EXHIBIT 10.6
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July 21, 1998
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[Address]
Dear ▇▇▇,
E-Tek Dynamics (the "Company") is very pleased to offer you a position as
Vice President of Manufacturing with responsibility for the Company's
Manufacturing operations, on the terms set forth in this letter agreement,
effective upon your acceptance by execution of a counterpart copy of this letter
where indicated below.
1. Reporting Duties and Responsibilities: Employment at Will. In this position
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you will report to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Chief Financial Officer of the
Company. This letter is for a full time position, located at the offices of
the Company, except as reasonable travel to other locations may be
necessary to fulfill your responsibilities. Your employment with the
Company is on an "at will" basis, and either you or the Company may
terminate your employment with the Company at any time, for any or no
reason.
2. Salary; Bonus; Benefits and Vacation. Your initial and minimum base salary
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will be $13,333 per month, subject to annual review in good faith by the
Company's Chief Financial Officer, payable in accordance with the Company's
customary payroll practice as in effect from time to time. You will also
be eligible to earn an annual target bonus in the amount of 30% of your
salary ($48,000) based on the achievement of certain manufacturing,
business and financial objectives that you and the Company's Chief
Financial Officer will mutually determine in good faith. The objectives
for your first year will be determined promptly after your acceptance of
this letter; objectives for future years will be determined promptly after
the beginning of each fiscal year of the Company. You will also receive
the Company's standard employee benefits package, and will be subject to
the Company's vacation policy, as such package and policy are in effect
from time to time.
3. Stock Option. You will be granted a stock option, subject to Board
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approval, to purchase up to 200,000 shares of the Company Common Stock
pursuant to the Company's Stock Option Plan. The option will have an
exercise price equal to the then-current fair market value of the Company
Common Stock when approved by the Board. The option will be immediately
exercisable, subject to an optional repurchase by the Company (at your
original purchase price) on termination of employment that will lapse over
a four-year vesting schedule with a twelve (12) month cliff vesting at the
rate of 50,000 shares vesting at the end of your first twelve months of
service and 4,166 shares vesting in each of the next succeeding
36 months, at the close of each such month during which you remain employed
with the Company.
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July 21, 1998
Page 2 of 3
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4. Confidential Information. As an employee of the Company, you will have
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access to certain Company confidential information and you may, during the
course of your employment, develop certain information or inventions that
will be the property of the Company. To protect the interest of the
Company, you will need to sign the Company's standard "Employee Proprietary
and Inventions Agreement" as a condition of your employment. We wish to
impress upon you that we do not wish you to bring with you any confidential
or proprietary material of any former employer or to violate any other
obligation to your former employers.
5. At-Will Employment. While we look forward to a long and profitable
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relationship, should you decide to accept our offer, you will be an at-will
employee of the Company, which means the employment relationship can be
terminated by either of us for any reason at any time, with or without
cause or advance notice. Any statements or representations to the contrary
(and, indeed, any statements contradicting any provision in this letter)
should be regarded by you as ineffective. Further, your participation in
any stock option or benefit program is not to be regarded as assuring you
of continuing employment for any particular period time.
6. Authorization to Work. Because of Federal regulations adopted in the
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Immigration Reform and Control Act of 1986, you will need to present
documentation demonstrating that you have authorization to work in the
United States. If you have any questions about this requirement, which
applies to U.S. citizens and non-U.S. citizens alike, please contact our
human resources department.
7. Term of Offer. This offer will remain open until July 31st. If you decide
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to accept our offer, and I hope that you will, please sign the enclosed
copy of this letter in the space indicated and return to me. Upon your
signature below, this will become our binding agreement with respect to the
subject matter of this letter, superseding in their entirety all other or
prior written or oral agreements by you with the Company as to the specific
subjects of this letter, and will be binding upon and inure to the benefit
of our respective successors and assigns, and your heirs, administrators
and executors, will be governed by California law, and may only be amended
in a writing signed by you and the Company.
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July 21, 1998
Page 3 of 3
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8. Dispute Resolution. If a legal action or other proceeding is brought for
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enforcement of this Agreement because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of
this Agreement, the successful or prevailing party shall be entitled to
recover reasonable attorney's fees and costs incurred, both before and
after judgment, in addition to any other relief to which they may be
entitled.
We are very excited to have you join us at E-Tek Dynamics and look forward
to working with you.
Sincerely,
E-TEK DYNAMICS
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Financial Officer
Acknowledged, Accepted and Agreed
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Date: