Offer Letter to Joseph Johnson



  
 Exhibit 10.15 
  
 

 
  
 September 4, 2002 
  
 Joe Johnson 
 14003 South Rockhill Road 
 Phoenix, AZ 85048

  
 Dear Joe: 
  
 On behalf of Sirenza Microdevices (the “Company”), I am pleased to offer you the position of Vice President and Chief Technical Officer, reporting to Bob VanBuskirk, President and CEO, for a period of two (2) years. The
terms of your relationship with the Company will be as indicated herein. This is an exempt position, and you will work out of our Tempe, Arizona office. This offer is contingent upon your successful completion of the reference check process and the
Closing (as defined therein) of the Merger as described in the Agreement and Plan of Reorganization (the “Merger Agreement”) among the Company, Xavier Merger Sub, Inc. and Xemod Incorporated. 
  
 As a Sirenza Microdevices employee, you will be expected to abide by Company rules and regulations that may be modified from time to time,
and to sign and comply with our Employment, Confidential Information, Invention Assignment and Arbitration Agreement which prohibits unauthorized use or disclosure of Sirenza Microdevices’ proprietary information. This document is enclosed
herewith. 
  

	1.
	 
	Salary. Your base salary will be $6,730.77 per bi-weekly pay period (equivalent to $175,000 per year), less payroll deductions and all required
withholdings. You will also be eligible for the Company’s standard bonus plan. 
 

  

	2.
	 
	Stock. Subject to Board approval, you will be granted a stock option to purchase 100,000 shares of Common Stock according to the Company’s 1998
Amended and Restated Stock Plan. The exercise price of the option will be the fair market value of the Company’s Common Stock on the date of grant, as determined by the Board. The recommended vesting schedule of your option shall be as follows:
25% of the shares shall vest at the end of your first full year of employment and 1/48th of the shares
shall vest monthly thereafter subject to your continuing employment with the Company. This option grant shall be subject to the terms and conditions of the Company’s Stock Option Plan and Stock Option Agreement, including vesting requirements.
No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment. You will receive more information about the Stock Plan approximately four to six weeks after your
date of hire. 
 

  

	3.
	 
	Benefits. You will be eligible, provided that you meet the eligibility requirements of the plans and policies, for standard Company benefits (as modified
from time to time) including health, dental, vision, life, short and long-term disability insurance at no cost to you for employee-only
 
 









	 	
coverage. These benefits will be effective your date of hire. You will also be eligible to purchase benefits for your dependent(s) and/or domestic partner if applicable, as well as having access
to the Sirenza Microdevices 401(k) Plan based upon the provisions of the plan. For your first year, you will receive 21 days of pro-rated Paid Time Off (“PTO”). 
 

  

	4.
	 
	Start Date. We would like you to begin employment at the Effective Time (as defined in the Merger Agreement). 
 

  

	5.
	 
	Employment At Will. The Company is excited about your joining and looks forward to a beneficial and productive relationship. Nevertheless, you should be
aware that your employment with the Company constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any
time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks notice. 
 

  

	6.
	 
	Severance. Our at-will relationship notwithstanding, if prior to the two (2) year anniversary of your Start Date the Company terminates your employment
with the Company other than for “Cause” (as defined below) or you resign for “Good Reason” (as defined below), (each an “Involuntary Termination”) and you sign and do not revoke a general release of claims in the
Company’s favor which release is reasonably acceptable to the Company (the “Release”), then you shall be entitled to receive as severance pay your salary, as then in effect, for that period of time remaining until the two (2) year
anniversary of your Start Date or six (6) months, whichever period is greater (less applicable withholding). 
 

  

	7.
	 
