Employment agreement dated 07/22/2002




	 		


 
  
 Exhibit 10.22 
  

July 22, 2002 
  
 Carmine Napolitano 
  
 Employment Offer 
  
 Dear
Carmine, 
  
 We are excited by the opportunity to bring your leadership skills and depth of management experience to the CATC team. Thus, in
the name of CATC’s Board of Directors, I would like to extend to you an employment offer for the position of Vice President and Chief Financial Officer. 
  
 The terms and conditions of employment are defined in the attached Employment Agreement document. To indicate your acceptance of CATC’s offer, please sign and date the employment agreement in the space provided and
return it to me. 
  
 Carmine, we are excited about you joining the CATC management team and look forward to building a great company
together. Congratulations! 
  
 Sincerely, 
  
  

Jean-Louis Gassée 
 Président, CEO 

 
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 EMPLOYMENT AGREEMENT 
  
 Computer Access Technology Corporation, a corporation, (hereinafter known as “CATC”, or “the Company”), having its principal place of
business at 2403 Walsh Avenue, Santa Clara, California 95051-1302, is hiring Mr. Carmine Napolitano, residing at ________________. 
  
 1.    JOB DESCRIPTION 
  
 As Vice President and Chief Financial Officer, reporting to the
Company’s President and CEO, Employee shall perform all business functions required by CATC, including but not limited to: 
  

	 	•
	 
	Managing the Finance and Administration organization 
 

  

	 	•
	 
	Preparing and presenting accurate, sincere, complete and conformant financial reports and related filings for CATC 
 

  

	 	•
	 
	Working with the Executive Staff on operational (budget, controls, etc.) as well as strategic topics 
 

  

	 	•
	 
	Working with the CEO in developing relationships with the investment community 
 

  

	 	•
	 
	Preparing periodic operational reports for the Board of Directors and the Executive Staff 
 

  
 By signing this Employment Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from
performing your duties for the Company. 
  
 2. COMPENSATION 
  
 2.1. Salary: 
  
 The Company will pay you a salary at the rate
of $230,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary has been established as part of a total compensation package that has taken into account the quantity of stock options to be granted to you,
and will be subject to review by the Compensation Committee of the Board pursuant to the Company’s executive compensation policies in effect from time to time. 
  
 2.2. Annual Incentive Bonus: 
  
 Employee will be eligible to be
considered for an incentive bonus for each fiscal year of the Company, beginning in 2002. The bonus (if any) will be awarded based on objective or subjective criteria established by the Compensation Committee of the Board. Within the first 60 days
of employment, CATC ‘s CEO and Employee will jointly define a set of goals and objectives for Employee for 2002. Upon successfully reaching these goals CATC would pay Employee a targeted achievement bonus of $50,000 for FY 2002, prorated to
Employee’s actual length of service in 2002. As a transitional provision, the Company shall guarantee a minimum bonus of $35,000 for FY 2002. For subsequent years, the CATC’s Board of Directors will review 

 
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 a bonus plan for the Executive Staff, said plan to be proposed by the CEO. The bonus for a
fiscal year will be paid after the Company’s books for that year have been closed and will be paid only if Employee is employed by the Company at the time of payment. The determinations of the Compensation Committee of the Board with respect to
Employee’s bonus will be final and binding. 
  
 2.3. Stock Option: 
  
 When joining the Company, Employee will have an option to purchase 350,000 shares of the Company’s Common Stock in accordance with CATC’s Stock Option
plan, subject to Board approval. The exercise price per share will be determined by the Compensation Committee of the Board after your acceptance of this letter, but will be at least two business days prior to the announcement of your joining the
Company. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2000 Stock Option Plan, as described in that Plan and the applicable Stock Option Agreement. 
  
 The option will become exercisable under the following terms: 
  
 350,000 shares will vest over time as follows—1/4th
after 12 months and then 1/48th each month thereafter for 36 months, until fully vested at the end of 48
months of continuous employment with the Company. 
  
