Sunday, April 18, 2010
Employee Handbooks
An employee handbook is the most important communication tool between you and your employees. A well-written handbook sets forth your expectations for your employees, and describes what they can expect from your company. An employee handbook should describe your legal obligations as an employer, and you employee’s rights.
Easy Way to Create an Employee Handbook
This basic Employee Handbook Template can be customized using your company’s specific policies. Using this free template can help save a lot of time so you do not have to create a handbook from scratch.
What Should an Employee Handbook Include?
The most effective employee handbooks cover the following topics. If you use the Employee Handbook Template to create your handbook, sample text for these sections will be provided.
Links to guides discussing your legal obligations as an employer are provided below as a reference.
Non-Disclosure Agreements and Conflict of Interest Statements
While not legal requirements, having employees sign NDAs and conflict of interest statements helps to protect your trade secrets and company proprietary information.
Anti-Discrimination Policies
As an employer you must comply with the equal employment opportunity laws prohibiting discrimination and harassment, including the Americans with Disabilities Act. Your employee handbook should include a section about these laws, and how your employees are expected to comply with them.
The Discrimination and Harassment guide provides information on your legal requirements as an employer.
Compensation
Clearly explain to your employees that your company will make necessary deductions for federal and state taxes, as well as voluntary deductions for the company’s benefits programs. In addition, you should include your company’s legal obligations regarding overtime pay. You should also include information on pay schedules, performance reviews and salary increases, timekeeping, breaks, and bonus compensation.
The following resources provides information on your legal requirements as an employer:
Wage and Hour Laws
Employment Tax Guide
Workers' Compensation
Work Schedules
Describe your company’s policy regarding work hours and schedules, including attendance, punctuality, and reporting absences. Also include your company’s policy for flexible schedules and telecommuting.
Standards of Conduct
From dress codes to workplace violence, make sure you have thought out your expectations of how you want employees to conduct themselves in your workplace. In addition, it’s important to remind your employees of their legal obligations, especially if your business is engaged in a regulated activity (e.g., your company’s legal obligations to protect customer data or to avoid insider-trading activity).
General Employment Information
Your employee handbook should include an a overview of your business and general employment policies covering employment eligibility, job classifications, employee referrals, employee records, job postings, probationary periods, termination and resignation procedures, transfers and relocation, and union information, if applicable.
The following resources provides information on your legal requirements as an employer:
Employment Law Resources
Forms for Employers
Immigration and Employee Eligibility
Pre-Employment Background Checks
Severance Pay and Final Paycheck
Unions
Safety and Security
This section should describe your company’s policy for creating a safe and secure workplace, including compliance with OSHA laws that require employees to report all accidents, injuries, potential safety hazards, safety suggestions and health and safety related issues to management.
Safety policies should also include your company’s policy regarding bad weather and hazardous community conditions.
Finally, your security policy should include your commitment to creating a secure work environment, and your employee’s responsibility for abiding by all physical and information security policies, such as locking file cabinets or computers when they aren’t in use.
The Workplace Safety and Health guide provides information on your legal requirements as an employer.
Computers and Technology
Computers and communication technology are essential tools for conducting business. However employee misuse can have serious consequences for your company. Your employee handbook should include policies for appropriate computer and software use, and steps employees should take to secure electronic information, especially any personal identifiable information you collect from your customers.
The Privacy and Security guide provides information on your legal requirements as a business owner.
Media Relations
It’s a good business practice to have a single point of contact for all media inquiries, such as yourself or a public relations professional. You don't want your employees to bring unwanted attention to your company by speaking about your business in ways that could easily be misrepresented in the media. Your employee handbook should include a section that discusses how you employees should handle calls from reporters or other media inquiries.
Employee Benefits
Your company’s handbook should detail all benefit programs and eligibility requirements, including all benefits that may be required by law such as disability insurance, worker’s compensation, and COBRA.
The employee benefits section should also detail your plans for health insurance options, retirement, employee assistance, tuition reimbursement, business travel, and any other fringe benefits your business provides to attract and retain employees.
The Employee Benefits guide provides information on your legal requirements as an employer.
Hiring (Reference Checking)
Do you know who you are hiring?
Don't forget the reference checks!
You?re finished interviewing and are ready to make an offer to a seemingly outstanding applicant. Should you check references, or will that just slow down the process? After all, most employers will only verify dates of employment, right?