	Noncompete. You acknowledge that you are (i) being hired by the Company in connection with the acquisition of the stock of another company, (ii) a
stockholder of the company being acquired, and (iii) receiving a premium for your stock in connection with the acquisition. You further acknowledge that the nature of the Company’s business is such that if you were to become employed by, or
substantially involved in, the business of a competitor of the Company within two (2) years of your Start Date or one (1) year of the cessation of your employment with the Company for any reason, it would be very difficult for you not to rely on or
use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, you shall not during the longer of the two (2) year anniversary of your
Start Date or the one (1) year anniversary of the cessation of your employment with the Company for any reason directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate
officer, director or otherwise) a United States business that is engaged in RF and Microwave semiconductor components primarily for the wireless infrastructure market, including, but not limited to semiconductors, modules, and discrete components (a
“Restricted Business”), or have any ownership interest in or participate in the financing, operation, management or control of a Restricted Business; provided, however, you may serve as an employee, consultant, agent, corporate officer or
director to a business entity with a subsidiary or division engaged in the Restricted Business provided you do not directly or indirectly provide any services or assistance to such subsidiary or division. In addition, nothing in this Agreement shall
prohibit you from investing in a publicly traded company that is engaged in a Restricted Business provided your investment therein does not exceed more than 3% of such publicly traded company’s issued and outstanding voting securities.

 

  

	8.
	 
	Definitions. 
 








  
 (a) “Cause” shall mean (i) an act of dishonesty made by
you in connection with your responsibilities as an employee; (ii) your conviction of, or plea of nolo contendere to, a felony, or commission of an act of moral turpitude; (iii) your gross misconduct; or (iv) your (a) material failure to
discharge your employment duties or (b) a material breach of this Agreement, in each case after you have received a written demand for performance from the Company (or notice of misconduct, where applicable) specifying the breach of employment
duties and your failure to cure such breach (where such breach is curable) within thirty (30) days of the date of such notice from the Company. 
  
 (b) “Good Reason” shall mean without your consent (i) a material reduction of your duties, or responsibilities relative to your duties, or responsibilities in effect immediately prior to such
reduction, or the removal of you from such duties and responsibilities; (ii) any reduction by the Company in your compensation as in effect immediately prior to such reduction unless such reduction is part of a reduction of the compensation of all
of the senior executives of the Company and such reduction is authorized and approved by the Board; (iii) a material reduction by the Company in the kind or level of employee benefits to which you are entitled immediately prior to such reduction
with the result that your overall benefits package is significantly reduced; (iv) your relocation to a facility or a location 25 miles or more from your present location; or (v) a material breach of this Agreement; provided, however in all of
(i) through (v) above that the Company has received a written demand for performance from you specifying the breach and Company’s failure to cure such breach (where such breach is curable) within thirty (30) days of the date of such notice.

  
 We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to
your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of
your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to
the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third
party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information. 
  

In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and
the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be resolved by a neutral arbitrator who
shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and (v) the Company shall pay all arbitration fees after the first $200.00. 
  
 We look forward to your joining Sirenza Microdevices and to building a rewarding working relationship. If you accept our offer, please sign this letter and return it to me
in Human Resources at your earliest convenience. A duplicate original is enclosed for your records. This letter, along with any agreements relating to proprietary rights between you and the Company, set forth the terms of your employment with the
Company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including, but not
limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the President of the Company and
 







 
you. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. Attached is a list of acceptable documents. 
  
 
	  	 	 We look forward to your favorable reply and to working with you.
 
	 
	  	 	 Warm Regards,
 	 	  	 	  	 	  
	 
	  	 	 /S/    GRETCHEN KING        
 	 	  	 	  	 	  
	 
	  	 	 Gretchen King
 Director, Human Resources
 408/616-5429
 Confidential Fax: 408/616-5406
 	 	  	 	  	 	  
	 
	  	 	 ACKNOWLEDGED AND AGREED:
 	 	  	 	  	 	  
	 
	  	 	 /S/    JOE JOHNSON        
 	 	  	 	  	 	 Sept. 4, 2002
 
	  	 	 
	 	  	 	  	 	 

	  	 	 Signature
 	 	  	 	  	 	 Date
 
	 
	  	 	 The electronic signature of the Sirenza Microdevices employee above shall be construed as equivalent to a live signature.
 

 
  
 Enclosures 
     Duplicate Original Letter 
     Employment, Confidential Information, Invention Assignment and Arbitration Agreement