acacia_10k-ex1020.htm


    Exhibit
10.20

     

     

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (the "Agreement"), dated and effective as of April 12,
2004, is entered into by and between Acacia Media Technologies Corporation, a
Delaware corporation ("Acacia"), and Edward Treska, ("You"), on the following
terms and conditions.

     

    BACKGROUND

     

    Acacia
and You desire to enter into this Agreement, subject to the terms and conditions
as set forth below.

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants set forth
herein, Acacia and You, intending to be legally bound, hereby agree as
follows:

     

    1.      Position and Responsibilities. You
shall be employed as Vice President of Licensing of Acacia, You agree that at
all times during your employment hereunder, You shall be subject to and comply
with Acacia's personnel policies including Acacia's Insider Trading Policy
(attached hereto as Exhibit A), Sexual Harassment Policy (attached hereto as
Exhibit B) and Employee Handbook, all as may be modified from time to time. You
shall devote your full working time and efforts to Acacia's business to the
exclusion of all other employment or active participation in other business
interests, unless otherwise consented to in writing by Acacia.

     

    2.       Employment Your employment
will be at-will, and may be terminated by Acacia or You upon thirty (30) days
notice to the other party for any reason. This at-will arrangement can not be
changed during your employment, unless agreed to in writing by an authorized
officer of Acacia.

     

    3.       Compensation. For all services
rendered by You pursuant to this Agreement, Acacia shall pay You, subject to
your adherence to all of the terms of this Agreement, and You shall accept as
full compensation hereunder, the following:

     

     3.1    
 Salary. An annual
salary (the "Salary") of One Hundred Sixty Five Thousand Dollars ($165,000). The
Salary shall be subject to all appropriate federal and state withholding taxes
and shall be payable bi-weekly, in accordance with the normal payroll procedures
of Acacia.

     

     3.2     
Options. We will propose
that the Board of Directors of Acacia Research Corporation grant You stock
options to purchase One Hundred and Fifteen Thousand (115,000) shares of Acacia
Research - Acacia Technologies Group common stock (Nasdaq: ACTG) pursuant to and
subject to the terms of the Acacia's then existing stock option plan. Such
options will have a ten (10) year term and vest over a thirty-six (36) month
period, with Thirty Eight Thousand Three Hundred and Thirty Four (38,334) shares
vesting twelve months after the grant date, and with the remainder vesting
monthly over the subsequent twenty four (24) month period. The exercise price of
the options shall be the closing price on the later of your first day of
employment and the date upon which the Board of Directors approves such
grant.

     

    
      3.3       Benefits and Perquisites. Acacia shall
make benefits available to You, including, but not limited to, vacation and
holidays, sick leave, health insurance, and the like, to the
extent and on the terms made available to other similarly situated employees of
Acacia. This provision does not alter Acacia's right to modify or eliminate any
employee benefit and does not guarantee the continuation of any kind or level of
benefits. All such benefits shall cease upon the termination of your employment
under this Agreement,

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.       Termination. The employment
relationship between You and Acacia created hereunder shall terminate upon the
occurrence of any one of the following events:

     

    4.1   
  Death or Permanent
Disability. Acacia may terminate this Agreement and any further
obligations to You if You die or, due to physical or mental disability, You are
either (a) unable to reasonably and effectively carry out your duties with
reasonable accommodations by Acacia or (b) unable to reasonably and effectively
carry out your duties because any reasonable accommodation which may be required
would cause Acacia undue hardship. In the event of a disagreement concerning
your perceived disability, You shall submit to such examinations as are deemed
appropriate by three practicing physicians specializing in the area of your
disability, one selected by You, one selected by Acacia, and one selected by
both such physicians. The majority decision of such three physicians shall be
final and binding on the parties.

     

    4.2       Termination for Cause.
Acacia may immediately terminate this Agreement and any further
obligations to You upon the occurrence of any of the following:

     

    (a)     You
fail or refuse to perform your duties hereunder, or breach any of your
obligations under this Agreement;

     

    (b)     You
commit any act which is likely to have the effect of injuring the reputation,
business or business relationship of Acacia;

     

    (c)      You
are convicted of or plead guilty or nolo contendre to any criminal
offense, or are charged with any felony; or

     

    (d)      You
embezzle or misuse any of Acacia's funds or assets or commit any act of fraud or
dishonesty with respect to any aspect of Acacia's business;

     

    5.       Compensation Upon
Termination;

     

    5.1     
Cause, Death or Disability.
Upon termination of your employment under this Agreement due to Cause,
death or disability, You shall be entitled only to payment of the Salary earned
by You before the effective date of termination.

     

    5.2     
Other Than Cause. Upon termination
of your employment under this Agreement other than for Cause, Death or
Disability, You shall be entitled only to (i) payment of the Salary earned by
you before the effective date of termination, as provided in Section 2 hereof;
(ii) any accrued and unused vacation pay earned as of the effective date of
termination; and (iii) any severance payments as provided by Acacia's then
current severance plan, if any.

     

    5.3    
 Remedy. Should
Acacia terminate your employment for Cause, and it is later determined that
Acacia did not have Cause for the termination, then Acacia's decision to
terminate You shall be deemed to have been made without Cause and Acacia shall
pay You the compensation as set forth in this Agreement, as your sole and
exclusive remedy.

    


     

    
      
        
        

      

      
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    6.      Confidentiality.

     

     6.1     
Confidential Information.
Acacia and You recognize that You will acquire certain confidential and
proprietary information relating to Acacia's business and the business of
Acacia's affiliates. Such confidential and proprietary information is
information that derives independent economic value, actual or potential, from
not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use, and is the subject of efforts that
are reasonable under the circumstances to maintain its secrecy ("Confidential
Information"). Confidential Information may include, without limitation, the
following: business plans, projections, planning and strategies, marketing
plans, materials, pricing, programs and related data, product information,
services, budgets, acquisition plans, the names or addresses of any employees,
independent contractors or customers, licensing strategy, statistical data,
financial information or arrangements, manuals, forms, techniques, know-how,
trade secrets, software, any method or procedure of Acacia's business, whether
developed by Acacia or developed, or contributed to, by You during the course of
your employment, or made available to You by Acacia or any of Acacia's
affiliates in the course of your employment, or any market development, research
or expansion projects, business systems and procedures and other confidential
business and proprietary information. Confidential Information may be contained
in written materials, verbal communications, the unwritten knowledge of
employees, or any other tangible medium, such as tape, computer, or other means
of electronic storage of information.

     

     6.2     
Obligation of Confidentiality. You
acknowledge and agree that (a) all of the Confidential Information constitutes
special, unique and valuable assets of Acacia and trade secrets, the disclosure
of which would cause irreparable harm and substantial loss to Acacia and/or its
affiliates. in view of the foregoing, You agree that at no time will You,
directly or indirectly, and whether during or after your employment with Acacia,
use, reveal, disclose or make known any Confidential Information without
specific written authorization from or written direction by Acacia. You further
agree that, immediately upon termination or expiration of your employment for
any reason whatsoever, or at any time upon request by Acacia, You will return to
Acacia all Confidential Information.

     

    7.    
Intellectual Property.
You agree that any and all discoveries, concepts, ideas, inventions,
writings, plans, articles, devices, products, designs, treatments, structures,
processes, methods, formulae, techniques and drawings, and improvements or
modifications related to the foregoing that are in any way related to Acacia's
audio and video patent portfolio or any other intellectual property owned by
Acacia or its affiliates or subsidiaries, whether patentable, copyrightable or
not, which are made, developed, created, contributed to, reduced to practice, or
conceived by You, whether solely or jointly with others, in connection with your
employment with Acacia (collectively, the "Intellectual Property") shall be and
remain the exclusive property of Acacia, and, to the extent applicable, a "work
made for hire," and Acacia shall own all rights, title and interests thereto,
including, without limitation, all rights under copyright, patent, trademark,
statutory, common law and/or otherwise. By your execution of this Agreement, You
hereby irrevocably and unconditionally assign to Acacia all right, title and
interest in any such Intellectual Property. You further agree to take all such
steps and all further action as Acacia may reasonably request to effectuate the
foregoing, including, without limitation, the execution and delivery of such
documents and applications as Acacia may reasonably request to secure the rights
to Intellectual Property worldwide by patent, copyright or otherwise to Acacia
or its successors and assigns. You further agree promptly and fully to
disclose
any intellectual Property to the officers of Acacia and to deliver to such
officers all papers, drawings, models, data and other material
(collectively, the "Material") relating to any Intellectual Property made,
reduced to practice, developed, created or contributed to by You and, upon
termination, or expiration of your employment with Acacia, to turn over to
Acacia all such Material. Any intellectual property which was developed by You
prior to the date of this agreement, or which is developed by You during or
after the termination of this Agreement and is not in any way related to any of
Acacia's or any of its subsidiaries' or affiliates' intellectual property, shall
be owned by You.

     

    
      
        
        

      

      
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    8.      Other Activities, Non-Solicitation.
During the term of this Agreement, You shall not engage in any activities
that are competitive with Acacia, or any of its affiliates or subsidiaries, or
that would result in a conflict of interest. You are not prohibited from
engaging in any other activities. In the event of the termination of your
employment for any reason, You, for a period of one year shall not: (a) solicit
for employment and then employ any employee of Acacia or any of its affiliates
or subsidiaries or any person who is an independent contractor involved in any
of its affiliates or subsidiaries; (b) make any public statement concerning
Acacia, or any of its affiliates or subsidiaries, or your employment, unless
previously approved by Acacia, except as may be required by law; or (c) induce,
attempt to induce or knowingly encourage any Customer of Acacia or any of its
affiliates or subsidiaries to divert any business or income from Acacia or any
of its affiliates or subsidiaries
or to stop or
alter the
manner in
which they are then doing business with Acacia or any of its affiliates
or subsidiaries. The term "Customer" shall mean any individual or business firm
that was or is a customer or client of, or one that was or is a party in a
investor agreement with, or whose business was actively solicited by, Acacia or
any of its affiliates or subsidiaries at any time, regardless of whether such
customer was generated, in whole or in part, by your efforts.

