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                1  Exhibit 10.1    [CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN EXCLUDED FROM  THIS EXHIBIT]    Andrew Micallef  [*********************]    4 May 2021          EMPLOYMENT AGREEMENT     This agreement (“Agreement”), is entered into as of the date of the last signature provided  below (“Effective Date”), by and between NXP USA, Inc. (“NXP” or “the Company”) and you,  Andrew Micallef (“You” or “Employee”).     In consideration of the mutual promises and covenants set forth herein and for good and  valuable consideration, the receipt of which you hereby acknowledge, NXP hereby agrees to the  employment of Employee on the following terms and conditions and, except to the extent  specifically superseded by this Agreement, subject to all NXP policies and procedures regarding  its employees:    1. Position. Subject to the terms and conditions below, NXP hereby agrees to employ you,  and you hereby agree to accept such employment, as provided below. As of the  Commencement Date (defined below), you shall serve as the Executive Vice President  Operations, in San Jose, California and will report to Kurt Sievers, NXP President and  CEO. In this role, you shall be designated as an Executive Vice President and Member of  the Management Team and shall perform such duties and responsibilities as may from time  to time be assigned to you by NXP’s President and CEO.       2. Employment Scope.  Employment of the Employee pursuant to this Agreement shall begin  on May 17, 2021 (the “Commencement Date”) and shall continue through and until such  time it is terminated pursuant to Section 5 below, or otherwise agreed in writing.  Notwithstanding any term or provision in this Agreement, Employee’s employment with  the Company or its affiliates is presently and shall remain solely at-will; provided,  however, that the provisions of Section 9 through 10 of this Agreement shall survive the  termination of the Employee’s employment with the Company, for any reason.    3. Compensation and Benefits.    





 






                2    a. Base Salary. Your starting gross base annual salary shall be $500,000 paid bi- weekly (“Base Salary”), subject to federal, state, and/or local withholding as  applicable, and shall be paid in accordance with the same payroll schedule  applicable to all executives of NXP USA Inc. After the first year from the effective  date of this Agreement, the Chief Executive Officer, after approval of the  Compensation Committee (“Compensation Cie.”) of the Board of Directors  (“Board”) of NXP Semiconductors N.V., shall review annually whether any  increase in the Base Salary shall be made. Although you shall be informed in  writing of any salary increases awarded to you through this process, nothing in this  Agreement shall be construed to require any such increases or at any specific  periods of time.     b. Incentive Compensation. You will be entitled to participate in NXP’s Annual  Incentive program applicable to NXP executives. The annual incentive targets will  be set from year to year by the Compensation Cie. The gross at target annual  incentive amount is currently 80% of your Base Salary. For incomplete calendar  years the annual incentive will be prorated. The actual incentive payout will be  based upon performance measures established for any given year and approved  by the Compensation Cie. The current maximum annual incentive opportunity is  equal to 200% of the at-target annual incentive opportunity. Because the maximum  position-related annual incentives are fixed by the Compensation Cie., any changes  in the incentive program related to your position introduced and approved by the  Compensation Cie. shall automatically apply to the Agreement and will be deemed  to form part thereof.    c. Employee Benefits. You shall continue to remain eligible to participate in all  employee benefit plans, policies, and programs applicable to other NXP executives  or officers, including NXP’s Long Term Incentive Plan(s). The terms and  conditions of your participation in any NXP benefit plans, policies, or programs  shall be governed by the terms of each such plan, policy, or program.     d. Paid Time Off.  You will be subject to NXP’s Paid Time Off for Senior Leaders  policy, which allows you to take Paid Time Off at your own discretion, subject to  approval of NXP’s President and CEO, and ensuring company and business  requirements are met. No Paid Time Off will be accrued and no unused Paid Time  Off will be rolled over from one year to the next and/or paid out at termination.    e. New Hire Equity Grant. You will initially be offered a long-term incentive equity  grant with a total grant value of $1,000,000, 100% in the form of Restricted Share  Units (RSUs) with three years ratable vesting. The number of shares shall be  





