Sample Business Contracts

Employment Agreement - Compression Labs Inc. and Thomas G. Trimm

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                              EMPLOYMENT AGREEMENT

         This employment agreement (this "Agreement") is made this 17th day of
July, 1996 ("Effective Date"), by and between Compression Labs, Incorporated
(the "Company") and Thomas G. Trimm ("Executive").

         WHEREAS, Executive is presently serving as President and Chief
Executive Officer of the Company; and

         WHEREAS, the Company recognizes the valuable contributions Executive
has made to the success of the Company and wishes to arrange for the continued
availability of Executive's services to the Company; and

         WHEREAS, Executive desires to continue to serve the Company;

         NOW, THEREFORE, in consideration of the mutual covenants, the Company
and Executive enter into this Agreement.

         1.      EMPLOYMENT.

                 (a)      Executive is currently employed as the President and
Chief Executive Officer of the Company.

                 (b)      The Company and Executive each agree and acknowledge
that Executive is employed by the Company as an "at-will" employee and that
either Executive or the Company has the right at any time to terminate
Executive's employment with the Company, with or without cause or advance
notice, for any reason or for no reason.  The Company and Executive wish to set
forth the compensation and benefits which Executive shall be entitled to
receive in the event that Executive's employment with the Company terminates
under the circumstances described herein.

                 (c)      The duties and obligations of the Company to
Executive under this Agreement are in recognition of Executive's past services
to the Company and shall be in consideration for Executive's continued
employment with the Company.

         2.      POSITION AND DUTIES.

                 (a)      Executive shall continue to have such
responsibilities and authority as may be given Executive from time to time by
the Company's Board of Directors (the "Board").  It is contemplated that during
his employment Executive shall continue to serve as an executive of the
Company, reporting directly to the Board, with duties and responsibilities
commensurate with those that Executive has on the date of this Agreement;
provided, however, that the

<PAGE>   2
Company reserves the right to modify Executive's job duties from time to time
as it deems necessary.

                 (b)      Executive shall devote his full time and attention
during normal business hours to the business affairs of the Company except for
reasonable vacations and except for illness or incapacity, but nothing in this
Agreement shall preclude Executive from devoting reasonable time required for
serving as a director or a member of a committee of any organization involving
no conflict of interest with the interest of the Company, from engaging in
charitable and community activities, and from managing his personal affairs,
provided that such activities do not materially interfere with the regular
performance of his duties and responsibilities under this Agreement.


                 (a)      SALARY AND BENEFITS.  During the period of
Executive's employment hereunder, the Company shall pay to Executive an annual
salary in an amount of two hundred fifty thousand dollars ($250,000), less
standard deductions and withholdings, payable in installments in accordance
with Company policy.  Executive also shall be entitled to all rights and
benefits for which he meets applicable eligibility conditions under such group
insurance and other Company benefit programs, including sick and vacation leave
and the Employee Stock Purchase Plan, which may be in force from time to time
and provided to Executive or for the Company's employees generally.  The
Company reserves the right to modify Executive's compensation and benefits from
time to time as it deems necessary.

                 (b)      BONUS.  Executive shall be eligible for an individual
performance bonus based on overall Company performance payable at such time and
in such amount that is reasonable and mutually agreed upon by the Compensation
Committee of the Board and Executive.

                 (c)      STOCK OPTIONS.  The Company has previously granted to
Executive stock options under its 1980 Stock Option Plan and 1984 Supplemental
Stock Option Plan (the "Option Plans") to purchase an aggregate of 330,000
shares of the Company's common stock.  In addition, on the date of this
Agreement, the Company has granted to Executive under the Option Plans options
to purchase 170,000 shares of the Company's common stock at an exercise price
equal to the common stock's fair market value as of the date hereof.  Executive
acknowledges and agrees that there are no further commitments or obligations on
the part of the Company to grant to Executive any additional options.

                 (d)      MANAGEMENT PERQ CHECKBOOK.  The Company shall
allocate to Executive seven thousand dollars ($7,000) annually under the
current Management Perq Checkbook Plan.

                 (e)      EXPENSES.  Executive shall be entitled to receive
prompt reimbursement of all actual and reasonable expenses incurred by
Executive in performing Company services,

<PAGE>   3
including expenses related to travel and expenses while away from home on
business.  Such expenses shall be accounted for under the policies and
procedures established by the Company.