 3.    BENEFITS 
  
 3.1.    Health Care: 
  
 Medical, Dental, Vision, Life and Disability insurance plans are fully paid by CATC for Employee and dependents. 
  
 3.2.    Pension Plan: 
  
 CATC offers its employees a 401K retirement saving
plan. The Company provides matching contributions to the plan at the discretion of its Board of Directors. 
  
 3.3.    Time Off: 
  
 CATC recognizes the need for
employees to enjoy time away from work to relax and pursue personal activities. Employee is entitled to the following time off: 
  

	•
	 
	16 days paid PET (Personal Excused Time) for the first year of service (1.33 days per month accrual). One additional day per year of service up to a maximum of
26 days per year. 
 

  

	•
	 
	Paid Holidays for all Holidays that CATC’s offices are closed. 
 

  
 Employee should schedule Employee’s time off with Employee’s supervisor, providing reasonable notice so that both Company and personal needs can be met. 

 
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 4.    EXPENSES 
  
 CATC shall reimburse Employee for actual travel expenses incurred while in a travel status authorized in writing by CATC for reasonable amounts. Said
reimbursement to cover all proper expenses including motel bills, meals, and: 
  

	 	(1)
	 
	Either the cost of transportation by common carriers; or 
 

  

	 	(2)
	 
	A per-mile amount (following Government regulations) when Employee’s automobile is used; and 
 

  

	 	(3)
	 
	Other incidental expenses 
 

  
 5.    INVENTIONS, PATENT RIGHTS AND COPYRIGHTS 
  
 (a)    Employee agrees
that Employee will communicate to CATC’s management all inventions made or conceived by Employee in connection with the performance of the work contemplated by this Agreement and that Employee will, without further consideration, assign all
right, title and interest in such inventions to CATC and will assist CATC and its nominees in every proper way (entirely at CATC expense) to obtain for its own benefit patents for such inventions in any and all countries, the invention to be and
remain the property of CATC and its nominees, whether patented or not. 
  
 (b)    Inventions referred to in the above
paragraph means any invention, improvement, or discovery (whether or not patentable) conceived or actually reduced to practice either in the performance of the experimental, developmental, or research work contemplated by this Agreement.

  
 (c)    Employee agrees that all writings produced by Employee under this contract shall be the sole property of CATC
and CATC shall have the exclusive right to copyright such writings in any country or countries. 
  
 6.    CATC’s
TRADE SECRETS 
  
 Employee agrees that Employee will not, either during or subsequent to the term of this Agreement, directly or
indirectly, divulge to unauthorized persons any secret or confidential know-how or other information acquired through Employee’s association with CATC, including work in connection with any contract for any department of the United States
Government or other customer, and not known to the industry or recognized as standard practice, whether acquired or developed by Employee during the term of this Agreement or obtained from other employees; and that Employee will not, either during
or subsequent to the term of this Agreement, directly or indirectly, publish or disclose to any third party any such information without written authorization from CATC to do so, nor will Employee use such information apart from CATC’s business
without the approval of CATC. 

 
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 7.    TRADE SECRETS OF OTHERS 
  
 Employee represents that Employee’s performance of all of the terms of this Agreement and as an Employee to CATC does not and will not breach any agreement
to keep in confidence proprietary information, knowledge or data acquired by Employee in confidence or in trust prior to Employee’s execution of this Agreement with CATC, and Employee will not disclose to CATC, or induce CATC to use, any
confidential or proprietary information or material belonging to any previous employer or others. Employee agrees not to enter into any agreement either written or oral in conflict herewith. 
  

8.    EMPLOYMENT TERMS 
  
 8.1.    At-will Employment 
  
 If you accept this offer, your employment
with CATC shall be “at-will.” That means that your employment is not for any specified period of time and can be terminated by yourself or CATC for any or no particular reason or cause, and at anytime, with or without advance notice.
Furthermore, you can be promoted, demoted, have your title, duties, compensation or other terms or conditions of your employment changed with or without cause or notice at the will of CATC. The “at-will” nature of your employment, as set
forth above, cannot be changed except in an express writing signed by the Compensation Committee of CATC. 
  