 






                3  determined using the closing price of NXP Semiconductors N.V. on the NASDAQ  on the first trading day after the publication of NXP Semiconductors N.V.’s Q2  quarterly earnings release (“Date of Grant”). You shall be notified of the official  grant, related terms and conditions, and any further required actions related to the  grant as soon as possible after the Date of Grant.     f. 2021 Annual Equity Grant.  As part of the company’s 2021 Annual Equity Program,  you will be offered a long-term incentive equity grant with a total value of  $1,800,000.  The number of shares shall be determined using the closing price of  NXP Semiconductors N.V. on the NASDAQ on the first trading day after the  publication of NXP Semiconductors N.V.’s 2021 Q3 quarterly earnings release  (“Date of Grant”).  Under the NXPI 2019 Omnibus Incentive Plan, equity awards  for Executive Vice Presidents have historically been granted 30% in the form of  Restricted Share Units (RSUs), with a three years ratable vesting, and 70% in the  form of Performance Share Units (PSUs), with a three year cliff vesting based on  performance targets established by the Compensation Cie. You shall be notified of  the official grant, related terms and conditions, and any further required actions  related to the grant as soon as possible after the Date of Grant. Future equity grants  may be awarded from time to time in accordance with the NXPI 2019 Omnibus  Incentive Plan or the then current plan governing granting practices under the  discretion of the President and CEO and Compensation Cie.    4. Other Employment Provisions  a. This Agreement is made contingent on satisfactory results of a background  investigation and your ability to obtain a Government Security Clearance if it is  necessary for the position into which you are being hired.     b. This Agreement is also contingent upon proof of employment eligibility in the  United States. Should you choose to accept this offer, as required by law, we must  verify your employment eligibility on Form I-9 the day you begin your  employment, and you must provide documentation that establishes your identity  and authorization to work in the United States. Please note that expired  documentation will not be accepted.      5. Termination of Employment. Subject to your at-will employment and in accordance with  the terms of this Agreement, your employment with NXP may be terminated as follows:     a. Termination by Employee. You may terminate employment with NXP at any time  during your employment with NXP by giving three (3) months’ notice in writing to  the President and CEO of NXP, which notice may be waived in whole or in part,  





 






                4  and without any obligation to pay, by the Company without affecting the voluntary  nature of your resignation. During the notice period, or unless otherwise instructed  in writing by the President and CEO of NXP, you must continue to fulfill all duties  and responsibilities of your role with NXP and the terms of this Agreement. Your  salary and benefits shall remain unchanged during the notice period provided you  remain actively employed. This notice requirement is necessary to avoid likely  damages to NXP, its business, and/or its customers, and failure to comply with this  notice requirement shall result in a breach of this Agreement for which damages  may be sought.     b. Termination by the Company with Notice. NXP may terminate your employment  at any time during the course of this Agreement by giving to you three (3) months’  notice in writing. NXP also may elect to provide payment in lieu of the notice  requirement without affecting this provision. During the notice period, or unless  otherwise instructed in writing by the President and CEO of NXP, you must  continue to fulfill all duties and responsibilities of your role with NXP. Your salary  and benefits will remain unchanged during the notice period unless NXP has  already made payment in lieu of notice. This Agreement shall not require NXP to  maintain you in active employment for any portion of the notice period.    c. Termination by the Company Without Notice. NXP may, at any time and without  notice, terminate your employment for such reasons that shall include but not be  limited to the following grounds: (a) failure to perform the duties of your position  in a satisfactory manner as determined by NXP; (b) fraud, misappropriation,  embezzlement or acts of similar dishonesty; (c) conviction of a felony involving  moral turpitude or in any way relating to the business or activities of the Company  or its affiliates; (d) indictment for, conviction of, or plea of nolo contendere (or  similar plea) to a failure to contest prosecution for, or commission of any act which  is a felony, or any act which is a misdemeanor involving moral turpitude, fraud or  misrepresentation or otherwise would have been reasonably likely to be detrimental  to the  business, reputation, character or standing of the Company or its affiliates  or your ability to perform your job duties; (e) intentional and willful misconduct  that may subject the Company to criminal or civil liability; (f) breach of your duty  of loyalty, including the diversion or usurpation of corporate opportunities properly  belonging to the Company; (g) disregard of Company policies and procedures; (h)  breach of any of the material terms of this Agreement; and (i) insubordination or  deliberate refusal to follow the instructions of the President and CEO of NXP.    d. Termination By Death or Disability. Your employment and rights to compensation  under this Agreement shall terminate automatically if you are unable to perform the  duties of your position due to death or disability lasting continuously more than 90  





