exv10w23



 







EXHIBIT 10.23




CHANGE OF CONTROL SEVERANCE AGREEMENT




     CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), by and between SYNAPTICS
INCORPORATED, a Delaware corporation (the “Company”), and Tom Tiernan (“Executive”) is
entered into as of the 3rd day of April 2006.



RECITALS




     A. The Company is engaged primarily in the business of the development and supply of
custom-designed user interface solutions that enable people to interact more easily and intuitively
with a wide variety of mobile computing and communications devices (collectively, the “Business”).



     B. Executive currently serves as a Senior Vice President of the
Company.



     C. The Board of Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company and its stockholders to assure that the Company will have the continued
dedication of Executive despite the possibility, threat, or occurrence of a Change of Control (as
defined below) of the Company.



     D. The Board believes it is imperative to diminish the inevitable distraction of Executive by
virtue of the personal uncertainties and risks created by a pending or threatened Change of
Control, to encourage Executive’s full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide the Executive with
compensation arrangements upon a Change of Control that afford Executive with a requisite amount of
individual financial security and are competitive with those of other corporations. In order to
accomplish these objectives, the Board has caused the Company to enter into this Agreement.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set
forth herein and the performance of each, it is hereby agreed as follows:



     1. Certain Definitions.



          (a) Effective Date. The “Effective Date” shall be the first date during the “Change of
Control Period” (as defined below) on which a Change of Control occurs.




          (b) Change of Control Period. The “Change of Control Period” is the period commencing on the
date hereof and ending on the first anniversary of such date; provided, however, that the Change of
Control Period shall extend automatically for an
additional day at the end of each day during the Change of Control Period so that the Change
of Control Period is always the shorter of one (1) year or Executive’s Normal Retirement Date.




          (c) Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:




 









 








               (i) Change of Control. A “Change in Control” shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended, or if Item 6(e) is no longer in
effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, which serve similar purposes; provided further that, without
limitation, a Change in Control shall be deemed to have occurred if and when:



               (ii) Turnover of Board. The following individuals no longer constitute a majority of the
members of the Board: (A) the individuals who, as of the date of this Agreement constitute the
Board (the “Current Directors”); (B) the individuals who thereafter are elected to the Board and
whose election, or nomination for election, to the Board was approved by a vote of all of the
Current Directors then still in office (such directors becoming “Additional Directors” immediately
following their election); and (C) the individuals who are elected to the Board and whose election,
or nomination for election, to the Board was approved by a vote of all of the Current Directors and
Additional Directors then still in office (such directors also becoming “Additional Directors”
immediately following their election);



               (iii) Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer
is to take over and control the Company, and such offer is consummated for the equity securities of
the Company representing twenty percent (20%) or more of the combined voting power of the Company’s
then outstanding voting securities;



               (iv) Merger or Consolidation. The stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the Company, a reverse stock split of
outstanding voting securities, or consummation of any such transaction if stockholder approval is
not obtained, other than any such transaction that would result in at least 75% of the total voting
power represented by the voting securities of the surviving entity outstanding immediately after
such transaction being beneficially owned by the holders of outstanding voting securities of the
Company immediately prior to the transaction, with the voting power of each such continuing holder
relative to other such continuing holders not substantially altered in the transaction;



               (v) Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition by the Company of
all or a substantial portion of the Company’s assets to another person, which is not a wholly owned
subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or



               (vi) Stockholdings. Any “person” (as that term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under that act), directly or indirectly of more
than twenty percent (20%) of the total voting power represented by the Company’s then outstanding
voting Securities.



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     2. Employment and Duties.



          (a) Employment. The Company hereby agrees to continue Executive in its employ, and the
Executive hereby agrees to remain in the employ of the Company, for the period commencing on the
Effective Date and ending on the first anniversary of the Effective Date (the “Employment Period”);
provided, however, that the Employment Period shall extend automatically for an additional day at
the end of each day during the Employment Period on the same terms and conditions contained herein
as in effect as of the time of each extension, without taking into account any modifications that
are not agreed to by Executive, so that the Employment Period is always one (1) year until
termination as provided herein. Executive agrees to devote Executive’s best efforts and, subject
to paragraph 2(d) hereof, substantially all of Executive’s business time and attention to promote
and further the business of the Company.