Little could be farther from the truth! Checking references before making an offer can actually save time, money, effort, and a lot of embarrassment. Consider Notre Dame?s hiring of George O?Leary, who resigned after it was discovered that he had lied about having a master?s degree in education and playing college football for three years.
If you provide the previous employer with a signed Reference Check Release Form from the applicant, you may be pleasantly surprised how candid past employers may be in providing useful information. It is important to keep in mind that since all applicants must be treated fairly, you will need to conduct reference checks on all strong external and internal applicants you are considering for the position.
Employment experts estimate that 30 percent of all resumes contain false or exaggerated information. Most often, dates are expanded to cover gaps in employment, which may be covering up something more serious than just unemployment. Education is another area that candidates may exaggerate or falsify. If your position requires a specific educational background, you should verify the applicant?s education before you make an offer.
Tips for effectively checking references:
Once you have selected your final candidates, ask each to contact his or her current or previous supervisor(s) to request that the supervisor(s) provide a reference.
Have candidates sign a Reference Check Release Form. Previous employers may require applicant approval before releasing information.
Ask the reference provider if he or she has time to talk or if the provider would like to schedule a specific time to conduct the reference. This gives the person time to move to a private office, if necessary.
Reassure the provider that what he or she says will not dictate whether you hire the individual.
Don?t begin the call by asking ?filler questions? about dates of employment and the last title the candidate held. Save those for the very end. Instead, start by asking open-ended questions such as, ?What duties did Pat perform?? This gets the provider talking. Consider using the Reference Check Questions sheet.
Ask the provider about the candidate?s strengths and weaknesses.
Describe your vacant position and ask the provider how he or she feels the candidate would fit into the position.
Avoid discussing personal characteristics.
Disregard information about which the provider has no first-hand knowledge or that is unrelated to the applicant?s skills, performance, or qualifications.
ALWAYS check more than one reference.
Listen carefully to the reference provider?s tone.
If a previous employer is unwilling to volunteer information, try asking the employer to rate the candidate on a scale of one to ten with respect to certain qualities. For example, ?On a scale of one to ten, how would you rate the employee?s attendance?? Many employers are more willing to respond with this approach. Another approach is to simply ask the employer if he or she would re-hire the individual.
Letters of recommendation
Accepting letters of recommendation without following up on them can be a mistake. Make a phone call to the person who wrote the letter. Ask the same questions you ask of other references, even if the information was provided in the letter. Verify that the person providing the recommendation actually supervised the applicant. In some cases, you may find that the supervisor didn?t even write the letter.
Negligent hiring
Failing to conduct reference checks or to use reasonable care in the employment selection process may lead to a negligent hiring claim. Courts have ruled that companies have a general duty to check criminal records on prospective employees who interface with the public or who could have an opportunity to commit a violent crime in the course of their employment. In addition, damages against employers are being awarded when the employer has been found to be negligent and has failed to perform a reasonable search into an employee?s background prior to hiring. The following case study was cited on the www.hrhero.com website.
A plumbing company in Kansas City hired Wesley Purkey as a repairman, gave him a van, and sent him to a customer?s home. In his application for employment, Purkey denied that he had been convicted of a crime or served time in prison. The company did not verify his references or perform a criminal background check.
The company did not know that Purkey had spent 25 years in prison for violent felonies, including aggravated robbery, burglary, assault, and kidnapping. After being paroled, he worked at six or seven different construction jobs, each for a short time. At least some of his previous employers and references were aware of his criminal background.
Mary Ruth Bales, an 80-year-old widow, called the plumbing company and requested repairs to her kitchen sink, and the company sent Purkey to her home. He collected $90 from Bales to buy plumbing parts and left, using the money to buy crack cocaine. He later returned to Bales? home, robbed her, and beat her to death with a claw hammer.
Bales? family sued the plumbing company, claiming it violated a duty to evaluate Purkey?s safety and fitness for employment before sending him into customers? homes. The claim was settled for $500,000.
This, of course, is an extreme case of negligent hiring, but it does help stress the importance of reference checks. More than likely, failing to check references will not result in murder, but picking up the phone to talk to a few references seems like cheap insurance.
- Stephanie Orem and Barb Doppelfeld,
Employment Recruiters
Don't forget the reference checks!
You?re finished interviewing and are ready to make an offer to a seemingly outstanding applicant. Should you check references, or will that just slow down the process? After all, most employers will only verify dates of employment, right?
