nex1022.htm


    Exhibit 10.22

     

    NELOGIC LETTERHEAD

    


    July 30,
2009

    


    Behrooz
Abdi

    [address]
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.

     

    


    
      	
              Dated:  11/1/2009

            	
              /s/
      Berhooz Abdi

            


    

    Behrooz Abdi

    


    


    


    

      

    

      
      1 The
“Applicable Closing Price” means the average closing price of a share of
NetLogic Common Stock reported on the Nasdaq Global Market Select market for the
20-day trading period in which the last day will be the 3rd
trading day prior to the Merger Closing date, provided that if such average
price is greater than $34.90, the Applicable Closing Price shall mean $34.90 and
that if such average price is less than $26.97, the Applicable Closing Price
shall mean $26.97.