exv10w19



 







Exhibit 10.19




CIRRUS LOGIC, INC.




EMPLOYMENT AGREEMENT




     This Agreement is entered into effective as of May 25, 2006, (the “Effective Date”) by
and between Cirrus Logic, Inc., a Delaware corporation (the “Company”), and Gregory Scott Thomas
(the “Employee”).



     WHEREAS, the Company desires to employ the Employee on a full-time basis in the capacity of
Vice President, General Counsel of the Company, and the Employee desires to accept such employment;
and



     WHEREAS, the parties desire and agree to enter into an employment relationship by means of
this Agreement;



     NOW THEREFORE in consideration of the promises and mutual covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed by and among the parties as follows:




	 	1.	 	Position and Duties. The Employee shall be employed as the Vice
President, General Counsel of the Company, reporting to the Company’s Chief Executive
Officer and assuming and discharging such responsibilities as are commensurate with the
Employee’s position. In performing his basic duties, the Employee shall work at the
Company’s principal business office located in Austin, Texas. The Employee
acknowledges that travel may be necessary in carrying out his duties hereunder. The
Employee shall perform his duties faithfully and to the best of his ability and shall
devote his full business time and effort to the performance of his duties hereunder.
	 
	 	2.	 	Compensation.






	 	(a)	 	Base Salary.  For all services to be rendered by the
Employee to the Company while this Agreement is in effect, the Employee shall
receive an annual base salary no less than $265,632.00 (the “Base Salary”),
payable bi-weekly in accordance with the Company’s normal payroll practices.
	 
	 	(b)	 	Executive Variable Compensation Program. The Employee
shall be eligible to participate in the Company’s Executive Variable
Compensation Program (“VCP”). The Employee’s target payout under the VCP shall
be seventy-five percent (75%) of his Base Salary.






	 	3.	 	Other Benefits. The Employee and his legal dependents shall be
entitled to participate in the employee benefit plans and programs of the Company, if
any, to the extent that his position, tenure, salary, age, health and other
qualifications make the Employee and his legal dependents eligible to participate in
such plans or programs, subject to the rules and regulations applicable thereto. The
Company reserves the right to cancel or change the benefit plans and programs it offers
to its employees at any time. Employee will be eligible for vacation and sick leave in
accordance with the policies in effect during the Term of this Agreement and will
receive such other benefits as the Company generally provides to its other employee of
comparable position and experience.




 









 












	 	4.	 	Expenses. The Company shall reimburse the Employee for reasonable
travel, entertainment or other expenses incurred by the Employee in the furtherance of
or in connection with the performance of the Employee’s duties hereunder, in accordance
with the Company’s expense reimbursement policy as in effect from time to time.
	 
	 	5.	 	Term and Termination.
	 
	 	 	 	a. Term. The initial term of this Agreement (“Term”) shall be for two (2) years from
the date hereof and shall automatically renew for successive fixed terms of one (1) year
each, unless either party notifies the other of its decision not to renew this Agreement
at least ninety (90) days prior to the commencement of the initial or any successive
renewal term, as the case may be.
	 
	 	 	 	b. Termination Other than for Cause on Change of Control. In the event (i) the Company
terminates the Employee’s employment other than for Cause within one (1) year following
a Change of Control, (ii) any successor to the Company fails or refuses to assume this
Agreement in accordance with Section 6 below, or (iii) Employee terminates his
employment for Good Reason within one (1) year following a Change of Control, the
Employee shall be entitled to receive (a) a single, lump-sum severance payment equal to
the Employee’s then current annual base salary, (b) health benefit continuation up to a
maximum of eighteen (18) months or until Employee accepts other employment, (c)
accelerated vesting of fifty percent (50%) of Employee’s unvested options to purchase
the Company’s common stock, regardless of employment elsewhere, and (d) an extended
exercise period of twelve (12) months from the date of termination to exercise his stock
options, regardless of employment elsewhere. In order to receive the benefits set forth
in this Section 5, Employee is required to sign the Company’s general release of claims
applicable to all employees.
	 
	 	 	 	For purposes of this Agreement only, a “Change in Control” of the Company will be deemed
to occur when the Company’s stockholders approve a transaction (e.g., an acquisition,
merger or consolidation) the result of which is that the voting securities of the
Company immediately prior to such a transaction represent less than 80% of the combined
voting power of the resulting entity, or the liquidation/dissolution/sale of all or
substantially all of the assets or business of the Company.
	 
	 	 	 	For purposes of this Agreement only, “Good Reason” shall mean any act of the Company
that materially and adversely diminishes the Employee’s duties or responsibilities,
provided that in the event of any such act that the Employee shall notify the Company in
writing of such act and the Company shall have thirty (30) days to remedy such act from
its receipt of such notice.
	 