Little could be farther from the truth! Checking references before making an offer can actually save time, money, effort, and a lot of embarrassment. Consider Notre Dame?s hiring of George O?Leary, who resigned after it was discovered that he had lied about having a master?s degree in education and playing college football for three years.
If you provide the previous employer with a signed Reference Check Release Form from the applicant, you may be pleasantly surprised how candid past employers may be in providing useful information. It is important to keep in mind that since all applicants must be treated fairly, you will need to conduct reference checks on all strong external and internal applicants you are considering for the position.
Employment experts estimate that 30 percent of all resumes contain false or exaggerated information. Most often, dates are expanded to cover gaps in employment, which may be covering up something more serious than just unemployment. Education is another area that candidates may exaggerate or falsify. If your position requires a specific educational background, you should verify the applicant?s education before you make an offer.
Tips for effectively checking references:
Once you have selected your final candidates, ask each to contact his or her current or previous supervisor(s) to request that the supervisor(s) provide a reference.
Have candidates sign a Reference Check Release Form. Previous employers may require applicant approval before releasing information.
Ask the reference provider if he or she has time to talk or if the provider would like to schedule a specific time to conduct the reference. This gives the person time to move to a private office, if necessary.
Reassure the provider that what he or she says will not dictate whether you hire the individual.
Don?t begin the call by asking ?filler questions? about dates of employment and the last title the candidate held. Save those for the very end. Instead, start by asking open-ended questions such as, ?What duties did Pat perform?? This gets the provider talking. Consider using the Reference Check Questions sheet.
Ask the provider about the candidate?s strengths and weaknesses.
Describe your vacant position and ask the provider how he or she feels the candidate would fit into the position.
Avoid discussing personal characteristics.
Disregard information about which the provider has no first-hand knowledge or that is unrelated to the applicant?s skills, performance, or qualifications.
ALWAYS check more than one reference.
Listen carefully to the reference provider?s tone.
If a previous employer is unwilling to volunteer information, try asking the employer to rate the candidate on a scale of one to ten with respect to certain qualities. For example, ?On a scale of one to ten, how would you rate the employee?s attendance?? Many employers are more willing to respond with this approach. Another approach is to simply ask the employer if he or she would re-hire the individual.
Letters of recommendation
Accepting letters of recommendation without following up on them can be a mistake. Make a phone call to the person who wrote the letter. Ask the same questions you ask of other references, even if the information was provided in the letter. Verify that the person providing the recommendation actually supervised the applicant. In some cases, you may find that the supervisor didn?t even write the letter.
Negligent hiring
Failing to conduct reference checks or to use reasonable care in the employment selection process may lead to a negligent hiring claim. Courts have ruled that companies have a general duty to check criminal records on prospective employees who interface with the public or who could have an opportunity to commit a violent crime in the course of their employment. In addition, damages against employers are being awarded when the employer has been found to be negligent and has failed to perform a reasonable search into an employee?s background prior to hiring. The following case study was cited on the www.hrhero.com website.
A plumbing company in Kansas City hired Wesley Purkey as a repairman, gave him a van, and sent him to a customer?s home. In his application for employment, Purkey denied that he had been convicted of a crime or served time in prison. The company did not verify his references or perform a criminal background check.
The company did not know that Purkey had spent 25 years in prison for violent felonies, including aggravated robbery, burglary, assault, and kidnapping. After being paroled, he worked at six or seven different construction jobs, each for a short time. At least some of his previous employers and references were aware of his criminal background.
Mary Ruth Bales, an 80-year-old widow, called the plumbing company and requested repairs to her kitchen sink, and the company sent Purkey to her home. He collected $90 from Bales to buy plumbing parts and left, using the money to buy crack cocaine. He later returned to Bales? home, robbed her, and beat her to death with a claw hammer.
Bales? family sued the plumbing company, claiming it violated a duty to evaluate Purkey?s safety and fitness for employment before sending him into customers? homes. The claim was settled for $500,000.
This, of course, is an extreme case of negligent hiring, but it does help stress the importance of reference checks. More than likely, failing to check references will not result in murder, but picking up the phone to talk to a few references seems like cheap insurance.
- Stephanie Orem and Barb Doppelfeld,
Employment Recruiters
Saturday, April 17, 2010
Hiring (Budget Verification Policy)
For all positions the salary and fringe benefit funding must be available for the entire fiscal year and on a permanent basis.
