exv10w1



 









Exhibit 10.01




Crossroads Systems, Inc.

8300 North MoPac Expressway

Austin, Texas 78759



October 8, 2004



Richard Sorenson

95 Pascal Lane

Austin, TX 78746


Dear Richard:



On behalf of Crossroads Systems, Inc. (“Crossroads”), it is with pleasure that
we offer you the position of temporary Chief Financial Officer. This temporary
employment position is being offered for three months starting on or about
October 12, 2004 and ending January 12, 2005. This position will report to
Robert Sims, Chief Executive Officer. This offer must be accepted no later
than October 12, 2004.



Compensation Package:




     Your base pay will be $15,000 per month. You will be paid twice a month
on the fifteenth and the last business day of each calendar month.



     I am also pleased to inform you that a recommendation will be made to the
Crossroads Board of Directors that you be granted a stock option to purchase
7,500 shares of Crossroads Holdings Corp. common stock with an exercise price
per share equal to the fair market value on the last business day of the month
you start employment. This option will vest in full at the end of the three
months of temporary employment. In the event Board approval is obtained, an
option agreement will be issued, including the details of the Company’s stated
option plan.



     As a temporary employee you will not be eligible for the Company’s
benefits package.



     Your employment with the Company will be on an at-will basis, meaning your
employment can be modified or terminated with or without cause, and with or
without notice, at any time, at the option of the Company. No representative
of the Company has the authority to enter into any agreement with you for
employment for any specified period of time, or to make any agreement with you,
unless it is done so in writing and signed by both parties.



 









 





     Please note that, as a condition to your temporary employment with
Crossroads, you will be required to sign a Proprietary Information and
Inventions Agreement, the form of which is attached as Exhibit “A” hereto.



     If you are in agreement with the terms of this offer, please sign this
letter where indicated below. We look forward to working with you to make
Crossroads a success.



     If you have any questions regarding this offer letter, please call me at
512-928-7115.



Regards,




Crossroads Systems, Inc.




By:           /s/ Rob Sims          

Robert Sims, Chief Executive Officer







ACCEPTANCE: ______________________________________ DATE:____________________________



DATE YOU PLAN TO START:____________________________________




 









 





Exhibit A




Proprietary Information and Inventions Agreement




     In consideration of my employment or engagement by Crossroads Systems,
Inc. (the “Company”), the Company’s disclosure of certain Proprietary
Information (as defined below) to me, any compensation now and/or hereafter
paid to me, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned hereby agrees with
the Company as follows:



     1. Definitions.



          1.1 The term “Agreement” means this Proprietary Information and Inventions
Agreement.



          1.2 The term “Service” means any period during which I am engaged as a
consultant, employee or Director of the Company.



          1.3 The term “Inventions” means discoveries; developments; trade secrets;
processes; formulas; data; lists; software programs; and all other works of
authorship, mask works, ideas, concepts, know-how, designs, and techniques,
whether or not any of the foregoing is or are patentable, copyrightable, or
registrable under any intellectual property laws or industrial property laws in
the United States or elsewhere.



          1.4 The term “Proprietary Information” means information owned by the
Company or licensed from third parties regarding (a) research, development,
products, services, marketing, selling, business plans, budgets, unpublished
financial statements, licenses, prices, costs, contracts and other agreements,
suppliers, customers, and customer lists; (b) the identity, skills and
compensation of employees, contractors, and consultants; (c) specialized
training; and (d) information related to Inventions owned by the Company or
licensed from third parties.



          1.5 The term “Third Party Information” means confidential or trade secret
information that the Company may from time to time receive from third parties
or information related to Inventions of third parties, which is subject to a
duty on the Company’s part to maintain the confidentiality of such Third Party
Information and to use it only for certain limited purposes.