          (b) Position and Duties. During the Employment Period, Executive’s position (including
status, offices, titles, and reporting requirements), authority, duties, and responsibilities shall
be at least commensurate in all material respects with the most significant of those held,
exercised, and assigned at any time during the 180-day period immediately preceding the Effective
Date.




          (c) Policies. Executive shall faithfully adhere to, execute, and fulfill all lawful policies
established by the Company.




          (d) Other Activities. Executive shall not, during the Employment Period, be engaged in any
other business activity pursued for gain, profit, or other pecuniary advantage if such activity
interferes in any material respect with Executive’s duties and responsibilities hereunder. The
foregoing limitations shall not be construed as prohibiting Executive from (i) making personal
investments in such form or manner as will neither require Executive’s services in the operation or
affairs of the companies or enterprises in which such investments are made nor subject Executive to
any conflict of interest with respect to Executive’s duties to the Company; (ii) serving on any
civic or charitable boards or committees; (iii) delivering lectures or fulfilling speaking
engagements; or (iii) serving, with the written approval of the Board, as a director of one or more
public corporations, in each case so long as any such activities do not significantly interfere
with the performance of Executive’s responsibilities under this Agreement.




          (e) Place of Performance. Executive shall not be required by the Company or by the
performance of Executive’s duties under this Agreement either to perform Executive’s principal
duties at a work location more than fifty (50) miles from the Company’s current principal executive
offices.




     3. Compensation. For all services rendered by Executive, the Company shall compensate
Executive as follows:



          (a) Base Salary. During the Employment Period, Executive shall receive a base salary (“Base
Salary”) at a monthly rate at least equal to the monthly base salary paid or payable to Executive
by the Company on the Effective Date. During the Employment Period, the Base Salary shall be
reviewed at least annually and shall be increased at any time and




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from time to time as shall be
substantially consistent with increases in base salary awarded in the ordinary course of business
to other key executives of the Company and its subsidiaries. Any increase in Base Salary shall not
serve to limit or reduce any other obligation to Executive under this Agreement. Base Salary shall
not be reduced after any such increase.




          (b) Annual Bonus. In addition to Base Salary, Executive shall be eligible to receive a bonus
or other incentive compensation as may be determined by the Board or a committee of the Board based
upon such factors as the Board or such committee, in its sole discretion, may deem relevant,
including, without limitation, the performance of Executive and the Company; provided, however,
that the Board or a committee of the Board shall establish for each fiscal year of the Company
either (i) a bonus program in which Executive shall be entitled to participate, which provides
Executive with a reasonable opportunity, based on the past compensation practices of the Company
and Executive’s then base salary, to maintain or increase Executive’s total compensation compared
to the previous fiscal year or (ii) a targeted bonus based on such factors as the Board may
determine (the “Targeted Bonus”). Notwithstanding the foregoing, Executive shall be awarded, for
each fiscal year during the Employment Period, an annual bonus (an “Annual Bonus”) either pursuant
to any then-established incentive compensation plan(s) of the Company or otherwise, in cash at
least equal to the highest bonus payable to Executive by the Company and its subsidiaries in
respect of any of the two fiscal years immediately preceding the fiscal year in which the Effective
Date occurs. Nothing in this Agreement shall require the payment of an Annual Bonus prior to the
Effective Date.




          (c) Incentive, Savings, and Retirement Plans. In addition to Base Salary and Annual Bonus
payable as above provided, Executive shall be entitled to participate during the Employment Period
in all incentive, savings, and retirement plans, practices, policies and programs applicable to
other key executives of the Company (including its successors or assigns) and its affiliates, in
each case comparable to those in effect on the Effective Date or as subsequently amended. Such
plans, practices, policies, and programs, in the aggregate, shall provide Executive with
compensation, benefits, and reward opportunities at least as favorable as the most favorable of
such compensation, benefits and reward opportunities provided by the Company for Executive under
such plans, practices, policies, and programs as in effect at any time during the 180-day period
immediately preceding the Effective Date or, if more favorable to Executive, as provided at any
time thereafter with respect to other key executives.