Positions will not be posted or advertised until the required funding has been verified.
Hiring (CVS and Job Application)
CVs and Job Applications
The Successful Application Letter
Your CV should be accompanied by a letter of application, and these two items form a package. The letter has a number of purposes:
- It allows you to sell yourself by pointing out key features of your CV.
- It gives you the opportunity to include material that is not in the CV, especially personal qualities that you listed when making your preparations.
- It shows a prospective employer that you know how to write a letter. While this may be of decreasing importance in an electronic age, many employers still value it highly, both as a skill in its own right and as a test of your ability to communicate clearly and effectively.
What should go in it?
The letter of application should follow the general guidelines for all business letters. It should have an introduction, a body, and a conclusion.The introduction: In the introduction you should detail the job you are applying for, and, if relevant, the circumstances that have led to this (for example an advertisement, or the recommendation of an agency).
The body: The body of the letter provides you with an opportunity to present yourself to the employer:
- Tell the reader about your present job and why you are looking to move on.
- Explain why you are suitable for this job
- Emphasize the skills you have which make you particularly suitable for the job
- List briefly the personal qualities you would bring to it
- Answer any specific questions posed by the advert or job details
hy paragraphs are much more effective than two sides of rambling prose.The conclusion: The conclusion should round the letter off, leaving the reader with a positive image. It should sum up briefly the selling points made in the body of the letter, mention any items (including the CV) you are enclosing, and express willingness to provide any further information that the reader may want.
Hiring (Non-Discrimination Act)
Employment Non-Discrimination Act
S. 1584/H.R. 3017The Problem
Qualified, hardworking Americans are denied job opportunities, fired or otherwise discriminated against just because they are lesbian, gay, bisexual or transgender (LGBT). There is no federal law that consistently protects LGBT individuals from employment discrimination; it remains legal in 29 states to discriminate based on sexual orientation, and in 38 states to do so based on gender identity or expression. As a result, LGBT people face serious discrimination in employment, including being fired, being denied a promotion and experiencing harassment on the job.
What is the Employment Non-Discrimination Act?
The Employment Non-Discrimination Act (ENDA) would provide basic protections against workplace discrimination on the basis of sexual orientation or gender identity. ENDA simply affords to all Americans basic employment protection from discrimination based on irrational prejudice. The bill is closely modeled on existing civil rights laws, including Title VII of the Civil Rights Act of 1964 and the Americans with Disabilities Act. The bill explicitly prohibits preferential treatment and quotas and does not permit disparate impact suits. In addition, it exempts small businesses, religious organizations and the military, and does not require that domestic partner benefits be provided to the same-sex partners of employees.
What ENDA Does- Extends federal employment discrimination protections currently provided based on race, religion, sex, national origin, age and disability to sexual orientation and gender identity
- Prohibits public and private employers, employment agencies and labor unions from using an individual's sexual orientation or gender identity as the basis for employment decisions, such as hiring, firing, promotion or compensation
- Provides for the same procedures, and similar, but somewhat more limited, remedies as are permitted under Title VII and the Americans with Disabilities Act
- Applies to Congress and the federal government, as well as employees of state and local governments
- Cover businesses with fewer than 15 employees
- Apply to religious organizations
- Apply to the uniformed members of the armed forces (the bill doesn't affect the "Don't Ask, Don't Tell" policy)
- Allow for quotas or preferential treatment based on sexual orientation or gender identity
- Allow a "disparate impact" claim similar to the one available under Title VII of the Civil Rights Act of 1964. Therefore, an employer is not required to justify a neutral practice that may have a statistically disparate impact on individuals because of their sexual orientation or gender identity
- Allow the imposition of affirmative action for a violation of ENDA
- Allow the Equal Employment Opportunity Commission to collect statistics on sexual orientation or gender identity or compel employers to collect such statistics.
- Apply retroactively
States' Experience and Corporate Support
Twenty-one states and the District of Columbia have passed laws prohibiting employment discrimination based on sexual orientation, and 12 states and D.C. also prohibit discrimination based on gender identity. While these laws provide important protections, according to a 2002 General Accounting Office (GAO) report, relatively few complaints of discrimination based on sexual orientation have been filed in these states.