     2. Nondisclosure.



          2.1 I acknowledge that contemporaneously with my execution of this
Agreement, the Company is providing me with Proprietary Information and/or
initial specialized training. In consideration of the Company’s provision of
Proprietary Information and/or initial specialized training, I agree that
during my Service and thereafter, pursuant to this agreement (the
“Nondisclosure Agreement"), I will hold in strictest confidence and will not
disclose, discuss, transmit, use, lecture upon, or publish any Proprietary
Information, except as such disclosure, discussion, transmission, use, or
publication may be required in connection with my Service, or unless the
President or Board of Directors of the Company expressly authorizes such in
writing. I also agree that in connection with this Nondisclosure Agreement, I
will also be bound by the provisions of Section 8. I further acknowledge and
agree that the Company’s conduct in providing me with Proprietary Information
in exchange for my Nondisclosure Agreement gives rise to the Company’s interest
in restraining me from competing against the Company as set forth in Section 8
(the “Non-Compete Agreement”), and that my agreement to the Non-Compete
Agreement is designed to enforce my Nondisclosure Agreement.



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          2.2 At all times during my Service and thereafter, I will hold Third Party
Information in the strictest confidence and will not disclose, discuss,
transmit, use, lecture upon, or publish any Third Party Information, except as
such disclosure, discussion, transmission, use, or publication may be required
in connection with my Service, or unless the President or the Board of
Directors of the Company expressly authorizes such in writing.



     3. Assignment.



          3.1 The term “Ownership Rights” means all rights, title and interest
(including but not limited to Intellectual Property Rights) in property,
whether that property is tangible or intangible. The term “Intellectual
Property Rights” means all intellectual property and industrial property rights
of any kind whatsoever throughout the world, including but not limited to
patent rights, copyrights (including but not limited to mask work rights),
trade secret rights, and, if recognized, Moral Rights (where “Moral Rights”
means all rights related to paternity, integrity, disclosure, and withdrawal).
I hereby irrevocably assign to the Company any Ownership Rights I may have or
acquire in any Proprietary Information and acknowledge that all Proprietary
Information shall be the sole property of the Company and that the Company
shall be the sole owner of all Ownership Rights in connection therewith.



          3.2 The term “Company Inventions” means all Inventions that (a) relate to
the business or proposed business of the Company and that are discovered,
developed, created, conceived, reduced to practice, made, learned or written by
me, either alone or jointly with others, in the course of my Service; (b)
utilize, incorporate or otherwise relate to Proprietary Information; (c) I
discovered, developed, created, conceived, reduced to practice, made, or wrote
prior to or outside the scope of my Service and that are incorporated into any
Inventions owned by or assigned to the Company and/or its assigns; or (d) are
discovered, developed, created, conceived, reduced to practice, made, or
written by me using Company property or equipment. I hereby irrevocably assign
to the Company all my Ownership Rights in and to any and all Company
Inventions.



          3.3 I acknowledge and agree that any work of authorship comprising Company
Inventions shall be deemed to be a “work made for hire,” as that term is
defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the
extent that any such work of authorship may not be deemed to be a work made for
hire, I hereby irrevocably assign all my Ownership Rights in and to such work
to the Company. If any such work of authorship cannot be assigned, I hereby
grant to the Company an exclusive, assignable, irrevocable, perpetual,
worldwide, sublicenseable (through one or multiple tiers), royalty-free,
unlimited license to use, reproduce, distribute, create derivative works of,
publicly perform, publicly display and digitally perform and display such work
in any media now known or hereafter known. Outside the scope of my Service, I
agree not to (a) modify, adapt, alter, translate, or create derivative works
from any such work of authorship or (b) merge any such work of authorship with
other Inventions. To the extent Moral Rights may not be assignable under
applicable law and to the extent the following is allowed by the laws in the
various countries where Moral Rights exist, I hereby irrevocably waive such
Moral Rights and consent to any action of the Company that would violate such
Moral Rights in the absence of such consent.



          3.4 I acknowledge and agree that nothing in this Agreement shall be deemed
to grant, by implication, estoppel or otherwise, (a) a license from the Company
to me to make, use, license, or transfer in any way a Company Invention or (b)
a license from the Company to me regarding any of the Company’s existing or
future Ownership Rights.