 






                5  days, and your heirs, beneficiaries, successors, or assigns shall not be entitled to  any of the compensation or benefits to which you may be entitled under this  Agreement, except: (a) to the extent specifically provided in this Agreement (b) to  the extent required by law; or (c) to the extent that such benefit plans or policies  under which you are covered provide a benefit to your heirs, beneficiaries,  successors, or assigns.     e. Severance Payment. If NXP terminates your employment for any reason other than  that provided in Section 5(c) or 5(d) of this Agreement, and provided you fully  execute and do not revoke a separation and general release agreement in a form  satisfactory to NXP within 60 days following such termination, then NXP will pay  you a lump sum cash severance payment of one (1) year’s Base Salary, less any  gross payments or benefits paid during the notice period above unless you have  performed or will perform actual work during the notice period.     f. Change in Control. If your employment is terminated by NXP at any time and for  any reason other than that provided in Section 5(c) of this Agreement, and without  you being a Bad Leaver or by you for Good Reason (as defined in the NXP  Omnibus Plan), in either case within twelve months following a Change of Control  and (ii) you execute and deliver to NXP (and do not revoke) a general release of  claims in a form satisfactory to NXP within sixty (60) days following such  termination (or such shorter period as may be specified by NXP in accordance with  applicable law), then the change of control (CoC) arrangement as approved from  time to time by the Compensation Cie. will apply to you. As per the date hereof,  the current CoC arrangement is attached as Exhibit A to this Agreement. Defined  terms used in this paragraph have the same meaning as defined in the NXP  Omnibus Plan.    g. Bonus Payout Upon Termination. In case of termination of your employment for  any reason other than that provided in Section 5(a) or 5(c) of this Agreement or, by  the Court on application of the Company, the Company will pay a pro rata payment  of the bonus for the financial year in which, or shortly after which, your  employment is terminated, provided that the conditions for bonus payout are met,  which payment will be prorated for the period that you have performed actual work  for the Company and whereby the pro rata bonus shall not be paid to you until  the financial results for the relevant year have been determined. In all other  situations in which the Agreement ends, no (pro rata) payment of the bonus will be  considered and/or made. Without prejudice to the previous paragraph, if you have  not performed actual work during the full financial year, any bonus paid (if  conditions for bonus pay-out are met) shall be pro rata to the part of the financial  year during which you have performed actual work. For the purposes of this  





 