Hundreds of companies have enacted policies protecting their lesbian, gay, bisexual and transgender employees. As of September 2009, 434 (87%) of the Fortune 500 companies had implemented non-discrimination policies that include sexual orientation, and 207 (41%) had policies that include gender identity.
What is the Current Status of the Bill?
ENDA was introduced in the 111th Congress by Representatives Barney Frank (D-MA) and Ileana Ros-
Lehtinen (R-FL) in the House. The bill was introduced in the Senate by Senators Jeff Merkley (D-OR) and Susan Collins (R-ME). On September 23, 2009, the House Education and Labor Committee held a full committee hearing in the House on the legislation. On November 5, 2009, the Senate Committee on Health, Education, Labor and Pensions (HELP) also held a hearing on the bill.
Hiring (Effective Date)
July 30, 2009
Behrooz Abdi
[address]
Carlsbad, CA 92011
Carlsbad, CA 92011
Dear Behrooz:
I am pleased to offer you employment with NetLogic Microsystems, Inc. or one of its subsidiaries (“NetLogic”). This letter sets forth the terms and conditions of your employment with NetLogic or any of its subsidiaries. To be certain that you understand and agree with the terms of this employment offer, please review this letter, which you will need to sign as a condition of employment. If you choose to accept this offer, sign and date this letter and the attached agreements where indicated. This offer is conditioned upon your presenting evidence of your authorization to work in the United States and your identity sufficient to allow NetLogic to complete the Form I-9 required by law. In the event your employment needs visa sponsorship, your employment is contingent upon you receiving the appropriate visa petitions through the appropriate United States immigration authorities.
Please be advised that this offer of employment is contingent upon the following, and shall have no force or effect unless the following are satisfied: (i) the successful closing of the transactions (the “NetLogic-RMI Transactions”) contemplated by the Agreement and Plan of Merger Reorganization between NetLogic Microsystems, Inc. and RMI Corporation (the “Merger Agreement”), (ii) your continued employment with RMI Corporation through the close of the NetLogic-RMI Transactions, and (iii) your commencement of employment with NetLogic immediately following the close of the NetLogic-RMI Transactions.
Position: Your position will be Executive Vice President and General Manager initially reporting to Ron Jankov. Your primary responsibilities will be those normally associated with the position of Executive Vice President and General Manager, as well as such other duties as may be assigned to you from time to time. This is a full-time position and NetLogic expects and requires that you will perform your assigned duties to the best of your ability and faithfully observe your obligations to NetLogic. From time to time, NetLogic may impose additional or more specific work rules for you. You acknowledge and agree that your employment with NetLogic will be subject to all of its written employment policies and procedures as in effect from time to time during the course of your employment, including, but not limited to, those in NetLogic’s Employee Handbook, NetLogic’s Code of Business Conduct and Ethics, and NetLogic’s Insider Trading and Confidentiality Policy Statement. By accepting this offer of employment, you represent and agree that as of your first day of employment with NetLogic you will be under no obligation, contractual or otherwise, inconsistent with the obligations you will be assuming to NetLogic and will re-affirm such representation and agreement at that time.
Start Date: Your first day of employment will be the date of closing of the NetLogic-RMI Transactions, unless you and your hiring manager later agree in writing to a different start date.
Base Salary: Your annual base salary will be $350,000. Your base salary will be reviewed from time to time by NetLogic to determine whether, in NetLogic’s judgment, your base salary should be changed. Your base salary will be paid in accordance with NetLogic’s normal payroll procedures and will be subject to applicable withholding required by law.
Bonus Program: Starting in calendar year 2010, you will be eligible to participate in NetLogic’s Incentive Bonus Plan, subject to the terms and conditions thereof. During 2010, you will be eligible to receive a target cash bonus of up to Seventy One Percent (71%) of your 2010 annual base salary, subject to a performance review and NetLogic achieving its financial and other goals.
Existing Stock Options: You hereby acknowledge and agree that pursuant to the terms of RMI Corporation’s 2002 Stock Incentive Plan (the “Plan”) and the Merger Agreement, all of your unexercised options to purchase shares of the Common Stock of RMI Corporation issued pursuant to the Plan that you have not exercised prior to the closing of the NetLogic-RMI Transactions, and in accordance with the exercise instructions to be provided by RMI, will automatically terminate effective as of the closing date of the NetLogic-RMI Transactions and shall have no future value.