 8.2.    Severance Benefits 
  
 (a)    Termination.    If Employee’s employment terminates for Good Reason or other than for Cause, Employee’s voluntary resignation, Disability or death at any time after the
first anniversary of the Start Date (the “Waiting Period”), or if Employee’s employment terminates for Good Reason or other than for Cause, Employee’s voluntary resignation, Disability or death at any time within a period
beginning ninety (90) days before and ending on the day immediately preceding the first anniversary of a Change of Control regardless of whether such termination occurs within the Waiting Period, then, in addition to paying the compensation and
benefits already earned by and vested in Employee, Company shall pay Employee severance pay from the Company in an amount equal to Employee’s base salary for the twelve calendar month period immediately preceding the Termination Date, and 50%
of Employee’s then unvested shares of the stock option grant described in Section 2.3 and of each subsequent stock option grant will become fully vested and exercisable as of the Termination Date. The Company shall pay Employee any severance
pay to which Employee is entitled pursuant to this Section in cash and in full (A) if on or after the first anniversary of the Start Date, not later than thirty (30) calendar days following the Termination Date, and (B) if prior to the first
anniversary of the Start Date and within ninety (90) days prior to a Change in Control, not later than thirty (30) calendar days following the Change in Control. 
  
 In the event Employee believes that the Company has taken an action that constitutes Good Reason as defined in Section 9(d), Employee shall give written notice to the Company in writing setting forth the basis for such
belief. The Company shall have thirty (30) days in which to take action, restoring Employee to the position Employee was in prior to the Company taking the 

 
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 action that constituted Good Reason. If the Company takes such action, Employee shall not
thereafter have the right to terminate employment for Good Reason on account of the actions previously taken by Employee. If Employee fails to notify the Company within thirty (30) days of the events that constitute Good Reason, Employee shall not
thereafter have the right to terminate Employee’s employment for Good Reason based on those events. 
  
 (b)    Voluntary Resignation; Termination for Cause.    If Employee’s employment terminates by reason of Employee’s voluntary resignation (and not for Good Reason), or if
Employee is terminated for Cause, then Employee shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or
pursuant to other agreements with the Company. 
  
 (c)    Disability; Death.    If the
Company terminates Employee’s employment as a result of Employee’s Disability, or such Employee’s employment is terminated due to the death of Employee, then Employee shall not be entitled to receive severance or other benefits except
for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other agreements with the Company. 
  
 (d)    Other Termination.    In the event Employee’s employment is terminated for Good Reason or other than for Cause, Employee’s voluntary
resignation, Disability or death prior to the first anniversary of the Start Date and greater than ninety (90) days before the occurrence of a Change of Control, the Company shall pay Employee severance pay in an amount equal to Employee’s base
salary for the six (6) calendar month period immediately preceding the Termination Date. Such severance pay shall be in addition to payment by the Company of compensation and benefits already earned by and vested in Employee as of the Termination
Date. The Company shall pay Employee any severance pay to which Employee is entitled pursuant to this Section in cash and in full not later than thirty (30) calendar days following the Termination Date. 
  
 9.    DEFINITION OF TERMS 
  
 The following terms referred to in this Agreement shall have the following meanings: 
  
 (a)    Cause.    For purposes of this Agreement, the term “Cause” is defined as any one or more of the following occurrences: 
  
 (i)    Employee’s continued failure to perform Employee’s duties and responsibilities commensurate with the
scope and stature of Employee’s position in good faith and to the best of Employee’s ability for a period of 30 days after written notice thereof from the Company to Employee; or 
  
 (ii)    Employee’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime
which constitutes a felony in the jurisdiction involved; or 
  
 (iii)    Employee’s
commission of an act of fraud or misappropriation of funds, whether prior or subsequent to the date hereof, upon the Company; or 

 
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 (iv)    Employee’s breach of a material
provision of this Agreement or Employee’s Confidential Information and Invention Assignment Agreement with the Company; or 
  
 (v)    Gross negligence by Employee in the scope of Employee’s services to the Company; or 
  
 (vi)    Employee’s commencement of employment (as an employee or a consultant) with another employer while Employee is an employee of the Company, without the prior written consent of the Company; or

  
 (vii)    Material nonconformance with the Company’s standard business practices and
policies generally, including but not limited to policies against racial or sexual discrimination or harassment, delivered in writing to Employee. 
  