         4.      TERMINATION BY THE COMPANY.  Executive's employment with the
Company may be terminated by the Company in the following circumstances.

                 (a)      DEATH.  Upon Executive's death, the termination date
shall be the last day of the month in which Executive's death occurs.

                 (b)      DISABILITY.  If Executive becomes incapacitated due
to physical or mental illness, or if Executive is absent from his full-time
duties for twelve (12) consecutive weeks on account of physical or mental
illness, the Company shall continue to pay to Executive an amount which, when
combined with disability or income-continuance benefits pursuant to a Company
plan or provided under state law and received by Executive, shall equal but not
exceed Executive's base salary, less standard deductions and withholdings.
However, Executive must submit claims for any and all such disability benefits
to which he may be entitled.  For any waiting period during which Executive
receives no benefits under any disability plan, the Company shall pay his
entire base salary, less standard deductions and withholdings.  The Company
shall continue to integrate such salary payments with benefits until such time
as Executive's employment is terminated in accordance with the provisions
relating to termination on account of disability, but in no event for longer
than twelve (12) weeks.

                 (c)      FOR CAUSE.  If the Company terminates Executive's
employment for Cause, Executive shall not be entitled to receive any payments
or benefits under the provisions of this Agreement, except as otherwise
specifically set forth herein, and the Company shall cease paying compensation
or providing benefits to Executive as of Executive's termination date.  For
purposes of this Agreement, Cause shall mean misconduct, including:  (i)
conviction of any felony or any crime involving moral turpitude or dishonesty;
(ii) participation in a fraud or act of dishonesty against the Company; (iii)
wilful breach of the Company's policies; (iv) intentional damage to the
Company's property; (v) material breach of this Agreement or Executive's
Proprietary Information and Inventions Agreement attached hereto as Exhibit B;
or (vi) conduct by Executive which in the good faith and reasonable
determination of the Board demonstrates unacceptable job performance or gross
unfitness to serve.  Physical or mental disability shall not constitute Cause.

                 (d)      WITHOUT CAUSE.  The Company shall have the right to
terminate Executive's employment at any time, without Cause, effective on the
date determined by the Company.  If the Company terminates Executive's
employment without Cause, then Executive shall be paid the following:

                          (i)     SEVERANCE PAYMENTS.  The Company shall
continue to pay Executive his base salary in effect at the time of such
termination for fifty-two (52) weeks following the date of termination
("Severance Payments").  The Severance Payments shall be made on the Company's
normal payroll dates and will be subject to standard deductions and

<PAGE>   4
withholdings.  Notwithstanding the foregoing, pursuant to Section 7(b) of this
Agreement (relating to a termination of benefits in the event Executive
competes with the Company or solicits on behalf of another person or entity),
the Severance Payments shall cease as of the date Executive enters into an
activity in competition with the Company or solicits the Company's employees,
consultants or independent contractors, as determined solely by the Company,
and Executive shall have no further rights to such benefits.

                          (ii)    HEALTH INSURANCE.  To the extent permitted by
law and by the Company's group health insurance plans, Executive will be
eligible, after the date of termination, to continue his health insurance
benefits under the federal COBRA law, at his own expense for up to eighteen
(18) months and, later, to convert to an individual policy if he wishes.
Executive will be provided with a separate notice of his COBRA rights.  If
Executive elects COBRA continuation, the Company agrees to pay Executive's
health insurance continuation premiums for twelve (12) months following the
termination date ("Benefit Period").  The Company's obligation to make such
payments shall cease immediately if, during the Benefit Period, (A) Executive
becomes eligible for other health insurance benefits at the expense of a new
employer; or (B) in accordance with Section 7(b) of this Agreement, Executive
competes with the Company or solicits on behalf of another person or entity.
Executive agrees to notify a duly authorized officer of the Company, in
writing, at least ten (10) business days prior to his acceptance of any
employment which provides health insurance benefits, or his engagement in
prohibited activity defined in Section 7(b).

         5.      TERMINATION BY EXECUTIVE.  Executive may terminate his
employment with the Company (1) for Good Reason within sixty (60) consecutive
days following the occurrence of an event or events constituting such Good
Reasons; or (2) for the convenience of Executive.