NetLogic Stock Options: Within 60 days after the Closing Date, subject to approval and due authorization by NetLogic’s Board of Directors, you will receive an option (the “Stock Option”) to purchase a number of shares of NetLogic’s Common Stock determined by dividing $9,900,000 by the Applicable Closing Price (as defined in the Merger Agreement(1)). The Stock Option shall vest with respect to one-fifth of the shares subject to the Stock Option on the first anniversary of your first day of employment with NetLogic, and with respect to one forty-eighth of the remaining shares subject to the Stock Option each calendar month thereafter, subject to your continuous employment status with NetLogic and will be subject to all standard terms and conditions of NetLogic’s new employee inducement option grant agreement, except as modified by the express terms of this letter agreement. The exercise price for the Stock Option will be the closing price for NetLogic’s Common Stock on the grant date as reported on the applicable market of the NASDAQ Global Market on which the Common Stock is listed.
First Restricted Stock Unit Award. Within 60 days after the Closing Date, subject to approval and due authorization by NetLogic’s Board of Directors you will receive a first number of restricted stock units determined by dividing $3,300,000 by the Applicable Closing Price (the “First RSUs”). Each First RSU will represent the future right to acquire one share of NetLogic Common Stock, and shall vest with respect to one-sixth of the shares subject to the First RSUs on the 18-month anniversary of the Closing Date, and with respect to one-fifth of the remaining shares subject to the First RSUs each six months thereafter, subject to your continuous employment status with NetLogic and all standard terms and conditions of NetLogic’s new employee inducement awards of restricted stock units, except as modified by the express terms of this letter agreement.
Second Restricted Stock Unit Award. Within 60 days after the Closing Date, subject to approval and due authorization by NetLogic’s Board of Directors you will receive a second number of restricted stock units determined by dividing $2,400,000 by the Applicable Closing Price (the “Second RSUs”). Each Second RSU will represent the future right to acquire one share of NetLogic’s Common Stock, will vest as to 50% of the total number of shares subject thereto six-months after your first day of employment with NetLogic, and as to the remainder of such shares on the first anniversary of your first day of employment with NetLogic, subject to your continuous employment status with NetLogic, and will be subject to all standard terms and conditions of NetLogic’s new employee inducement awards of restricted stock units, except as modified by the express terms of this letter agreement.
NOTE: If you are a “disqualified individual” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), no payment or grants of your Stock Option and/or Restricted Stock Units shall be required or made to the extent that such payments and grants, when aggregated with any other relevant payments or benefits received or to be received by you (including but not limited to any amount you receive in the RMI-NetLogic transaction in respect of RMI common stock or options to purchase RMI common stock that you may hold), would constitute a “parachute payment” within the meaning of Section 280G of the Code. RMI anticipates submitting the payments that may constitute “parachute payments” to its shareholders for their approval at or prior to the RMI-NetLogic transaction; however, if such approval is obtained and otherwise satisfies the applicable requirements of Section 280G(b)(5)(B) of the Code, no part of such payments to you will be limited by this paragraph. All determinations required by this paragraph will be made by NetLogic, whose determination will be final and binding absent manifest error.
Change of Control: The Stock Option and RSU agreements referred to above will include the following additional provision:
In the event of a Change of Control occurring prior to the termination of your Continuous Service Status (as such terms are defined in the NetLogic Microsystems, Inc. 2004 Equity Incentive Plan (the “Plan”)), in which the outstanding Stock Options, First RSUs and Second RSUs (collectively, the “Equity Awards”) are not assumed by the successor corporation, the vesting of the Equity Awards shall be accelerated by 24 months (measured from the date of the Change of Control) such that all shares that would have become vested during the 24-month period subsequent to the date of the Change of Control (assuming the your Continuous Service Status) but for such Change of Control will so vest as of the effective date of such Change of Control. In addition, following a Change of Control, in which the Equity Awards have been assumed by the successor corporation in such Change of Control as of the date thereof, in the event of your Involuntary Termination of employment within 24 months after the effective date of the Change of Control the vesting of the assumed Equity Awards shall be accelerated such that all Equity Awards that would have become vested during such 24-month period but for the Change of Control and Involuntary Termination (assuming your Continuous Service Status) will so vest as of the effective date of such Termination. For purposes of this Agreement, an “Involuntary Termination” is one that occurs by
reason of your dismissal for any reason other than Misconduct or your voluntary resignation following: (i) a change in position you accepted with NetLogic or its subsidiary that materially reduces your level of responsibility, (ii) a material reduction your base salary, or (iii) your relocation by more than 50 miles from the principal office where your employment is located at the commencement of employment with NetLogic; provided that (ii) and (iii) will apply only if you has not consented to the change or relocation. “Misconduct” shall mean the commission of any act of fraud or embezzlement by you, (ii) any intentional unauthorized use or disclosure by you of confidential information or trade secrets of NetLogic (or any subsidiary of NetLogic), or (iii) any act of dishonest or other intentional misconduct by you adversely affecting the business affairs of NetLogic (or any parent or subsidiary of NetLogic) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which NetLogic (or any parent or subsidiary of NetLogic) may consider as grounds for the dismissal or discharge of your employment with NetLogic (or any parent or subsidiary of NetLogic).