     4. Enforcement of Rights.



          4.1 I will assist the Company in every proper way to obtain and from time
to time enforce Ownership Rights relating to Company Inventions in any and all
countries. To that end I will



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execute, verify, and deliver such documents and perform such other acts
(including appearances as a witness) as the Company may reasonably request for
use in applying for, obtaining, perfecting, evidencing, sustaining, and
enforcing such Ownership Rights and the assignment thereof. In addition, I
will execute, verify, and deliver assignments of such Ownership Rights to the
Company. My obligation to assist the Company with respect to Ownership Rights
relating to such Company Inventions in any and all countries shall continue
beyond the termination of my Service, but the Company shall compensate me at a
reasonable rate after such termination for the time actually spent by me at the
Company’s request on such assistance.



          4.2 In the event the Company is unable for any reason, after reasonable
effort, to secure my signature on any document needed in connection with the
actions specified in the preceding paragraph, I hereby irrevocably designate
and appoint the Company and its assigns’s duly authorized officers and agents
as my agent and attorney in fact, to act for and in my behalf to execute,
verify, and file any such documents and to do all other lawfully permitted acts
to further the purposes of the preceding paragraph thereon with the same legal
force and effect as if executed by me. I hereby waive and quitclaim to the
Company any and all claims, of any nature whatsoever, that I now or may
hereafter have for infringement of any Ownership Rights assigned hereunder to
the Company.



     5. Obligation to Keep Company Informed.



          During my Service, I will promptly disclose to the Company fully and in
writing and will hold in trust for the sole right and benefit of the Company
any and all Company Inventions. In addition, during the first year after
termination of my Service, I will provide the Company with a complete copy of
each patent application and copyright registration application (including but
not limited to any mask work registration application) filed by me or that
names me as an inventor, co-inventor, author, co-author, creator, co-creator,
developer, or co-developer.



     6. Retained Inventions.



          To preclude any possible uncertainty over the ownership of any Inventions,
I have, to the best of my knowledge, set forth on Exhibit B attached hereto a
complete list of all Inventions that I have, alone or jointly with others,
prior to commencement of my Service, discovered, developed, created, conceived,
reduced to practice, made, learned, or written, or caused to be discovered,
developed, created, conceived, reduced to practice, made, learned, or written,
that I consider to be my property or the property of third parties
(collectively, “Retained Inventions”). If disclosure of any such Invention on
Exhibit B would cause me to violate any prior confidentiality agreement, I
understand that I am not to list such Inventions in Exhibit B but am to inform
the Company that all Inventions have not been listed for that reason. To the
extent that I incorporate any Retained Inventions into a Company Invention or
rely upon any Retained Invention in discovering, developing, creating,
conceiving, or reducing to practice any Company Invention, I hereby grant to
the Company a non-exclusive, assignable, irrevocable, perpetual, worldwide,
sublicenseable (through one or multiple tiers), royalty-free license to use,
reproduce, distribute, create derivative works of, publicly perform, publicly
display, digitally perform and display, make, have made, sell, and offer for
sale such Retained Inventions in any media now known or hereafter known.



     7. Non-Competition; Non-Solicitation.



          7.1 During my Service, I will not, directly or indirectly, participate in
the ownership, management, operation, financing or control of, or be employed
by or consult for or otherwise render services to, any person, corporation,
firm, or other entity that competes with the Company in the state of Texas, or
in any other state in the United States, or in any country in the world, in the
conduct of the business of the Company as conducted or as proposed to be
conducted, nor shall I engage in any other



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activities that conflict with my obligations to the Company.
Notwithstanding the foregoing, I am permitted to own up to 1% of any class of
securities of any corporation in competition with the Company that is traded on
a national securities exchange or through Nasdaq.



          7.2 During my Service and for a period of one (1) year after my Service is
terminated for any reason, I will not, directly or indirectly, individually or
on behalf of any other person, firm, partnership, corporation, or business
entity of any type, solicit, assist or in any way encourage any current
employee or consultant of the Company to terminate his or her employment
relationship or consulting relationship with or for the Company, nor will I
solicit the services of any former employee of the Company whose service has
been terminated for less than three (3) months.



          7.3 For a period of one (1) year after my Service is terminated for any
reason, I will not, directly or indirectly, individually or on behalf of any
other person, firm, partnership, corporation, or business entity of any type,
solicit to the detriment of the Company and/or for the benefit of any
competitor of the Company, take away or attempt to take away, in whole or in
part, any Customer of the Company or otherwise interfere with the Company’s
relationship with any Customer. For purposes of this Section 7.3, “Customer”
shall mean any company or business entity to which the Company sells or
licenses goods or services to or that I had contact with or performed services
for during my Service.



