AN EMPLOYEE OF THE CORPORATION, IS OTHERWISE WILLING
TO SERVE ON THE BOARD, AND SATISFIES THE MINIMUM GUIDELINES AND REQUIREMENTS (IF
ANY) ESTABLISHED BY THE CORPORATION FOR BOARD MEMBERSHIP GENERALLY.
1.3
NO OTHER EMPLOYMENT; MINIMUM TIME COMMITMENT.
DURING THE PERIOD OF EMPLOYMENT, THE EXECUTIVE SHALL DEVOTE SUBSTANTIALLY ALL
OF THE EXECUTIVE'S BUSINESS TIME, ENERGY AND SKILL TO THE PERFORMANCE OF THE
EXECUTIVE'S DUTIES FOR THE CORPORATION, AND HOLD NO OTHER EMPLOYMENT.
NOTHING
HEREIN SHALL PRECLUDE THE EXECUTIVE FROM (I) SERVING ON BOARDS OF DIRECTORS OF
OTHER BUSINESS ENTITIES PROVIDED THAT THE BOARD APPROVES SUCH OTHER SERVICE IN
WRITING, (II) ENGAGING IN A REASONABLE LEVEL OF CHARITABLE ACTIVITIES AND
COMMUNITY AFFAIRS, INCLUDING SERVING ON BOARDS OF DIRECTORS OR THE EQUIVALENT,
AND (III) MANAGING HIS PERSONAL AND FAMILY INVESTMENTS AND AFFAIRS, PROVIDED
THAT SUCH ACTIVITIES DO NOT VIOLATE APPLICABLE LAW OR MATERIALLY INTERFERE OR
CONFLICT WITH THE EFFECTIVE DISCHARGE OF HIS DUTIES AND RESPONSIBILITIES TO THE
CORPORATION OR THE POLICIES OF THE CORPORATION, AS THEY MAY BE IN EFFECT FROM
TIME TO TIME.
THE BOARD HAS APPROVED THE EXECUTIVE'S SERVICE AS A MEMBER OF THE
BOARD OF DIRECTORS OF ZARLINK SEMICONDUCTOR, INC.
NOTWITHSTANDING THE
FOREGOING, HOWEVER, THE CORPORATION HAS THE RIGHT (UPON WRITTEN NOTICE) TO
REQUIRE THE EXECUTIVE TO RESIGN FROM ANY BOARD (INCLUDING, WITHOUT LIMITATION,
THE BOARD OF DIRECTORS OF ZARLINK SEMICONDUCTOR, INC.) OR SIMILAR BODY ON WHICH
HE MAY NOW OR IN THE FUTURE SERVE (OR REDUCE HIS INVOLVEMENT) IF THE BOARD
REASONABLY DETERMINES IN GOOD FAITH THAT SUCH SERVICE VIOLATES APPLICABLE LAW OR
MATERIALLY INTERFERES OR CONFLICTS WITH THE EFFECTIVE DISCHARGE OF THE
EXECUTIVE'S DUTIES AND RESPONSIBILITIES TO THE CORPORATION OR THAT ANY BUSINESS
RELATED TO SUCH SERVICE IS THEN IN MATERIAL COMPETITION WITH ANY BUSINESS OF THE
CORPORATION OR ANY OF ITS AFFILIATES.
1.4
NO BREACH OF CONTRACT.
THE EXECUTIVE HEREBY
REPRESENTS TO THE CORPORATION THAT: (I) THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE EXECUTIVE AND THE CORPORATION AND THE PERFORMANCE BY THE
EXECUTIVE OF THE EXECUTIVE'S DUTIES HEREUNDER SHALL NOT CONSTITUTE A BREACH OF,
OR OTHERWISE CONTRAVENE, THE TERMS OF ANY OTHER AGREEMENT OR POLICY TO WHICH THE
EXECUTIVE IS A PARTY OR OTHERWISE BOUND; (II) THE EXECUTIVE HAS PROVIDED THE
CORPORATION WITH A COPY OF ANY CONFIDENTIALITY, TRADE SECRET, NON-COMPETE, NO
SOLICIT, OR SIMILAR AGREEMENT OR POLICY (OR AGREEMENT OR POLICY CONTAINING ANY
SIMILAR RESTRICTIVE COVENANT) TO WHICH THE EXECUTIVE IS A PARTY OR OTHERWISE
BOUND (EACH, A "RESTRICTIVE COVENANT AGREEMENT"); (III) NO RESTRICTIVE COVENANT
AGREEMENT REASONABLY WILL INTERFERE WITH THE EFFECTIVE DISCHARGE BY THE
EXECUTIVE OF HIS DUTIES TO THE CORPORATION; AND (IV) THE EXECUTIVE WILL NOT
DISCLOSE TRADE SECRETS OR OTHER CONFIDENTIAL INFORMATION TO THE CORPORATION IN
VIOLATION OF ANY APPLICABLE LAW OR ANY RESTRICTIVE COVENANT AGREEMENT.
2
1.5
LOCATION.
THE EXECUTIVE ACKNOWLEDGES THAT THE
CORPORATION'S PRINCIPAL EXECUTIVE OFFICES ARE CURRENTLY LOCATED IN EL SEGUNDO,
CALIFORNIA.
THE EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT SHALL BE THE
CORPORATION'S PRINCIPAL EXECUTIVE OFFICES, AS (SUBJECT TO SECTION 5.5(E)(III))
THEY MAY BE MOVED FROM TIME TO