                6  provision "actual work" shall be deemed to include periods of holiday leave and  periods of incapacity to work on account of illness or disablement, in so far as such  period does not exceed three (3) months.    6. Share Ownership Guidelines.  During the term of your MT membership, you will be  bound by the Share Ownership Policy (the “SOP”), as approved by the Compensation Cie.  As such, you will be required to own at any moment at least three times your base salary  in NXP shares. As long as you have not met the three times base salary threshold, you need  to retain 100% of the net shares received from LTI grants until the SOP is met. Shares  counted towards the SOP are NXP shares directly or beneficially owned, and any unvested  time-based restricted stock units (RSUs). Further details are attached in Exhibit B to this  Agreement.    Insider. In view of your function, you’re designated as a Section 16 Insider under the NXP  Insider Trading Policy. In Section VI of the NXP Insider Trading Policy 2020, you will  find specific rules for you as a Section 16 Insider. Below is a summary of the most relevant  requirements for you as Section 16 Insider (in addition to the restrictions of the NXP Insider  Trading Policy), with which you acknowledge you shall comply:    i. You as a Section 16 Insider are prohibited from trading during closed periods  (irrespective of whether you have Inside Information at that time);  ii. You as a Section 16 Insider must notify the Compliance Officer (currently:  jean.schreurs@nxp.com) of any envisaged trade (buying or selling) of any NXP  securities;  iii. You as a Section 16 Insider must notify the Compliance Officer of any trade in  NXP securities immediately after the transaction, so that the Compliance Officer,  on your behalf, can make the required SEC filing within two business days;  iv. You as a Section 16 Insider are prohibited from short-swing transactions in NXP  securities; and  v. You as a Section 16 Insider are prohibited from writing call or put options and  similar derivatives of NXP securities.    7. Outside Directorship/Additional Occupation.  You shall refrain from accepting  remuneration or time consuming non-remunerated work activities with or for third parties  or from doing business for your own account without the prior written consent of the  President and CEO. You further acknowledge and agree to be bound by the terms of NXP’s  Code of Conduct with respect to any outside employment or conflicts of interest and that  you may only take up positions in organizations outside NXP, provided the following  criteria are met:    a. The external function shall not create a conflict of interest with NXP’s interests;  





 






                7  b. You notify the President and CEO in advance, and the President and CEO has  approved the position/function in writing;   c. The duties involved in the position will not interfere with your responsibilities at  work, as determined in NXP’s sole discretion;  d. Approval for the receipt of any compensation for the external position is first  obtained in writing by NXP’s President and CEO; and   e. You report your external function via the Conflict of Interest procedure, sending an  email to coi.statement@nxp.com.    8. Fiscal Assistance. In consultation with tax advisors (presently PriceWaterhouseCooper),  NXP will provide assistance with the filing of your annual tax returns.    9. Non-Competition and Non-Sollicitation. During your employment with the Company  and for twelve (12) months following the termination of such employment for any reason  (the “Restricted Period”), you shall not, anywhere within the United States of America (the  “Restricted Territory”), directly or indirectly (A) engage in for your own benefit or for the  benefit of any third party (B) otherwise own, manage, operate, control, advise, be employed  by, or participate in the ownership, management, operation or control of, or provide  competitive services to, any person or entity that is engaged in, in either case, a business  that is in the same or similar business and competitive with the business conducted by, or  actively planned to be conducted by, or otherwise competitive with that of the Company  (or any of its affiliates engaged in the same business) (any such business, a “Competing  Business”). Notwithstanding the foregoing, your passive ownership solely as an investor  of three percent (3%) or less of the outstanding securities of any class of any publicly- traded securities of any company shall not, by itself, be considered to be competition with  the Company. During the Restricted Period, you also shall not, directly or indirectly: (i)  persuade or attempt to persuade any  customer or client, or any potential customer or client  to which you have (or an employee who reports to you has or had) made a presentation, for  or with which you have worked, or with respect to which you had access to confidential or  proprietary information, (A) not to hire, engage or purchase products or services from the  Company or its affiliates or (B) to hire, engage or purchase products or services from  another entity or person in connection with a Competing Business within the Restricted  Territory; or (ii) solicit for employment or hire (or solicit for engagement as an independent  contractor or engage as an independent contractor) any employee (or independent  contractor) of the Company or its affiliates (or any person who was employed (or engaged)  by the Company or its affiliates within the 12-month period prior to such solicitation, hiring  or engagement, as applicable (or, if following the termination of your employment, the 12- month period prior to such termination), or otherwise encourage any employee of, or  independent contractor with, the Company or its affiliates to terminate his or her  employment with or engagement by the Company or its affiliates or accept employment or  a consulting relationship with any entity or person other than the Company or its affiliates.  