Separation Package: If your employment with NetLogic is Involuntarily Terminated not in connection with a Change of Control, NetLogic will provide you with the following separation package: (i) one year of salary, (ii) monthly payments of COBRA health care premiums (wherein, the sum of (i) and (ii) shall not exceed $400,000), and (iii) the vesting of the Equity Awards shall be accelerated by 24 months (measured from the date of the Involuntary Termination) such that all shares subject to the Equity Awards that would have become vested during the 24-month period subsequent to the date of the Involuntary Termination (assuming the your Continuous Service Status) but for such Involuntary Termination, will so vest as of the effective date of such Involuntary Termination. In order to receive either separation package described in this section, you will need to execute a Separation Agreement and General Release (“Agreement”) and comply with the terms of the Agreement, including that you will: (a) release and forever discharge NetLogic, and any successor corporation, from any and all claims, rights, demands, actions, obligations, liability and causes of action, whether asserted or whatsoever, known or unknown, which you have or had against NetLogic, and any successor corporation, from the beginning of time until the date of execution of this Agreement (collectively referred to as “Claims”); and (b) release, acquit and forever discharge NetLogic, and any successor corporation, from and against any Claims arising from or in any way connected with or relating to: (i) your employment with NetLogic, and any successor corporation, or the termination of your employment with NetLogic, and any successor corporation,, (ii) claims arising under any state or federal statute regarding employment discrimination or termination, including but not limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act, the California Labor Code, the Worker Adjustment and Retraining Notification Act (WARN), and the Americans with Disabilities Act, (iii) claims for wrongful discharge, unjust dismissal, or constructive discharge, (iv) claims for breach of any alleged oral, written or implied contract of employment, (v) claims for salary or severance payments other than those set forth in the Agreement, (vi) claims for employment benefits, except as set forth in the Agreement; (vii) claims for attorneys’ fees, costs, and damages of all types, and (viii) any other claims under federal, state or local statute, law, rule or regulation.
Conflicting Activities: While employed by NetLogic you may not work as an employee or consultant of any other organization or engage in any other activities which conflict or interfere with your obligations to NetLogic, without the express prior written approval of NetLogic’s CEO. We believe that employment with NetLogic requires a full-time commitment. Employment with any competing entity, or for yourself in competition with NetLogic, is not permitted. If you want to take an outside job, you should discuss the outside opportunity with your manager in advance so that we can determine if any actual or potential conflict of interest exists.
At-Will Employment: Your employment with NetLogic is for no specified duration and is at the will of both you and NetLogic, which means that either you or NetLogic may end the employment relationship at any time for any reason, with or without notice. Nothing in this provision or the provisions in the Stock Option or RSU agreements will alter the at-will nature of your employment, or limit in any way the acts or omissions that NetLogic may consider as grounds for termination of your employment. The at-will nature of your employment may not be altered by any policy, practice, or representation of NetLogic, but only by a written agreement expressly modifying or waiving it, signed both by you and NetLogic’s CEO.
Reimbursements: You will be entitled to reimbursement on a regular basis for reasonable, necessary and properly documented business and travel expenses incurred for the purpose of conducting NetLogic’s business, in accordance with NetLogic’s policy and applicable law.
Benefits: You will be eligible to participate in any employee benefit plans or programs maintained or established by NetLogic to the same extent as other employees at your level within NetLogic, subject to the generally applicable terms and conditions of the plan or program in question and the determination of any committee administering such plan or program.
Confidential Information and Inventions: Your employment is conditioned upon your execution, return of and adherence to NetLogic’s standard Proprietary Information and Inventions Agreement, a copy of which is attached as Exhibit A.