          (d) Welfare Benefit Plans. During the Employment Period, Executive and/or Executive’s family
who are qualified to participate, as the case may be, shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices, policies, and programs provided
by the Company and its subsidiaries (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death, and travel accident
insurance plans and programs), at least as favorable as the most favorable of such plans,
practices, policies, and programs in effect at any time during the 180-day period immediately
preceding the Effective Date or, if more favorable to Executive and/or Executive’s family, as in
effect at any time thereafter with respect to other key executives.




          (e) Expenses. During the Employment Period, Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by Executive in connection with the business of
the Company in accordance with the most favorable policies,




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practices, and procedures of the
Company and its subsidiaries in effect at any time during the 180-day period immediately preceding
the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with
respect to other key executives.




          (f) Office and Support Staff. During the Employment Period, Executive shall be entitled to an
office or offices of a size and with furnishings and other appointments, and to secretarial and
other assistance, at least equal to the most favorable of the foregoing provided to Executive by
the Company and its subsidiaries at any time during the 180-day period immediately preceding the
Effective Date or, if more favorable to Executive, as provided at any time thereafter with respect
to other key executives of the Company and its subsidiaries.




          (g) Vacation. During the Employment Period, Executive shall be entitled to paid vacation in
accordance with the most favorable plans, policies, programs and practices of the Company and its
subsidiaries as in effect at any time during the 180-day period immediately preceding the Effective
Date or, if more favorable to Executive, as in effect at any time thereafter with respect to other
key executives of the Company and its subsidiaries.




     4. Non-Competition Agreement.



          (a) Non-Competition. Notwithstanding the provisions of California law, including, without
limitation, Bus. & Prof. Code Secs. 16600 et. seq. and 17200 et. sec., the parties agree that,
during Employment Period, and for a period for which severance payments are being made by the
Company to Executive in accordance with this Agreement, Executive shall not, directly or
indirectly, for himself or on behalf of or in conjunction with any other person:




               (i) Other Activities. Engage, as an officer, director, shareholder, owner, principal,
partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales
representative, in any Competitive Business within the Restricted Territory, provided that the
ownership of less than 3% of a company shall not be deemed a violation of this provision;



               (ii) Solicitation of Employees. Call upon any person who is, at that time, within the
Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial or
supervisory capacity for the purpose or with the intent of enticing such employee away from or out
of the employ of the Company or any of its subsidiaries;



               (iii) Solicitation of Customers. Call upon any person who is, at that time, or who has been,
within one (1) year prior to that time, a customer of the Company or any of its subsidiaries,
within the Restricted Territory for the purpose of soliciting or selling products or services in
direct competition with the Company or any of its subsidiaries within the Restricted Territory;



               (iv) Solicitation of Acquisition Candidates. Call upon any prospective acquisition candidate,
on Executive’s own behalf or on behalf of any person, which
candidate was, to Executive’s knowledge after due inquiry, either called upon by the Company,
or for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.



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          (b) Certain Definitions. As used in this Agreement, the following terms shall have the
meanings ascribed to them:




               (i) Competitive Business shall mean any person that engages in a business the same as, similar
to, or in direct competition with the Business;



               (ii) Person shall mean any individual, corporation, limited liability company, partnership,
firm, or other business of whatever nature;



               (iii) Restricted Territory shall mean any jurisdiction in which the Company or any subsidiary
of the Company maintains any facilities, sells any products, or provides any services; and



               (iv) Subsidiary shall mean the Company’s consolidated subsidiaries, including corporations,
partnerships, limited liability companies, and any other business organization in which the Company
holds at least a fifty percent (50%) equity interest.



