of Employment, the Executive shall serve as the
General Counsel and Executive Vice President of Business Development of the
Company with such authority and duties as are generally associated with such
position and as may be assigned to him from time to time by the Board of
Directors of the Company that are consistent with such authority and duties. The
Executive shall report to the President of the Company.
(b) During the Term of Employment the Executive shall devote his full
business time and best efforts to the business and affairs of the Company.
Nothing in this Agreement shall preclude the Executive from engaging in
charitable and community affairs so long as such activities, in the reasonable
determination of the Board of Directors of the Company, do not interfere with
the execution of his duties and responsibilities hereunder or from serving,
subject to the prior approval of the Board of Directors (not to be unreasonably
withheld), as a director or trustee of any other corporation, association or
entity.
<PAGE>
3. COMPENSATION AND RELATED MATTERS.
(a) SALARY. During the Term, the Executive shall receive a base salary
(the "Base Salary") at the rate of $200,000 per annum. Such Base Salary shall be
payable in accordance with the Company's policies in effect from time to time,
but in any event no less frequently than monthly. The Board of Directors from
time to time may increase, but not decrease, the Base Salary. It is recognized
that the Executive will transition from his current employment over a period of
six to ten weeks, and his salary will be prorated during this period based on
the number of days he performs services for the Company.
(b) BONUS. The Executive shall be eligible for an annual bonus in such
amount as the Board of Directors may designate. Payment of any annual bonus
shall be made at the same time that other senior-level executives receive their
bonus but in no event later than April 21 of the following year to which such
bonus relates.
(c) STOCK OPTIONS.
(i) To induce the Executive to enter into this Agreement, the
Executive is hereby granted an option (the "Stock Option") by the Company
to purchase 200,000 shares of common stock, par value $0.05 per share, of
the Company (the "Common Stock"). The Stock Option shall be memorialized
in a separate stock option agreement, dated the date hereof, between the
Company and the Executive. The exercise price of the Stock Options will be
the closing price per share of Common Stock on the Nasdaq Stock Market on
the date the Executive commences employment with the Company. The Stock
Options shall vest over time as follows and be subject to earlier vesting
as described below.
Time vesting:
50,000 on the date hereof, and 50,000 on each anniversary of the
date of this Agreement.
Accelerated vesting:
No. Shares Vesting Event
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37,500 Common Stock trades at $35/share for 10 consecutive
trading days
37,500 Common Stock trades at $40/share for 10 consecutive
trading days
37,500 Common Stock trades at $45/share for 10 consecutive
trading days
37,500 Common Stock trades at $50/share for 10 consecutive
trading days
(ii) As incentive to the Executive, an additional 50,000 stock
options will be granted to the Executive at the time the Company
consummates a corporate merger or acquisition valued at $30 million or
more. Such grant of additional stock options shall be memorialized in a
separate stock option agreement, dated the grant date, between the Company
and the Executive. The exercise price of each option shall be the market
price of the Common Stock on the date of grant. The additional stock
options shall vest in four equal semi-annual installments with the first
such installment vesting on the six-month anniversary of the grant date,
2
<PAGE>
except that if such acquisition or merger constitutes a Change of Control,
as defined in the Company's 1999 Long Term Incentive Plan, such stock
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