                 (a)      GOOD REASON.  If Executive voluntarily terminates his
employment with Good Reason, Executive shall receive the Severance Payments and
other benefits set forth in Section 4(d) above.  For the purposes of this
Agreement, Good Reason means (i) substantial reduction of Executive's rate of
compensation as in effect immediately prior to the Effective Date of this
Agreement; (ii) failure to provide a package of welfare benefit plans which,
taken as a whole, provide substantially similar benefits to those in which the
Executive is entitled to participate (except that employee contributions may be
raised to the extent of any cost increases imposed by third parties) or any
action by the Company which would adversely affect Executive's participation or
substantially reduce Executive's benefits under any of such plans; (iii) change
in Executive's responsibilities, authority, title or office resulting in
diminution of position, excluding for this purpose an isolated, insubstantial
and inadvertent action not taken in bad faith which is remedied by the Company
promptly after notice thereof is given by Executive; (iv) request that
Executive relocate his current residence, unless Executive accepts such
relocation request; (v) material reduction in Executive's duties; (vi) failure
or refusal of a successor to the Company to assume the Company's obligations
under this Agreement; or (vii) material breach by the Company or any successor
to the Company of any of the material provisions of this Agreement.

<PAGE>   5
                 (b)      CONVENIENCE.  If Executive voluntarily resigns his
employment without Good Reason as defined below, the Company shall pay
Executive his base salary, less standard deductions and withholdings, through
the date of termination at the rate in effect at the time of the notice of
termination.  Thereafter, the Company shall have no further obligations to
Executive under this Agreement.

         6.      CONSULTING AGREEMENT.  If the Company terminates Executive's
employment without Cause, or if Executive resigns for Good Reason within sixty
(60) consecutive days following the occurrence of an event or events
constituting Good Reason, Executive shall serve as a consultant to the Company
under the terms specified below.  The consulting relationship shall commence on
the date of termination and continue for a period of three (3) years (the
"Consulting Period").

                 (a)      CONSULTING SERVICES.  Executive shall provide
consulting services to the Company in any area for which he is qualified by
virtue of his education, experience and training upon request by a duly
authorized officer of the Company.  He agrees to exercise the highest degree of
professionalism and to utilize his expertise and creative talents in performing
these services.  Executive agrees to make himself available to perform such
consulting services throughout the Consulting Period, up to a maximum of twenty
(20) hours per month.

                 (b)      CONSULTING FEES AND BENEFITS.

                          (i)     CONSULTING FEES.  In consideration for
Executive's consulting services, the Company shall pay Executive for each month
a fee equal to the greater of five hundred dollars ($500) or one hundred twenty
five dollars ($125) per hour of consulting services performed during the month
("Consulting Fees") plus reimbursement of expenses for travel incurred by
Executive in the course of performing such services for the Company.

                          (ii)    TAXES AND WITHHOLDING.  The Company will not
withhold from the Consulting Fees any amount for taxes, social security or
other payroll deductions.  The Company will issue Executive a Form 1099 with
respect to Executive's Consulting Fees.  Executive acknowledges that he will be
entirely responsible for payment of any such taxes, and he hereby indemnifies
and holds harmless the Company from any liability for any taxes, penalties or
interest which may be assessed by any taxing authority.

                          (iii)   STOCK OPTIONS.  Executive's stock options
which are outstanding as of the termination date (the "Stock Options") shall
continue in effect and shall continue to vest during the Consulting Period
under the vesting schedule or schedules specified in the relevant Stock Option
agreements, and under the same terms and conditions specified in the relevant
Stock Option agreements.  At the end of the Consulting Period, vesting in each
Stock Option will cease and such Stock Options will terminate, provided that
Executive may exercise each Stock Option (to the extent vested at the end of
the Consulting Period) for such period thereafter as is specified in the Stock
Option agreement for exercising the Stock Option following Executive's
termination of employment or ceasing to provide other services to the Company

<PAGE>   6
not after the expiration date of the Stock Options).  Executive acknowledges
that, to the extent that this subsection provides an extension of any incentive
stock option beyond the term specified in the Stock Option agreement for such
incentive stock option, or results in a "modification" of such incentive stock
option (within the meaning of the Internal Revenue Code), then such an
incentive stock option may no longer be eligible for treatment as such, but may
hereafter be treated for tax purposes as a non-qualified stock option.