 (b)    Change of Control.    “Change of Control” means the occurrence of any of the following events: 
  
 (i)    Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting
securities; or 
  
 (ii)    The shareholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, such surviving entity or the entity that controls such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s
assets. 
  
 (c)    Disability.    “Disability” shall mean that Employee has been
unable to perform Employee’s Company duties as the result of Employee’s incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement, is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such Agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at
least 30 days’ written notice by the Company of its intention to terminate Employee’s employment. In the event that Employee resumes the performance of substantially all of Employee’s duties hereunder before the termination of
Employee’s employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked. 
  
 (d)    Good Reason.    “Good Reason” shall mean (i) without Employee’s express written consent, the significant reduction of Employee’s duties, authority or
responsibilities, relative to 

 
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 Employee’s duties, authority or responsibilities as in effect immediately prior to such
reduction, or the assignment to Employee of such reduced duties, authority or responsibilities; (ii) a reduction by the Company in the base salary of Employee as in effect immediately prior to such reduction, unless such reduction is caused by
Company’s general business conditions and Company reduces comparably the base salaries of all other members of the executive team; or (iii) the relocation of Employee to a facility or a location more than twenty (20) miles from Employee’s
then present location, without Employee’s express written consent. 
  
 (e)    Termination
Date.    “Termination Date” shall mean (i) if Employee’s employment is terminated by the Company for Disability, thirty (30) days after notice of termination is given to Employee (provided that Employee shall
not have returned to the performance of Employee’s duties on a full-time basis during such thirty (30)-day period), (ii) if Employee’s employment is terminated by the Company for any other reason, the date on which a notice of termination
is given; provided, however, that if within thirty (30) days after the Company gives Employee notice of termination, Employee notifies the Company that a dispute exists concerning the termination or the benefits due pursuant to this
Agreement, then the Termination Date shall be the date on which such dispute is finally determined, either by mutual written agreement of the parties, or a by final judgment, order or decree of a court of competent jurisdiction (the time for appeal
there from having expired and no appeal having been perfected), or (iii), if Employee’s employment is terminated by Employee for Good Reason, the date on which Employee delivers the notice of termination required by such Section to the Company.

  
 10.    MISCELLANEOUS PROVISIONS 
  
 (a)    Waiver.    No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in
writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered
a waiver of any other condition or provision or of the same condition or provision at another time. 
  
 (b)    Whole
Agreement.    No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof. 
  
 (c)    Choice of Law.    The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California as applied to agreements entered into and performed within California solely by residents of that state. 
  
 (d)    Withholding.    All payments made pursuant to this Agreement will be subject to withholding of applicable
income and employment taxes. 
  
 11.    EFFECTIVE DATE 
  
 This Agreement is effective as of date September 1, 2002. 

 
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 12.    ENTIRE AGREEMENT 
  
 This Agreement embodies the entire agreement and understanding which exists among and between the parties relating to the subject matter. There are no
agreements, representations, warranties or statements with respect to the subject matter hereof except as expressly set forth herein. 
  
 
	 Computer Access Technology Corp.
 	 	  	 	 Employee
 
	 
	  
 
	 	  	 	  
 

	 Signature:
 JLG, President & CEO
  

Date: July 22nd, 2002
 	 	  	 	 Signature:
 Name: Carmine Napolitano
  
 Date: July 22nd, 2002
 

 

 
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