 






                8    10. Confidential Information. During your employment, you will have access to or become  familiar with information of confidential or proprietary nature that pertains to the business  operations of the Company and its affiliates, and its customers. Such information includes,  but is not limited to, (i) information relating to the Company’s or its affiliates’ business,  operations, customers, clients, suppliers and vendors, including, but not limited to,  information received from third parties under confidential conditions, business plans,  financial information, cost, pricing and profit figures, customer files, products and services  offered or in development, strategic direction, marketing strategies and plans, software,  designs, procedures, formulas, processes, financial data and results of operations; and (ii)  other know-how, ideas, concepts, trade secrets, and methodologies and technical, business  or financial information relating to the business of the Company or its affiliates  (collectively, “Confidential Information”). You acknowledge that the Confidential  Information is, among other things, not readily available to the public and extremely  valuable to the Company’s and/or its affiliates’ operations. Without limiting any other  confidentiality obligations you may owe to the Company or its affiliates, you agree not to  disclose any Confidential Information, directly, or use it in any way, either during your  employment with the Company or any time thereafter, except (a) required in the course of  this employment for the Company, (b) for information that is or becomes public other than  through his breach of any confidentiality obligations (unless such information became  public as a result of a violation of any other person or other person or entity’s  confidentiality obligations) or (c) as required by legal process (provided that, in the event  of legal process, you must provide prompt notice to the Company prior to responding to  such legal process and cooperate with the Company or its affiliates if either elects to contest  such legal process). You further agree not to copy or record or allow to be copied or  recorded any such Confidential Information, except as required in the course of your  employment.    You further agree that you have continuing obligations pursuant to NXP’s Assignment &  Confidentiality Agreement and/or Employee Ethics and Intellectual Property Agreement  (and incorporated herein by reference).  Nothing herein shall prevent you from using and  availing yourself of your general technical, engineering and inventive skill, knowledge and  experience, including that pertaining to or derived from the non-secret and non-confidential  aspects of the activities of NXP.    11. Successors and Assigns. This Agreement shall bind and insure to the benefit of and be  enforceable by the Company and its successors and assigns and you and your heirs,  executors, administrators, and successors. Provided that your services to the Company are  of a personal nature and that you cannot sell, convey, assign, delegate, transfer or otherwise  dispose of, directly or indirectly, any of your rights, or obligations under this Agreement  (and any such purported action by you shall be null and void); provided further that the  





 






                9  Company may assign this Agreement to, and all rights hereunder shall inure to the benefit  of, any subsidiary or affiliate if the Company or any person, firm or corporation resulting  from the reorganization of the Company or succeeding to the business or assets of the  Company or its subsidiaries by purchase, merger, consolidation or otherwise.    12. Notices. All notices, requests, demands, claims, consents and other communication which  are required, permitted or otherwise delivered pursuant or related to this Agreement shall  in every case be in writing and shall be deemed properly served if: (a) delivered personally,  (b) sent by registered or certified mail, in all such cases with first class postage prepaid,  return receipt requested, or (c) delivered by a recognized overnight courier service, to the  parties at the addresses as set forth below:       If to the Company:   SVP Total Rewards  NXP Semiconductors  6501 William Cannon Dr West, Austin, Texas 78735    If to the Employee:   Andrew Micallef  [******************]        Alternatively, notices may be provided to such other address as shall be furnished in writing  by either party to the other party; provided that such notice or change in address shall be  effective only when actually received by the other party. Date of service of any such notices  or other communication shall be: (a) the date such notice is personally delivered, (b) three  days after the date of mailing if sent by certified or registered mail, or (c) one business day  after date of delivery to the overnight courier of sent by overnight courier.    13. NXP Policies. You will be subject to all NXP policies currently in effect for the Company’s  employees and as may be established and/or amended from time to time, including but not  limited to, all terms and conditions in any Code of Conduct applicable to the Company’s  employees which you will be required to sign provided separately. Your employment (and  continued employment) with the Company is contingent upon you obtaining and  maintaining and authorization to be employed in the United States commensurate with the  business needs of the Company.    It is also NXP’s policy to comply with all applicable import and export control laws and  regulations. Should an export control license be required, please be advised that your  continued employment will be conditioned upon issuance of such license. Further,  regardless of whether an export license is required, in order for you to access NXP  technology, you will be asked to complete a Letter of Export Compliance Assurance at  the time you begin your employment with NXP.  