                          (iv)    COMPETITIVE ACTIVITY.  Throughout the
Consulting Period, Executive retains the right to engage in employment,
consulting or other work relationships in addition to his work for the Company.
Notwithstanding the foregoing, if, during the Consulting Period, Executive
enters into an activity in competition with the Company or solicits on behalf
of another person or entity, as described in Section 7(b) of this Agreement,
then (A) the Company's obligation to pay Executive Consulting Fees shall cease
as of the date Executive entered into such activity; and (B) Executive's
vesting in each Stock Option will cease and each Stock Option will terminate as
of the date Executive entered into such activity, as determined by the Company.

                          (v)     LIMITATIONS ON AUTHORITY.  Executive shall
have no responsibilities or authority as a consultant to the Company other than
as provided for above.  Executive shall not represent or purport to represent
the Company in any manner whatsoever to any third party unless authorized by
the Company, in writing, to do so.

Notwithstanding the foregoing, in the event of Executive's death or physical or
mental disability or in the event Executive voluntarily terminates his
consulting relationship with the Company upon notifying the Company, in
writing, at least ten (10) business days in advance, any of which events occur
prior to the expiration of the Consulting Period, the Company's obligation to
pay Executive any further Consulting Fees and Executive's vesting in each Stock
Option shall cease as of the termination date of the consulting relationship.
Executive's Stock Options thereupon will terminate and shall be exercisable (to
the extent then vested) only to the extent provided in subsection 6(b)(iii), or
in the respective Stock Option agreements.  The consulting relationship shall
not expire prior to the expiration of its term for any reason other than a
reason set forth herein or in Section 7(b).


                 (a)      REDUCTION IN PAYMENTS AND BENEFITS.  The benefits
provided under this Agreement are in lieu of any other benefit provided under
any group severance plan of the Company in effect at the time of termination.

the event that Executive, at any time during his employment with the Company,
while receiving Severance Payments, or during the Consulting Period, (i)
performs work for any business entity, or engages in any other work activity
which is in competition, or is preparing to compete, with the

<PAGE>   7
Company; or (ii) either directly or through others, solicits or attempts to
solicit any employee, consultant, or independent contractor of the Company to
terminate his or her relationship with the Company in order to become an
employee, consultant or independent contractor to or for any other person or
entity, then, except as otherwise specifically provided herein, the Company's
obligations to pay Executive any amounts, including but not limited to
Severance Payments or health insurance premiums, or provide any benefits under
the terms of this Agreement.  For purposes of this Agreement, the holding of
less than one percent (1%) of the outstanding voting securities of any firm or
business organization in competition with the Company shall not constitute
activities or services precluded by this Agreement.  Executive agrees to notify
the Company, in writing, at least ten (10) business days prior to (i) engaging
in any work for any business purpose other than work for the Company; or (ii)
soliciting or attempting to solicit any employee, consultant, or independent
contractor of the Company to terminate his other relationship with the Company
on behalf of another person or entity.  The Company shall not seek to recover
any amounts paid or benefits provided to Executive prior to his engagement in
such competitive or solicitation activities.

                 (c)      RELEASE AND WAIVER OF CLAIMS.  Prior to the receipt
of any Severance Payments and other benefits provided under this Agreement
following termination of Executive's Employment, and prior to the beginning of
the Consulting Period, Executive shall, as of the date of termination, execute
a Release and Waiver of Claims in the form attached hereto as Exhibit A
("Release").  In the event Executive does not execute the Release within the
specified period set forth in the Release, no further amounts shall be payable
and no further benefits shall be provided under this Agreement, and this
Agreement shall be null and void.