RELEASE. IN EXCHANGE FOR THE NETLOGIC STOCK OPTIONS, RESTRICTED STOCK UNITS AND OTHER BENEFITS AND RIGHTS GRANTED TO YOU HEREUNDER, YOU HEREBY UNCONDITIONALLY RELEASE AND FOREVER DISCHARGE RMI CORPORATION AND EACH OF ITS SUBSIDIARIES (COLLECTIVELY “RMI”), NETLOGIC AND ANY OTHER SUBSIDIARY OF NETLOGIC, INCLUDING THEIR RESPECTIVE OFFICERS AND DIRECTORS, FROM (I) ANY AND ALL OBLIGATIONS OR DUTIES RMI MAY HAVE TO YOU WITH RESPECT TO THE UNEXERCISED RMI CORPORATION OPTIONS AND (II) ANY AND ALL CLAIMS OF LIABILITY, WHETHER LEGAL OR EQUITABLE, OF EVERY KIND AND NATURE, WHICH YOU EVER HAD, NOW HAVE OR MAY CLAIM AGAINST RMI, IN EACH CASE ARISING OUT OF FACTS OR CIRCUMSTANCES OCCURRING AT ANY TIME ON OR PRIOR TO THE CLOSING DATE OF THE MERGER AND WHICH RELATE TO RMI; PROVIDED, HOWEVER, THAT SUCH RELEASE SHALL EXCLUDE THOSE CLAIMS, LIABILITIES, OBLIGATIONS AND DUTIES OF RMI OR NETLOGIC (COLLECTIVELY, “CLAIMS”) UNDER THIS LETTER AND SHALL EXCLUDE, TO THE EXTENT APPLICABLE, (I) COMPENSATION NOT YET PAID (INCLUDING ANY AMOUNTS PAYABLE TO YOU OR SHARES, RSUS OR OPTIONS TO BE DELIVERED PURSUANT TO THIS LETTER OR THE MERGER AGREEMENT), (II) REIMBURSEMENT FOR
EXPENSES INCURRED BY YOU IN THE ORDINARY COURSE OF YOUR EMPLOYMENT WHICH ARE REIMBURSABLE UNDER RMI’S EXPENSE REIMBURSEMENT POLICIES, (III) ACCRUED PTO AND VACATION, SUBJECT TO THE RMI CORPORATION’S POLICIES ON ACCRUAL AND CARRYFORWARD, (IV) ANY INDEMNIFICATION OBLIGATIONS OF RMI OR NETLOGIC TO INDEMNIFY CERTAIN OFFICERS AND DIRECTORS, AND (V) ANY OTHER CLAIMS AS TO WHICH APPLICABLE CALIFORNIA AND U.S. FEDERAL EXPRESSLY PROHIBITS RMI OR NETLOGIC FROM OBTAINING THIS RELEASE. FOR PURPOSES OF THIS SECTION, YOU HEREBY EXPRESSLY WAIVE THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH READS AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Third Party Information: You agree that you will not, during your employment with NetLogic, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that you will not bring onto the premises of NetLogic any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
Arbitration: All disputes concerning this offer letter agreement shall be governed by and interpreted in accordance with the laws of the State of California, without reference to conflicts of law provisions or principles. You and NetLogic agree to submit any matter in dispute under this offer letter agreement to JAMS (“the Association”) for final and binding arbitration conducted in Santa Clara County, California, and conducted in accordance with the rules of the Association.
Miscellaneous: This agreement, together with the attached Proprietary Information and Inventions Agreement and all other agreements and items expressly referenced herein, are the sole and entire agreement between you and NetLogic with respect to the subject of your employment and supersedes all prior or contemporaneous agreements or negotiations on that subject. This agreement may not be modified except in a writing signed by the CEO of NetLogic and you. The unenforceability of any provision of this letter agreement will not affect the validity or enforceability of any other provision of the agreement. This letter agreement may be executed in two or more counterparts, which together will constitute the entire agreement.
Sincerely,
/s/ RON JANKOV
Ronald S. Jankov
President and CEO
I have reviewed and understand the terms and conditions set forth in this letter and agree to them.
Read more: http://www.faqs.org/sec-filings/100226/NETLOGIC-MICROSYSTEMS-INC_10-K/nex1022.htm#ixzz0lMtx1sGq
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