 






                10    14. Severability. If any provision of this Agreement is determined by a court of competent  jurisdiction not to be enforceable in the manner set forth herein, the Company and the  Employee agree that such provision shall be modified to make it enforceable to maximum  extent possible under applicable law. If any provision of this Agreement is declared invalid,  illegal or unenforceable for any reason and cannot be modified to be enforceable, such  provision shall immediately become null and void leaving the remainder of this Agreement  in full force and effect.     15. Survival. This Agreement shall continue for so long as any obligations remain under this  Agreement. Without limiting the foregoing, the provisions of Sections 9-10 of this  Agreement shall survive and shall continue to be binding upon you notwithstanding the  termination of your employment with the Company for any reason. This Agreement may  be executed in counterparts, each of which will be deemed an original, but all of which will  be deemed one and the same instrument.    16. Legal Services. NXP shall make available any necessary and reasonable legal services to  you to assist with the successful transition of your employment with NXP.     17. Governing Law and Forum. This Agreement is governed by and construed in accordance  with the laws of the State of Texas without giving effect to the conflict of law principles  thereof.  The parties agree to the exclusive personal jurisdiction and venue of the State and  Federal courts located in Travis County, Texas for any legal action relating this agreement.       





 






                11  IN WITNESS WHEREOF, NXP and Brent Wilson have executed and delivered this Agreement  as of the date written below.        /s/ Andrew Micallef    Andrew Micallef    Date: May 4, 2021           NXP USA, Inc.    By: /s/ Jan Vernon    Name: Jan Vernon  Title: SVP Total Rewards  Date: May 10, 2021       





 






                12  Exhibit A    CHANGE IN CONTROL BENEFITS FOR MANAGEMENT TEAM    Current  NXP Job &  Org Level    Governing  Document(s)  1      Severance    Benefits  Continuation      Accelerated  Vesting 2    CoC  Protection of  Terms  Executive  Officers  (Section 16  Officers)  NXP CoC  Executive  Officer  Agreement  Minimum  24 months  Base + 24  months  Target  Bonus   12 months  (US only);  N/A outside  US  Per equity  agreements  12 months  post-close per  the NXP CoC  Executive  Officer  Agreement    MT  Members  (Non- Section 16  Officers):  EVPs &  SVPs    NXP CoC  MT (Non- Executive  Officer)  Agreement  Minimum  18 months  Base + 18  months  Target  Bonus   12 months  (US only);  N/A outside  US  Per equity  agreements  12 months  post-close per  the NXP CoC  MT  Agreement                   1 NCC approved CoC terms at the 1 September 2016 NCC meeting    2 NXP agreements provide for accelerated vesting if within 12 months of a change-in-control employment is  involuntarily terminated or if the employee leaves for “Good Reason”.    





 






                13  Exhibit B    2020 SHARE OWNERSHIP POLICY   SOG LEVEL/ELEMENT  NXP SOG POLICY  President & CEO * 6.0x base salary  MT: Section 16 Officers * 3.0x base salary  MT: Non-Section 16  Officers  * 2.0x base salary  Board of Directors * 5.0x cash retainer   Compliance Window * 5 years  Policy if SOG Not Met  * Retain 100% of net shares received from LTI grants until  SOG is met, with   * Committee to retain discretion to assess special situations  on a case-by-case basis  Shares Counted Toward  SOG  * Shares directly or beneficially owned  * Unvested time-based restrictive stock (RSUs)  Measurement  * Report annually at first CC meeting January/February using  mid-December of “prior year” holdings – after Trading  Window Closes   * Use 31 December of “prior year” closing share price