          (c) Enforcement. Because of the difficulty of measuring economic losses to the Company as a
result of a breach of the foregoing covenants in this paragraph 4, and because of the immediate and
irreparable damage that could be caused to the Company for which it would have no other adequate
remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event
of breach by Executive, by injunctions and restraining orders.




          (d) Reasonable Restraint. In agreeing to the period of non-competition as set forth herein,
Executive acknowledges that he has had the opportunity to speak with counsel of his choice in
connection with the force and effect of this waiver, and that he is aware that he is waiving rights
under California law to contest the imposition of a non-competition agreement. In agreeing to be
bound hereby, Executive is accepting the consideration extended to him in exchange for a knowing
waiver of his rights, and as full and complete consideration for this waiver, and acknowledges the
adequacy of such consideration. Both parties agree that Executive’s agreement to this term
constitutes a substantial and material term to the Company, without which the Company would not
enter into this Agreement or extend this offer of employment to Executive. Executive agrees that
the Company may seek and secure an injunction against Executive in order to enforce the terms
hereof in the event that Executive breaches this provision. Executive acknowledges that the scope
of the non-competition clause is reasonable in scope and will not preclude him from seeking gainful
employment in alternative fields. To the extent that any court of competent jurisdiction
determines that the non-competition provisions are unreasonable, it is the intent of the parties to
enforce the terms hereof to the full extent held reasonable.




          (e) Separate Covenants. The covenants in this paragraph 4 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any other covenant.
Moreover, in the event any court of competent jurisdiction
shall determine that the scope, time, or territorial restrictions set forth are unreasonable,
then it is the intention of the parties that such restrictions be enforced to the fullest extent
that the court deems reasonable, and the Agreement shall thereby be reformed.




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          (f) Independent Agreement. Except as otherwise provided herein, all of the covenants in this
paragraph 4 shall be construed as an agreement independent of any other provision in this
Agreement, and the existence of any claim or cause of action of Executive against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of such covenants. It is specifically agreed that the period following
termination of employment stated at the beginning of this paragraph 4, during which the agreements
and covenants of Executive made in this paragraph 4 shall be effective, shall be computed by
excluding from such computation any time during which Executive is in violation of any provision of
this paragraph 4.




     5. Term; Termination; Rights on Termination.



          (a) Term. The term of Executive’s employment under this Agreement shall be the Employment
Period as defined above.




          (b) Termination. Executive’s employment under this Agreement may be terminated in any one of
the followings ways:




               (i) Death of Executive. The employment of Executive shall terminate immediately upon
Executive’s death provided that the Company shall, for a period of twelve (12) months following
such death, pay to the estate of Executive an amount equal to Executive’s base salary and continue
the welfare benefit programs contemplated by paragraph 3(d), including paying all premiums for
coverage for Executive’s dependent family members under all health, hospitalization, disability,
dental, life, and other insurance plans that the Company maintained at the time of Executive’s
death.



               (ii) Disability of Executive. If, as a result of incapacity due to physical or mental illness
or injury, Executive shall have been absent from Executive’s full-time duties hereunder for six (6)
consecutive months, then thirty (30) days after giving written notice to Executive (which notice
may occur before or after the end of such six (6) month period, but which shall not be effective
earlier than the last day of such six (6) month period), the Company may terminate Executive’s
employment provided Executive is unable to resume Executive’s full-time duties at the conclusion of
such notice period. Also, Executive may terminate Executive’s employment if Executive’s health
should become impaired to an extent that makes the continued performance of Executive’s duties
hereunder hazardous to Executive’s physical or mental health or Executive’s life, provided that
Executive shall have furnished the Company with a written statement from a qualified doctor to such
effect and provided, further, that, at the Company’s request made within ten (10) days of the date
of such written statement, Executive shall submit to an examination by a doctor selected by the
Company who is reasonably acceptable to Executive or Executive’s doctor and such doctor shall have
concurred in the conclusion of Executive’s doctor. In the event Executive’s employment under this
Agreement is terminated as a result of Executive’s disability, Executive shall receive from the
Company, in a lump-sum payment due within ten (10) days of the effective date of such termination,
an amount equal to
the greater of (1) the average of the base salary and bonus paid to Executive for the two (2)
prior full fiscal years prior to such termination or (2) Executive’s base salary and Targeted Bonus
for the fiscal year during which such termination occurs. The disability benefits provided for in
this Agreement are independent of any disability insurance benefits that Executive receives.