     8. Post-Service Non-Compete Agreement.


I hereby agree that for a period of six (6) months after the date that Service
is terminated, for any reason, I will not, directly or indirectly, in the state
of Texas, or in any other State of the United States, or in any country in the
world where the Company engages or proposes to engage in Business, as of the
date of the termination of my Service, render services or provide any advice or
assistance to any Competing Business, whether as equity holder or in any other
capacity. Notwithstanding the foregoing, I am permitted to own up to 1% of any
class of securities of any corporation in competition with the Company that is
traded on a national securities exchange or through Nasdaq. For the purposes
of this Section 8, “Competing Business” shall mean any of the following
companies: Advanced Digital Information Corporation, Atto, Dot Hill Systems
Corporation, Brocade Communications Systems, Inc., and Cisco Systems, Inc.




     9. No Improper Use of Materials.



          I represent and warrant that during my Service I shall not use or
incorporate into any Company Invention any confidential information or trade
secrets of any former employer, any person or entity for whom I provided
services, or any other person or entity, unless I have obtained all consents,
licenses, or other rights necessary to allow me to provide the Company with the
assignments and licenses set forth herein. I represent and warrant that during
my Service I shall not improperly use or disclose any confidential or trade
secret information, if any, of any former employer or any other person or
entity to whom I have an obligation of confidentiality, and I will not bring
onto the premises of the Company any unpublished documents or any proprietary
information or materials belonging to any former employer or any other person
or entity to whom I have an obligation of confidentiality unless expressly
consented to in writing by that former employer, person, or entity.



     10. No Conflicting Obligation.



          I represent that my performance of all the terms of this Agreement and my
Service does not and will not breach any agreement between me and any other
employer, customer, person or entity. I have not entered into, and I agree I
will not enter into, any agreement either written or oral in conflict herewith.



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     11. Return of Company Property.



          When my Service is completed, I will immediately deliver to the Company
all drawings, notes, memoranda, specifications, devices, formulas, and
documents (whether written, printed, or otherwise reproduced or recorded),
together with all copies thereof, and any other material containing or
disclosing any Company Inventions, Third Party Information or Proprietary
Information. I will also immediately deliver all Company property, including
but not limited to laptops, pagers, cell phones, corporate credit cards, keys,
and/or access cards. I further agree that all property situated on the
Company’s premises and owned, leased, or licensed by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject
to inspection by personnel of the Company at any time with or without notice.



     12. Legal and Equitable Remedies.



          Because my services are personal and unique and because I will have access
to and become acquainted with Proprietary Information, the Company shall have
the right to enforce this Agreement and any of its provisions by injunction,
specific performance, or other equitable relief, without bond and without
prejudice to any other rights and remedies that the Company may have for a
breach of this Agreement.



     13. Authorization to Notify New Employer.



          I hereby authorize the Company to notify any new employer or entity for
whom I provide services about my rights and obligations under this Agreement
following the termination of my Service.



     14. Notices.



          Any notices required or permitted hereunder shall be given to the
appropriate party at the party’s last known address. Such notice shall be
deemed given upon personal delivery to the last known address or if sent by
certified or registered mail, three days after the date of mailing.



     15. General Provisions.



          15.1 Governing Law. This Agreement will be governed by and construed
according to the laws of the State of Texas without regard to conflicts of law
principles.



          15.2 Exclusive Forum. I hereby irrevocably agree that the exclusive forum
for any suit, action, or other proceeding arising out of or in any way related
to this Agreement shall be in the state or federal courts in Texas, and I agree
to the exclusive personal jurisdiction and venue of any court in Travis County,
Texas and waive any defense thereto.



          15.3 Entire Agreement. This Agreement, and any offer letter, consulting
agreement or employment agreement signed concurrently herewith, supercedes and
merges all prior discussions between us relating to the subject matter hereof.
No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing signed by the party
to be charged. Any subsequent change or changes in my duties, salary, or
compensation will not affect the validity or scope of this Agreement.



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          15.4 Severability.