	 	 	 	For purposes of this Agreement only, the term “Cause” shall mean (i) gross negligence or
willful misconduct in the performance of duties to the Company after one written warning
detailing the concerns and offering the Employee opportunities to cure; (ii) material
and willful violation of any federal or state law; (iii) commission of any act of fraud
with respect to the Company; (iv) conviction of a felony or any crime causing material
harm to the standing and reputation of the Company; or (v) intentional and improper
disclosure of the Company’s confidential or proprietary information. For purposes of
this Agreement, the determination of Cause shall be determined by the Board in its sole
and absolute discretion.
	 
	 	 	 	c. Termination by Reason of Death or Disability. In the event of Employee’s death
during the Term of this Agreement, the Company shall pay the Employee’s estate all
salary,




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	 	 	 	bonuses and unpaid vacation accrued as of the date of Employee’s death and any other
benefits payable under the Company’s then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of death and in accordance
with applicable law. In the event that, during the Term of this Agreement, Employee is
unable to perform his job due to death or disability (as determined under the Company’s
long-term disability insurance program) for six (6) months in any twelve (12)-month
period, the Company may, at its option, terminate the Employee’s employment with the
Company, pursuant to this Section 5, and such termination shall entitle the Employee to
all salary, bonuses and unpaid vacation accrued as of the date of such termination and
any other benefits payable under the Company’s then existing benefit plans and policies
in accordance with such plans and policies in effect on the date of such termination and
in accordance with applicable law.






	 	6.	 	Successors.






	 	(a)	 	Company’s Successors. Any successor to the Company (whether
direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company’s business
and/or assets shall assume the obligations under this Agreement and agree expressly
to perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the absence
of a succession. For all purposes under the Agreement, the term “Company” shall
include any successor to the Company’s business and/or assets that executes and
delivers the assumption agreement described in this subsection (a) or which becomes
bound by the terms of this Agreement by operation of law.
	 
	 	(b)	 	Employee’s Successors. Without the written consent of the
Company, the Employee shall not assign or transfer this Agreement or any right or
obligation under this Agreement to any other person or entity. Notwithstanding the
foregoing, the terms of this Agreement and all rights of the Employee hereunder
shall inure to the benefit of, and be enforceable by, the Employee’s personal or
legal representatives, executors, administrators, successors, heirs distributees,
devisees and legatees.






	 	7.	 	Notice Clause.






	 	(a)	 	Manner. Any notice hereby required or permitted to be given
shall be sufficiently given if in writing and upon mailing by registered or
certified mail, postage prepaid, or sent by a reputable overnight delivery service,
or delivered personally, to either party at the address of such party or such other
address as shall have been designated by written notice by such party to other
party.
	 
	 	(b)	 	Effectiveness. Any notice of other communication required or
permitted to be given under this Agreement will be deemed given on the day when
delivered in person, or the third business day after the day on which such notice
was mailed in accordance with Section 7(a).






	 	8.	 	Governing Law. This Agreement shall be governed by and construed in
accordance with the internal substantive laws, but not the choice of law rules, of the
State of Texas.




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	 	9.	 	Severability. The invalidity or unenforceability of any provision of
this Agreement, or any terms hereof, shall not affect the validity or enforceability of
any other provision or term of this Agreement.
	 
	 	10.	 	 Integration. Except as otherwise expressly provided other wise
herein, this Agreement represents the entire agreement and understanding between the
parties as to the subject matter herein and supersedes all prior or contemporaneous
agreements, whether written or oral. No waiver, alteration, or modification of any of
the provisions of this Agreement shall be binding unless in writing and signed by duly
authorized representatives of the parties hereto.
	 
	 	11.	 	Taxes. All payments made pursuant to this Agreement shall be
subject to withholding of applicable income and employment taxes.
	 
	 	12.	 	Arbitration. Except for proceedings seeking injunctive relief,
including, without limitation, allegations of misappropriation of trade secrets,
copyright or patent infringements, or breach of any anti-competition provisions of the
Agreement, any controversy or claim arising out of or in relation to this Agreement, or
the breach thereof, shall be settled by arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association (“AAA”), and judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Arbitration of this Agreement shall include all claims, regardless of whether
the dispute arises during the Term of the Agreement, at the time of termination or
thereafter. Either party may initiate the arbitration proceedings, for which the
provision is herein made, by notifying the opposing party, in writing, of its demand to
arbitrate. In any such arbitration there shall be appointed one arbitrator who shall
be selected in accordance with the AAA Commercial Arbitration Rules. The place of
arbitration shall be Austin, Texas. The parties agree that the award of the arbitrator
shall be the sole and exclusive remedy between them regarding any claims,
counterclaims, issues or accountings presented or plead to the arbitrator; that the
arbitrator shall be the final judge of both law and fact in arbitration of disputes
arising out of or relating to this Agreement, including the interpretation of the terms
of this Agreement. The parties further agree it shall be the sole and exclusive duty
of the arbitrator to determine the arbitrability of issues in dispute and that neither
party shall have recourse to the court of such a determination.




IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by a duly authorized officer, as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	CIRRUS LOGIC, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	David D. French	 	 
	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Chief Executive Officer	 	 
	 

	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Gregory S. Thomas	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Gregory S. Thomas
	 	 
	 	 	   	 	 






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