Employment Agreement - Ixia and Sam Bass
February 27, 2003
Mr. Sam Bass
Dear Sam:
On behalf of Ixia ("Ixia" or the "Company"), I am pleased to offer you
employment as Executive Vice President, Operations, on the terms and conditions
set forth in this letter. As Executive Vice President, Operations, you will
report directly to Errol Ginsberg, President and Chief Executive Officer of
Ixia. You will be principally responsible for Information Services (Database,
networks, MRP system), Technical Support and Training, Manufacturing Operations
and Purchasing, Product QA and general assistance in other business areas when
needed, such as the streamlining of order entry through shipping process. The
Company's Chief Executive Officer and/or Board of Directors may delegate other
duties and responsibilities to you from time to time, such as participation in
future acquisitions of companies or technology. You may choose your employment
start date as long as it is on or before March 17, 2003. By accepting this offer
of employment, you agree that you will resign as a member of the Ixia Board of
Directors effective on your employment start date.
You agree to devote your full-time attention and best efforts to the performance
and discharge of such duties and responsibilities and to perform and discharge
such duties and responsibilities faithfully, diligently and to the best of your
abilities.
Your starting annual base salary will be $200,000 payable in accordance with
Ixia's payroll policies as in effect from time to time. You will be entitled to
take three weeks personal time annually. You will receive applicable benefits,
including health, dental, long-term disability and life insurance, as are
generally provided to Ixia's executive officers. You will be offered the
opportunity to participate in Ixia's Employee Stock Purchase Plan and 401(k)
Plan upon your satisfaction of the eligibility requirements for such plans. You
will be covered by Ixia's Officer Severance Plan (a copy of which has been
enclosed herewith).
As part of your compensation package, I will recommend to the Company's
Compensation Committee that it grants you within 30 days following the
commencement of your employment with the Company, a stock option (incentive
stock options to the maximum extent permitted under law, with the balance being
nonstatutory stock options under the Company's stock option plan (the "Plan"),
to purchase 350,000 shares of Ixia Common Stock at an exercise price equal to
the closing sales price of Ixia's Common Stock on the date of the option grant
(the "Option"). Your Option will vest and become exercisable with respect to
87,500 shares after completion of one year of employment with the Company
following the date of the Option grant, and the remaining 262,500 shares subject
to your Option will vest and become exercisable, cumulatively, in 12 equal
quarterly installments commencing on the last day of the first full calendar
quarter following the one-year anniversary of the date of the Option grant, as
long as you remain an employee of the Company. Each installment will be
exercisable for a period of two years following its vesting. To the extent that
such installment is not exercised during such two-year period, the Option will
terminate. In addition to the foregoing principal terms, your Option will be
subject to the terms and provisions of the Plan and your Stock Option Agreement,
which will include such other terms and conditions that are customarily included
in options granted to employees of the Company.
By signing the enclosed copy of this letter, you represent and warrant to Ixia
that you are not currently subject to any express or implied contractual
obligations to any of your former employers under any confidentiality,
noncompetition or other agreements or understandings, except for any such
agreements of which you have, prior to the date of your execution of this
letter, furnished copies to me.
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As a condition of commencing your employment with Ixia, you will be required and
agree to sign Ixia's standard "Confidentiality and Non-Disclosure Agreement and
Assignment of Rights" (a copy of which is enclosed herewith). In addition, due
to immigration law requirements, it will be necessary for you to complete an
Employee Eligibility Form (I-9). In connection therewith, we will need two forms
of identification (e.g., valid driver's license, original social security card,
birth certificate and/or passport).
As with every Ixia employee, you reserve the right to terminate your employment
at any time, and we reserve the right in our discretion to terminate your
employment with immediate effect, for any reason or no reason, and without any
liability for compensation or damages. We hope, however, that this will be a
long and mutually beneficial relationship.
This letter contains our entire understanding with respect to your employment
with Ixia and supersedes all prior or contemporaneous representations, promises,
discussions or agreements with respect to the subject matter hereof, whether
written or oral, and whether made to you or with you by any employee, director
or officer of, or any other person affiliated with, Ixia or any actual or
perceived agent thereof. Ixia reserves the right to make reasonable minor
changes to the terms and conditions of employment of all its employees
(including you); such changes shall be notified by way of a general notice to
all employees and shall take effect from the date of the notice (unless such
other effective date is specified in the notice). Subject thereto, the
provisions of this letter may be amended, modified, supplemented or waived only
by a writing specifically identifying this letter and signed by the Chief
Executive Officer of Ixia and you. If you have any questions about the meaning
of any of the terms or provisions included herein, please let me know at your
earliest convenience.
This letter and the rights and obligations of the parties hereto shall be
governed and construed under the laws of the State of California.
Sam, we look forward to working with you and believe that you can make a very
significant, positive contribution to the success of Ixia. Our Company offers
you an opportunity to put your experience, abilities, dedication, energy and
creativity to excellent use. Welcome to the team!
Please acknowledge your acceptance of this offer by signing and dating the
enclosed copy of this letter where indicated below and returning such signed
copy to me for receipt no later than March 3, 2003.
Sincerely,
/s/ Errol Ginsberg
Errol Ginsberg
President and Chief Executive Officer
Acknowledged and Accepted: Start Date: March 10, 2003
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/s/ Robert W. Bass Date: March 4, 2003
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