               (a) I acknowledge and agree that each agreement and covenant set forth
herein constitutes a separate agreement independently supported by good and
adequate consideration and that each such agreement shall be severable from the
other provisions of this Agreement and shall survive this Agreement.



               (b) I understand and agree that Section 8 of this Agreement is to be
enforced to the fullest extent permitted by law. Accordingly, if a court of
competent jurisdiction determines that the scope and/or operation of Section 8
is too broad to be enforced as written, the Company and I intend that the court
should reform such provision to such narrower scope and/or operation as it
determines to be enforceable, provided, however, that such reformation applies
only with respect to the operation of such provision in the particular
jurisdiction with respect to which such determination was made. If, however,
Section 8 is held to be illegal, invalid, or unenforceable under present or
future law, and not subject to reformation, then (i) such provision shall be
fully severable, (ii) this Agreement shall be construed and enforced as if such
provision was never a part of this Agreement, and (iii) the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid, or unenforceable provision or by its
severance.



          15.5 Successors and Assigns. This Agreement will be binding upon my
heirs, executors, administrators, and other legal representatives and will be
for the benefit of the Company, its successors and assigns. I expressly agree
that the Company has the right to assign this Agreement without notice to me.



          15.6 Survival. The provisions of this Agreement shall survive the
termination of my Service for any reason and the assignment of this Agreement
by the Company to any successor in interest or other assignee.



          15.7 At-Will Relationship. I agree and understand that my Service is at
will, which means that either I or the Company may terminate the relationship
at any time, with or without cause, and with or without prior notice. I
further agree and understand that nothing in this Agreement shall confer any
right with respect to continuation of Service, nor shall it interfere in any
way with my right or the Company’ right to terminate my Service at any time,
with or without cause.



          15.8 Waiver. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.



          15.9 Recovery of Attorney’s Fees. In the event of any litigation arising
from or relating to this Agreement, the prevailing party in such litigation
proceedings shall be entitled to recover, from the non-prevailing party, the
prevailing party’s costs and reasonable attorney’s fees, in addition to all
other legal or equitable remedies to which it may otherwise be entitled.



          15.10 Headings. The headings to each section or paragraph of this
Agreement are provided for convenience of reference only and shall have no
legal effect in the interpretation of the terms hereof.



[Signature Page Follows]




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     I HAVE READ THIS PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT B TO
THIS AGREEMENT.



     This Agreement shall be effective as of the first day of my Service,
namely: __________.



     I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE
DURING MY SERVICE, RESTRICTS MY RIGHT TO DISCLOSE OR USE PROPRIETARY
INFORMATION DURING OR SUBSEQUENT TO MY PERIOD OF SERVICE, AND PROHIBITS ME FROM
COMPETING WITH THE COMPANY FOR SIX (6) MONTHS AND FROM SOLICITING EMPLOYEES AND
CUSTOMERS OF THE COMPANY FOR ONE (1) YEAR AFTER MY SERVICE IS TERMINATED FOR
ANY REASON.



Dated: _________________, 2004.




Signature


Richard Sorenson



Print Name



95 Pascal Lane

Austin, Texas 78746

Address



ACCEPTED AND AGREED TO:

CROSSROADS SYSTEMS, INC.



By: ______________________________



Name: ____________________________



Title: _____________________________













 





EXHIBIT B



Ladies and/or Gentlemen:




     Pursuant to the Proprietary Information and Inventions Agreement (the
“Agreement”) by and between me and the Company, the following is a complete
list of all Inventions (as such term is defined in the Agreement) that I desire
to remove from the operation of the Agreement in accordance with Section 6 of
the Agreement.




	_______	 	I have no Inventions to disclose.
	 
	_______	 	I have Inventions which I have disclosed on the attached Invention Disclosure form(s).







Signature






Date













 





INVENTION DISCLOSURE




Invention Disclosure #__________



	 	 	 
	Inventors:

	 	1. _____________
	

	 	2. _____________
	

	 	3. _____________







Title of Invention:___________________________________________



Problem solved by invention:__________________________________



Invention Description:_______________________________________




Add additional signed, dated sheets and drawings if necessary.



Has this invention been disclosed outside of the Company? Yes___ No___



Inventor Signature:_________________________ Date:___________