                          (i)     In the event that any payments or other
benefits received or to be received by Executive pursuant to this Agreement
("Payments") would (A) constitute a "parachute payment" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and
(B) but for this subsection (d), be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), then, in accordance with this
subsection 7(d), such Payments shall be reduced to the maximum amount that
would result in no portion of the Payments being subject to the Excise Tax.
For such purpose, the maximum amount of Payments that may be paid without
incurring the Excise Tax shall be determined by KPMG Peat Marwick or any other
nationally recognized accounting firm which is the Company's outside auditor at
the time of such determination (the "Accounting Firm") and shall be the largest
amount for which there is substantial authority (within the meaning of Section
6662(d)(2)(B) of the Code) for no portion of the Payments being treated as
subject to the Excise Tax.  Any such determination shall be conclusive and
binding on Executive and the Company.  For purposes of making the calculations
required by this subsection 7(d)(i), the Accounting Firm may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections
280G and 4999

<PAGE>   8
of the Code.  All fees and expenses of the Accounting Firm shall be borne
solely by the Company.  If the Internal Revenue Service (the "IRS") determines
that a Payment is subject to the Excise Tax, then subsection 7(d)(ii) hereof
shall apply.

                          (ii)    If, notwithstanding any reduction described
in subsection 7(d)(i) hereof (or in the absence of any such reduction), the IRS
determines that Executive is liable for the Excise Tax as a result of the
receipt of Payments, then Executive shall be obligated to pay back to the
Company, within 30 days after final IRS determination, an amount of the
Payments sufficient that none of the Payments retained by Executive constitute
a "parachute payment" within the meaning of Code Section 280G that is subject
to the Excise Tax.

                 (e)      CERTAIN DEFERRAL OF PAYMENTS.  Notwithstanding the
other provisions of this Agreement, to the extent that any amounts payable
hereunder would not be deductible by the Company for federal income tax
purposes on account of the limitations of Section 162(m) of the Code, the
Company may defer payment of such amounts to the earliest one or more
subsequent calendar years in which the payment of such amounts would be
deductible by the Company.

Agreement may be changed or terminated only upon the mutual written consent of
the Company and Executive.  The written consent of the Company to a change or
termination of this Agreement must be signed by an appropriate officer of the
Company other than Executive, which may be the Company's Chief Financial
Officer, Vice President of Human Resources or other officer authorized by the
Compensation Committee of the Board, after such change or termination has been
approved by the Compensation Committee of the Board.

         8.      NONEXCLUSIVITY.  Nothing in the Agreement shall prevent or
limit Executive's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices provided by the
Company and for which Executive may otherwise qualify, nor shall anything
herein limit or otherwise affect such rights as Executive may have under any
stock option or other agreements with the Company; provided, however, that any
benefits provided hereunder shall be in lieu of any other severance payments to
which Executive may otherwise be entitled, including without limitation, under
any employment contract or severance plan.  Except as otherwise expressly
provided herein, amounts which are vested benefits or which Executive is
otherwise entitled to receive under any plan, policy, practice or program of
the Company at or subsequent to the date of termination shall be payable in
accordance with such plan, policy, practice or program.

         9.      CONFIDENTIALITY.  The parties mutually agree not to disclose
publicly the terms of this Agreement except to the extent that disclosure is
mandated by applicable law.

         10.     NONSOLICITATION.  Executive agrees that for two (2) years
after his employment with the Company is terminated or for two (2) years after
the Consulting Period ends, whichever occurs later, he will not, either
directly or through others, solicit or attempt to solicit any

<PAGE>   9
employee, consultant, or independent contractor of the Company to terminate his
or her relationship with the Company in order to become an employee, consultant
or independent contractor to or for any other person or entity.

         11.     NOTICES.  Any notices called for under this Agreement shall be
given as follows or to such other addresses as either party may furnish the
other from time to time:

                 If to Executive:         Thomas G. Trimm
                                          555 Panorama Drive
                                          LaVonia, GA  30553

                 If to the Company:       Compression Labs, Inc.
                                          Chairman, Board of Directors
                                          350 E. Plumeria Drive
                                          San Jose, CA  95134

         12.     CONFIDENTIAL ARBITRATION.  To ensure rapid and economical
resolution of any and all disputes which may arise under this Agreement, the
Company and Executive each agree that any and all disputes or controversies,
whether of law or fact of any nature whatsoever (including, but not limited to,
all state and federal statutory and common law discrimination claims), with the
sole exception of those disputes which may arise from Executive's Proprietary
Information Agreement, arising from or regarding the interpretation,
performance, enforcement or breach of this Agreement, or any other disputes or
claims arising from or related to Executive's employment or the termination of
his employment, shall be resolved by final and binding confidential arbitration
under the procedures set forth in Exhibit C to this Agreement and the then
existing Judicial Arbitration and Mediation Services Rules of Practice and
Procedure (except insofar as they are inconsistent with the procedures set
forth in Exhibit C).

         13.     SEVERABILITY.  If a court of competent jurisdiction determines
that any term or provision of this Agreement is invalid or unenforceable, in
whole or in part, then the remaining terms and provisions hereof shall be
unimpaired.  Such court will have the authority to modify or replace the
invalid or unenforceable term or provision with a valid and enforceable term or
provision that most accurately represents the parties' intention with respect
to the invalid or unenforceable term or provision.

         14.     WAIVER.  If either party should waive any breach of any
provisions of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.

         15.     ENTIRE AGREEMENT.  This Agreement, including Exhibits A, B and
C, constitutes the complete, final and exclusive embodiment of the entire
agreement between Executive and the Company with regard to the subject matter
hereof and supersedes any and all prior agreements relating to such subject
matter, including, without limitation, that certain offer letter dated January
23, 1995.  This Agreement is entered into without reliance on any promise or

<PAGE>   10
representation, written or oral, other than those expressly contained herein.
It may not be modified except in a writing signed by Executive and a duly
authorized officer of the Company.  Each party has carefully read this
Agreement, has been afforded the opportunity to be advised of its meaning and
consequences by his or its respective attorneys, and signed the same of his or
its own free will.

         16.     SUCCESSORS AND ASSIGNS.  This Agreement is intended to bind
and inure to the benefit of and be enforceable by Executive and the Company,
and their respective successors, assigns, heirs, executors and administrators,
except that Executive may not assign any of his duties hereunder and he may not
assign any of his rights hereunder without the written consent of the Company,
which consent shall not be withheld unreasonably.

         17.     ATTORNEY FEES.  If either party hereto brings any action to
enforce his or its rights hereunder, each party in any such action shall be
responsible for his or its costs and attorneys fees incurred in connection with
such action.

         18.     COUNTERPARTS.  This Agreement may be executed in two
counterparts, each of which shall be deemed an original, all of which together
shall constitute one and the same instrument.

         19.     HEADINGS.  The headings of the Sections hereof are inserted
for convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.

         IN WITNESS WHEREOF,the parties have duly authorized and caused this
Agreement to be executed as follows:


<S>                                       <C>

an individual                              a corporation

/s/ Thomas G. Trimm                        By: /s/ Arthur G. Anderson                             
- ----------------------------------            -------------------------------
  Thomas G. Trimm
                                           Title: Chairman                           

Date:  July 17, 1996                       Date: July 17, 1996


<PAGE>   11
                                   EXHIBIT A

                          RELEASE AND WAIVER OF CLAIMS

         In exchange for the Severance Payments and other benefits to which I
would not otherwise be entitled, I hereby furnish Compression Labs,
Incorporated (the "Company") with the following release and waiver.

         I hereby release, and forever discharge the Company, its officers,
directors, agents, employees, stockholders, attorneys, successors, assigns and
affiliates, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising at any time prior
to and including my employment termination date with respect to any claims
relating to my employment and the termination of my employment, including but
not limited to, claims pursuant to any federal, state or local law relating to
employment, including, but not limited to, discrimination claims, claims under
the California Fair Employment and Housing Act, and the Federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), or claims for
wrongful termination, breach of the covenant of good faith, contract claims,
tort claims, and wage or benefit claims, including but not limited to, claims
for salary, bonuses, commissions, stock, stock options, vacation pay, fringe
benefits, severance pay or any form of compensation.

         I also acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows:  "A GENERAL RELEASE DOES NOT
and relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to any claims I may have against
the Company.

         I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADEA, that this waiver and release is knowing and
voluntary, and that the consideration given for this waiver and release is in
addition to anything of value to which I was already entitled as an employee of
the Company.  I further acknowledge that I have been advised, as required by
the Older Workers Benefit Protection Act, that:  (a) the waiver and release
granted herein does not relate to claims which may arise after this agreement
is executed; (b) I have the right to consult with an attorney prior to
executing this agreement (although I may choose voluntarily not to do so); (c)
I have twenty-one (21) days from the date I receive this agreement, in which to
consider this agreement (although I may choose voluntarily to execute this
agreement earlier); (d) I have seven (7) days following the execution of this
agreement to revoke my consent to the agreement; and (e) this agreement shall
not be effective until the seven (7) day revocation period has expired.

Date: July 17, 1996                 By: /s/ Thomas G. Trimm
<PAGE>   12
                                   EXHIBIT B

<PAGE>   13
                                   EXHIBIT C

                             ARBITRATION PROCEDURE

         1.      The parties agree that any dispute that arises in connection
with this Agreement or the termination of this Agreement shall be resolved by
binding arbitration in the manner described below.

         2.      A party intending to seek resolution of any dispute under the
Agreement by arbitration shall provide a written demand for arbitration to the
other party, which demand shall contain a brief statement of the issues to be

         3.      The arbitration shall be conducted in San Jose, California by
a mutually acceptable retired judge from the panel of Judicial Arbitration and
Mediation Services, Inc. ("JAMS").  At the request of either party, arbitration
proceedings will be conducted in the utmost secrecy and, in such case, all
documents, testimony and records shall be received, heard and maintained by the
arbitrator in secrecy under seal, available for inspection only by the parties
to the arbitration, their respective attorneys, and their respective expert
consultants or witnesses who shall agree, in advance and in writing, to receive
all such information confidentially and to maintain such information in
secrecy, and make no use of such information except for the purposes of the
arbitration, unless compelled by legal process.

         4.      The arbitrator is required to disclose any circumstances that
might preclude the arbitrator from rendering an objective and impartial
determination.  In the event the parties cannot mutually agree upon the
selection of a JAMS arbitrator, the President and Vice- President of JAMS shall
designate the arbitrator.

         The party demanding arbitration shall promptly request that JAMS
conduct a scheduling conference within fifteen (15) days of the date of that
party's written demand for arbitration or on the first available date
thereafter on the arbitrator's calendar.  The arbitration hearing shall be held
within thirty (30) days after the scheduling conference or on the first
available date thereafter on the arbitrator's calendar.  Nothing in this
paragraph shall prevent a party from at any time seeking temporary equitable
relief, from JAMS or any court of competent jurisdiction, to prevent
irreparable harm pending the resolution of the arbitration.

         5.      Discovery shall be conducted as follows: (a) prior to the
arbitration any party may make a written demand for lists of the witnesses to
be called and the documents to be introduced at the hearing; (b) the lists must
be served within fifteen days of the date of receipt of the demand, or one day
prior to the arbitration, whichever is earlier; and (c) each party may take no
more than two depositions (pursuant to the procedures set forth in the
California Code of Civil Procedure) with a maximum of five hours of examination
time per deposition, and no other form of pre-arbitration discovery shall be
<PAGE>   14
         6.      It is the intent of the parties that the Federal Arbitration
Act ("FAA") shall apply to the enforcement of this provision unless it is held
inapplicable by a court with jurisdiction over the dispute, in which event the
California Arbitration Act ("CAA") shall apply.

         7.      The arbitrator shall apply California law, including the
California Evidence Code, and shall be able to decree any and all relief of an
equitable nature, including but not limited to such relief as a temporary
restraining order, a preliminary injunction, a permanent injunction, or
replevin of Company property.  The arbitrator shall also be able to award
actual, general or consequential damages, but shall not award any other form of
damage (e.g., punitive damages).

         8.      Each party shall pay its pro rata share of the arbitrator's
fees and expenses, in addition to other expenses of the arbitration approved by
the arbitrator, pending the resolution of the arbitration.  The arbitrator
shall have authority to award the payment of such fees and expenses to the
prevailing party, as appropriate in the discretion of the arbitrator.  Each
party shall pay its own attorneys fees, witness fees and other expenses
incurred for its own benefit.

         9.      The arbitrator shall render a written award setting forth the
reasons for his or her decision.  The decree or judgment of an award rendered
by the arbitrator may be entered and enforced in any court having jurisdiction
over the parties.  The award of the arbitrator shall be final and binding upon
the parties without appeal or review except as permitted by the FAA, or if the
FAA is not applicable, as permitted by the CAA.