EXHIBIT 10.27
EMPLOYMENT AGREEMENT
This Employment Agreement (this "AGREEMENT") is entered into as of March
31, 1998 between HYBRID NETWORKS, INC., a Delaware corporation (the
"Company"), and ▇▇▇▇▇▇▇ ▇. GOLD ("Gold").
The parties hereby agree as follows:
1. TERM OF EMPLOYMENT; POSITION. Subject to the terms and conditions of
this Agreement, the Company hereby agrees to employ Gold on a full-time basis as
the Company's President and Chief Operating Officer during the two year period
commencing on the "CLOSING DATE" (as defined in the Agreement and Plan of
Reorganization dated March 19, 1998, by and among the Company, Pacific
Monolithics, Inc. and HN Acquisition Corp.) and expiring on the second
anniversary of the Closing Date (such time period is hereinafter called the
"EMPLOYMENT TERM") unless Gold's employment and the Employment Term are sooner
terminated in accordance with the provision of Section 4 below. Gold hereby
agrees to such employment.
2. GOLD'S DUTIES; NONCOMPETITION. Gold will be responsible for serving
the Company as its President and Chief Operating Officer in accordance with the
Company's Bylaws and subject to the direction of the Company's Chairman and CEO.
His office will be in the Company's headquarters building. During the
Employment Term, Gold will not, without the prior written consent of the
Company, engage in, or provide services to, any organization, association or
business that is in competition with or detrimental to the business of the
Company.
3. COMPENSATION AND BENEFITS.
3.1 SALARY AND BONUSES. During the Employment Term, the Company will
pay Gold, in equal semi-monthly installments, a salary at the rate of $240,000
per year. In addition, Gold will be eligible each year of the Employment Term
for a target bonus of $120,000, based on targeted personal and Company
performance.
3.2 EMPLOYEE BENEFITS. Gold will be entitled to participate in all
benefit programs that the Company establishes and makes available to its
employees generally.
3.3 WITHHOLDING. The Company will withhold from all payments of
salary and other compensation to Gold, payroll withholding taxes and other
amounts that the Company is required to withhold from such payments under
applicable law.
4. TERMINATION. During the Employment Term, the Company will not
terminate Gold's employment other than for Cause (as defined in Section 4.2).
Notwithstanding anything herein to the contrary, the Employment Term, the
employment of Gold by the Company and this Agreement may be terminated in
accordance with the following:
4.1 EXPIRATION. Immediately, upon expiration of the Employment Term
in accordance with Section 1 hereof.
4.2 FOR CAUSE. By the Company, immediately for Cause (as defined in
this Section 4.2). For the purposes of this Agreement, the term "CAUSE" will be
deemed to exist upon: (a) a good faith finding by the Company that Gold has
willfully failed to perform his lawful assigned duties for the Company or
abandoned his employment with the Company in any manner; (b) a good faith
finding by the Company of dishonesty, gross negligence or intentional misconduct
on the part of Gold (including but not limited to misappropriation of
intellectual property of the Company or of others); or (c) the conviction of
Gold of any felony (other than a felony involving the operation of a motor
vehicle).
4.3 VOLUNTARY TERMINATION. Immediately, upon Gold's resignation from
the Company or any other voluntary termination by Gold of his employment with
the Company (a "VOLUNTARY TERMINATION").
4.4 DEATH. Immediately, upon the death of Gold.
4.5 DISABILITY. By the Company, immediately after 30 days' notice,
upon the disability of Gold. As used in this Agreement, the term 'DISABILITY"
will mean the material inability of Gold, due to a physical or mental
disability, to perform the services and duties of Gold contemplated by this
Agreement for a period of at least 90 days (whether or not such 90 days are
consecutive) during any twelve-month period. The Company will promptly notify
Gold in writing if it determines that Gold's employment has been terminated due
to disability.
5. EFFECT OF TERMINATION.
5.1 TERMINATION FOR CAUSE; VOLUNTARY TERMINATION. If the Company
terminates Gold's employment for Cause or if Gold effects a Voluntary
Termination, then the Company will pay to Gold the salary and benefits accrued
and otherwise payable to him under Section 3.1 and Section 3.2 through the
effective date of such termination.
5.2 TERMINATION NOT FOR CAUSE. If the Company terminates Gold's
employment other than for Cause, then the Company will pay Gold the salary and
benefits accrued and otherwise payable to him under Section 3.1 and Section 3.2
through the remainder of the Employment Term, including a pro rata portion of
the target bonus, if any, that becomes payable at the end of the reporting
period in which such termination becomes effective.
5.3 SURVIVAL. Notwithstanding anything to the contrary in this
Agreement, all obligations of the Company and Gold under this Agreement which,
according to the terms of this Agreement are required to be performed after
termination or expiration or this Agreement, will survive termination or
expiration of this Agreement, and such surviving obligations of a party will
remain enforceable against that party.
6. PROPRIETARY INFORMATION AGREEMENT. Nothing in this Agreement will
affect or modify the terms of Gold's Employment Proprietary Information and
Inventions Agreement with the Company, which will remain in full force and
effect.
7. MISCELLANEOUS.
7.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior or concurrent
agreements, understandings, representations or warranties, whether written or
oral, between the Company and Gold.
7.2 AMENDMENT. This Agreement may be amended or modified only by a
written instrument executed by both the Company and Gold.
7.3 GOVERNING LAW; SEVERABILITY. This Agreement will be construed,
interpreted and enforced in accordance with the laws of the State of California
as applied to agreements entered into in California by California residents
without reference to principles of conflict of laws or choice of law. In case
any provision of this Agreement will be invalid, illegal or otherwise
unenforceable, the validity, legality and enforceability of the remaining
provisions will in no way be affected or impaired thereby.
7.4 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged or which may succeed to its assets of business; PROVIDED, HOWEVER, that
the obligations of Gold hereunder are personal and will not be assigned by him.
7.5 WAIVER. No delay or omission by the Company in exercising any
right under this Agreement will operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion will be effective
only in that instance and will be construed as a bar or wavier of any right on
any other occasion.
7.6 CAPTIONS. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
7.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, and all of which
together will be one instrument.
8. ADVISE TO SEEK COUNSEL. GOLD ACKNOWLEDGES TO THE COMPANY THAT HE HAS
BEEN ADVISED BY THE COMPANY TO RETAIN AN INDEPENDENT ATTORNEY TO ADVISE HIM
REGARDING HIS RIGHTS, OBLIGATIONS AND INTERESTS UNDER THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first set forth above.
HYBRID NETWORKS, INC. GOLD
a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. Gold
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Gold
President and Chief
Executive Officer
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]