     

    9.      Remedies. Each of the parties
to this Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in its favor. The
parties agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for injunctive relief without the need for an undertaking in order to enforce or
prevent any violations of the provisions of this Agreement.

     

    10.    Assignment. This Agreement is
personal to You and may not be assigned in any way by You without the prior
written consent of Acacia. Any such attempted assignment without Acacia's
written consent shall be void.

     

    11.    Severability and Reformation.
The parties intend all provisions of this Agreement to be enforced to the
fullest extent permitted by law. If, however, any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future law, such
provision shall be fully severable, and this Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision were never a
part hereof and the remaining provisions shall remain in full force and effect.
Moreover, any provision so affected shall be limited only to the extent
necessary to bring the Agreement within the applicable requirements of
law.

     

    12.    Governing Law and Venue. This
Agreement is to be governed by and construed in accordance with the laws of the
State of California applicable to contracts made and to be performed wholly
within such State, and without regard to the conflicts of laws principles
thereof. Any suit brought and any and all legal proceedings to enforce this
Agreement
whether in contract, tort, equity or otherwise, shall be brought in the state or
federal courts sitting in Los Angeles County, California, the parties hereto
hereby waiving any claim or defense that such forum is not
convenient.

     

    
      
        
        

      

      
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    13.    Arbitration. Any controversy,
claim or dispute arising out of or in any way relating to this Agreement, the
alleged breach thereof, and/or your employment with Acacia or its termination
including, without limitation, claims for breach of any express or implied
contract, tort claims, claims for violation of any federal, state or other
governmental law, statute, ordinance, Executive Order or regulation, and any and
all claims for employment discrimination or harassment, shall be determined by
binding arbitration administered by the American Arbitration Association under
its National Rules for Resolution of Employment Disputes ("Rules") which are in
effect at the time of the arbitration. The Rules are hereby incorporated by
reference. California Code of Civil Procedure § 1283.05, which provides for
certain discovery rights, shall apply to any such arbitration, and said code
section is also hereby incorporated by reference. In reaching a decision, the
arbitrator shall have no authority to change, extend, modify or suspend any of
the terms of this Agreement. The arbitration shall be commenced and heard in Los
Angeles County, California. The arbitrator
shall apply the substantive law (and the law of remedies, if
applicable) of California or federal law, or both, as applicable to the
claim(s) asserted. The Arbitrator shall issue a written decision explaining
his/his award. Judgment on the award may be entered in any court of competent
jurisdiction, even if a party who received notice under the Rules fails to
appear at the arbitration hearing(s). The parties may seek, from a court of
competent jurisdiction, provisional remedies or injunctive relief in support of
their respective rights and remedies hereunder without waiving any right to
arbitration. However, the merits of any action that involves such provisional
remedies or injunctive relief, including, without limitation, the terms of any permanent
injunction, shall be determined by arbitration under this paragraph.
Notwithstanding the foregoing, claims for workers' compensation benefits,
unemployment compensation benefits, or claims based upon an employee benefit
plan which provides by its own terms for arbitration are exempted from the
provisions of this Paragraph. In any arbitration hereunder, the parties will
each pay for their costs and attorneys' fees, if any. However, if either party
prevails on a statutory claim which entitles the prevailing party to attorneys'
fees, the
arbitrator may award reasonable attorneys' fees to the prevailing party in
accordance with that statute. If any claim or class of claim is determined by
applicable law not to be subject to arbitration, this Agreement to arbitrate
shall remain in full force and effect with respect
to all other
claims asserted between the parties.

     

    14.    Entire Agreement, Amendment
and Waiver. This
Agreement contains the entire understanding and agreement between the parties,
and supersedes any other agreement between Acacia and You, whether oral or in
writing, with respect to the subject matter hereof. This Agreement may not be
altered or amended, nor may any of its provisions be waived, except by a writing
signed by both parties hereto or, in the case of an asserted waiver, by the
party against whom the waiver is sought to be enforced. Waiver of any provision
of this Agreement, or any breach thereof, shall not be deemed to be a waiver of
any other provision or any subsequent alleged breach of this
Agreement.

     

    15.    Survival and Counterparts. The
provisions of Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of this
Agreement shall survive the termination of this Agreement. This Agreement may be
executed in counterparts, with the same effect as if both parties had signed the
same document. All such counterparts shall be deemed an original, shall be
construed together and shall constitute one and the same
instrument.

    


     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

     

    ACACIA
MEDIA TECHNOLOGIES CORPORATION

     

    By:  /s/
Robert Berman

    Name:   Robert Berman

    Its:   EVP

     

     

    /s/ Edward
Treska

    Edward
Treska

     

     

     

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