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               (iii) Termination by the Company for Good Cause. The Company may terminate Executive’s
employment upon ten (10) days prior written notice to Executive for “Good Cause,” which shall mean
any one or more of the following: (A) Executive’s willful, material, and irreparable breach of this
Agreement; (B) Executive’s gross negligence in the performance or intentional nonperformance
(continuing for thirty (30) days after receipt of written notice of need to cure) of any of
Executive’s material duties and responsibilities hereunder; (C) Executive’s willful dishonesty,
fraud, or misconduct with respect to the business or affairs of the Company, which materially and
adversely affects the operations or reputation of the Company; (D) Executive’s indictment for,
conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or
not relating to the Company; or (E) a confirmed positive illegal drug test result. In the event of
a termination by the Company for Good Cause, Executive shall have no right to any severance
compensation.



               (iv) Termination by the Company Without Good Cause or by Executive with Good Reason. The
Company may terminate Executive’s employment without Good Cause during the Employment Period upon
the approval of a majority of the members of the Board, excluding Executive if Executive is a
member of the Board. Executive may terminate Executive’s employment under this Agreement for Good
Reason upon ten (10) days prior notice to the Company.



                    (A) Result of Termination by the Company without Good Cause or by Executive with Good Reason.
Should the Company terminate Executive’s employment without Good Cause or should Executive
terminate Executive’s employment with Good Reason during the Employment Period, the Company shall
pay to Executive for one (1) year after such termination, on such dates as would otherwise be paid
by the Company, a pro rata amount based on the greater of (1) the average of the base salary and
bonus paid to Executive for the two (2) prior full fiscal years prior to such termination or (2)
Executive’s base salary and Targeted Bonus for the fiscal year during which such termination
occurs. Further, if the Company terminates Executive’s employment without Good Cause or Executive
terminates Executive’s employment with Good Reason, (1) the Company shall continue the insurance
coverage as specified in paragraph 3(d) or provide comparable coverage by way of making the family
medical insurance premium payments contemplated by COBRA or otherwise, in any case for a period of
one (1) year after such termination; (2) the Company shall maintain life insurance coverage,
comparable to that provided immediately prior to termination, for a period of one (1) year
thereafter with the beneficiary designated by Executive; and (3) Executive shall be entitled to
receive all other accrued but unpaid benefits relating to vacations and other executive perquisites
as provided in paragraphs 3(d) and 3(g) through Executive’s last day of employment.



                    (B) Definition of Good Reason. Executive shall have “Good Reason” to terminate Executive’s
employment upon the occurrence of any of the following events without Executive’s prior written
approval: (1) Executive is demoted by means of a reduction in authority, responsibilities, or
duties as provided herein; (2) Executive’s annual
base salary for a fiscal year as determined pursuant to paragraph 3(a) is reduced or
Executive’s Targeted Bonus is reduced other than as contemplated by paragraph 3(b); (3) Executive
is required to render his or her primary employment services from a location more than 50 miles
from the Company’s headquarters at the time Executive began his or her employment with the Company;
(4) the Company breaches a material provision of this Agreement; or (5) the



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Company fails to obtain
the assumption of this Agreement by any successor or assign of the Company or its principal
business activities. For purposes of this Section 5(b)(iv)(B), any good faith determination of
“Good Reason” made by the Executive shall be conclusive. Anything in this Agreement to the
contrary notwithstanding, a termination by the Executive for any reason during the 30-day period
immediately following the first anniversary of the Effective Date shall be deemed to be a
termination for Good Reason for all purposes of this Agreement.




