exv10w19



 



Exhibit 10.19

CIRRUS LOGIC, INC.

EMPLOYMENT AGREEMENT


     This Agreement is entered into effective as of March 15, 2004, (the
“Effective Date”) by and between Cirrus Logic, Inc., a Delaware corporation
(the “Company”), and John T. Kurtzweil (the “Employee”).


     WHEREAS, the Company desires to employ the Employee on a full-time basis
in the capacity of Chief Financial Officer 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
Chief Financial Officer 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 equal to $275,000.00 (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.
	 
	 	(c)	 	Stock Option Grant. Effective upon the next regular option
grant date following Employee’s first day of employment in the
position of Chief Financial Officer, Employee shall receive a
stock option grant to purchase 225,000 shares of common stock of
the Company, with 25% to vest on the one-year anniversary of the
grant date and the remainder to vest equally over
the following 36 months, with an exercise price equal to the
closing price of the stock on NASDAQ on the grant date.







	 	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





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	 	 	 	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, 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
Section 5 below, 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





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	 	 	 	person, or the third business day after
the day on which such notice was mailed in accordance with Section
8(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.
	 
	 	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.
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	
	

	 	Title:
	 	Vice President – Human Resources
	

	 	 	 	








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	 	 	John T. Kurtzweil
	 	 	








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