               (v) Resignation by Executive Without Good Reason. Executive may, without cause, and
without Good Reason terminate Executive’s own employment under this Agreement, effective thirty
(30) days after written notice is provided to the Company or such earlier time as any such
resignation may be accepted by the Company. If Executive resigns or otherwise terminates
Executive’s employment without Good Reason, Executive shall receive no severance compensation.



               (vi) Change in Control of the Company.



                    (A) Effective Date of Change in Control. For purposes of applying paragraph 5 hereof, the
effective date of Change in Control will be the closing date of the transaction giving rise to the
Change in Control and all compensation, reimbursements, and lump-sum payments due Executive must be
paid in full by the Company promptly following Executive’s election to terminate Executive’s
employment following such Change in Control.



                    (B) Effect on Stock Options. In the event of a Change of Control, fifty percent (50%) of all
unvested stock options held by Executive shall vest on the Effective Date and the balance of such
unvested options shall vest as of the day immediately preceding any termination of Executive’s
employment by the Company without Good Cause or by Executive for Good Reason provided that any
options granted prior to the date hereof that included specific provisions regarding accelerated
vesting shall be unchanged. In addition, any vested stock options (including those vested as a
result of this paragraph) held by Executive shall be exercisable during the full term of the stock
options in the event of a Change of Control.



          (c) Payments to Termination Date. Upon termination of Executive’s employment under this
Agreement for any reason provided above, Executive shall be entitled to receive all compensation
earned and all benefits and reimbursements due through the effective date of termination.
Additional compensation subsequent to termination, if any, will be due and payable to Executive
only to the extent and in the manner expressly provided above. All other rights and obligations of
the Company and Executive under this Agreement shall cease as of the effective date of termination,
except that the Company’s obligations under paragraph 9 (relating to indemnification of Executive)
and Executive’s obligations under paragraph 4 (relating to non-competition and non-solicitation, as
applicable), paragraph 6 (relating to return of Company property), paragraph 7 (relating to
inventions), paragraph 8 (relating to trade secrets), and
paragraph 10 (relating to prior agreements) shall survive such termination in accordance with
their terms.




          (d) Failure to Pay Executive. If termination of Executive’s employment arises out of the
Company’s failure to pay Executive on a timely basis the amounts




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to which Executive is entitled
under this Agreement or as a result of any other breach of this Agreement by the Company, as
determined by a court of competent jurisdiction or pursuant to the provisions of paragraph 15, the
Company shall pay all amounts and damages to which Executive may be entitled as a result of such
breach, including interest thereon and all reasonable legal fees and expenses and other costs
incurred by Executive to enforce Executive’s rights hereunder. Further, none of the provisions of
paragraph 4 (relating to non-competition) shall apply in the event Executive’s employment under
this Agreement is terminated as a result of a breach by the Company.




     6. Return of Company Property. All records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, and other property delivered to or compiled by Executive by
or on behalf of the Company (or its subsidiaries) or its representatives, vendors, or customers
that pertain to the business of the Company (or its subsidiaries) shall be and remain the property
of the Company and be subject at all times to its discretion and control. Likewise, all
correspondence, reports, records, charts, advertising materials, and other similar data pertaining
to the business, activities, or future plans of the Company (or its subsidiaries) that is collected
by Executive shall be delivered promptly to the Company without request by it upon termination of
Executive’s employment.



     7. Inventions. Executive shall disclose promptly to the Company any and all significant
conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or
not, which are conceived or made by Executive, solely or jointly with another, during the period of
employment, and which are directly related to the business or activities of the Company (or its
subsidiaries), and which Executive conceives as a result of Executive’s employment by the Company.
Executive hereby assigns and agrees to assign all Executive’s interests therein to the Company or
its nominee. Whenever requested to do so by the Company, Executive shall execute any and all
applications, assignments, and other instruments that the Company shall deem necessary to apply for
and obtain Letters Patent of the United States or any foreign country or to otherwise protect the
Company’s interest therein.



     8. Trade Secrets. Executive agrees that Executive will not, during or after the period of
employment under this Agreement, disclose the specific terms of the Company’s relationships or
agreements with its respective significant vendors or customers, or any other significant and
material trade secret of the Company, whether in existence or proposed, to any person, firm,
partnership, corporation, or business for any reason or purpose whatsoever.



     9. Indemnification. In the event Executive is made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by the Company against Executive), by reason of the fact that Executive is or
was performing services under this Agreement, then the Company shall indemnify Executive against
all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, as
actually and reasonably incurred by Executive in
connection therewith to the maximum extent permitted by applicable law. The advancement of
expenses shall be mandatory. In the event that both Executive and the Company are made a party to
the same third-party action, complaint, suit, or proceeding, the Company agrees to engage competent
legal representation, and Executive agrees to use the same representation, provided that if counsel
selected by the Company shall have a conflict of interest that prevents



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such counsel from
representing Executive, Executive may engage separate counsel and the Company shall pay all
attorneys’ fees of such separate counsel. Further, while Executive is expected at all times to use
Executive’s best efforts to faithfully discharge Executive’s duties under this Agreement, Executive
cannot be held liable to the Company for errors or omissions made in good faith if Executive has
not exhibited gross, willful, and wanton negligence and misconduct or performed criminal and
fraudulent acts that materially damage the business of the Company. Notwithstanding this paragraph
9, the provision of any written indemnification agreement applicable to the directors and officers
of the Company to which Executive shall be a party shall apply rather than this paragraph 9 to the
extent inconsistent with this paragraph 9. Without limiting the foregoing, the Company shall
continue to maintain coverage for Executive under any directors’ and officers’ liability insurance
policies for a period of six (6) years following any termination of Executive’s employment by the
Company without Good Cause or by Executive with Good Reason.




     10. No Prior Agreements. Executive hereby represents and warrants to the Company that the
execution of this Agreement by Executive and Executive’s employment by the Company and the
performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a
former employer, client, or any other person or entity. Further, Executive agrees to indemnify the
Company for any claim, including, but not limited to, attorneys’ fees and expenses of
investigation, by any such third party that such third party may now have or may hereafter come to
have against the Company based upon or arising out of any non-competition, invention, or secrecy
agreement between Executive and such third party that was in existence as of the date of this
Agreement.



     11. Assignment; Binding Effect. Executive understands that Executive is being employed by the
Company on the basis of Executive’s personal qualifications, experience, and skills. Executive
agrees, therefore, Executive cannot assign all or any portion of Executive’s performance under this
Agreement. Subject to the preceding two (2) sentences and the express provisions of paragraph 12
below, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto and their respective heirs, legal representatives, successors, and assigns.



     12. Complete Agreement. This Agreement is not a promise of future employment. Except as
specifically provided herein, Executive has no oral representations, understandings, or agreements
with the Company or any of its officers, directors, or representatives covering the same subject
matter as this Agreement. This written Agreement is the final, complete, and exclusive statement
and expression of the agreement between the Company and Executive and of all the terms of this
Agreement, and it cannot be varied, contradicted, or supplemented by evidence of any prior or
contemporaneous oral or written agreements. This written Agreement may not be later modified
except by a further writing signed by a duly authorized officer of the Company and Executive, and
no term of this Agreement may be waived except by writing signed by the party waiving the benefit
of such
term. This Agreement hereby supersedes any other employment agreements or understandings,
written or oral, between the Company and Executive.



     13. Notice. Whenever any notice is required hereunder, it shall be given in writing addressed
as follows:



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	To the Company:

	 	3120 Scott Blvd

Santa Clara, California 95054

Attention: CEO
	 
	 	 
	To Executive:

	 	3120 Scott Blvd

Santa Clara, California 95054
	 
	 	 
	In either case with a

	 	Greenberg Traurig, LLP
	copy to:

	 	2375 East Camelback Road
	 

	 	Suite 700
	 

	 	Phoenix, Arizona 85016
	 

	 	Attention: Robert S. Kant, Esq.






     Notice shall be deemed given and effective on the earlier of three (3) days after the deposit
in the U.S. mail of a writing addressed as above and sent first class mail, certified, return
receipt requested, or when actually received. Either party may change the address for notice by
notifying the other party of such change in accordance with this paragraph 13.



     14. Severability; Headings. If any portion of this Agreement is held invalid or inoperative,
the other portions of this Agreement shall be deemed valid and operative and, so far as is
reasonable and possible, effect shall be given to the intent manifested by the portion held invalid
or inoperative. The paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define or limit the extent or intent of the Agreement or of any
part hereof.



     15. Mediation Arbitration. All disputes arising out of this Agreement shall be resolved as
set forth in this paragraph 15. If any party hereto desires to make any claim arising out of this
Agreement (“Claimant”), then such party shall first deliver to the other party (“Respondent”)
written notice (“Claim Notice”) of Claimant’s intent to make such claim explaining Claimant’s
reasons for such claim in sufficient detail for Respondent to respond. Respondent shall have ten
(10) business days from the date the Claim Notice was given to Respondent to object in writing to
the claim (“Notice of Objection”), or otherwise cure any breach hereof alleged in the Claim Notice.
Any Notice of Objection shall specify with particularity the reasons for such objection.
Following receipt of the Notice of Objection, if any, Claimant and Respondent shall immediately
seek to resolve by good faith negotiations the dispute alleged in the Claim Notice, and may at the
request of either party, utilize the services of an independent mediator. If Claimant and
Respondent are unable to resolve the dispute in writing within ten (10) business days from the date
negotiations began, then without the necessity of further agreement of Claimant or Respondent, the
dispute set forth in the Claim Notice shall be submitted to binding arbitration (except for claims
arising out of paragraphs 3 or 7 hereof), initiated by either Claimant or Respondent pursuant to
this paragraph. Such arbitration
shall be conducted before a panel of three (3) arbitrators in San Jose, California, in
accordance with the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (“AAA”) then in effect provided that the parties may agree to use
arbitrators other than those provided by the AAA. The arbitrators shall not have the authority to
add to, detract from, or modify any provision hereof. The arbitrators shall have the authority to
order all remedies otherwise available in a civil court, including, without limitation, back-pay,
severance



12









 




compensation, vesting of options (or cash compensation in lieu of vesting of options),
reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in
the event the arbitrators determine that Executive was terminated without Good Cause, as defined
herein, or that the Company has otherwise materially breached this Agreement. A decision by a
majority of the arbitration panel shall be final and binding. The arbitration shall be conducted
consistent with all applicable law, and the arbitration award shall be in writing, in a form
capable of review if required by applicable law. Judgment may be entered on the arbitrators’ award
in any court having jurisdiction. The direct expense of any mediation or arbitration proceeding
and, to the extent Executive prevails, all reasonable legal fees shall be borne by the Company.




     16. No Participation in Severance Plans. Except as contemplated by this Agreement, Executive
acknowledges and agrees that the compensation and other benefits set forth in this Agreement are
and shall be in lieu of any compensation or other benefits that may otherwise be payable to or on
behalf of Executive pursuant to the terms of any severance pay arrangement of the Company or any
affiliate thereof, or any other similar arrangement of the Company or any affiliates thereof
providing for benefits upon involuntary termination of employment.



     17. Governing Law. This Agreement shall in all respects be construed according to the laws of
the state of California, notwithstanding the conflict of laws provisions of such state.



     18. Counterparts; Facsimile. This Agreement may be executed by facsimile and in two (2) or
more counterparts, each of which shall be deemed an original and all of which together shall
constitute but one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	SYNAPTICS INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Francis Lee	 	 
	 

	 	Name:
	 	Francis Lee	 	 
	 

	 	Title:
	 	President and CEO	 	 






	 	 	 	 	 
	 

	 	EXECUTIVE:	 	 
	 
	 	 	 	 
	 

	 	/s/ Tom Tiernan
 

Tom Tiernan
	 	 







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